HomeMy WebLinkAbout2017-03-22 e-packet@600Wednesday, March 22, 2017
6:00 PM
City of South San Francisco
P.O. Box 711 (City Hall, 400 Grand Avenue)
South San Francisco, CA
Municipal Services Building, Council Chambers
33 Arroyo Drive, South San Francisco, CA
Joint Special Meeting City Council and Successor Agency
Special Meeting Agenda
March 22, 2017Joint Special Meeting City Council
and Successor Agency
Special Meeting Agenda
NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of
California, that the Successor Agency to the City of South San Francisco Redevelopment Agency and
the City Council will hold a Joint Special Meeting on Wednesday, March 22, 2017, at 6:00 p.m., in the
Municipal Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco, California.
Purpose of the meeting:
Call to Order.
Roll Call.
Agenda Review.
Public Comments - comments are limited to items on the Joint Special Meeting Agenda.
ADMINISTRATIVE BUSINESS
Report regarding a Resolution approving an Exclusive Negotiating Rights Agreement
(ENRA) between the City of South San Francisco, the South San Francisco Successor
Agency and ROEM Development Corporation for the properties located at 418
Linden Avenue (APN 012-314-010) and 201-219 Grand Avenue (APNs
012-316-110, 012-316-100, 012-316-090 and 012-316-080). (Julie Barnard,
Economic Development Coordinator)
1.
Resolution approving an Exclusive Negotiating Rights Agreement (ENRA) between
the South San Francisco Successor Agency, the City of South San Francisco and
ROEM Development Company for the properties located at 201 Grand Avenue, 207
Grand Avenue, 217-219 Grand Avenue (APNs 012-316-100, 012-316-110,
012-316-080 and 012-316-090), and 418 Linden Avenue (APN 012-314-010).
1a.
CLOSED SESSION
Closed Session:
Conference with Real Property Negotiators
(Pursuant to Government Code Section 54956.8)
Property: Former PUC Parcels: Parcel A1 (APN 011322030); Parcel A2a (APN
011326030, 093331070 & 093331080); Parcel A3 (APN 011312050)
Negotiating Parties: City of South San Francisco and Oversight Board to the
Successor Agency to the former Redevelopment Agency
Negotiations: Review Price and Terms.
2.
Adjournment.
Page 2 City of South San Francisco Printed on 4/6/2017
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-194 Agenda Date:3/22/2017
Version:1 Item #:1.
Report regarding a Resolution approving an Exclusive Negotiating Rights Agreement (ENRA)between the
City of South San Francisco,the South San Francisco Successor Agency and ROEM Development Corporation
for the properties located at 418 Linden Avenue (APN 012-314-010)and 201-219 Grand Avenue (APNs 012-
316-110, 012-316-100, 012-316-090 and 012-316-080). (Julie Barnard, Economic Development Coordinator)
RECOMMENDATION
It is recommended that the City Council and Successor Agency adopt a resolution approving an
Exclusive Negotiating Rights Agreement (ENRA)between the City of South San Francisco (City),the
South San Francisco Successor Agency (Agency)and ROEM Development Corporation for the
properties located at 418 Linden Avenue (APN 012-314-010)and 201-219 Grand Avenue (APNs 012-316-
110, 012-316-100, 012-316-090 and 012-316-080).
BACKGROUND/DISCUSSION
In December 2015,the City approved the Grand &Linden Project,which will develop two key downtown
parcels:201-219 Grand Avenue (site owned by Successor Agency)and 418 Linden Avenue (site owned by
City), as shown on the attached site map. The two sites are approved for development as follows:
·201-219 Grand Avenue (201 Grand)is entitled for 46 housing units with ground floor commercial,a
leasing office and a resident lounge.
·418 Linden Avenue is entitled for 38 housing units, with some flexibility to allow for live/work spaces.
At the time of project approval,the City and Agency also approved a Disposition and Development Agreement
(DDA)with Brookwood Equities LLC.In the ensuing months,Brookwood was unable to obtain financing or
advance the project,and as a result the City and Agency terminated the DDA.According to the terms of the
DDA,after termination,the City retained the project entitlements.This allowed the City to solicit a new
developer with the entitled proposal.Staff conducted an extensive Request for Proposals (RFP)process and,on
December 14,2016,the City and Agency selected a developer,ROEM Development Corporation.On January
23,2017,the Oversight Board approved the Agency’s recommendation for ROEM for the Agency-owned
property (i.e., 201 Grand Ave.).
