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HomeMy WebLinkAboutReso 41-1996 RESOLUTION NO. 41-96 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING AN EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT WITH BAY WEST COVE L.L.C. FOR DEVELOPMENT OF THE SHEARWATER SITE BE IT RESOLVED by the City Council of the City of South San Francisco, that: The Cit~ Manager is authorized and directed to execute on behalf of theiCity of South San Francisco an Agreement between the City of SouthiSan Francisco and the Bay West Cove L.L.C. related to development oif the Shearwater site located at 159 Oyster Point Boulevard. Aicopy of the Agreement is attached hereto as Exhibit "a". I hereby!certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at ia adj. requ]ar meeting held on the 3rd day of April , ]1996 by the following vote. AYES: Coucilmembers Joseph A. Fernekes, Eu§ene R. Mull in, Robeirt Yee and Chairman Jack Draqo NOES: None ABSTAIN: N0nei ABSENT Councilmember John R. Penna Bay Wcst. Exc EXHIBIT A TO RESOLUTION NO. 41-96 [CLUSIVE NEGOTIATING RIGHTS AGREEMENT 159 OYSTER POINT BOULEVARD SITE APN 015-010-160 This Excluiive Negotiating Rights Agreement ("ENRA") is entered into this day of m_. 19~6 between the City of South San Francisco, a municipal corporation, ("City') the Redevelopment Agency of the City of South San Francisco, a public body cor California limited Developers agree ~orate and politic, ("Agency") and Bay West Cove, L.L.C., a liability company ("Developers"). The City, Agency and as follows: RECITALS 1. The City is the record owner of approximately 6.02 acres of property located at 159 Osster Point Boulevard as more particularly described in Exhibit "A" attached hereto (~ Subject Property"). 2. TO f~.cilitate redevelopment of the greater "Shearwater" area, the City anticipates conves'ing the SUbject Property to the Agency. 3. Developers have an option to purchase the Shearwater site, an approximately 46-!acre site which is described in Exhibit B hereto ("Developers' Property"). The Uses that shall be permitted are those set forth in the East of l 01 Plan. The parties hcknowledge that development policies in the northern portion of the East of 101 area encourage the creation of campus-like environments for corporate headquarters, research and development facilities, and other high quality multi-tenant officd or warehouse developments. 4. City ~md Agency desire that the Subject Property be included in any development of Developers' property. 5. As part of the overall redevelopment of the greater Shearwater properties, Develo desire to enter intc into negotiation} v ENRA. 6. The A expected actions of ~ers desire to purchase the Subject Property. Developers further an ENRA to ensure that neither the City nor the Agency enter 4th other interested parties during the time period set forth in this .gency and Developers desire to set forth in this ENRA the the parties during the ENRA time period. AGREEMENT 1. TERM. Six months with a three-month extension subject to approval by the City and Agency based on demonstrated ongoing performance of the provisions of the ENRA. 2. EXCLUSIVE NEGOTIATIONS. During the term of this ENRA and so long as Developer's are complying with the terms set forth herein, City/Agency agree to negotiate exdUsively with Developers for rights to purchase the Subiect Property. In the event that iDevelopers fail to comply with the terms set forth herein, City/Agency may! upon ten (10) days' written notice and failure to cure, terminate this Agreement. ~ 3. ACTIONS BY CITY AND AGENCY ho the City to the A~ site assessment a~ Subject Property. City will work with Agency to convey the Subject property from lency. City/Agency shall provide Developers with a copy of the Phase I td shall finalize preparation of the Phase II site assessment of the Upon completion City/Agency shall provide a copy to developers. C. City/Agency shall continue preparation of the Environmental Impact Report for the proposed retail/office development. D. Agency shall meet with Developers and prepare a draft Owner Participation Agreement ("OPA~) for Developers' property and a Disposition and Development Agreement (~DDA") for Subject Property. E. ~ City shall meet with Developers and develop a draft Development Agreement and dgaft permits and approvals as required by South San Francisco Municipal