HomeMy WebLinkAbout2011-03-02 e-packetSPECIAL MEETING
CITY COUNCIL
AND
REDEVELOPMENT AGENCY
OF THE
CITY OF SOUTH SAN FRANCISCO
P.O. Box 711 (City Hall, 400 Grand Avenue)
South San Francisco, California 94083
Meeting to be held at:
CITY HALL
CITY MANAGER'S CONFERENCE ROOM
400 GRAND AVENUE
SOUTH SAN FRANCISCO, CA
WEDNESDAY, MARCH 2, 2011
4:00 P.M.
NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the
State of California, the City Council of the City of South San Francisco and the South San Francisco
Redevelopment Agency will hold a Special Meeting on Wednesday, the 2nd day of March, 2011, at
4:00 p.m., in the City Manager's Conference Room at City Hall, 400 Grand Avenue, South San
Francisco, California.
Purpose of the meeting:
1. Call to Order.
2. Roll Call.
3. Agenda Review.
4. Public Comments — comments are limited to items on the Special Meeting Agenda.
5. Resolutions of the City Council of the City of South San Francisco and the
Redevelopment Agency of the City of South San Francisco approving the
acquisition by the City of South San Francisco of real property from the
Redevelopment Agency of the City of South San Francisco and approving
Disposition and Development Agreements between the City of South San
Francisco and the South San Francisco Redevelopment Agency.
1599998.2
6. Resolutions of the City Council of the City of South San Francisco and the
Redevelopment Agency of the City of South San. Francisco authorizing (1) the
expenditure of tax increment funds for specified public improvements associated
with the Oak Avenue Extension Roadway project, the Miller Avenue Parking
Garage and the Oyster Point Specific Plan; (2) adopting findings required by
Health and Safety Code Section 33445; and (3) authorizing the execution of a
Public Improvement Agreement between the City of South San Francisco and the
Redevelopment Agency of South San Francisco.
7. City Council and Redevelopment Agency Resolutions making findings pursuant to
Health and Safety Code Section 33445 and approving forgiving a loan made by the
Redevelopment Agency to Downtown Parking Enterprise Fund for construction of
the Downtown Parking Garage.
8. Redevelopment Agency Resolution authorizing the Executive Director to make a
payment to San Mateo County for the Share of the Redevelopment Agency's
obligation to the County to reimburse Genentech, Inc for property taxes that were
ordered refunded by the San Mateo County Superior Court.
9. Redevelopment Agency Resolutions approving the appropriation of $2.5 million of
the Merged Redevelopment Project Arca Funds to the Low and Moderate Income
Housing Fund for the development of affordable housing by Giffra Enterprises
LLC, and (2) a resolution approving the appropriation of $9,989,000 of Merged
Project Arca Funds to the Low and Moderate Income Housing Fund for the
development of affordable housing by affiliates of Mid - Peninsula Housing
Corporation.
10. Adjourned.
�trA`
ity C rk and At cy Clerk, City of South San
Francisc s . • . S uth San Francisco Redevelopment
Agency
SPECIAL CITY COUNCIL & REDEVELOPMENT AGENCY MEETING MARCH 2, 2011
AGENDA PAGE 2
Staff Report
DATE: March 2, 2011
TO: Honorable Mayor and City Council
FROM: Marty Van Duyn, Assistant City Manager
SUBJECT: RESOLUTION OF THE CITY COUNCIL APPROVING THE ACQUISITION
OF REAL PROPERTY FROM THE REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO AND APPROVING DISPOSITION AND
DEVELOPMENT AGREEMENTS AND ASSIGNMENT OF LEASES
BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
RECOMMENDATION
It is recommended that the City Council approve by Resolutions: 1) acquisition of real
property from the Redevelopment Agency of the City of South San Francisco and 2)
Disposition and Development Agreements (DDA) between the City of South San Francisco and
the Redevelopment Agency of the City of South San Francisco.
BACKGROUND
Redevelopment programs and projects have been used effectively to provide affordable housing and
attract, support and retain the industries that have given us quality job growth in the past few years.
Over the past twenty years, the Redevelopment Agency of the City of South San Francisco
( "Redevelopment Agency" or "Agency ") has pursued a long -term and comprehensive effort to help
the community find solutions for land use, housing, economic development, transportation, and
conservation needs in our city. For example, the Agency has spent over $250 million dollars to
improve our roads, build new water treatment facility, construct the new Downtown Parking Garage,
improve our parks, provide low - income housing, and augment the local and regional transportation
systems. Many of the Agency's projects support state mandates to provide low- income housing. The
programs and projects that have been planned and implemented in the El Camino Real, Downtown
Central, Gateway, and Shearwater Redevelopment Project Areas have played an essential part in
improving the quality of life for the residents of the Project Areas and the entire community.
Planning Context
In recent years, the Agency's programs and projects have helped to implement the following planning
initiatives:
Staff Report
Subject: Acquisition of real property from the Redevelopment Agency of the City of San
Francisco
Page 2
South San Francisco Transit Oriented Development Initiatives
The South San Francisco BART Station created new opportunities for innovative planning along El
Camino Real. With the adoption of the South San Francisco General Plan in 1999, the City Council
recognized that the South San Francisco BART Station area could be a new activity node that would
serve local residents and attract people to our city. Specific to the El Camino Real Corridor, the City
has: 1) adopted the SSF General Plan which encourages transit oriented development; 2)
implemented the SSF BART Transit Village Plan and Ordinance; 3) prepared plans to extend Oak
Avenue from Mission Road to El Camino Real; 4) constructed the majority of Centennial Way over
the BART -SFO right -of -way. In 2008, the Redevelopment Agency purchased approximately 14 acres
of vacant land from the San Francisco Public Utilities Commission and Ron Price Motors to enable
the construction of a high quality mixed -use development within the '/ mile transit- oriented
development area.
El Camino Real Master Plan
In 2006, the City adopted the El Camino Real Master Plan, with the goal to "develop El Camino as a
boulevard that accommodates its role as a regional corridor but with streetscape and development
that provide identity to the street." The plan area includes the El Camino Real Project Area and
focuses on streetscape improvements (sidewalks, crosswalks, landscaping, signage, lighting, bus
shelters, etc.) as well as costs and phasing, and potential funding sources.
The Grand Boulevard Initiative
The City and Agency staff participated in a multi -city and county, ABAG and MTC Task Force to
rethink the corridor's potential for housing and urban development, balancing the need for cars and
parking with viable options for transit, walking and biking, and have supported the ten guiding
principles to direct future development in the area. The first phase of the project included the
establishment of Priority Development Area (PDA) along the entire corridor. In 2007, the MTC
approved the designation of El Camino Real in South San Francisco, including the El Camino Real
Project Area, into the "El Camino Real PDA."
El Camino Real /Chestnut Land Use Plan
Since 2009, the Agency has sponsored the creation of a comprehensive plan for approximately 98
acres within the El Camino Real Redevelopment Project Area. The El Camino Real /Chestnut Land
Use Plan area is anchored by several public amenities, including Orange Memorial Park to the south,
the Centennial Way pedestrian and bikeway, the Municipal Services Building, and the South San
Francisco BART Station just to the north. The Redevelopment Agency owns approximately 14 acres
of land north of Chestnut Avenue, which is currently vacant. The proposed Plan will facilitate
development of 1,500 high- density residential units, over 200,000 square feet of new commercial
development, open space, environmental stewardship, and potential new civic facilities. The Plan is
being designed to be consistent with the intent of the Grand Boulevard Initiative for El Camino Real
and with smart growth principles, which include but are not limited to creating: mixed land uses, a
range of housing opportunities and choices, walkable neighborhoods, compact urban form,
Staff Report
Subject: Acquisition of real property from the Redevelopment Agency of the City of San
Francisco
Page 3
opportunities for transit alternatives, and effective use of available infrastructure.
Downtown Strategy
The 1999 South San Francisco General Plan identifies the Downtown area as a transit - oriented
development node near the Caltrain Station. With its transit services, proximity to major employers,
and pedestrian - friendly corridor, Downtown is well- suited to attract new residents. The City's 2009
Downtown Strategy identified 14 opportunity sites with the potential to generate 458 new housing
units and 388,200 square feet of new retail /commercial space. The Redevelopment Agency has
strategically acquired sites, consistent with the MTC Priority Development Area, to increase
residential development, create pedestrian - friendly connection from Grand Avenue to the Caltrain
Station and to connect existing and future Downtown housing to transit services and jobs.
Additionally, Agency funds were used to plan, design and construct the Downtown Parking Garage,
which opened in spring 2011.
Five -Year Implementation Plan
In support of the regional initiatives and planning efforts, the goals and objectives in the current five -
year Implementation Plan guide the direction of future development within the Project Areas. For
example, for the Downtown /Central Project Area, the Implementation Plan provides for expansion of
the retail component to draw new shoppers, support for various cultural and civic uses that provide
major anchors, promotion of the Downtown as a financial hub, creation of a pedestrian environment
to encourage multiple stops by visitors, expansion and upgrading of housing opportunities, and
incentives for infill development. For the El Camino Corridor, the Implementation Plan establishes
the following goals and objectives: eliminate and prevent the spread of blight and non - conforming
uses, promote new and continuing private sector investment, develop a spectrum of housing types
affordable to various segments of the community, create civic and educational facilities, upgrade
recreation areas and open space, and encourage the development of mixed -uses. For the Gateway
Project Area, the Implementation Plan provides for strengthening the economic base and the
community by installing public improvements needed to stimulate new development and
employment growth.
DISCUSSION
The proposed acquisition of certain Agency -owned properties by the City would permit the City to
implement the Agency's long -term redevelopment projects and programs, which will benefit the
residents of the Project Areas and the community as a whole. The Redevelopment Agency has the
responsibility to implement the redevelopment plans for the Downtown/Central Redevelopment
Project, the El Camino Corridor Redevelopment Project, and the Gateway Redevelopment Project
(the "Project Areas ") established by the Redevelopment Plans adopted for the Project Areas by the
City Council of the City of South San Francisco. Within each Project Area, the Redevelopment
DDA
Addresses
PUC
PUC properties and 1 Chestnut Avenue
Affordable Housing
323 Miller Avenue, 310 Miller Avenue (including 311 Tamarack
Lane), 380 Alta Vista, 714 -718 Linden Avenue, 339 -341 Commercial
Avenue, and 314 Miller Avenue.
Public Services
Properties
480 N. Canal (Fire Station 61), 468 Miller Avenue, 296 Airport
Boulevard, 80 Chestnut Avenue (museum), 559 Gateway Boulevard
(Childcare Center), and 472 Grand Avenue /306 Spruce (medical clinic)
Downtown Properties
200 Linden Avenue, 212 Baden Avenue, 216 Baden Avenue, 201
Grand Avenue, 207 Grand Avenue, 217 -219 Grand Avenue, 356 Grand
Avenue, 432 Baden Avenue, 905 Linden Avenue, 938 Linden Avenue,
and 616 Linden Avenue.
Staff Report
Subject: Acquisition of real property from the Redevelopment Agency of the City of San
Francisco
Page 4
Agency owns several parcels of real property that are currently used to provide, or are intended to be
redeveloped to provide, important public services to residents of the Project Areas and residents of
the City, such as affordable housing, fire protection, medical services, childcare services, and
historical services. In addition, the Redevelopment Agency owns several parcels of real property in
the Downtown /Central and the El Camino Project Areas that the Agency has strategically acquired
for construction of mixed -use developments.
Pursuant to Community Redevelopment Law (CRL) Section 33205, the Agency is authorized to
delegate to the City any of the powers or functions of the Agency with respect to the undertaking of a
redevelopment project, and the City is authorized to carry out and perform such powers and
functions. Likewise, under CRL Sections 33220 and 33437, the City is authorized to (i) acquire land
from the Agency, (ii) become obligated to use the acquired property for the purposes specified in the
Redevelopment Plan, and (iii) comply with the covenants, conditions and restrictions imposed by
the Agency in conjunction with the sale in order to prevent speculation and carry out the purposes of
the CRL and the Redevelopment Plan.
Transfer of Redevelopment Agency Property
The City and the Redevelopment Agency desire the City to implement the Redevelopment Plans for
the Project Areas. Accordingly, the Agency and the City have negotiated the terms and conditions
under which the City would acquire 29 properties, located in or near the Downtown /Central, El
Camino Real, and Gateway Project Areas, from the Agency. The acquisition of the real property
would further the goals in the Redevelopment Plans, the Implementation Plan and the General Plan.
The subject properties are listed in the following table, according to the subject of the DDA.
Staff Report
Subject: Acquisition of real property from the Redevelopment Agency of the City of San
Francisco
Page 5
Disposition and Development Agreements
The City and the Agency have negotiated the following four Disposition and Development
Agreements (DDA): PUC Properties DDA, Public Properties DDA, Affordable Housing Properties
DDA, and Downtown Properties DDA. The attached four DDAs sets forth the conditions under
which the City will acquire ownership of real property from the Agency . The DDAs require that the
properties be used and developed solely for purposes consistent with the requirements of the
Redevelopment Plan, the Implementation Plan and the South San Francisco General Plan.
