HomeMy WebLinkAboutReso 175-2020 (20-833)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 175-2020
File Number: 20-833 Enactment Number: RES 175-2020
RESOLUTION APPROVING A FIRST AMENDMENT
TO THE EXCLUSIVE NEGOTIATING RIGHT
AGREEMENT WITH FIREHOUSE WORK LLC AND
ANTON DEVCO INC., FOR THE OLD FIREHOUSE
PROPERTY, LOCATED AT 201 BADEN AVENUE
WHEREAS, The City owns certain real property located at 201 Baden (the "Property"), where
an old firehouse is located, and the size of the lot is approximately 22,460 square feet (0.51 acres) and
consists of three parcels (APN 012-335-100, 012-335-110 and an unnamed parcel); and
WHEREAS, the City Council previously selected Firehouse Live, LLC ("FHL") and Firehouse
Work, LLC ("FHW") (formerly Fire House Live/Work), were selected by Council as the developers for
the Property; and
WHEREAS, on March 4, 2019, pursuant to City Council approval, the City entered into an
Exclusive Negotiating Rights Agreement ("Original ENRA") with FHL and FHW, which authorized the
parties to commence negotiating the terms of purchase agreements relating to the rehabilitation of the
Old Firehouse and developing a mixed-use residential and commercial project ("Project") on the
Property; and
WHEREAS, on October 3, 2019, the City, FHW, and Habitat for Humanity Greater San
Francisco, Inc. ("HGSF") entered into a subsequent ENRA ("Second ENRA" and "Agreement"), to
replace FHL with HGSF as the developer for the residential component of the Project, and to set the term
of the Agreement for one hundred and eighty (180) days with two administrative extensions of ninety
(90) days each; and
WHEREAS, the Agreement was administratively extended on March 26, 2020 to June 29, 2020
with respect to both FHW and HGSF, and again on June 23, 2020 to December 26, 2020 with respect to
FHW only; 'and
WHEREAS, as the term of the Agreement with respect to HGSF expired on June 29, 2020, the
City and FHW now desire to execute a First Amendment to the Agreement to replace HGSF with Anton
DevCo as the developer for the residential component of the Project; and
WHEREAS, the First Amendment to the Agreement will also provide for a 180 -day negotiation
period and three (3) ninety (90) day extensions; and
WHEREAS, as described in the Agreement, the Project will consist of FHW rehabilitating the
existing Old
City of South San Francisco Page 1
File Number. 20-833 Enactment Number., RES 175-2020
Firehouse structure into a 9,200 square foot commercial space to preserve its historical significance, and
Anton DevCo constructing approximately eighty-two (82) residential condominium units that will all be
deed restricted as Below Market Rate on the Property, which is to be bifurcated into two separate parcels
that will be sold to each Developer in separate transactions and each Developer would be responsible for
entitling and developing their respective portions of the Project; and
WHEREAS, City and FHW have pursued such negotiations diligently and in good faith, have
formulated proposed terms and conditions of the Project, but have determined that additional time is
necessary to discuss Project details including to engage in discussions with Anton DevCo for the
residential development component of the Project;
WHEREAS, it is the intent of both developers to continue assuming the obligations in the
Agreement and to continue working cooperatively and in good faith to meet the performance milestones
set forth in the Agreement and negotiate the terms of purchase and sale agreements, which are material
considerations to the City in executing this First Amendment; and
WHEREAS, by approval of the First Amendment to the Agreement, City has no legal obligation
to grant any approvals or authorizations for a purchase and sale agreement or development thereon until
such agreement has been separately approved by the City Council.
NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve
as follows:
1. The Recitals set forth above are true and correct, and are incorporated herein by reference.
2. The First Amendment to the Exclusive Negotiating Rights Agreement, attached hereto and
incorporated herein as Exhibit A, is hereby approved.
3. The City Manager is hereby authorized to execute the First Amendment on behalf of the City
Council; to make revisions to the First Amendment, with review and approval by the City
Attorney, which do not materially or substantially increase the City's obligations thereunder; to
sign all documents; to make all approvals and take all actions necessary or appropriate to carry
out and implement the intent of this Resolution.
Exhibit A: First Amendment to the Exclusive Negotiating Rights Agreement with Firehouse Work
and Anton DevCo Inc.
City of South San Francisco Page 2
File Number: 20-833
Enactment Number: RES 175-2020
At a meeting of the City Council on 12/1/2020, a motion was made by Councilmember Matsumoto,
seconded by Councilmember Nicolas, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember
Nicolas, and Councilmember Matsumoto
Attest by 40,00 &
�sa Govea Acosta, City Clerk
City of South San Francisco Page 3
FIRST AMENDMENT TO
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
This First Amendment to the Exclusive Negotiating Rights Agreement dated October 3,
2019 (“First Amendment”) is entered into by and between the City of South San Francisco, a
California municipal corporation (the “City”), Firehouse Work, LLC, a California Limited
Liability Company (“FHW”), and Anton DevCo Inc., a California Corporation, (“Anton
DevCo ”; each a “Developer” and both collectively described as “Developers”) dated as of
____________, 2020 (the “Effective Date”). City and Developers are each referred to as “Party”
or collectively referred to as “Parties”.