Code. i F. City/Agency will exercise their best efforts to secure additional funding for flyover identified in Exhibit C. City will employ best efforts to supply normal and customary public financing mechanisms such as assessment districts and tax allocation bor ds. 4. ACTIONS BY DEVELOPERS A. Developers shall meet with Agency and negotiate a draft Development Agreement, Owner Participation Agreement (~OPA') for Developers' property and a D!sposition and Development Agreement ("DDA') for the Subject Property. As part of the negotiations, Developers shall present a full proposal that outlines, financial structure and financial capability of the Developers' team as well as site plans, elevations, conceptual landscaping plans, and, if known, a phasing plan that may be incorporated in the OPA and DDA. B. i Developers shall review all existing environmental data, including the Phase I envirC?nmental assessment and the Phase II environmental assessment, within 30 days ofi receipt thereof. C. Developers shall cooperate with the City/Agency staff and environmental consultant in preparation of planning documents and the EIR. D. Developers shall exercise their best efforts to present letters of intent from commercial tenants for the retail and restaurant uses and/or letters of intent from other Itenants who propose uses consistent with the permissible uses of East of 101 Plan Which encourages creation of campus-like environments for corporate headquarters, research and development facilities, and other high quality multi-tenant offic~ or warehouse developments. E. Developers shall meet with Agency staff to identify all required off-site and on-sit~ improvements. Developers and Agency agree that the list identified as Exhillit C contains the improvement obligations, excluding any additional site speCific obligations that may arise as part of the EItL The City will act in good faith with !Developer in determining the necessity for the second and third traffic improvements, which should take into account the flyover. Developers shall negotiate how resp~onsibility for all such improvements will be shared by the Agency and Developers. Developers acknowledge that City/Agency desire construction of the flyover in the immediate future.. Developers will negotiate a methodology to ensure that funding for completion of design, environmental review, and permitting and for construction of the flyover when determined necessary by the City. F. Developers shall pay all reasonable City/Agency costs including costs of preparation of environmental review documents and costs associated with use of a contract planner. If requested by Developer, City/Agency shall provide Developer with a si:hedule of costs and a time line for the processing of such permits and approvals. De~reloper and City/Agency will agree on an additional deposit for the costs of the contraCt planner and EIR within thirty days of execution of this Agreement.. G. Developers agree that escrow on the Subject Property shall close no later than twoi, years after the OPA, DDA and Development Agreement are executed by all parties. Developers further agree that during said two year period, Developers shall prepare and submit for Agency consideration a development plan, which if approved, will complete the land use entitlements for Developers' property and the Subject Property and which will used to determine the Subject Property's sales price consis~.ent with Exhibit D attached hereto. H. Developers agree that commencing on the date the DDA and OPA are executed by ail parties and assuming City/Agency has cleared the Subject Property of City-Owned equipment and facilities, Developers shall pay City/Agency tWelve thousand five hundred dollars ($12,500 U.S.) per month for a maximum period of twenty four (24) months as rental payments for the Subject Property. In the event, Developers acquire the Subject Property at any time prior to the end of the twenty four (24) period referenced herein, said rentai payments shall be credited against the purchaSe price. If Developers fail to acquire the Sub}em Property during i. said 24 month period, the City/Agency shall retain said rentai payments without any credit owing to Developers. 