Findings
The City has determined that (i) the acquisition of the properties pursuant to the Agreements (a) is
consistent with the Redevelopment Plans and the Implementation Plans for the Project Areas, (b) will
be of benefit to the Project Areas, and (c) will further the goals of the Redevelopment Plans by
providing important public services to the residents of the Project Area and the City and encouraging
mixed use developments; and the City is authorized to (i) acquire land from the Agency, (ii) to
become obligated to use the acquired property for the purposes specified in the Redevelopment Plan,
and (iii) comply with the covenants, conditions and restrictions imposed by the Agency in
conjunction with the transfer in order to prevent speculation and carry out the purposes of the CRL
and the Redevelopment Plan.
Assignment of Leases
In connection with the transfer of the 29 properties identified above, the City and the Agency have
also negotiated four Assignment of Leases for the PUC Properties, Downtown Properties, Affordable
Housing Properties, and Public Service Properties. Pursuant to the Assignment of Leases, the Agency
will assign, and the City will assume, all of the Agency's rights and obligations with tenants under
the leases affecting the properties.
Environmental Determination
The properties being transferred pursuant to the DDAs include properties with existing development
that will not change, vacant properties and properties that will be redeveloped. For those properties
that will be redeveloped, the potential development would be consistent with the applicable general
plan, specific plan and redevelopment plan. The applicable redevelopment plans were all subject to
California Environmental Quality Act ( "CEQA ") analysis at the time of adoption of the plans. The
specific CEQA compliance information, including applicable findings and references to prior
environmental analysis applicable to the DDAs, is set forth in the resolution approving the DDAs.
1603305.1
Staff Report
Subject: Acquisition of real property from the Redevelopment Agency of the City of San
Francisco
Page 6
CONCLUSION
It is recommended that the City Council approve by Resolutions: 1) the acquisition of real property
from the Agency and 2) Development and Disposition Agreements (DDA) between the City of South
San Francisco and the Redevelopment Agency of the City of South San Francisco. Approval of these
measures and authorizing the City Manager to execute the agreements will allow the City to
implement long -term planning projects, provide important public services to residents of the Project
Areas and residents of the City, such as affordable housing, fire protection, medical services,
childcare services, and historical services, and to enable the construction of mixed use developments.
Marty Van Duyn, Assistant Manager Barry Nagel, City M
Attachments: Resolution
* *See RDA Staff Report for attachments **
RESOLUTION NO
CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SOUTH SAN FRANCISCO APPROVING THE
ACQUISITION OF REAL PROPERTY FROM THE
REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO AND AUTHORIZING THE
EXECUTION OF DISPOSITION AND DEVELOPMENT
AGREEMENTS AND ASSIGNMENT OF LEASE
AGREEMENTS WITH THE REDEVELOPMENT
AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ")
is a redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( "CRL ");
WHEREAS, the City Council of the City of South San Francisco ( "City Council ")
established the Downtown/Central Redevelopment Project, the El Camino Corridor
Redevelopment Project and the Gateway Redevelopment Project (collectively, the "Project
Areas ") and adopted the Redevelopment Plans for the Project Areas (collectively, the
"Redevelopment Plan ");
WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the
City of South San Francisco ( "City ") any of the powers or functions of the Agency with respect
to the undertaking of a redevelopment project, and the City is authorized to carry out and
perform such powers and functions;
WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to (i)
acquire land from the Agency, (ii) become obligated to use the acquired property for the
purposes specified in the Redevelopment Plans, and (iii) comply with the covenants, conditions
and restrictions imposed by the Agency in conjunction with the transfer in order to prevent
speculation and carry out the purposes of the CRL and the Redevelopment Plans;
WHEREAS, City and Agency staff have negotiated the terms and conditions under
which the Agency would transfer, and the City would acquire, the following real property
( "Property ") located in or adjacent to the Project Areas for use and redevelopment consistent
with the Redevelopment Plans: former PUC properties (APNs: 093 -312 -050, 093 - 312 -060, 093-
331 -050, 093 - 331 -060, & 011 - 326 -030), 1 Chestnut Avenue (APN: 011- 322 -030), 323 Miller
Avenue (APN: 012 - 312 -070), 310 Miller Avenue (APN: 012- 311 -230); 380 Alta Vista (APN:
013 - 232 -170), 714 -718 Linden Avenue (APN: 012 -145 -430), 339 -341 Commercial Avenue
(APN: 012- 311 -250), 480 N. Canal (014- 061 -110), 468 Miller Avenue (APN: 012- 301 -020), 296
Airport Boulevard (APN: 012 - 338 -160), 80 Chestnut Avenue (APN: 011- 324 -190), 559
1596401.2596401.1 1
Gateway (APN: 015- 024 -490), 472 Grand /306 Spruce (APN: 012- 302 -140), 200 Linden Avenue
(APNs: 012- 334 -130 & - 012- 334 -160), 212 Baden (APN: 012- 334 -040), 216 Baden (APN: 012-
334 -030), 201 Grand (APN: 012 -316 -100), 207 Grand (APN: 012 - 316 -100), 217 -219 Grand
Avenue (APNs: 012- 316 -060, 012 -316 -080, & 012 - 316 -090), 356 Grand (APN: 012- 312 -300),
432 Baden /429 Third Lane (APN: 012- 321 -160), 905 Linden (APN: 012 -101 -100), 938 Linden
(APN: 012- 102 -030) and 616 Linden (APN: 012 - 174 -300);
WHEREAS, the Property and the terms and conditions for its redevelopment are more
particularly described in four proposed Disposition and Development Agreements (the "DDAs "),
copies of which have been provided to the Agency Board and the City Council;
WHEREAS, in connection with the transfer of the Property, the parties have also
negotiated four Assignment of Leases ( "Assignment Agreements ") pursuant to which the
Agency will assign to the City, and the City will assume, all of the Agency's rights and
obligations under the leases affecting the Property;
WHEREAS, pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
DDAs, the Assignment Agreements and the grant deeds, and the transfer of the Property, is not a
project subject to the California Environmental Quality Act ( "CEQA "), because a "project"
requiring CEQA review, is an activity that has the potential for resulting in either a direct or
reasonably foreseeable indirect physical change in the environment, which the approval of
agreements and transfer of property does not;
WHEREAS, the City and /or Agency has already certified Environmental Impact
Reports, or adopted other lawful CEQA review, which adequately analyzes the environmental
impacts of the activities completed or contemplated for the Property, including the following
Environmental Impact Reports and Mitigated Negative Declarations, each of which is expressly
relied upon for this action, pursuant to CEQA Guidelines Section 15152, and available for
review during normal business hours at the City of South San Francisco, Planning Division, 315
Maple Avenue, South San Francisco, CA 94080:
• General Plan EIR
• General Plan Update EIR
• Redevelopment Plan for the Downtown / Central Redevelopment Project EIR
• U.S. Steel Redevelopment Project EIR
• Redevelopment Plan for the El Camino Corridor Redevelopment Project EIR
• El Camino Corridor Redevelopment Plan Amendment Supplemental EIR
• South El Camino Real General Plan Amendment EIR
• El Camino Real /Chestnut Avenue Area Plan EIR
• Gateway Master Plan EIR
• Revised Miller Avenue Parking Structure IS/M:[VD;
WHEREAS, development of certain parcels included in the Property consisting of the
"PUC Properties" and 1 Chestnut Avenue, will be subject to future CEQA review to the extent
that impacts of such development have not already been adequately analyzed in the General Plan
EIR, General Plan Update EIR, Redevelopment Plan for the El Camino Corridor Redevelopment
1596401.2596401.1 2
Project EIR, El Camino Corridor Redevelopment Plan Amendment Supplemental EIR, or the El
Camino Real /Chestnut Avenue Area Plan EIR;
WHEREAS, development of certain parcels included in the Property identified as the
"Affordable Housing Properties" and consisting of 323 Miller Avenue, 310 Miller Avenue
(including 311 Tamarack Lane), 380 Alta Vista, 714 -718 Linden Avenue, 339 -341 Commercial
Avenue, and 314 Miller Avenue, consists of only small, multi - family residential structures, the
construction of which is exempt from CEQA pursuant to CEQA Guidelines, Section 15303;
development of the one vacant Affordable Housing Property (323 Miller Avenue) is also
anticipated to be exempt from CEQA pursuant to Section 15303;
WHEREAS, development of certain parcels included in the Property, identified as the
"Public Service Properties" and consisting of 480 N. Canal (Fire Station 61), 80 Chestnut
Avenue (museum), 559 Gateway Boulevard (child care center) and 472 Grand Avenue /306
Spruce (medical center) has already been completed consistent with and pursuant to the EIRs and
IS /MND identified above;
WHEREAS, development of certain parcels included in the Property identified as the
"Downtown Properties" and consisting of 200 Linden Avenue., 212 Baden Avenue, 216 Baden
Avenue, 201 Grand Avenue, 207 Grand Avenue, 217 -219 Grand Avenue, 356 Grand Avenue,
432 Baden Avenue, 905 Linden Avenue, 938 Linden Avenue, and 616 Linden Avenue, will be
subject to future CEQA review to the extent that impacts of such development have not already
been adequately analyzed in the General Plan EIR, General Plan Update EIR, or Redevelopment
Plan for the Downtown / Central Redevelopment Project EIR; and
WHEREAS, CRL Sections 33430 and 33432 authorize a redevelopment agency to
transfer property to the City or another public agency.
NOW THEREFORE BE IT RESOLVED that the City Council of the City of South
San Francisco hereby
1. Finds that the foregoing Recitals are true and correct and made a part of this Resolution.
2. Finds that acquisition of the Property in accordance with the DDAs will assist in the
elimination of blight in the Project Area, will further the goals of the Redevelopment
Plan, and will be consistent with the implementation plan adopted in connection
therewith.
3. Approves the City's acquisition of the Property from the Agency pursuant to the terms
and conditions set forth in the DDAs.
4. Authorizes the City Manager to execute the DDAs, the Assignment Agreements and the
grant deeds for conveyance of the Property ( "Grant Deeds ") substantially in the forms on
file with the City Clerk and to make revisions to such documents, subject to the approval
of counsel, which do not materially or substantially increase the City's obligations
thereunder.
1596401.2596401.1 3
5. Authorizes the City Manager to execute such other instruments and to take such other
actions as necessary to carry out the intent of this Resolution, including without
limitation, the execution and recordation of certificates of acceptance in connection with
the Grant Deeds.
AYES:
NOES:
ABSTAIN:
ABSENT:
*
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the City Council of the City of South San Francisco at a meeting held on the
2nd day of March, 2011 by the following vote:
ATTEST:
1596401.2596401.1 4
City Clerk
1' Redevelopment Agency
mer
Staff Report
4,„0,„
DATE: March 2, 2011
TO: Redevelopment Agency Board
FROM: Marty Van Duyn, Assistant Executive Director
SUBJECT: RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO APPROVING THE TRANSFER OF REAL
PROPERTY TO THE CITY OF SOUTH SAN FRANCISCO AND APPROVING
DISPOSITION AND DEVELOPMENT AGREEMENTS AND ASSIGNMENT
OF LEASES BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
RECOMMENDATION
It is recommended that the Redevelopment Agency Board approve by Resolutions: 1) transfer
of real property from the Redevelopment Agency of the City of South San Francisco to the City
of South San Francisco and 2) Disposition and Development Agreements (DDA) between the
City of South San Francisco and the Redevelopment Agency of the City of South San
Francisco.
BACKGROUND
Redevelopment programs and projects have been used effectively to provide affordable housing and
attract, support and retain the industries that have given us quality job growth in the past few years.
Over the past twenty years, the Redevelopment Agency of the City of South San Francisco
("Redevelopment Agency' or "Agency ") has pursued a long -term and comprehensive effort to help
the community find solutions for land use, housing, economic development, transportation, and
conservation needs in our city. For example, the Agency has spent over $250 million dollars to
improve our roads, build new water treatment facility, construct the new Downtown Parking Garage,
improve our parks, provide low- income housing, and augment the local and regional transportation
systems. Many of the Agency's projects support state mandates to provide low- income housing. The
programs and projects that have been planned and implemented in the El Camino Real, Downtown
Central, Gateway, and Shearwater Redevelopment Project Areas have played an essential part in
improving the quality of life for the residents of the Project Areas and the entire community.
Staff Report
Subject: DDA for the transfer of real property from the Redevelopment Agency to the City of
San Francisco
Page 2
Planning Context
In recent years, the Agency's programs and projects have helped to implement the following
planning initiatives:
South San Francisco Transit Oriented Development Initiatives
The South San Francisco BART Station created new opportunities for innovative planning along El
Camino Real. With the adoption of the South San Francisco General Plan in 1999, the City Council
recognized that the South San Francisco BART Station area could be a new activity node that would
serve local residents and attract people to our city. Specific to the El Camino Real Corridor, the City
has: 1) adopted the SSF General Plan which encourages transit oriented development; 2)
implemented the SSF BART Transit Village Plan and Ordinance; 3) prepared plans to extend Oak
Avenue from Mission Road to El Camino Real; 4) constructed the majority of Centennial Way over
the BART -SFO right -of -way. In 2008, the Redevelopment Agency purchased approximately 14 acres
of vacant land from the San Francisco Public Utilities Commission and Ron Price Motors to enable
the construction of a high quality mixed -use development within the 1 /2 mile transit- oriented
development area.