Exclusive Negotiating Rights Agreement
Since the developer selection,staff has been working closely with the ROEM team to negotiate an Exclusive
Negotiating Rights Agreement (ENRA).The purpose of the ENRA is to establish procedures and standards for
the negotiation between the Agency/City and ROEM Development in order to reach a Purchase and Sale
Agreement (PSA).In addition,it provides the developer with the necessary site control and assurances to
proceed with preparations for construction which would include activities such as generating construction
drawings.
In their RFP response,ROEM Development proposed increasing the number of affordable units from 17 to 38
units,distributed evenly over the two buildings (i.e.,201 Grand and 418 Linden).The affordability levels
would be amended from 60 to 80 percent of Area Mean Income (AMI)to all below 60 percent of AMI.
Therefore,in addition to negotiating a PSA during the ENRA term,the City and ROEM will also negotiate an
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Affordable Housing Agreement (AHA) and Development Agreement (DA).
Key business points that are contained in the ENRA include the following:
·Sale price: $1,000,000 for 418 Linden Avenue and $1,200,000 for 201 Grand Avenue.
·Deposit:$200,000 deposit will be required upon execution of the ENRA (Agency and City may recover
costs for third party assistance and staff time).
·Term:The ENRA is set initially at 120 days with administrative authority to extend by up to 90 days at
a charge to the developer of $25,000, if required.
·Documentation of Financial Feasibility:Within 45 days of the ENRA expiration,ROEM must submit a
draft pro-forma as well as proof of financing and equity.
Next Steps
If the ENRA is approved,staff and ROEM will proceed with negotiating the PSA,DA and AHA which is
anticipated to appear before the City Council in summer 2017.ROEM has its own general contractor team and
wishes to commence construction as quickly as possible.
CONCLUSION
It is recommended that the City Council and Successor Agency adopt a resolution approving an Exclusive
Negotiating Rights Agreement (ENRA)between the City of South San Francisco,the South San Francisco
Successor Agency and ROEM Development Corporation for the properties located at 418 Linden Avenue
(APN 012-314-010)and 201-219 Grand Avenue (APNs 012-316-110,012-316-100,012-316-090 and 012-316-
080).
Attachment: Site Map of Grand Avenue and Linden Avenue
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-230 Agenda Date:3/22/2017
Version:1 Item #:1a.
Resolution approving an Exclusive Negotiating Rights Agreement (ENRA)between the South San Francisco
Successor Agency,the City of South San Francisco and ROEM Development Company for the properties
located at 201 Grand Avenue,207 Grand Avenue,217-219 Grand Avenue (APNs 012-316-100,012-316-110,
012-316-080 and 012-316-090), and 418 Linden Avenue (APN 012-314-010).
WHEREAS,the City of South San Francisco (“City”)is the owner of certain real property (“418 Linden”)
located in the City of South San Francisco,California,known as County Assessor’s Parcel Numbers (“APN”)
012-314-010; and
WHEREAS,the Successor Agency (“Agency”)is the owner of certain real property at 201 Grand Avenue,207
Grand Avenue,217-219 Grand Avenue (“201 Grand”)located in the City of South San Francisco,California,
known as APNs 012-316-100, 012-316-110, 012-316-080 and 012-316-090; and
WHEREAS,201 Grand is entitled for 46 housing units with ground floor commercial,a leasing office and a
resident lounge; and
WHEREAS,418 Linden is entitled for 38 housing units,with some potential ground floor live/work spaces;
and
WHEREAS,the City and Agency approved a Disposition and Development Agreement (“DDA”)with
Brookwood Equities LLC; and
WHEREAS,the City and Agency terminated the DDA with Brookwood and subsequently solicited a new
developer for the development of 201 Grand and 418 Linden; and
WHEREAS, ROEM Development Corporation was selected as the preferred developer (“Developer”); and
WHEREAS,City staff and Developer have negotiated an Exclusive Negotiating Rights Agreement (“ENRA”),
hereto attached as Exhibit A; and
WHEREAS,the purpose of the ENRA is to establish procedures and standards for the negotiation between the
Agency/City and Developer in order to reach a Purchase and Sale Agreement (“PSA”).
