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..