El Camino Real Master Plan
In 2006, the City adopted the El Camino Real Master Plan, with the goal to "develop El Camino as a
boulevard that accommodates its role as a regional corridor but with streetscape and development
that provide identity to the street." The plan area includes the El Camino Real Project Area and
focuses on streetscape improvements (sidewalks, crosswalks, landscaping, signage, lighting, bus
shelters, etc.) as well as costs and phasing, and potential funding sources.
The Grand Boulevard Initiative
The City and Agency staff participated in a multi -city and county, ABAG and MTC Task Force to
rethink the corridor's potential for housing and urban development, balancing the need for cars and
parking with viable options for transit, walking and biking, and have supported the ten guiding
principles to direct future development in the area. The first phase of the project included the
establishment of Priority Development Area (PDA) along the entire corridor. In 2007, the MTC
approved the designation of El Camino Real in South San Francisco, including the El Camino Real
Project Area, into the "El Camino Real PDA."
El Camino Real /Chestnut Land Use Plan
Since 2009, the Agency has sponsored the creation of a comprehensive plan for approximately 98
acres within the El Camino Real Redevelopment Project Area. The El Camino Real /Chestnut Land
Use Plan area is anchored by several public amenities, including Orange Memorial Park to the south,
the Centennial Way pedestrian and bikeway, the Municipal Services Building, and the South San
Francisco BART Station just to the north. The Redevelopment Agency owns approximately 14 acres
of land north of Chestnut Avenue, which is currently vacant. The proposed Plan will facilitate
development of 1,500 high- density residential units, over 200,000 square feet of new commercial
development, open space, environmental stewardship, and potential new civic facilities. The Plan is
Staff Report
Subject: DDA for the transfer of real property from the Redevelopment Agency to the City of
San Francisco
Page 3
being designed to be consistent with the intent of the Grand Boulevard Initiative for El Camino Real
and with smart growth principles, which include but are not limited to creating: mixed land uses, a
range of housing opportunities and choices, walkable neighborhoods, compact urban form,
opportunities for transit alternatives, and effective use of available infrastructure.
Downtown Strategy
The 1999 South San Francisco General Plan identifies the Downtown area as a transit- oriented
development node near the Caltrain Station. With its transit services, proximity to major employers,
and pedestrian- friendly corridor, Downtown is well- suited to attract new residents. The City's 2009
Downtown Strategy identified 14 opportunity sites with the potential to generate 458 new housing
units and 388,200 square feet of new retail /commercial space. The Redevelopment Agency has
strategically acquired sites, consistent with the MTC Priority Development Area, to increase
residential development, create pedestrian- friendly connection from Grand Avenue to the Caltrain
Station and to connect existing and future Downtown housing to transit services and jobs.
Additionally, Agency funds were used to plan, design and construct the Downtown Parking Garage,
opened in spring 2011.
Five -Year Implementation Plan
In support of the regional initiatives and planning efforts, the goals and objectives in the current
five -year Implementation Plan guide the direction of future development within the Project
Areas. For example, for the Downtown/Central Project Area, the Implementation Plan provides
for expansion of the retail component to draw new shoppers, support for various cultural and
civic uses that provide major anchors, promotion of the Downtown as a financial hub, creation of
a pedestrian environment to encourage multiple stops by visitors, expansion and upgrading of
housing opportunities, and incentives for infill development. For the El Camino Corridor, the
Implementation Plan establishes the following goals and objectives: eliminate and prevent the
spread of blight and non - conforming uses, promote new and continuing private sector investment,
develop a spectrum of housing types affordable to various segments of the community, create
civic and educational facilities, upgrade recreation areas and open space, and encourage the
development of mixed -uses. For the Gateway Project Area, the Implementation Plan provides for
strengthening the economic base and the community by installing public improvements needed to
stimulate new development and employment growth.
DISCUSSION
The proposed transfer of certain Agency -owned properties to the City of South San Francisco would
permit the City to implement the Agency's long -term redevelopment projects and programs, which
will benefit the residents of the Project Areas and the community as a whole. The Redevelopment
Agency has the responsibility to implement the redevelopment plans for the Downtown/Central
Redevelopment Project, the El Camino Corridor Redevelopment Project, and the Gateway
Redevelopment Project (the "Project Areas ") established by the Redevelopment Plans adopted for
DDA
Addresses
PUC
PUC properties and 1 Chestnut Avenue
Affordable Housing
323 Miller Avenue, 310 Miller Avenue (including 311 Tamarack
Lane), 380 Alta Vista, 714 -718 Linden Avenue, 339 -341 Commercial
Avenue, and 314 Miller Avenue.
Public Services
Properties
480 N. Canal (Fire Station 61), 468 Miller Avenue, 296 Airport
Boulevard, 80 Chestnut Avenue (museum), 559 Gateway Boulevard
(Childcare Center), and 472 Grand Avenue /306 Spruce (medical clinic)
Downtown Properties
200 Linden Avenue, 212 Baden Avenue, 216 Baden Avenue, 201
Grand Avenue, 207 Grand Avenue, 217 -219 Grand Avenue, 356 Grand
Avenue, 432 Baden Avenue, 905 Linden Avenue, 938 Linden Avenue,
and 616 Linden Avenue.
Staff Report
Subject: DDA for the transfer of real property from the Redevelopment Agency to the City of
San Francisco
Page 4
the Project Areas by the City Council of the City of South San Francisco. Within each Project Area,
the Redevelopment Agency owns several parcels of real property that are currently used to provide,
or are intended to be redeveloped to provide, important public services to residents of the Project
Areas and residents of the City, such as affordable housing, fire protection, medical services,
childcare services, and historical services. In addition, the Redevelopment Agency owns several
parcels of real property in the Downtown/Central and the El Camino Project Areas that the Agency
has strategically acquired for construction of mixed -use developments.
Pursuant to Community Redevelopment Law (CRL) Section 33205, the Agency is authorized to
delegate to the City any of the powers or functions of the Agency with respect to the undertaking of a
redevelopment project, and the City is authorized to carry out and perform such powers and
functions. Likewise, under CRL Sections 33220 and 33437, the City is authorized to (i) acquire land
from the Agency, (ii) become obligated to use the acquired property for the purposes specified in the
Redevelopment Plan, and (iii) comply with the covenants, conditions and restrictions imposed by
the Agency in conjunction with the sale in order to prevent speculation and carry out the purposes of
the CRL and the Redevelopment Plan.
Transfer of Redevelopment Agency Property
The City and the Redevelopment Agency desire the City to implement the Redevelopment Plans for
the Project Areas. Accordingly. the Agency and the City have negotiated the terms and conditions
under which the Agency would transfer 29 properties, located in or near the Downtown/Central, El
Camino Real, and Gateway Project Areas, to the City. The transfer of the real property would further
the goals in the Redevelopment Plans, the Implementation Plan and the General Plan. The subject
properties are listed in the following table and, according to the subject of the DDA.
Staff Report
Subject: DDA for the transfer of real property from the Redevelopment Agency to the City of
San Francisco
Page 5
Disposition and Development Agreements
The City and the Agency have negotiated the following four Disposition and Development
Agreements (DDA): PUC Properties DDA, Public Properties DDA, Affordable Housing Properties
DDA, and Downtown Properties DDA. The attached four DDAs sets forth the conditions under
which the Agency will transfer ownership of real property to the City . The DDAs require that the
properties be used and developed solely for purposes consistent with the requirements of the
Redevelopment Plan, the Implementation Plan and the South San Francisco General Plan.
Findings
The Agency has determined that (i) the disposition and development of the properties pursuant to the
Agreements (a) is consistent with the Redevelopment Plans and the Implementation Plans for the
Project Areas, (b) will be of benefit to the Project Areas, and (c) will further the goals of the
Redevelopment Plans by providing important public services to the residents of the Project Area and
the City and encouraging mixed use developments; and the Agency is authorized to (i) transfer land
to the City, (ii) to require the City to use the acquired property for the purposes specified in the
Redevelopment Plan, and (iii) to require the City to comply with the covenants, conditions and
restrictions imposed by the Agency in conjunction with the transfer in order to prevent speculation
and carry out the purposes of the CRL and the Redevelopment Plan.
Assignment of Leases
In connection with the transfer of the 29 properties identified above, the City and the Agency have
also negotiated four Assignment of Leases for the PUC Properties, Downtown Properties, Affordable
Housing Properties, and Public Service Properties. Pursuant to the Assignment of Leases, the Agency
will assign, and the City will assume, all of the Agency's rights and obligations with tenants under
the leases affecting the properties.
Environmental Determination
The properties being transferred pursuant to the DDAs include properties with existing development
that will not change, vacant properties and properties that will be redeveloped. For those properties
that will be redeveloped, the potential development would be consistent with the applicable general
plan, specific plan and redevelopment plan. The applicable redevelopment plans were all subject to
California Environmental Quality Act ( "CEQA ") analysis at the time of adoption of the plans. The
specific CEQA compliance information, including applicable findings and references to prior
environmental analysis applicable to the DDAs, is set forth in the resolution approving the DDAs.
1603376.1
Staff Report
Subject: DDA for the transfer of real property from the Redevelopment Agency to the City of
San Francisco
Page 6
CONCLUSION
It is recommended that the Redevelopment Agency Board approve by Resolutions: 1) the transfer of
real property to the City and 2) Development and Disposition Agreements (DDA) between the City
of South San Francisco and the Redevelopment Agency of the City of South San Francisco. Approval
of these measures and authorizing the Executive Director to execute the agreements will allow the
City to implement long -term planning projects, provide important public services to residents of the
Project Areas and residents of the City, such as affordable housing, fire protection, medical services,
childcare services, and historical services, and to enable the construction of mixed use developments.
By: , Approved:
Marty Van Duyn
Assistant Executive D &ctor Executive Director
Attachments: Resolution
Development and Disposition Agreements (4)
Assignment of Leases (4)
Barry M. Nagel
RESOLUTION NO
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
RESOLUTION OF THE REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO
APPROVING THE TRANSFER OF REAL PROPERTY
FROM THE AGENCY TO THE CITY OF SOUTH SAN
FRANCISCO AND AUTHORIZING EXECUTION OF
DISPOSITION AND DEVELOPMENT AGREEMENTS
AND ASSIGNMENT OF LEASE AGREEMENTS WITH
THE CITY OF SOUTH SAN FRANCISCO
WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ")
is a redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( "CRL ");
WHEREAS, the City Council of the City of South San Francisco ( "City Council ")
established the Downtown /Central Redevelopment Project, the El Camino Corridor
Redevelopment Project and the Gateway Redevelopment Project (collectively, the "Project
Areas ") and adopted the Redevelopment Plans for the Project Areas (collectively, the
"Redevelopment Plan ");
WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the
City of South San Francisco ( "City ") any of the powers or functions of the Agency with respect
to the undertaking of a redevelopment project, and the City is authorized to carry out and
perform such powers and functions;
WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to (i)
acquire land from the Agency, (ii) become obligated to use the acquired property for the
purposes specified in the Redevelopment Plans, and (iii) comply with the covenants, conditions
and restrictions imposed by the Agency in conjunction with the transfer in order to prevent
speculation and carry out the purposes of the CRL and the Redevelopment Plans;
WHEREAS, City and Agency staff have negotiated the terms and conditions under
which the Agency would transfer, and the City would acquire, the following real property
( "Property ") located in or adjacent to the Project Areas for use and redevelopment consistent
with the Redevelopment Plans: former PUC properties (APNs: 093 -312 -050, 093 - 312 -060, 093-
331 -050, 093 - 331 -060, & 011- 326 -030), 1 Chestnut Avenue (APN: 011 - 322 -030), 323 Miller
Avenue (APN: 012 - 312 -070), 310 Miller Avenue (APN: 012 - 311 -230); 380 Alta Vista (APN:
013 - 232 -170), 714 -718 Linden Avenue (APN: 012 - 145 -430), 339 -341 Commercial Avenue
(APN: 012 - 311 -250), 480 N. Canal (014 -061 -110), 468 Miller Avenue (APN: 012 - 301 -020), 296
Airport Boulevard (APN: 012- 338 -160), 80 Chestnut Avenue (APN: 011- 324 -190), 559
Gateway (APN: 015- 024 -490), 472 Grand /306 Spruce (APN: 012 - 302 -140), 200 Linden Avenue
(APNs: 012 - 334 -130 & - 012 - 334 -160), 212 Baden (APN: 012 - 334 -040), 216 Baden (APN: 012-
1596473.2596473.1 1
334 -030), 201 Grand (APN: 012- 316 -100), 207 Grand (APN: 012 -316 -100), 217 -219 Grand
Avenue (APNs: 012- 316 -060, 012 - 316 -080, & 012- 316 -090), 356 Grand (APN: 012- 312 -300),
432 Baden /429 Third Lane (APN: 012 - 321 -160), 905 Linden (APN: 012 - 101 -100), 938 Linden
(APN: 012 - 102 -030) and 616 Linden (APN: 012- 174 -300).