NOW THEREFORE BE IT RESOLVED that the Agency Board and City Council does hereby resolve as
follows:
1.The Recitals set forth above are true and correct, and are incorporated herein by reference.
2.The Exclusive Negotiating Rights Agreement,substantially in the form attached hereto as Exhibit A,is
hereby approved,and the Executive Director or his designee is hereby authorized to execute it on behalf
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hereby approved,and the Executive Director or his designee is hereby authorized to execute it on behalf
of the Successor Agency;and the City Manager or his designee is hereby authorized to execute it on
behalf of the City.
3.The Executive Director/City Manager is hereby authorized to make revisions to the Exclusive
Negotiating Right Agreement,which do not materially or substantially increase the Agency’s or 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,with review and approval as to
form by the City Attorney/Agency Counsel.
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EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
by and amongst
ROEM DEVELOPMENT CORPORATION,
CITY OF SOUTH SAN FRANCISCO,
and
SOUTH SAN FRANCISCO SUCCESSOR AGENCY
DRAFT 02-14-2017
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
-1-
THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this "Agreement") is
entered into by and between the CITY OF SOUTH SAN FRANCISCO, a municipal
corporation ("City"), the SOUTH SAN FRANCISCO SUCCESSOR AGENCY, a public
agency ("Agency"), and ROEM DEVELOPMENT CORP, a Corporation ("Developer"),
dated as of______________ (the "Effective Date"), which along with the South San Francisco
Oversight Board, are each referred to as "Party" or collectively referred to as the "Parties."
WHEREAS, the City is the owner of certain real property ("Linden Property") located
in the City of South San Francisco, California, known as County Assessor's Parcel Numbers
012-314-010 (418 Linden Avenue), and the Agency is the owner of certain real property
("Grand Property") located in the City of South San Francisco, California, known as County
Assessor's Parcel Numbers 012-316-110, 012-316-100, 012-316-090 and 012-316-080 (201-
219 Grand Avenue); as more particularly described in Exhibit A attached hereto and
incorporated herein by this reference (together, “Properties”); and
WHEREAS, Developer intends to create two special purpose entities: ROEM Grand
Venture LLC ("RGV") for the development of the Grand Property and ROEM Linden Venture
LLC ("RLV") for the development of the Linden Property, to serve as the ownership entities
for each respective property; and
WHEREAS, on June 29, 2011 the legislature of the State of California (the “State”)
adopted Assembly Bill x1 26 (“AB 26”), which amended provisions of the Redevelopment Law;
and
WHEREAS, pursuant to AB 26 and the California Supreme Court decision in California
Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with
AB 1484, the “Dissolution Law”), the Agency was dissolved on February 1, 2012; and
WHEREAS, pursuant to the Dissolution Law, the South San Francisco Successor
Agency (“Agency”) prepared a Long Range Property Management Plan (“LRPMP”), which was
approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment
Agency of the City of South San Francisco (“Oversight Board”) on May 21, 2015 and was
approved by the California Department of Finance (“DOF”) on October 1, 2015; and,
WHEREAS, the Grand Property is included in the LRPMP and is identified as part of an
Approved Redevelopment Plan; and,
WHEREAS, the LRPMP identifies the Grand Property for disposition and development
consistent with those redevelopment plans; and,
WHEREAS, the Agency and City are interested in selling the Properties to Developer
contingent upon Developer preparing all construction documents necessary for approval by the
City of South San Francisco and securing all necessary funding for the construction of 84
dwelling units (“Project”) on the Properties; and
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
WHEREAS, the Developer has requested the exclusive right to collaborate and negotiate
with the Agency and the City for the purpose of reaching agreement on a project description,
appropriate land uses, economic feasibility, and a definitive agreement whose terms and
conditions would govern any conveyance of the Properties and the development of the
Properties; and
WHEREAS, Agency and City desire to grant Developer the exclusive right to
collaborate and negotiate with Agency and City with regard to development of the Properties.