5. AGREEMENT NON-BINDING ON PARTIES. As this ENRA is prepared and exeCuted prior to completion of appropriate environmental review documents, nothing contained herein shall obligate the City or Agency to approve any OPA, DDA, 6r Development Agreement negotiated pursuant to this ENRA. The City shall retain complete authority to determine whether or not to convey the Subject Property to the Agency. The City and Agency, as appropriate, shall retain the complete authority to.review and approve or deny any OPA, DDA, or Development Agreement negotiated pursuant to this ENRA. The Developers, City and Agency do agree, however, to negotiate in good faith and the City and Agency, agree not to negotiate for the sale or lease of the Subject Property during the term of the ENRA, provided that the Developers are complying with the terms of this ENRA. Attest City Clerk Approved as to Fc City Attorney Approved as to Fc Executive Director, Redevelopment Agency, South San Francisco City Manager, South San Frandsco Bay West Cove, L.L.C. Counsel for Bay West Cove, L.L.C. EXHIBIT C SHEAKWATER KEDEVELOPMENT PROJECT PUBLIC IMPROVEMENTS Des~ziption Traffic Irnproven~nts * Widen Oyster Point Boulevard from two lanes to four ~rom the ~xisting two- lane segment west of Eccles Avenue to the proposed Gull Koad * Add second thrgugh lane for southbound off r~mp at Bayshore Boulevard and southbound U.S. 101 off-ramp, if necessary * Install traffic signals at Bayshore Boulevard and southbound U.S. I01 off-ramp, if necessary If thc traffic knprovernents identified herein are acknowledged to be, in part, mitigation for otller projects, the City/Agency will make reasonable efforts to apportion the tgtal costs. Sanitary Sewer L~ne Improvements * Upgrade pump station number 4 (Other proiects are contributing to this proiect. Shearwategs contribution will · i be only a pomoni of this amount.) Subtotal ~:stimated Cost $ 928,000 I22,600 138,000 168.772 $1,357,372 Other Traffic Improvements Pay all costs associated with Oyster Point Flyover in eXcess of the tax increment available which is anticipated to be approximately $5.5 million (payment im lieu of Oyster Point fee) - Park fees will net Out to zero in ail likelihood based om credit for onsite (shoreline improvemaents) and offset (O.P. landscape improvements) Sewer fees will be based on study and will only be eq~,~l ~o cost of additional demand created ; J:\WPD~NRSW~,O~AG~IBIT. C Exfa%~t D PROJECT CON[M1TMENTS Retail Project ($0% or more retz~) Redevelopment Agency · Tax Increment generated fi.om the project to be used for public improvements · USX Claim, but Agency has right to pursue if developer is unsuccessful · GSA property to be sold for $1.$ millio~ ifa fifty percent (50%) or more retail project iS developed. Payment for the land to be deferred until three (3) years after first retailer receives occupancy permit. If after te first five (5) years off'tail operations (defined as five years after the first remf_er receives its occupancy permit), the city has not recieved $1.7 million fi.om sales tax generated fi.om the retail center, the developer shall pay to the city the difference between the sales tax revenues received from the project axlct the $1.7 million the GSA property has been discounted for the retail usei Developer · Consmlcts the Southbound Flyover . · Constmctfi.ontageimprov'ements a~ sa-r ~-r~ =~ a-,~,,~,~ C.. · Acquires the GSA property for $1.5 million ifa fifty percent (50%) or more retail project is developed. Payment to be deferred until three (3) years after first ret~,'ler receives occupancy permit_ Retail is defi.aed in this option to mean a minimum of the following to meet the fifty percent (50%) or better criteria. · 100,000 square foot big box retail · 130,000 ~uare foot of additional promotional retail of which eighty percent (80%) o~' 104,000 square feet must consist of stores of 10,000 square feet in size or larger. 'A restaurant may be included in this category if it is a sit down restaurar, t over 5,000 square feet and generates a minimum of $200 in sales tax per square feet. Omce Project Redev&lopmeni Agency · Tax Increment generated fi.om the project to be used for public improvements · USX Claim but ^gency has right to purme if developer is unsuccessful · $~.2 mgl:on for the GSA property payable at ~crow closing Developer '! ' · Constructs the Southbound Flyover · Constm;~ fi.ontage iml~ro'vements ~ ~.-r ~_-r. ~ a-~-,.,~2~ C_. · Acquires the GSA property at $3.2 million to be paid at close of escrow..