WHEREAS, the Property and the terms and conditions for its redevelopment are more
particularly described in four proposed Disposition and Development Agreements (the "DDAs "),
copies of which have been provided to the Agency Board and the City Council;
WHEREAS, in connection with the transfer of the Property, the parties have also
negotiated four Assignment of Leases ( "Assignment Agreements ") pursuant to which the
Agency will assign to the City, and the City will assume, all of the Agency's rights and
obligations under the leases affecting the Property;
WHEREAS, the pursuant to State CEQA Guidelines Section 15378(b)(4), approval of
the DDAs, the Assignment Agreements and the grant deeds, and the transfer of the Property, is
not a project subject to the California Environmental Quality Act ( "CEQA "), because a "project"
requiring CEQA review, is an activity that has the potential for resulting in either a direct or
reasonably foreseeable indirect physical change in the environment, which the approval of
agreements and transfer of property does not;
WHEREAS, the City and /or Agency has already certified Environmental Impact
Reports, or adopted other lawful CEQA review, which adequately analyzes the environmental
impacts of the activities completed or contemplated for the Property, including the following
Environmental Impact Reports and Mitigated Negative Declarations, each of which is expressly
relied upon for this action, pursuant to CEQA Guidelines Section 15152, and available for
review during normal business hours at the City of South San Francisco, Planning Division, 315
Maple Avenue, South San Francisco, CA 94080:
• General Plan EIR
• General Plan Update EIR
• Redevelopment Plan for the Downtown / Central Redevelopment Project EIR
• U.S. Steel Redevelopment Project EIR
• Redevelopment Plan for the El Camino Corridor Redevelopment Project EIR
• El Camino Corridor Redevelopment Plan Amendment Supplemental EIR
• South El Camino Real General Plan Amendment EIR
• El Camino Real /Chestnut Avenue Area Plan EIR
• Gateway Master Plan EIR
• Revised Miller Avenue Parking Structure IS /MND;
WHEREAS, development of certain parcels included in the Property consisting of the
"PUC Properties" and 1 Chestnut Avenue, will be subject to future CEQA review to the extent
that impacts of such development have not already been adequately analyzed in the General Plan
EIR, General Plan Update EIR, Redevelopment Plan for the El Camino Corridor Redevelopment
Project EIR, El Camino Corridor Redevelopment Plan Amendment Supplemental EIR, or the El
Camino Real /Chestnut Avenue Area Plan EIR;
1596473.2596473.1 2
WHEREAS, development of certain parcels included in the Property identified as the
"Affordable Housing Properties" and consisting of 323 Miller Avenue, 310 Miller Avenue
(including 311 Tamarack Lane), 380 Alta Vista, 714 -718 Linden Avenue, 339 -341 Commercial
Avenue, and 314 Miller Avenue, consists of only small, multi - family residential structures, the
construction of which is exempt from CEQA pursuant to CEQA Guidelines, Section 15303;
development of the one vacant Affordable Housing Property (323 Miller Avenue) is also
anticipated to be exempt from CEQA pursuant to Section 15303;
WHEREAS, development of certain parcels included in the Property, identified as the
"Public Service Properties" and consisting of 480 N. Canal (Fire Station 61), 80 Chestnut
Avenue (museum), 559 Gateway Boulevard (child care center) and 472 Grand Avenue /306
Spruce (medical center) has already been completed consistent with and pursuant to the EIRs and
IS /MND identified above;
WHEREAS, development of certain parcels included in the Property identified as the
"Downtown Properties" and consisting of 200 Linden Avenue, 212 Baden Avenue, 216 Baden
Avenue, 201 Grand Avenue, 207 Grand Avenue, 217 -219 Grand Avenue, 356 Grand Avenue,
432 Baden Avenue, 905 Linden Avenue, 938 Linden Avenue, and 616 Linden Avenue, will be
subject to future CEQA review to the extent that impacts of such development have not already
been adequately analyzed in the General Plan EIR, General Plan Update EIR, or Redevelopment
Plan for the Downtown / Central Redevelopment Project EIR; and
WHEREAS, CRL Sections 33430 and 33432 authorize a redevelopment agency to
transfer property to the City or another public agency.
NOW THEREFORE BE IT RESOLVED that the Redevelopment Agency of the City
of South San Francisco hereby
1. Finds that the foregoing Recitals are true and correct and made a part of this Resolution.
2. Finds that the transfer of the Property in accordance with the DDAs will assist in the
elimination of blight in the Project Areas, will further the goals of the Redevelopment
Plans, and will be consistent with the implementation plans adopted in connection
therewith.
3. Approves the transfer of the Property from the Agency to the City pursuant to the terms
and conditions set forth in the DDAs.
4. Authorizes the Executive Director to execute the DDAs, the Assignment Agreements and
the grant deeds for conveyance of the Property ( "Grant Deeds ") substantially in the forms
on file with the Agency Secretary, and to make revisions to such documents, subject to
the approval of counsel, which do not materially or substantially increase the Agency's
obligations thereunder;
5. Authorizes the Executive Director to execute such other instruments and to take such
other actions as necessary to carry out the intent of this Resolution.
1596473.2596473.1 3
*
AYES:
NOES:
ABSTAIN:
ABSENT:
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the Redevelopment Agency of the City of South San Francisco at a meeting
held on the 2nd day of March, 2011 by the following vote:
ATTEST:
1596473.2596473.1 4
Agency Secretary
DISPOSITION AND DEVELOPMENT AGREEMENT
(Downtown Properties)
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement "), dated
as March , 2011 ( "Effective Date "), is entered into by and between the City of South San
Francisco, a municipal corporation ( "City "), and the Redevelopment Agency of the City of
South San Francisco, a public body corporate and politic ( "Agency "). Agency and City are
hereinafter collectively referred to as the "Parties."
RECITALS
WHEREAS, pursuant to authority granted under Community Redevelopment Law
(California Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has
responsibility to implement the redevelopment plan for the Downtown /Central Redevelopment
Project (the "Project Area ") adopted by the City Council of the City of South San Francisco
( "City Council ") (as subsequently amended, hereafter the "Redevelopment Plan ");
WHEREAS, the Agency owns that certain real property located in or adjacent to the
Project Area known as San Mateo County Assessor's Parcel Numbers 012 - 334 -130, 012 -334-
160, 012- 334 -040, 012 - 334 -030, 012 - 316 -110, 012 - 316 -100, 012- 316 -060, 012 - 316 -080, 012-
316 -090, 012 - 312 -300, 012- 321 -160, 012 - 101 -100, 012 - 102 -030, and 012 -174 -300, as described
in Exhibit A attached hereto and incorporated herein (the "Property ");
WHEREAS, the Agency seeks development of the Property consistent with the
Redevelopment Plan;
WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the
City any of the powers or functions of the Agency with respect to the undertaking of a
redevelopment project, and the City is authorized to carry out and perform such powers and
functions;
WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to (i)
acquire land from the Agency, (ii) become obligated to use the acquired property for the purposes
specified in the Redevelopment Plan, and (iii) comply with the covenants, conditions and
restrictions imposed by the Agency in conjunction with the sale in order to prevent speculation
and carry out the purposes of the CRL and the Redevelopment Plan;
WHEREAS, to facilitate the redevelopment of the Project Area and the Property,
the Agency desires to transfer the Property to City, and City desires to acquire the Property from
Agency, subject to the terms and conditions set forth herein, which are designed to ensure that
the redevelopment of the Property is carried out in accordance with the Redevelopment Plan; and
1596313.1
WHEREAS, the purpose of this Agreement is to effectuate the Redevelopment Plan by
providing for the redevelopment of the Property as more particularly set forth herein. The
Agency has determined that (i) the disposition and development of the Property pursuant to this
Agreement (a) is consistent with the Redevelopment Plan and the Implementation Plan for the
Project Area, (b) will be of benefit to the Project Area, and (c) will further the goals of the
Redevelopment Plan by providing for residential, retail and commercial development in the
Project Area.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.
1. Transfer. Agency shall transfer to City, and City shall accept from Agency, the
Property in accordance with the terms, covenants and conditions set forth herein.
2. Project Approvals; Environmental Review. This Agreement is not intended to
limit in any manner the discretion of City or Agency, as applicable, in connection with the
issuance of approvals and entitlements for the Property, including, without limitation, the
undertaking and completion of any required environmental review pursuant to the California
Environmental Quality Act ( "CEQA ") and the National Environmental Policy Act ( "NEPA "), as
applicable, and the review and approval of plans and specifications relating to the Property. Prior
to approval of any project for the Property, City, acting as lead agency or co -lead agency, shall
complete any environmental review required under CEQA or NEPA.
3. Conveyance of Title; Closing_ Conveyance of the Property shall be accomplished
by the execution, delivery, and recordation of one or more grant deeds substantially in the form
attached hereto as Exhibit B (the "Grant Deeds "). Unless this Agreement is terminated
pursuant to the terms hereof or extended by mutual written consent of the Parties, the closing
date for conveyance of the Property ( "Closing Date ") shall be a date mutually agreeable to the
Parties, but not later than six (6) months following the Effective Date, unless the Parties mutually
agree to extend such deadline. On the Closing Date: (i) the Agency shall execute and deliver
the Grant Deeds to City; (ii) the City shall execute a Certificate of Acceptance for each Grant
Deed, and (iii) the City shall cause the Grant Deeds to be recorded in the Official Records of San
Mateo County, California. Possession of the Property shall be delivered to City on the Closing
Date; provided however, if mutually agreed upon by the Parties, the Parties may convey the
parcels that comprise the Property in one or more conveyances on different dates.
4. Prorations; Closing Costs. Property taxes or payments in lieu of taxes (if any are
applicable to the Property) shall be prorated as of the Closing Date based upon the most recent
tax bill available, including any such payments which may accrue or property taxes which may
be assessed after the Closing Date but which pertain to the period prior to the transfer of title to
the Property to City, regardless of when or to whom notice thereof is delivered. Any bond or
assessment that constitutes a lien on the Property as of the Closing Date shall be assumed by
City. Rents payable under any leases existing prior to the Closing Date, and any utility and sewer
service charges shall be prorated as of the Closing Date. Agency shall pay all recording fees,
1596313.1 2
transfer taxes, escrow fees and closing costs incurred in connection with the conveyance of the
Property to City. City shall pay the cost of any policy of title insurance City elects to purchase in
connection with the transactions contemplated hereby.
5. AS -IS Transfer. Except as provided in Section 6, City acknowledges and agrees
that: (i) prior to the Closing Date, in City's discretion, City shall inspect the Property and
examine the legal, environmental, zoning, land use, seismic, title, survey and physical
characteristics and condition of the Property; (ii) by acquiring the Property, City shall be deemed
to have approved of all such characteristics and conditions; (iii) the Property is to be transferred,
conveyed to, and accepted by City in its present condition, "AS IS ", "WHERE IS" AND WITH
ALL FAULTS, and no patent or latent defect or deficiency in the condition of the Property
whether or not known or discovered, shall affect the rights of either Agency or City hereunder.
6. Environmental Indemnity. To the fullest extent permitted by law, Agency shall
indemnify, defend (with counsel approved by the City) and hold the City and its elected and
appointed officials, employees, agents and representatives harmless from and against all
liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes
of action, legal or administrative proceedings, judgments, costs and expenses (including without
limitation reasonable attorneys' fees and court costs) (all of the foregoing, collectively "Claims ")
resulting, arising, or based directly or indirectly in whole or in part, upon the presence, release,
use, generation, discharge, transport, storage or disposal of any Hazardous Materials on, under, in
or about, or the transportation of any such Hazardous Materials to or from the Property. The
foregoing indemnity shall further apply to any contamination of any property or natural resources
arising in connection with the generation, use, handling, treatment, storage, transport or disposal
of any such Hazardous Materials, and irrespective of whether any of such activities were or will
be undertaken in accordance with Hazardous Materials Laws and shall include, without
limitation, any Claims arising in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work ordered by a court or required by any federal,
state, or local governmental agency or political subdivision.
As used herein, "Hazardous Materials" means any substance, material, or waste which is
or becomes regulated by any local, state or federal authority, agency or governmental body. As
used herein "Hazardous Materials Laws" means all federal, state and local laws, ordinances,
regulations, orders and directives pertaining to Hazardous Materials.
7. Agency's Covenants. Agency covenants that from the Effective Date and through
the Closing Date, Agency: (i) shall not permit any liens, encumbrances, or easements to be
placed on the Property without the consent of City; (ii) shall not enter into any agreement
regarding the sale, rental, management, repair, improvement, or any other matter affecting the
Property that would be binding on City or the Property after the Closing Date without the prior
written consent of City; (iii) shall not permit any act of waste or act that would tend to diminish
the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv)
shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear
excepted, and shall manage the Property substantially in accordance with Agency's established
practices.