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. Good Faith Efforts to Negotiate. The Parties will use their best reasonable efforts to
successfully negotiate: (i) a Purchase Agreement which will describe the terms and
conditions governing the purchase of the Properties, and (ii) a Development Agreement
between the Developer and City that will set forth the requirements and entitlements for
the Project. The Parties will diligently and in good faith pursue such negotiations.
Furthermore, the Parties will use their best reasonable efforts to obtain any third-party
consent, authorization, approval, or exemption required in connection with the transactions
contemplated hereby. This Agreement does not impose a binding obligation on Agency or
City to convey any interest in the Properties to Developer, nor does it obligate the Agency
or City to grant any approvals or authorizations required for the Properties or any project
or improvements constructed thereon.
a. If Developer has not continued to negotiate diligently and in good faith, Agency or
City will give written notice thereof to Developer who will then have ten (10)
business days to commence negotiating in good faith. Following the failure of
Developer to thereafter commence negotiating in good faith within such ten (10)
business day period, this Agreement may be terminated by Agency or City. If this
Agreement is terminated by Agency or City pursuant to the above sentence,
Developer acknowledges and agrees that Agency and City will suffer damages,
including lost opportunities to pursue other development alternatives for the
Property and delayed receipt of property tax revenues from the Property, and that
it is impracticable and infeasible to fix the actual amount of such damages.
Therefore, the Parties agree that if this Agreement is terminated as provided above,
Agency and City will retain the Payment (as defined in Section 5 of this Agreement,
infra), plus any interest thereon, as fixed and liquidated damages and not as a
penalty.
b. If Agency or City has not continued to negotiate diligently and in good faith,
Developer will give written notice thereof to Agency or City which will then have
ten (10) business days to commence negotiating in good faith. Following the failure
of Agency or City to thereafter commence negotiating in good faith within such ten
(10) business-day period, this Agreement may be terminated by Developer. In the
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
event of such termination by Developer, Agency and City will return the unused
portion of the Payment to Developer in accordance with the provisions of Section
5 of this Agreement.
c. If, notwithstanding Agency's, City’s, and Developer's mutual diligent, good faith
negotiations, the Parties have not entered into a Purchase Agreement on or before
expiration of the Term of this Agreement (as defined in Section 3 of this Agreement)
or any extension thereof, Agency and City will return the Payment after deducting
any expenditures made for costs incurred by the Agency and City pursuant to this
Agreement.
d. If performance of this Agreement results in execution of a Purchase Agreement, the
Agency and City will apply any unused portion of the Payment to either the agreed-
upon deposit or purchase price of the Purchase Agreement.
2. Developer’s Exclusive Right to Negotiate With Agency and City. Agency and City agree
that it will not, during the term of this Agreement, directly or indirectly, through any
officer, employee, agent, or otherwise, solicit, initiate or encourage the submission of bids,
offers or proposals by any person or entity with respect to the acquisition of any interest in
the Properties or the development of the Properties, and Agency and City will not engage
any broker, financial adviser or consultant to initiate or encourage proposals or offers from
other parties with respect to the disposition or development of the Property or any portion
thereof.
Furthermore, Agency and City will not, directly or indirectly, through any officer,
employee, agent or otherwise, engage in negotiations concerning any such transaction with,
or provide information to, any person other than Developer and its representatives with a
view to engaging, or preparing to engage, that person with respect to the disposition or
development of the Properties or any portion thereof.
3. Term.
a. The term of this Agreement (“Term”) commences on the Effective Date, and will
terminate one hundred and twenty (120) days from the Effective Date, unless
extended or earlier terminated as provided herein.
b. During the Term, Developer will provide Agency and City with progress reports
every thirty (30) days with respect to Developer’s due diligence review of the
Properties, preparation of architectural and construction plans, and general progress
toward development of the Properties.
c. The Term of this Agreement may be extended for up to a maximum of ninety (90)
additional days upon the mutual written agreement of Developer, City, and Agency
acting through and in the discretion of its Agency Executive Director/City
Manager, or his/her designee and the payment by Developer of $25,000.