RECITALS
A. The City is the owner of certain real property located at 201 Baden Avenue, South
San Francisco, known as County Assessor’s Parcel Numbers (“APN”) 012-335-100, 012-335-110,
and the portion of Cypress Street that is to be vacated, with a combined lot size of 22,500 square
feet, collectively and commonly known as the Old Firehouse (“Property”).
B. On March 4, 2019, pursuant to a solicitation process, the City entered into an
Exclusive Negotiating Rights Agreement (“First ENRA”) with FHW and Firehouse Live, LLC
(“FHL”), which authorized the parties to commence negotiating the terms of purchase agreements
relating to the rehabilitation of the Old Firehouse and developing a mixed-use residential and
commercial project (“Project”) on the Property.
C. After the First ENRA expired on August 31, 2019, the City, FHW, and Habitat for
Humanity Greater San Francisco, Inc. (“HGSF”) entered into a subsequent ENRA on October 3,
2019 (“Second ENRA” and “Agreement”), attached hereto and incorporated as Exhibit A, to
replace FHL with HGSF as the developer for the residential component of the Project, and to set
the term of the Agreement for one hundred and eighty (180) days with two administrative
extensions of ninety (90) days each.
D. The Agreement was administratively extended on March 26, 2020 to June 29, 2020
with respect to both FHW and HGSF, and again on June 23, 2020 to December 26, 2020 with
respect to FHW only.
E. As the term of the Agreement with respect to HGSF expired on June 29, 2020, the
Parties now desire to replace HGSF with Anton DevCo as the developer for the residential
component of the Project subject to the terms and conditions of the Agreement, and further
extending the term of that agreement.
F. As described in the Agreement, the Project will consist of FHW rehabilitating the
existing Old Firehouse structure into a 9,200 square foot commercial space to preserve its historical
significance, and Anton DevCo constructing approximately eighty-two (82) residential units that
will have some deed restricted Below Market Rate units, in compliance with the City’s
Inclusionary Housing Ordinance, and potential commercial uses on the Property, which is to be
bifurcated into two separate parcels that will be sold to each Developer in separate transactions
and each Developer would be responsible for entitling and developing their respective portions of
the Project.
G. City and FHW have pursued such negotiations diligently and in good faith, have
formulated proposed terms and conditions of the Project, but have determined that additional time
is necessary to discuss Project details including to engage in discussions with Anton DevCo for
the residential development component of the Project, and it is the intent of the Developers to
continue working cooperatively and in good faith to meet the performance milestones set forth in
the Agreement and negotiate the terms of purchase and sale agreements, which are material
considerations to the City in executing this First Amendment.
H. At its meeting on ______________, the City Council approved this First
Amendment and directed staff to continue negotiating the terms of two separate purchase
agreements in order for the Developers to pursue land use entitlements for the Projects and acquire
the Property.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows.
1. Parties to the Agreement. The Agreement is amended to include Anton DevCo as
a Party and replacing HGSF as the developer for the residential component of the Project , for the
Parties to continue negotiating the terms of purchase agreements relating to the Project as
described herein and in the Agreement.
2. Extension of Term. The Term of the Agreement pursuant to Section 3 of the
Agreement is hereby extended for an additional one hundred eighty (180) days from the Effective
Date. The extended Term may be administratively extended for up to a maximum of three (3)
separate ninety (90) day periods for each Developer or both Developers upon the request of either
Developer.
3. No Modification or Waiver. Except as otherwise expressly set forth herein, all
other terms, provisions, and conditions of the Agreement remain unmodified and shall continue in
full force and effect.
4. Construction; General Provisions. Each Party hereto has received independent
legal advice from its attorneys with respect to the advisability of executing this First Amendment
and the meaning of the provisions hereof. The provisions of this First Amendment shall be
construed as to the fair meaning and not for or against any party based upon any attribution of such
party as the sole source of the language in question. Each Party hereby ratify and affirm all their
respective rights and obligations under the Agreement. Any capitalized terms not defined herein
shall have the meaning ascribed to them in the Agreement. In the event of any conflict between
this First Amendment and the Agreement, this First Amendment shall govern. The terms and
provisions of this First Amendment, together with the Agreement, shall constitute all of the terms
and provisions to which the Parties have agreed with respect to the transaction governed hereby,
and there are no other terms and provisions, oral or written, that apply to the Agreement and/or the
Property other than as set forth in the Agreement as modified by this First Amendment. The
provisions of this First Amendment shall apply to, be binding upon, and inure to the benefit of the
parties hereto and to their respective successors and assigns. This First Amendment may be
executed in multiple counterparts, all of which shall constitute an original, and all of which
together shall constitute a single instrument. Counterparts of this First Amendment executed and
delivered by facsimile, email or other means of electronic delivery shall constitute originals for all
purposes.
[Signatures on Next Page]
IN WITNESS WHEREOF, City and Developer have executed this Extension as of the
date first written above.
CITY
By: _______________________________
Mike Futrell
City Manager
ATTEST:
By: _______________________________
Rosa Acosta
City Clerk
APPROVED AS TO FORM:
By: _______________________________
Sky Woodruff
City Attorney
FHW
By: _______________________________
Dawn Merkes, member
Firehouse Work, LLC
Anton DevCo
By: _______________________________
Name: Trisha Malone
Title: Chief Financial Officer
EXHIBIT A
[Second ENRA]
3620077.2