1596313.1 3
8. Damage and Destruction. In the event of any damage or other loss to the
Property, or any portion thereof, caused by fire, flood or other casualty prior to the Closing Date
in an amount not exceeding $50,000, City shall not be entitled to terminate this Agreement, but
shall be obligated to accept the Property as provided in this Agreement, provided that Agency
shall: (i) assign and transfer to City all of Agency's rights under any insurance policy covering the
damage or loss, and all claims for monies payable from Agency's insurer(s) in connection with
the damage or loss, and (ii) pay to City on the Closing Date the amount of Agency's deductible
under the insurance policy or policies covering the damage or loss. In the event of damage or
destruction of the Property or any portion thereof prior to the Closing Date in an amount in
excess of $50,000, City may elect either to terminate this Agreement upon written notice to
Agency, or to consummate the transfer of the Property, in which case Agency shall (i) assign and
transfer to City all of Agency's rights under any insurance policy covering the damage or loss,
and all claims for monies payable from Agency's insurer(s) in connection with the damage or
loss, and (ii) pay to City on the Closing Date the amount of Agency's deductible under the
insurance policy or policies covering the damage or loss. If City elects to terminate this
Agreement, all funds and documents deposited into escrow by or on behalf of City shall be
returned to City, and all rights and obligations hereunder shall terminate.
9. Condemnation. If prior to Close of Escrow, a material portion of the Property is
taken by eminent domain (or an action of eminent domain has been commenced against all or
any portion of the Property) (excluding for purposes of this Section, the exercise of any eminent
domain powers by the City), upon Agency's receipt of notice thereof Agency shall promptly
notify City of such fact, and City shall have the option to terminate this Agreement upon notice
to Agency given not later than ten (10) days after City's receipt of Agency's notice. If City elects
to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of
City shall be returned to City, and all rights and obligations hereunder shall terminate.
If City does not exercise such option to terminate this Agreement, Agency shall assign to
City on the Closing Date, and City shall be entitled to negotiate for, receive, and keep, all awards,
and rights to receive future awards, for such taking by eminent domain, and the transaction
contemplated by this Agreement shall be consummated pursuant to the terms hereof.
10. Restrictions on Use. City pledges that City shall use, and shall permit the
Property to be developed, solely for purposes consistent with the Redevelopment Plan, the
Implementation Plan adopted in connection therewith, and the City's General Plan as it presently
exists or may be amended.
The requirements of this Section 10 shall be included in the Grant Deeds conveying the
Property to City, shall constitute covenants running with the land, shall be binding on successors,
and shall survive the Close of Escrow and the termination of this Agreement.
11. Obligation to Refrain from Discrimination. City shall not restrict the rental, sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion
thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital
status, ancestry, or national origin of any person. City covenants for itself and all persons
claiming under or through it, and this Agreement is made and accepted upon and subject to the
1596313.1 4
condition that there shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part
thereof, nor shall City or any person claiming under or through City establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the
Property or part thereof. City shall include such provision in all deeds, leases, contracts and
other instruments executed by City, and shall enforce the same diligently and in good faith.
All deeds, leases or contracts made or entered into by City, its successors or assigns, as to
any portion of the Property or the improvements located thereon shall contain the following
language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against
or segregation of a person or of a group of persons on account of any basis listed
in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
property herein conveyed nor shall the grantee or any person claiming under or
through the grantee establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the
property herein conveyed. The foregoing covenant shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status, nothing
in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,
51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through
the lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status,
1596313.1 5
national origin, ancestry or disability in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the property herein leased nor shall the lessee
or any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination of segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the property herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11
and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision
(d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o),
and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and
Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the property nor shall the transferee or any
person claiming under or through the transferee establish or permit any such
practice or practices of discrimination or segregation with reference to selection,
location, number, use or occupancy of tenants, lessee, subtenants, sublessees or
vendees of the land."
12. Defaults and Remedies.
12.1 Default. An event of default ( "Event of Default ") shall arise hereunder if either
Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this
Agreement, and the default continues for a period of thirty (30) days, or in the case of a default
which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to
commence to cure the default within thirty (30) days of such default and thereafter fails to
prosecute the curing of such default with due diligence and in good faith to completion within
not more than ninety (90) days.
12.2 Remedies. Upon the occurrence of an Event of Default, in addition to pursuing
any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non -
defaulting Party may bring an action for equitable relief seeking the specific performance of the
terms and conditions of this Agreement, and /or enjoining, abating, or preventing any violation of
such terms and conditions, and /or seeking to obtain any other remedy consistent with the purpose
of this Agreement, and may pursue any and all other remedies available under this Agreement or
under law or equity to enforce the terms of this Agreement.
1596313.1 6
12.3 Remedies Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or different
time, of any other rights or remedies for the same or any other default by the other Party.
12.4 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of any
such rights or remedies, nor deprive either Party of its rights to institute and maintain any action
or proceeding which it may deem necessary to protect, assert or enforce any such rights or
remedies in the same or any subsequent default.
13. Miscellaneous.
13.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall 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 shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall
be deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) 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;
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first -
class or certified mail or by overnight delivery, or (b) a transmission report is generated
reflecting the accurate transmission thereof. Any notice given by facsimile shall 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
To Agency:
To City:
Redevelopment Agency of the
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
1596313.1 7
13.2 No Brokers. Each Party hereby represents and warrants to the other Party that it
has retained no broker or other party to whom a commission or finder's fee is due with respect to
the transactions contemplated hereby. Each Party shall defend, indemnify and hold the other
Party harmless from and against all claims, expenses, costs, or arising in connection with a
breach of this warranty and representation. The terms of this Section shall survive the expiration
or earlier termination of this Agreement.
13.3 Attorneys' Fees. If either Party fails to perform any of its obligations under this
Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation
of any provision hereof, then the prevailing party in any proceeding in connection with such
dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or
establishing its rights hereunder, including, without limitation, court costs and reasonable
attorneys' fees and disbursements.
13.4 Entire Agreement. This Agreement, together with Exhibits A and B, constitutes
the entire agreement of the Parties with respect to the subject matter hereof and supersedes all
prior negotiations and agreements with respect thereto.
13.5 Provisions Not Merged With Deeds. None of the provisions, terms,
representations, warranties and covenants of this Agreement are intended to or shall be merged
by the Grant Deeds, and neither the Grant Deeds nor any other document shall affect or impair
the provisions, terms, representations, warranties and covenants contained herein. Without
limiting the generality of the foregoing: (i) Agency's representations, warranties and covenants
contained herein shall survive the Close of Escrow, (ii) all provisions of this Agreement that
expressly state that they shall survive the Close of Escrow and the termination of this Agreement,
shall do so, and (iii) Agency and City intend that City's obligations pursuant to Sections 6, 10
and 11 will survive the termination of this Agreement, the Close of Escrow and the transfer of
the Property to City.
13.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
13.7 Interpretation; Captions. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
13.8 Exhibits. Exhibits A and B attached hereto is incorporated herein by this
reference and made a part of this Agreement.
13.9 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by
the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or
by any third person, to be for the benefit of any third party, nor shall any third party have any
1596313.1 8
right to enforce any provision of this Agreement or be entitled to damages for any breach by City
or Agency of any of the provisions of this Agreement.
13.10 Amendments. This Agreement may be modified or amended only by an
instrument in writing executed by both City and Agency.
13.11 Assignments. This Agreement and the rights conferred hereunder may not be
assigned by operation of law or otherwise absent the express written consent of the Parties.
13.12 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which taken together shall constitute one agreement.
13.13 Further Assurances. Agency and City each agree to undertake such other actions
as may reasonably be necessary to carry out the intent of this Agreement, including without
limitation, the execution and /or recordation of any additional documents which may be required
to effectuate the transactions contemplated hereby.
13.14 Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
13.15 Non - Liability of Officials, Employees and Agents. No member, official,
employee or agent of City or Agency shall be personally liable in the event of any default or
breach hereunder by either Party.
SIGNATURES ON FOLLOWING PAGE
1596313.1 9
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
AGENCY
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body corporate and politic
By.
ATTEST:
By
Agency Secretary
APPROVED AS TO FORM:
By
Agency Counsel
CITY
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596313.1 10
APN #
Address
Descri I tion
012 - 334 -130, 012 - 334 -160
200 Linden
Parking lot (IT building
Office (IT Department)
012 - 334 -040
212 Baden
Parking lot (former Giorgi Brothers)
012 - 334 -030
216 Baden
Vacant
012- 316 -110
201 Grand
Parking Lot
Parking lot (Copa Cabana site)
012- 316 -100
207 Grand
Vacant lot (former Cash & Loan property)
012- 316 -060, 012 -316 -080,
012 - 316 -090
217 -19 Grand
Commercial (Ben Tre)
Vacant lot on east side of the commercial
(Ben Tre) property.
Vacant lot on west side of Mexico Tipico
property
012- 312 -300
356 Grand
Breezeway (former Asian Market)
012 - 321 -160
432 Baden/429
Third Lane
Parking lot
012- 101 -100
905 Linden (at
Armour)
Vacant /green space
012 -102 -030
938 Linden
Commercial (office space)
012 -174 -300
616 Linden
Parking lot
Exhibit A
PROPERTY
1596313.1
11
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency
of the City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
APNs:
Exhibit B
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
FORM OF GRANT DEED
(DOWNTOWN PROPERTIES)
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic (the
"Grantor ") acting to carry out the Redevelopment Plan for the Downtown/Central Redevelopment
Project (the "Redevelopment Plan ") for redevelopment purposes pursuant to the Community
Redevelopment Law of the State of California, hereby grants and conveys to the City of South San
Francisco, a municipal corporation (the "Grantee "), the real property (the "Property ") located in
the City of South San Francisco at , designated as San Mateo County
Assessors Parcel Nos. and more particularly described in Exhibit A attached hereto and
incorporated in this grant deed ( "Grant Deed ") by this reference.
1. Disposition and Development Agreement. The Property is conveyed subject to the
Redevelopment Plan and that certain unrecorded Disposition and Development Agreement entered
into by and between the Grantor and the Grantee dated as of March , 2011 (the "Agreement ").
2. Use Restrictions. The Grantee hereby covenants and agrees, for itself and its successors and
assigns, that the Property shall be used and developed solely for purposes consistent with the
requirements of the Redevelopment Plan, the Implementation Plan adopted in connection therewith,
and the City of South San Francisco General Plan, as it presently exists or may be amended.
3. Nondiscrimination. Grantee shall not restrict the rental, sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color,
religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any
person. Grantee covenants for itself and all persons claiming under or through it, and this Grant
Deed is made and accepted upon and subject to the condition that there shall be no discrimination
against or segregation of any person or group of persons on account of any basis listed in subdivision
(a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926,
1596313.1 12
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2
of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the Property or part thereof, nor shall Grantee or any person claiming under or through Grantee
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in, of, or for the Property or part thereof.
All deeds, leases or contracts made or entered into by Grantee, its successors or assigns, as to
any portion of the Property or the Improvements shall contain the following language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against or
segregation of a person or of a group of persons on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision
(p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the property herein
conveyed nor shall the grantee or any person claiming under or through the grantee
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the property herein conveyed. The foregoing
covenant shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and
799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of
Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of
Section 12955 of the Government Code shall apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through the
lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status, national
origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the property herein leased nor shall the lessee or any person
claiming under or through the lessee establish or permit any such practice or practices
of discrimination of segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property
herein leased.
1596313.1 13
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall
not be construed to apply to housing for older persons, as defined in Section 12955.9
of the Government Code. With respect to familial status, nothing in paragraph (1)
shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the
Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and
Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of
the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision
(m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the property nor shall the transferee or any person claiming under or
through the transferee establish or permit any such practice or practices of
discrimination or segregation with reference to selection, location, number, use or
occupancy of tenants, lessee, subtenants, sublessees or vendees of the land."
4. Term of Restrictions. The covenants contained in Section 2 regarding use of the Property
shall remain in effect until the date which is the expiration date of the Redevelopment Plan as in
effect on the date of this Grant Deed. The covenants against discrimination contained in Section 3
shall remain in effect in perpetuity.
5. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions,
provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way
impair the lien or charge of any mortgage, deed of trust or other financing or security instrument
permitted by the Agreement; provided, however, that any successor of Grantee to the Property shall
be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether
such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or
otherwise.
6. Binding On Successors. The covenants contained in Sections 2 and 3 of this Grant Deed,
without regard to technical or legal classification or designation specified in this Grant Deed or
otherwise, shall to the fullest extent permitted by law and equity, be binding upon Grantee and any
successor in interest to the Property or any part thereof, for the benefit of Grantor, and its successors
and assigns, and such covenants shall run in favor of and be enforceable by the Grantor and its
successors and assigns for the entire period during which such covenants shall be in force and effect,
without regard to whether the Grantor is or remains an owner of any land or interest therein to which
such covenants relate. In the event of any breach of any of such covenants, the Grantor and its
successors and assigns shall have the right to exercise all rights and remedies available under law or
in equity to enforce the curing of such breach.