Developer understands that the Agency and City will only consider an extension of
the Term of this Agreement where Developer has demonstrated, to the Agency’s
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
and City’s satisfaction, substantial progress towards development of the Properties,
such as by submittal of a building permit application, submittal of architecture and
construction plans, payment of any applicable processing and plan check fees , or
undergoing City review of any necessary land use entitlements , including a
Development Agreement.
4. Relationship of the Parties. Nothing in this Agreement creates between the Parties the
relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers.
5. Payment for Agency and City Costs.
a. In consideration for this Agreement and the costs the Agency and City have and
will incur in furtherance of this Agreement and the negotiation of the Purchase
Agreement, Developer will, within five (5) days of the Effective Date, submit to
Agency and City a deposit (“Payment”) in the amount of Two Hundred Thousand
Dollars ($200,000) in immediately available funds, split equally between the
Agency and the City.
b. Agency and City will deposit the Payment in separate interest bearing accounts of
the Agency and the City and any interest, when received by Agency or City, will
become part of the Payment.
Agency and City agree to account for deposit, interest earnings, and any expenditures made
related to the execution of this Agreement consistent with all reporting
requirements of the State of California Department of Finance (“DOF”).
c. On or before the expiration of the Term of this Agreement, the Agency or City may,
in accordance with the provisions of Section 1(c) of this Agreement, draw on the
Payment to reimburse the Agency’s or City’s cost for third-party assistance, legal
fees, and staff time in the negotiations for and preparation of the Purchase
Agreement and any related documents. The Agency or City will notify the
Developer of the identity, qualifications, scope of work and budget for any third
party consultants that will be paid for by the Payment prior to authorizing work
under any such third party contract and will provide Developer a written account
of such reimbursement, including copies of any third party invoices under approved
scopes of work (not including any information subject to attorney client privilege)
upon the request of Developer.
d. Any amount remaining in the Payment after expiration of the Term of this
Agreement or execution of a Purchase Agreement, whichever comes first, and
taking into account expenditures authorized by Section 5(b) above, will be disposed
of as provided in Section 1 of this Agreement.
6. Terms and Conditions of the Purchase Agreement. The Parties agree to use their best
reasonable efforts to successfully negotiate a Purchase Agreement including, but not
limited to, the terms set forth in Exhibit B. The Parties agree the terms shall be generally
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
based on those set forth herein and in Exhibit B attached hereto and incorporated herein by
reference.
7. Developer’s Studies; Right of Entry.
a. During the Term of this Agreement, Developer will use its best reasonable efforts
to prepare, at Developer’s expense, any studies, surveys, plans, specifications and
reports (“Developer’s Studies”) Developer deems necessary or desirable in
Developer’s sole discretion, to complete its due diligence for the Property.
Developer’s Studies may include, without limitation, title investigation, marketing,
feasibility, soils, seismic and environmental studies, financial feasibility analyses
and design studies. The Developer will have rights of access to the Property to
prepare the Developer’s Studies.
b. Developer hereby agrees to notify the Agency and City twenty-four (24) hours in
advance of its intention to enter the Property.
c. Developer will provide the Agency and City with work plans, drawings, and
descriptions of any intrusive sampling it intends to do. Developer must keep the
Property in a safe condition during its entry. Developer shall repair, restore and
return the Property to its condition immediately preceding Developer’s entry
thereon at Developer’s sole expense.
d. Without limiting any other indemnity provisions set forth in this Agreement,
Developer shall indemnify, defend (with counsel approved by Agency and City)
and hold the Agency and City, its officials, officers, employees, consultants,
contractors and volunteers ("Indemnities") harmless from and against all claims
resulting from or arising in connection with entry upon the Property by Developer
or Developer’s agents, employees, consultants, contractors or subcontractors
pursuant to this Section 7; provided however, Developer will have no
indemnification obligation with respect to the gross negligence or willful
misconduct of any Agency and City Indemnities. Developer’s indemnification
obligations set forth in this Section 7 shall survive the termination of this
Agreement and shall apply to any claims filed against the Agency or City within
eighteen months of termination of this Agreement.
e. If upon expiration of the Term of this Agreement the Parties have not successfully
negotiated a Purchase Agreement, Developer will provide Agency and City within
fifteen (15) days following said date of expiration copies of the Developer’s Studies
completed by such date, not including the intellectual property of Developer.