7. Enforcement. The Grantor shall have the right to institute such actions or proceedings as it
may deem desirable to enforce the provisions set forth herein. Any delay by the Grantor in
1596313.1 14
instituting or prosecuting any such actions or proceedings or otherwise asserting its rights hereunder
shall not operate as a waiver of or limitation on such rights, nor operate to deprive Grantor of such
rights, nor shall any waiver made by the Grantor with respect to any specific default by the Grantee,
its successors and assigns, be considered or treated as a waiver of Grantor's rights with respect to any
other default by the Grantee, its successors and assigns, or with respect to the particular default
except to the extent specifically waived.
8. Amendment. Only the Grantor, its successors and assigns, and the Grantee and the
successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall
have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants
contained in this Grant Deed. For purposes of this Section, successors and assigns of the Grantee
shall be defined to include only those parties who hold all or any part of the Property in fee title, and
not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed
of trust, or any other person or entity having an interest less than a fee in the Property and
Improvements.
9. Conflict. In the event there is a conflict between the provisions of this Grant Deed and the
Agreement, it is the intent of the parties that the Agreement shall control.
10. Counterparts. This Grant Deed may be executed in counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGES.
1596313.1 15
IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this
day of , 2011.
GRANTOR:
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
ATTEST:
By:
Executive Director
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
GRANTEE: FORM — DO NOT SIGN
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596313.1 16
SIGNATURES MUST BE NOTARIZED.
STATE OF CALIFORNIA )
)
COUNTY OF SAN MATEO )
On , 20_, before me, , (here insert name and title
of the officer), personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
STATE OF CALIFORNIA )
)
COUNTY OF SAN MATEO )
On , 20 , before me, , (here insert name and title
of the officer), personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
1596313.1 17
Exhibit A to Grant Deed
PROPERTY
(Attach legal description.)
1596313.1 18
This is to certify that the interest in real property conveyed by the Grant Deed dated
, 2011, from the Redevelopment Agency of the City of South San Francisco, a
public body corporate and politic, to the City of South San Francisco, a municipal corporation
( "City "), is hereby accepted on behalf of the City by its City Manager pursuant to authority
conferred by Resolution No. , adopted by the City Council of the City of South San
Francisco on , 2011, and that the City consents to recordation of the Grant
Deed by its duly authorized officer.
Dated , 2011
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
CERTIFICATE OF ACCEPTANCE
SIGNATURES MUST BE NOTARIZED.
1596313.1 19
ASSIGNMENT OF LEASES
(DOWNTOWN PROPERTIES)
THIS ASSIGNMENT OF LEASES ( "Assignment "), is made as of the day of
March, 2011 ( "Effective Date ") by and between the Redevelopment Agency of the City of
South San Francisco, a public body, corporate and politic. ( "Assignor ") and the City of South
San Francisco, a municipal corporation ( "Assignee ").
RECITALS
WHEREAS, by Disposition and Development Agreement ( "DDA ") dated as of March
2011, by and between Assignor and Assignee, Assignor agreed to transfer to Assignee that
certain real property located at 217 -19 Grand Avenue ( "Property ") as more particularly
described in the DDA; and
WHEREAS, Assignor desires to assign to Assignee certain leases and rental agreements
concerning the Property and Assignee desires to assume the obligations of Assignor under such
leases and rental agreements arising from and after the date of such assignment.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Assignment. Assignor hereby assigns, sets over and transfers to Assignee all of its right,
title and interest in, to and under the leases and rental agreements (collectively, "Leases ") with
the tenants of the Property identified on Exhibit A attached hereto and incorporated herein by
this reference, together with all prepaid rent and all security or other deposits paid by the tenants
under the Leases. All such prepaid rent and security or other deposits shall be payable to
Assignee at close of escrow for the transfer of the Property to Assignee.
2. Assumption of Lease Obligations. Assignee assumes and agrees to perform all
obligations of the landlord under the Leases, arising as of the date hereof.
3. Deposits. Assignee assumes all liability and obligations of the landlord under the Leases
to return any security deposits or other deposits of a similar nature made by tenants in connection
with or pursuant to the Leases, unless Assignee delivers the deposits to a future landlord under
the Leases and gives any notice required by law and such delivery and notice releases all prior
landlords for any obligation to deliver the deposits to the tenants.
4. Miscellaneous. This Assignment and the obligations of the parties hereunder shall
survive the closing of the transaction referred to in the DDA and shall not be merged therein,
shall be binding upon and inure to the benefit of the parties hereto, their respective legal
representatives, successors and assigns, shall be governed by and construed in accordance with
the laws of the State of California, and may not be modified or amended in any manner other
than by a written agreement signed by the party to be charged therewith.
5. Severability. If any term or provision of this Assignment or the application thereof to any
persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Assignment or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Assignment shall be valid and enforced to the fullest extent permitted by
law.
6. Counterparts. This Assignment may be executed in counterparts, each of which shall be
an original and all of which counterparts taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date
first set forth hereinabove.
ASSIGNOR
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
ATTEST:
By
Agency Secretary
APPROVED AS TO FORM:
By
Agency Counsel
ASSIGNEE
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
1596597.1 2
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596597.1 3
Exhibit A
LEASES
1. Commercial Lease Agreement dated as of November 21, 2008, and executed by and
between Five Pasco Brothers, Inc. c/o Penna Realty Property Management as Landlord and Bok
Duk Song dba Mom's Tofu as Tenant, concerning the property located at 217 Grand Avenue,
South San Francisco, California. Such lease was assigned to the Redevelopment Agency of the
City South San Francisco as Landlord in 2010.
2. Commercial Lease Agreement dated as of May 18, 2004, and executed by and between
Five Pasco Brothers, Inc. c/o Penna Realty Property Management as Landlord and Zuhair K.
Mukatash and Khoulod Y. Mukates as Tenant, concerning the property located at 219 Grand
Avenue, South San Francisco, California. Such lease was assigned to Viet Linh Nguyen dba Ben
Tre, Vietnamese Homestyle Cuisine as Tenant pursuant to an Assignment of Lease Agreement
dated as of August 4, 2008. Such lease was assigned to the Redevelopment Agency of the City
of South San Francisco as Landlord in 2010.
1596597.1 4
DISPOSITION AND DEVELOPMENT AGREEMENT
(FORMER PUC PARCELS)
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement "), dated
as March , 2011 ( "Effective Date "), is entered into by and between the City of South San
Francisco, a municipal corporation ( "City "), and the Redevelopment Agency of the City of
South San Francisco, a public body corporate and politic ( "Agency "). Agency and City are
hereinafter collectively referred to as the "Parties."
RECITALS
WHEREAS, pursuant to authority granted under Community Redevelopment Law
(California Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has
responsibility to implement the redevelopment plan for the El Camino Corridor Redevelopment
Project (the "Project Area ") adopted by the City Council of the City of South San Francisco
( "City Council ") (as subsequently amended, hereafter the "Redevelopment Plan ");
WHEREAS, the Agency owns that certain real property located in or adjacent to the
Project Area known as San Mateo County Assessor's Parcel Numbers 093 -312 -050, 093 -312-
060, 093 -331 -050, 093 - 331 -060, 011- 326 -030 and 011 - 322 -030 as described in Exhibit A
attached hereto (the "Property ");
WHEREAS, the Agency seeks development of the Property consistent with the
Redevelopment Plan;
WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the
City any of the powers or functions of the Agency with respect to the undertaking of a
redevelopment project, and the City is authorized to carry out and perform such powers and
functions;
WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to (i)
acquire land from the Agency, (ii) become obligated to use the acquired property for the purposes
specified in the Redevelopment Plan, and (iii) comply with the covenants, conditions and
restrictions imposed by the Agency in conjunction with the sale in order to prevent speculation
and carry out the purposes of the CRL and the Redevelopment Plan;
WHEREAS, to facilitate the redevelopment of the Project Area and the Property,
the Agency desires to transfer the Property to City, and City desires to acquire the Property from
Agency, subject to the terms and conditions set forth herein, which are designed to ensure that
the redevelopment of the Property is carried out in accordance with the Redevelopment Plan;
and
1595915.1 1
WHEREAS, the purpose of this Agreement is to effectuate the Redevelopment Plan by
providing for the redevelopment of the Property as more particularly set forth herein. The
Agency has determined that (i) the disposition and development of the Property pursuant to this
Agreement (a) is consistent with the Redevelopment Plan and the Implementation Plan for the
Project Area, (b) will be of benefit to the Project Area, and (c) will further the goals of the
Redevelopment Plan by providing for residential, retail and commercial development in the
Project Area.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.
1. Transfer. Agency shall transfer to City, and City shall accept from Agency, the
Property in accordance with the terms, covenants and conditions set forth herein.
2. Project Approvals; Environmental Review. This Agreement is not intended to
limit in any manner the discretion of City or Agency, as applicable, in connection with the
issuance of approvals and entitlements for the Property, including, without limitation, the
undertaking and completion of any required environmental review pursuant to the California
Environmental Quality Act ( "CEQA ") and the National Environmental Policy Act ( "NEPA "), as
applicable, and the review and approval of plans and specifications relating to the Property. Prior
to approval of any project for the Property, City, acting as lead agency or co -lead agency, shall
complete any environmental review required under CEQA or NEPA.
3. Conveyance of Title; Closing. Conveyance of the Property shall be accomplished
by the execution, delivery, and recordation of one or more grant deeds substantially in the form
attached hereto as Exhibit B (the "Grant Deeds "). Unless this Agreement is terminated pursuant
to the terms hereof or extended by mutual written consent of the Parties, the closing date for
conveyance of the Property ( "Closing Date ") shall be a date mutually agreeable to the Parties,
but not later than six (6) months following the Effective Date, unless the Parties mutually agree
to extend such deadline. On the Closing Date: (i) the Agency shall execute and deliver the
Grant Deeds to City; (ii) the City shall execute a Certificate of Acceptance for each Grant Deed,
and (iii) the City shall cause the Grant Deeds to be recorded in the Official Records of San Mateo
County, California. Possession of the Property shall be delivered to City on the Closing Date;
provided however, if mutually agreed upon by the Parties, the Parties may convey the parcels that
comprise the Property in one or more conveyances on different dates.
4. Prorations; Closing Costs. Property taxes or payments in lieu of taxes (if any are
applicable to the Property) shall be prorated as of the Closing Date based upon the most recent
tax bill available, including any such payments which may accrue or property taxes which may
be assessed after the Closing Date but which pertain to the period prior to the transfer of title to
the Property to City, regardless of when or to whom notice thereof is delivered. Any bond or
assessment that constitutes a lien on the Property as of the Closing Date shall be assumed by
City. Rents payable under any leases existing prior to the Closing Date, and any utility and sewer
service charges shall be prorated as of the Closing Date. Agency shall pay all recording fees,
1595915.1 2
transfer taxes, escrow fees and closing costs incurred in connection with the conveyance of the
Property to City. City shall pay the cost of any policy of title insurance City elects to purchase in
connection with the transactions contemplated hereby.
5. AS -IS Transfer. Except as provided in Section 6, City acknowledges and agrees
that: (i) prior to the Closing Date, in City's discretion, City shall inspect the Property and
examine the legal, environmental, zoning, land use, seismic, title, survey and physical
characteristics and condition of the Property; (ii) by acquiring the Property, City shall be deemed
to have approved of all such characteristics and conditions; (iii) the Property is to be transferred,
conveyed to, and accepted by City in its present condition, "AS IS ", "WHERE IS" AND WITH
ALL FAULTS, and no patent or latent defect or deficiency in the condition of the Property
whether or not known or discovered, shall affect the rights of either Agency or City hereunder.
6. Environmental Indemnity. To the fullest extent permitted by law, Agency shall
indemnify, defend (with counsel approved by the City) and hold the City and its elected and
appointed officials, employees, agents and representatives harmless from and against all
liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes
of action, legal or administrative proceedings, judgments, costs and expenses (including without
limitation reasonable attorneys' fees and court costs) (all of the foregoing, collectively "Claims ")
resulting, arising, or based directly or indirectly in whole or in part, upon the presence, release,
use, generation, discharge, transport, storage or disposal of any Hazardous Materials on, under, in
or about, or the transportation of any such Hazardous Materials to or from the Property. The
foregoing indemnity shall further apply to any contamination of any property or natural resources
arising in connection with the generation, use, handling, treatment, storage, transport or disposal
of any such Hazardous Materials, and irrespective of whether any of such activities were or will
be undertaken in accordance with Hazardous Materials Laws and shall include, without
limitation, any Claims arising in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work ordered by a court or required by any federal,
state, or local governmental agency or political subdivision.
As used herein, "Hazardous Materials" means any substance, material, or waste which is
or becomes regulated by any local, state or federal authority, agency or governmental body. As
used herein "Hazardous Materials Laws" means all federal, state and local laws, ordinances,
regulations, orders and directives pertaining to Hazardous Materials.
7. Agency's Covenants. Agency covenants that from the Effective Date and through
the Closing Date, Agency: (i) shall not permit any liens, encumbrances, or easements to be
placed on the Property without the consent of City; (ii) shall not enter into any agreement
regarding the sale, rental, management, repair, improvement, or any other matter affecting the
Property that would be binding on City or the Property after the Closing Date without the prior
written consent of City; (iii) shall not permit any act of waste or act that would tend to diminish
the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv)
shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear
excepted, and shall manage the Property substantially in accordance with Agency's established
practices.