Developer will also provide Agency and City with copies of any Developer’s
Studies completed after the expiration of the Term within fifteen (15) days
following completion of such studies, or if Developer intends not to complete any
Developer Studies, Developer will provide Agency and City with copies of such
uncompleted studies.
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
8. City's Reports and Studies. Within twenty (20) days following the Effective Date,
City will make available to Developer for review or copying at Developer's expense
all nonprivileged studies, surveys, plans, specifications, reports, and other documents
with respect to the Property that City has in its possession or control, which have not
already been provided. Studies or documents prepared by City and its agents solely
for the purpose of negotiating the terms of a Purchase Agreement are not required to
be provided by City to Developer and are excluded from this requirement
9. Agency’s Reports and Studies. Within twenty (20) days following the Effective Date,
Agency will make available to Developer for review or copying at Developer’s expense all
nonprivileged studies, surveys, plans, specifications, reports, and other documents with
respect to the Property that Agency has in its possession or control, which have not already
been provided. Studies or documents prepared by Agency and its agents solely for the
purpose of negotiating the terms of a Purchase A greement are not required to be provided
by Agency to Developer and are excluded from this requirement.
10. Developer’s Pro Forma, Evidence of Financing and Schedule for Conveyance of Property
Following Potential Approval of a Purchase Agreement. At least 45 days prior to City and
Agency consideration of the Purchase Agreement, Developer will provide City and Agency
with a pro forma for the Project that confirms the financial feasibility of Developer's
proposed development of the Property and planned financing for the Project. The Parties
agree that the Purchase Agreement will contain language that provides that: (l ) not later
than forty-five (45) days prior to conveyance of the Property, Developer will provide
evidence satisfactory to City and Agency (in City’s and Agency’s sole discretion) that
Developer has secured binding commitments, subject only to commercially reasonable
conditions, for all funding necessary for the successful purchase of the Property and
completion of the Project, and (2) prior to conveyance of the Property, Developer shall
obtain approval of final construction plans for the Properties, and issuance of building
permits for the Properties. Not later than forty five (45) days prior to consideration of the
Purchase Agreement, Developer shall provide a development schedule for all Properties.
11. Full Disclosure. Developer is required to make full disclosure to City and Agency of its
principals; officers; major stockholders, partners or members; joint venturers; negotiators;
development managers; consultants and directly-involved managerial employees
(collectively, “Developer Parties”); and all other material information concerning
Developer. Any change in the identity of the Developer Parties will be subject to the
approval of City and Agency, which will not be unreasonably withheld. Developer will
make and maintain full disclosure to City and Agency of its methods of financing to be used
in the acquisition and development of the Property.
12. Periodic Reporting to Governing Bodies. Agency will report periodically to the Agency
Board and/or the Oversight Board of the Successor Agency on the status of negotiations, City
will report periodically to the City Council, and Developer may be asked to attend such
meetings to provide those bodies with a status update of their development efforts related to
this Agreement.
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
13. Confidentiality; Dissemination of Information. To the extent permitted by law, during the
term of this Agreement, each Party will obtain the consent of the other Parties prior to
issuing or permitting any of its officers, employees or agents to issue any press release or
other information to the press with respect to this Agreement; provided however, no Party
will be prohibited from supplying any information to its representatives, agents, attorneys,
advisors, financing sources and others to the extent necessary to accomplish the activities
contemplated hereby so long as such representatives, agents, attorneys, advisors, financing
sources and others are made aware of the terms of this Section. Nothing contained in this
Agreement will prevent any Party at any time from furnishing any required information to
any governmental entity or authority pursuant to a legal requirement or from complying
with its legal or contractual obligations.
14. Execution of Purchase Agreement. Neither the City nor the Agency has a legal obligation
to grant any approvals or authorizations for the sale of the Property or any development
thereon until the Purchase Agreement has been approved by the City Council, Agency
Board, and the South San Francisco Oversight Board.