1595915.1 3
8. Damage and Destruction. In the event of any damage or other loss to the
Property, or any portion thereof, caused by fire, flood or other casualty prior to the Closing Date
in an amount not exceeding $50,000, City shall not be entitled to terminate this Agreement, but
shall be obligated to accept the Property as provided in this Agreement, provided that Agency
shall: (i) assign and transfer to City all of Agency's rights under any insurance policy covering the
damage or loss, and all claims for monies payable from Agency's insurer(s) in connection with
the damage or loss, and (ii) pay to City on the Closing Date the amount of Agency's deductible
under the insurance policy or policies covering the damage or loss. In the event of damage or
destruction of the Property or any portion thereof prior to the Closing Date in an amount in
excess of $50,000, City may elect either to terminate this Agreement upon written notice to
Agency, or to consummate the transfer of the Property, in which case Agency shall (i) assign and
transfer to City all of Agency's rights under any insurance policy covering the damage or loss,
and all claims for monies payable from Agency's insurer(s) in connection with the damage or
loss, and (ii) pay to City on the Closing Date the amount of Agency's deductible under the
insurance policy or policies covering the damage or loss. If City elects to terminate this
Agreement, all funds and documents deposited into escrow by or on behalf of City shall be
returned to City, and all rights and obligations hereunder shall terminate.
9. Condemnation. If prior to Close of Escrow, a material portion of the Property is
taken by eminent domain (or an action of eminent domain has been commenced against all or
any portion of the Property) (excluding for purposes of this Section, the exercise of any eminent
domain powers by the City), upon Agency's receipt of notice thereof Agency shall promptly
notify City of such fact, and City shall have the option to terminate this Agreement upon notice
to Agency given not later than ten (10) days after City's receipt of Agency's notice. If City elects
to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of
City shall be returned to City, and all rights and obligations hereunder shall terminate.
If City does not exercise such option to terminate this Agreement, Agency shall assign to
City on the Closing Date, and City shall be entitled to negotiate for, receive, and keep, all awards,
and rights to receive future awards, for such taking by eminent domain, and the transaction
contemplated by this Agreement shall be consummated pursuant to the terms hereof.
10. Restrictions on Use. City pledges that City shall use, and shall permit the
Property to be developed, solely for purposes consistent with the Redevelopment Plan, the
Implementation Plan adopted in connection therewith, the El Camino Real /Chestnut Specific
Plan as adopted and amended by the City Council, and the City's General Plan as it presently
exists or may be amended.
The requirements of this Section 10 shall be included in the Grant Deeds conveying the
Property to City, shall constitute covenants running with the land, shall be binding on successors,
and shall survive the Close of Escrow and the termination of this Agreement.
11. Obligation to Refrain from Discrimination. City shall not restrict the rental, sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion
thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital
status, ancestry, or national origin of any person. City covenants for itself and all persons
1595915.1 4
claiming under or through it, and this Agreement is made and accepted upon and subject to the
condition that there shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part
thereof, nor shall City or any person claiming under or through City establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the
Property or part thereof. City shall include such provision in all deeds, leases, contracts and
other instruments executed by City, and shall enforce the same diligently and in good faith.
All deeds, leases or contracts made or entered into by City, its successors or assigns, as to
any portion of the Property or the improvements located thereon shall contain the following
language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against
or segregation of a person or of a group of persons on account of any basis listed
in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
property herein conveyed nor shall the grantee or any person claiming under or
through the grantee establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the
property herein conveyed. The foregoing covenant shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status, nothing
in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,
51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through
the lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
1595915.1 5
(c)
account of race, color, creed, religion, sex, sexual orientation, marital status,
national origin, ancestry or disability in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the property herein leased nor shall the lessee
or any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination of segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the property herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11
and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision
(d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o),
and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and
Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the property nor shall the transferee or any
person claiming under or through the transferee establish or permit any such
practice or practices of discrimination or segregation with reference to selection,
location, number, use or occupancy of tenants, lessee, subtenants, sublessees or
vendees of the land."
12. Defaults and Remedies.
12.1 Default. An event of default ( "Event of Default ") shall arise hereunder if either
Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this
Agreement, and the default continues for a period of thirty (30) days, or in the case of a default
which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to
commence to cure the default within thirty (30) days of such default and thereafter fails to
prosecute the curing of such default with due diligence and in good faith to completion within
not more than ninety (90) days.
12.2 Remedies. Upon the occurrence of an Event of Default, in addition to pursuing
any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non -
defaulting Party may bring an action for equitable relief seeking the specific performance of the
terms and conditions of this Agreement, and /or enjoining, abating, or preventing any violation of
such terms and conditions, and /or seeking to obtain any other remedy consistent with the purpose
of this Agreement, and may pursue any and all other remedies available under this Agreement or
under law or equity to enforce the terms of this Agreement.
1595915.1 6
12.3 Remedies Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or different
time, of any other rights or remedies for the same or any other default by the other Party.
12.4 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of any
such rights or remedies, nor deprive either Party of its rights to institute and maintain any action
or proceeding which it may deem necessary to protect, assert or enforce any such rights or
remedies in the same or any subsequent default.
13. Miscellaneous.
13.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall 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 shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall
be deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) 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;
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first -
class or certified mail or by overnight delivery, or (b) a transmission report is generated
reflecting the accurate transmission thereof. Any notice given by facsimile shall 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
To Agency:
To City:
Redevelopment Agency of the
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
1595915.1 7
13.2 No Brokers. Each Party hereby represents and warrants to the other Party that it
has retained no broker or other party to whom a commission or finder's fee is due with respect to
the transactions contemplated hereby. Each Party shall defend, indemnify and hold the other
Party harmless from and against all claims, expenses, costs, or arising in connection with a
breach of this warranty and representation. The terms of this Section shall survive the expiration
or earlier termination of this Agreement.
13.3 Attorneys' Fees. If either Party fails to perform any of its obligations under this
Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation
of any provision hereof, then the prevailing party in any proceeding in connection with such
dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or
establishing its rights hereunder, including, without limitation, court costs and reasonable
attorneys' fees and disbursements.
13.4 Entire Agreement. This Agreement, together with Exhibits A and B, constitutes
the entire agreement of the Parties with respect to the subject matter hereof and supersedes all
prior negotiations and agreements with respect thereto.
13.5 Provisions Not Merged With Deeds. None of the provisions, terms,
representations, warranties and covenants of this Agreement are intended to or shall be merged
by the Grant Deeds, and neither the Grant Deeds nor any other document shall affect or impair
the provisions, terms, representations, warranties and covenants contained herein. Without
limiting the generality of the foregoing: (i) Agency's representations, warranties and covenants
contained herein shall survive the Close of Escrow, (ii) all provisions of this Agreement that
expressly state that they shall survive the Close of Escrow and the termination of this Agreement,
shall do so, and (iii) Agency and City intend that City's obligations pursuant to Sections 6, 10
and 11 will survive the termination of this Agreement, the Close of Escrow and the transfer of
the Property to City.
13.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
13.7 Interpretation; Captions. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
13.8 Exhibits. Exhibits A and B attached hereto is incorporated herein by this
reference and made a part of this Agreement.
13.9 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by
the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or
by any third person, to be for the benefit of any third party, nor shall any third party have any
1595915.1 8
right to enforce any provision of this Agreement or be entitled to damages for any breach by City
or Agency of any of the provisions of this Agreement.
13.10 Amendments. This Agreement may be modified or amended only by an
instrument in writing executed by both City and Agency.
13.11 Assignments. This Agreement and the rights conferred hereunder may not be
assigned by operation of law or otherwise absent the express written consent of the Parties.
13.12 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which taken together shall constitute one agreement.
13.13 Further Assurances. Agency and City each agree to undertake such other actions
as may reasonably be necessary to carry out the intent of this Agreement, including without
limitation, the execution and /or recordation of any additional documents which may be required
to effectuate the transactions contemplated hereby.
13.14 Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
13.15 Non - Liability of Officials, Employees and Agents. No member, official,
employee or agent of City or Agency shall be personally liable in the event of any default or
breach hereunder by either Party.
SIGNATURES ON FOLLOWING PAGE
1595915.1 9
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
AGENCY
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body corporate and politic
By:
ATTEST:
By
Agency Secretary
APPROVED AS TO FORM:
By
Agency Counsel
CITY
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1595915.1 10
APN #
Address
Description
093 - 312 -050
Former PUC- vacant
093 - 312 -060
Former PUC - vacant
093 -331 -050
Centennial Way Linear Plan
and Boys and Girls Club
093 - 331 -060
Centennial Way Linear Plan
and Boys and Girls Club
011- 326 -030
Former Petrocchi property at
corner of El Camino Real and
Chestnut
011- 322 -030
1 Chestnut Avenue
Former Ron Price motors
Exhibit A
PROPERTY
1595915.1 11
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency
of the City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
APNs:
1595915.1 12
Exhibit B
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
FORM OF GRANT DEED
(PUC PROPERTIES)
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic (the
"Grantor ") acting to carry out the Redevelopment Plan for the El Camino Corridor Redevelopment
Project (the "Redevelopment Plan ") for redevelopment purposes pursuant to the Community
Redevelopment Law of the State of California, hereby grants and conveys to the City of South San
Francisco, a municipal corporation (the "Grantee "), the real property (the "Property ") located in
the City of South San Francisco at , designated as San Mateo County
Assessors Parcel Nos. and more particularly described in Exhibit A attached hereto and
incorporated in this grant deed ( "Grant Deed ") by this reference.
1. Disposition and Development Agreement. The Property is conveyed subject to the
Redevelopment Plan and that certain unrecorded Disposition and Development Agreement entered
into by and between the Grantor and the Grantee dated as of March , 2011 (the "Agreement ").
2. Use Restrictions. The Grantee hereby covenants and agrees, for itself and its successors and
assigns, that the Property shall be used and developed solely for purposes consistent with the
Redevelopment Plan, the Implementation Plan adopted in connection therewith, the El Camino
Real /Chestnut Specific Plan as adopted and amended by the City Council, and the City's General
Plan as it presently exists or may be amended.
3. Nondiscrimination. Grantee shall not restrict the rental, sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color,
religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any
person. Grantee covenants for itself and all persons claiming under or through it, and this Grant
Deed is made and accepted upon and subject to the condition that there shall be no discrimination
against or segregation of any person or group of persons on account of any basis listed in subdivision
(a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2
of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the Property or part thereof, nor shall Grantee or any person claiming under or through Grantee
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in, of, or for the Property or part thereof.
All deeds, leases or contracts made or entered into by Grantee, its successors or assigns, as to
any portion of the Property or the Improvements shall contain the following language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against or
segregation of a person or of a group of persons on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision
(p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the property herein
conveyed nor shall the grantee or any person claiming under or through the grantee
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the property herein conveyed. The foregoing
covenant shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and
799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of
Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of
Section 12955 of the Government Code shall apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through the
lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status, national
origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the property herein leased nor shall the lessee or any person
claiming under or through the lessee establish or permit any such practice or practices
of discrimination of segregation with reference to the selection, location, number, use
1595915.1 13
or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property
herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall
not be construed to apply to housing for older persons, as defined in Section 12955.9
of the Government Code. With respect to familial status, nothing in paragraph (1)
shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the
Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and
Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of
the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision
(m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the property nor shall the transferee or any person claiming under or
through the transferee establish or permit any such practice or practices of
discrimination or segregation with reference to selection, location, number, use or
occupancy of tenants, lessee, subtenants, sublessees or vendees of the land."
4. Term of Restrictions. The covenants contained in Section 2 regarding use of the Property
shall remain in effect until the date which is the expiration date of the Redevelopment Plan as in
effect on the date of this Grant Deed. The covenants against discrimination contained in Section 3
shall remain in effect in perpetuity.
5. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions,
provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way
impair the lien or charge of any mortgage, deed of trust or other financing or security instrument
permitted by the Agreement; provided, however, that any successor of Grantee to the Property shall
be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether
such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or
otherwise.
6. Binding On Successors. The covenants contained in Sections 2 and 3 of this Grant Deed,
without regard to technical or legal classification or designation specified in this Grant Deed or
otherwise, shall to the fullest extent permitted by law and equity, be binding upon Grantee and any
successor in interest to the Property or any part thereof, for the benefit of Grantor, and its successors
and assigns, and such covenants shall run in favor of and be enforceable by the Grantor and its
successors and assigns for the entire period during which such covenants shall be in force and effect,
without regard to whether the Grantor is or remains an owner of any land or interest therein to which
such covenants relate. In the event of any breach of any of such covenants, the Grantor and its
1595915.1 14
successors and assigns shall have the right to exercise all rights and remedies available under law or
in equity to enforce the curing of such breach.