15. Termination.
a. City or Agency shall have the right to terminate this Agreement with thirty (30)
days' written notice, with or without cause.
b. Developer shall have the right to terminate this Agreement with cause, upon sixty
(60) days’ written notice to City and Agency, if funding cannot be obtained.
c. This Agreement may be terminated at any time by mutual consent of the Parties.
d. City or Agency will have the right to terminate this Agreement upon its good faith
determination that Developer is not proceeding diligently and in good faith to carry
out its obligations pursuant to this Agreement. City or Agency will exercise such
right in accordance with the provisions set forth in Section 1 of this Agreement.
e. Developer will have the right to terminate this Agreement, in accordance with the
provisions set forth in Section 1 of this Agreement, if the results of its investigation
of the Property are unsatisfactory, in Developer’s sole and absolute discretion, with
respect to Developer’s desired development activities or if Developer is unable to
obtain other necessary approvals, rights or interests.
f. None of the Parties will have the right to seek an award of damages as a result of
the termination of this Agreement pursuant to this Section.
g. With termination prior to the commencement of construction, City and Agency
retains ownership of Properties.
16. Effect of Termination. Upon termination as provided herein, or upon the expiration of the
Term and any extensions thereof without the Parties having successfully negotiated a
Purchase Agreement, this Agreement will forthwith be void, and there will be no further
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
liability or obligation on the part of any of the Parties or their respective officers,
employees, agents or other representatives; provided however, the provisions of Section
13 (Confidentiality; Dissemination of Information), Section 18 (Indemnification), and
Section 22 (Brokers) will survive such termination. Provided further, that upon termination
or expiration of this Agreement without the Parties having successfully negotiated a
Purchase Agreement, Developer will deliver to City and Agency all of the Developer’s
Studies pursuant to the provisions of Section 7 of this Agreement and all Reports and
Studies provided pursuant to the provisions of Sections 8 and 9 of this Agreement.
17. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant
to this Agreement will be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written
notice delivered to the other parties in accordance with this Section. All such notices will
be sent by:
a. Personal delivery, in which case notice is effective upon delivery;
b. Certified or registered mail, return receipt requested, in which case notice will be
deemed delivered on receipt if delivery is confirmed by a return receipt;
c. Nationally recognized overnight courier, with charges prepaid or charged to the
sender’s account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service;
d. Facsimile transmission, in which case notice will be deemed delivered upon
transmittal, provided that:
i. A duplicate copy of the notice is promptly delivered by first -class or
certified mail or by overnight delivery, or
ii. A transmission report is generated reflecting the accurate transmission
thereof. Any notice given by facsimile will be considered to have been
received on the next business day if it is received after 5:00 p.m. recipient’s
time or on a nonbusiness day.
City/Agency: City of South San Francisco and
South San Francisco Successor Agency
400 Grand Avenue
South San Francisco, CA 94080
Attn: City Manager
Tel (650) 877-8501
Fax (650) 829-6609
with a copy to: Meyers Nave
Attn: Jason Rosenberg
555 12th Street, Suite 1500
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
Oakland, CA 94607
Tel (510) 808-2000
Fax (510) 444-1108
Developer: ROEM Development Corporation
1650 Lafayette Street
Santa Clara, CA 95050
Attention: Rob Wilkins
Telephone: (408) 984-5600 x16
Email: [email protected]
18. Indemnification. Developer hereby covenants, on behalf of itself and its permitted
successors and assigns, to indemnify, hold harmless and defend the Agency and the City
of South San Francisco and their elected and appointed officials, officers, agents,
representatives and employees (“Indemnitees”) from and against all claims, costs
(including without limitation reasonable attorneys’ fees and litigation costs) and liability,
arising out of or in connection with this Agreement and/or arising out of or in connection
with the Developer’s access to and entry on the Property pursuant to Section 7 of this
Agreement; provided however, Developer will have no indemnification obligation with
respect to the gross negligence or willful misconduct of any Indemnitee.
19. Severability. If any term or provision of this Agreement or the application thereof will, to
any extent, be held to be invalid or unenforceable, such term or provision will be ineffective
to the extent of such invalidity or unenforceability without invalidating or rendering
unenforceable the remaining terms and provisions of this Agreement or the application of
such terms and provisions to circumstances other than those as to which it is held invalid
or unenforceable unless an essential purpose of this Agreement would be defeated by loss
of the invalid or unenforceable provision.
20. Entire Agreement; Amendments In Writing; Counterparts. This Agreement contains the
entire understanding of the Parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements and understandings, oral and written, between
the Parties with respect to such subject matter. This Agreement may be amended only by
a written instrument executed by the Parties or their successors in interest. This Agreement
may be executed in multiple counterparts, each of which will be an original and all of which
together will constitute one agreement.
21. Successors and Assigns; No Third-Party Beneficiaries. This Agreement will be binding
upon and inure to the benefit of the Parties and their respective successors and assigns;
provided however, that neither Party will transfer or assign any of such Party’s rights
hereunder by operation of law or otherwise without the prior written consent of the other
Party, and any such transfer or assignment without such consent will be void.
Notwithstanding the foregoing, Developer is permitted to assign this Agreement without
such written consent, provided that Developer assigns this Agreement to (i) an entity that
is wholly controlled by Developer, or (ii) an entity in which the Developer is a member
and has day to day management responsibilities for such entity. Subject to the immediately
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
preceding sentence, this Agreement is not intended to benefit, and will not run to the benefit
of or be enforceable by, any other person or entity other than the Parties and their permitted
successors and assigns.
22. Brokers. Each Party warrants and represents to the other that no brokers have been retained
or consulted in connection with this transaction. Each Party agrees to defend, indemnify
and hold harmless the other Party from any claims, expenses, costs or liabilities arising in
connection with a breach of this warranty and representation. The terms of this Section
will survive the expiration or earlier termination of this Agreement.
23. Captions. The captions of the sections and articles of this Agreement are for convenience
only and are not intended to affect the interpretation or construction of the provisions
hereof.
24. Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of California.
[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
AGENCY
By: _______________________________
Mike Futrell
Executive Director
ATTEST:
By: _______________________________
Agency Clerk
APPROVED AS TO FORM:
By: _______________________________
Jason Rosenberg
Agency Counsel
CITY
By: _______________________________
Mike Futrell
City Manager
ATTEST:
By: _______________________________
City Clerk
APPROVED AS TO FORM:
By: _______________________________
Jason Rosenberg
City Attorney
DEVELOPER
By: _______________________________
Robert Emami
President
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
EXHIBIT A
PROPERTIES
(Attach legal description of Properties)
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
EXHIBIT B
PURCHASE AGREEMENT TERMS
Criteria ROEM Development Corporation
Purchase Price Offered (201 Grand)
$1,200,000
Purchase Price Offered (418 Linden) $1,000,000
Prevailing Wages for Construction Yes
Sites 201 Grand Ave. & 418 Linden Ave.
Development Type Market-rate rental units and affordable units.
Height (floors) 60 feet (5 stories)
Proposed Number of Units 84 Total units
Grand – 46 units
Linden – 38 units
Unit Size Composition Seven Studio apartment units
39 One-bedroom apartment units
33 Two-bedroom apartment units
Five Three-bedroom apartments units
Affordable Units 20% BMR required per Inclusionary Ordinance
Design & Construction Period Six (6) months for construction documents
Eighteen (18) months for construction
EXHIBIT A
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
ROEM DEVELOPMENT CORPORATION
EXHIBIT C
SCHEDULE OF PERFORMANCE
Milestone Date
ENRA execution & Effective Date March 27, 2017
$200,000 Deposit Payment April 1, 2017
Progress Report 1 April 26, 2017
Progress Report 2 May 26, 2017
Progress Report 3 June 25, 2017
Developer’s Pro Forma, Evidence of Financing and
Schedule for Conveyance of Property Following Potential
Approval of a Purchase Agreement
June 12, 2017
ENRA expires July 25, 2017
Administrative extension October 23, 2017
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-144 Agenda Date:3/22/2017
Version:1 Item #:2.
Closed Session:
Conference with Real Property Negotiators
(Pursuant to Government Code Section 54956.8)
Property:Former PUC Parcels:Parcel A1 (APN 011322030);Parcel A2a (APN 011326030,093331070 &
093331080); Parcel A3 (APN 011312050)
Negotiating Parties:City of South San Francisco and Oversight Board to the Successor Agency to the former
Redevelopment Agency
Negotiations: Review Price and Terms.
City of South San Francisco Printed on 4/6/2017Page 1 of 1
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