7. Enforcement. The Grantor shall have the right to institute such actions or proceedings as it
may deem desirable to enforce the provisions set forth herein. Any delay by the Grantor in
instituting or prosecuting any such actions or proceedings or otherwise asserting its rights hereunder
shall not operate as a waiver of or limitation on such rights, nor operate to deprive Grantor of such
rights, nor shall any waiver made by the Grantor with respect to any specific default by the Grantee,
its successors and assigns, be considered or treated as a waiver of Grantor's rights with respect to any
other default by the Grantee, its successors and assigns, or with respect to the particular default
except to the extent specifically waived.
8. Amendment. Only the Grantor, its successors and assigns, and the Grantee and the
successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall
have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants
contained in this Grant Deed. For purposes of this Section, successors and assigns of the Grantee
shall be defined to include only those parties who hold all or any part of the Property in fee title, and
not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed
of trust, or any other person or entity having an interest less than a fee in the Property and
Improvements.
9. Conflict. In the event there is a conflict between the provisions of this Grant Deed and the
Agreement, it is the intent of the parties that the Agreement shall control.
10. Counterparts. This Grant Deed may be executed in counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGES.
1595915.1 15
GRANTOR:
IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this
day of , 2011.
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
ATTEST:
By:
GRANTEE:
Executive Director
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1595915.1 16
FORM — DO NOT SIGN
SIGNATURES MUST BE NOTARIZED.
STATE OF CALIFORNIA )
)
COUNTY OF SAN MATEO )
On , 20_, before me, , (here insert name and title
of the officer), personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
STATE OF CALIFORNIA )
)
COUNTY OF SAN MATEO )
On , 20 , before me, , (here insert name and title
of the officer), personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
1595915.1 17
Exhibit A to Grant Deed
PROPERTY
(Attach legal description.)
1595915.1 18
This is to certify that the interest in real property conveyed by the Grant Deed dated
, 2011, from the Redevelopment Agency of the City of South San Francisco, a
public body corporate and politic, to the City of South San Francisco, a municipal corporation
( "City "), is hereby accepted on behalf of the City by its City Manager pursuant to authority
conferred by Resolution No. , adopted by the City Council of the City of South San
Francisco on , 2011, and that the City consents to recordation of the Grant
Deed by its duly authorized officer.
Dated , 2011
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
CERTIFICATE OF ACCEPTANCE
SIGNATURES MUST BE NOTARIZED.
1595915.1 19
1596588.1
ASSIGNMENT OF LEASES
(PUC PROPERTIES)
THIS ASSIGNMENT OF LEASES ( "Assignment "), is made as of the day of
March, 2011( "Effective Date ") by and between the Redevelopment Agency of the City of South
San Francisco, a public body, corporate and politic. ( "Assignor ") and the City of South San
Francisco, a municipal corporation ( "Assignee ").
RECITALS
WHEREAS, by Disposition and Development Agreement ( "DDA ") dated as of
, 2011, by and between Assignor and Assignee, Assignor agreed to transfer to
Assignee that certain real property located in South San Francisco and known as San Mateo
County Assessor's Parcel Numbers 093 - 312 -050, 093 -312 -060, 093 - 331 -050, 093 - 331 -060, and
011- 326 -030 ( "Property ") as more particularly described in the DDA; and
WHEREAS, Assignor desires to assign to Assignee certain leases and rental agreements
and Assignee desires to assume the obligations of Assignor under such leases and rental
agreements arising from and after the date of such assignment.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Assignment. Assignor hereby assigns, sets over and transfers to Assignee all of its right,
title and interest in, to and under the leases and rental agreements (collectively, "Leases ") with
the tenants of the Property identified on Exhibit A attached hereto and incorporated herein by
this reference, together with all prepaid rent and all security or other deposits paid by the tenants
under the Leases. All such prepaid rent and security or other deposits shall be payable to
Assignee at close of escrow for the transfer of the Property to Assignee.
2. Assumption of Lease Obligations. Assignee assumes and agrees to perform all
obligations of the landlord under the Leases, arising as of the date hereof.
3. Deposits. Assignee assumes all liability and obligations of the landlord under the Leases
to return any security deposits or other deposits of a similar nature made by tenants in connection
with or pursuant to the Leases, unless Assignee delivers the deposits to a future landlord under
the Leases and gives any notice required by law and such delivery and notice releases all prior
landlords for any obligation to deliver the deposits to the tenants.
4. Miscellaneous. This Assignment and the obligations of the parties hereunder shall
survive the closing of the transaction referred to in the DDA and shall not be merged therein,
shall be binding upon and inure to the benefit of the parties hereto, their respective legal
representatives, successors and assigns, shall be governed by and construed in accordance with
the laws of the State of California, and may not be modified or amended in any manner other
than by a written agreement signed by the party to be charged therewith.
5. Severability. If any term or provision of this Assignment or the application thereof to any
persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Assignment or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Assignment shall be valid and enforced to the fullest extent permitted by
law.
6. Counterparts. This Assignment may be executed in counterparts, each of which shall be
an original and all of which counterparts taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date
first set forth hereinabove.
ASSIGNOR
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
ATTEST:
By
Agency Secretary
APPROVED AS TO FORM:
By
Agency Counsel
ASSIGNEE
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
1596588.1 2
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596588.1 3
Exhibit A
LEASES
1. San Francisco Water Department Revocable Permit dated as of January 7, 1958, and
executed by and between the San Francisco Water Department as Licensor and South San
Francisco Boys' Club as Licensee. Such license was assigned to the Redevelopment Agency of
the City of South San Francisco as Licensor pursuant to an Assignment of Lease Agreement
dated as of January 30, 2008.
2. San Francisco Water Department Land Use Permit dated as of January 31, 1990, and
executed by and between the San Francisco Water Department as Licensor and Patrick Media
Group Inc. as Licensee. Such license was assigned to Clear Channel Outdoor Inc. as Licensee.
Such license was assigned to the Redevelopment Agency of the City of South San Francisco as
Licensor pursuant to an Assignment of Lease Agreement dated as of January 30, 2008.
1596588.1 4
1596593.1
DISPOSITION AND DEVELOPMENT AGREEMENT
(Public Properties)
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement "), dated
as March , 2011 ( "Effective Date "), is entered into by and between the City of South San
Francisco, a municipal corporation ( "City "), and the Redevelopment Agency of the City of
South San Francisco, a public body corporate and politic ( "Agency "). Agency and City are
hereinafter collectively referred to as the "Parties."
RECITALS
WHEREAS, pursuant to authority granted under Community Redevelopment Law
(California Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has
responsibility to implement the redevelopment plans for the Downtown/Central Redevelopment
Project, the El Camino Corridor Redevelopment Project, and the Gateway Redevelopment
Project (the "Project Areas ") adopted by the City Council of the City of South San Francisco
( "City Council ") (as subsequently amended, hereafter the "Redevelopment Plans ");
WHEREAS, the Agency owns that certain real property located in or adjacent to the
Project Areas described in Exhibit A attached hereto and incorporated herein (the "Property ");
WHEREAS, the Property is currently used to provide, or will be redeveloped to provide,
important public services to residents of the Project Areas and residents of the City, such as fire
protection, medical services, childcare services, and historical services;
WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the
City any of the powers or functions of the Agency with respect to the undertaking of a
redevelopment project, and the City is authorized to carry out and perform such powers and
functions;
WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to (i)
acquire land from the Agency, (ii) become obligated to use the acquired property for the purposes
specified in the Redevelopment Plan, and (iii) comply with the covenants, conditions and
restrictions imposed by the Agency in conjunction with the sale in order to prevent speculation
and carry out the purposes of the CRL and the Redevelopment Plan;
WHEREAS, to facilitate the continued use of the Property for important public services,
the Agency desires to transfer the Property to City, and City desires to acquire the Property from
Agency, subject to the terms and conditions set forth herein, which are designed to ensure that
the Property is used and /or redeveloped in accordance with the Redevelopment Plan; and
WHEREAS, the purpose of this Agreement is to effectuate the Redevelopment Plan by
providing for the use and /or redevelopment of the Property as more particularly set forth herein.
The Agency has determined that (i) the disposition and development of the Property pursuant to
this Agreement (a) is consistent with the Redevelopment Plans and the Implementation Plans for
the Project Areas, (b) will be of benefit to the Project Areas, and (c) will further the goals of the
Redevelopment Plans by providing important public services in the Project Area.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.
1. Transfer. Agency shall transfer to City, and City shall accept from Agency, the
Property in accordance with the terms, covenants and conditions set forth herein.
2. Project Approvals; Environmental Review. This Agreement is not intended to
limit in any manner the discretion of City or Agency, as applicable, in connection with the
issuance of approvals and entitlements for the Property, including, without limitation, the
undertaking and completion of any required environmental review pursuant to the California
Environmental Quality Act ( "CEQA ") and the National Environmental Policy Act ( "NEPA "), as
applicable, and the review and approval of plans and specifications relating to the Property. Prior
to approval of any project for the Property, City, acting as lead agency or co -lead agency, shall
complete any environmental review required under CEQA or NEPA.
3. Conveyance of Title; Closing. Conveyance of the Property shall be accomplished
by the execution, delivery, and recordation of one or more grant deeds substantially in the form
attached hereto as Exhibit B (the "Grant Deeds "). Unless this Agreement is terminated pursuant
to the terms hereof or extended by mutual written consent of the Parties, the closing date for
conveyance of the Property ( "Closing Date ") shall be a date mutually agreeable to the Parties,
but not later than six (6) months following the Effective Date, unless the Parties mutually agree
to extend such deadline. On the Closing Date: (i) the Agency shall execute and deliver the
Grant Deeds to City; (ii) the City shall execute a Certificate of Acceptance for each Grant Deed,
and (iii) the City shall cause the Grant Deeds to be recorded in the Official Records of San Mateo
County, California. Possession of the Property shall be delivered to City on the Closing Date;
provided however, if mutually agreed upon by the Parties, the Parties may convey the parcels that
comprise the Property in one or more conveyances on different dates.
4. Prorations; Closing Costs. Property taxes or payments in lieu of taxes (if any are
applicable to the Property) shall be prorated as of the Closing Date based upon the most recent
tax bill available, including any such payments which may accrue or property taxes which may
be assessed after the Closing Date but which pertain to the period prior to the transfer of title to
the Property to City, regardless of when or to whom notice thereof is delivered. Any bond or
assessment that constitutes a lien on the Property as of the Closing Date shall be assumed by
City. Rents payable under any leases existing prior to the Closing Date, and any utility and sewer
service charges shall be prorated as of the Closing Date. Agency shall pay all recording fees,
transfer taxes, escrow fees and closing costs incurred in connection with the conveyance of the
Property to City. City shall pay the cost of any policy of title insurance City elects to purchase in
connection with the transactions contemplated hereby.
1596593.1 2
5. AS -IS Transfer. Except as provided in Section 6, City acknowledges and agrees
that: (i) prior to the Closing Date, in City's discretion, City shall inspect the Property and
examine the legal, environmental, zoning, land use, seismic, title, survey and physical
characteristics and condition of the Property; (ii) by acquiring the Property, City shall be deemed
to have approved of all such characteristics and conditions; (iii) the Property is to be transferred,
conveyed to, and accepted by City in its present condition, "AS IS ", "WHERE IS" AND WITH
ALL FAULTS, and no patent or latent defect or deficiency in the condition of the Property
whether or not known or discovered, shall affect the rights of either Agency or City hereunder.
6. Environmental Indemnity. To the fullest extent permitted by law, Agency shall
indemnify, defend (with counsel approved by the City) and hold the City and its elected and
appointed officials, employees, agents and representatives harmless from and against all
liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes
of action, legal or administrative proceedings, judgments, costs and expenses (including without
limitation reasonable attorneys' fees and court costs) (all of the foregoing, collectively "Claims ")
resulting, arising, or based directly or indirectly in whole or in part, upon the presence, release,
use, generation, discharge, transport, storage or disposal of any Hazardous Materials on, under, in
or about, or the transportation of any such Hazardous Materials to or from the Property. The
foregoing indemnity shall further apply to any contamination of any property or natural resources
arising in connection with the generation, use, handling, treatment, storage, transport or disposal
of any such Hazardous Materials, and irrespective of whether any of such activities were or will
be undertaken in accordance with Hazardous Materials Laws and shall include, without
limitation, any Claims arising in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work ordered by a court or required by any federal,
state, or local governmental agency or political subdivision.
As used herein, "Hazardous Materials" means any substance, material, or waste which is
or becomes regulated by any local, state or federal authority, agency or governmental body. As
used herein "Hazardous Materials Laws" means all federal, state and local laws, ordinances,
regulations, orders and directives pertaining to Hazardous Materials.
7. Agency's Covenants. Agency covenants that from the Effective Date and through
the Closing Date, Agency: (i) shall not permit any liens, encumbrances, or easements to be
placed on the Property without the consent of City; (ii) shall not enter into any agreement
regarding the sale, rental, management, repair, improvement, or any other matter affecting the
Property that would be binding on City or the Property after the Closing Date without the prior
written consent of City; (iii) shall not permit any act of waste or act that would tend to diminish
the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv)
shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear
excepted, and shall manage the Property substantially in accordance with Agency's established
practices.
8. Damage and Destruction. In the event of any damage or other loss to the
Property, or any portion thereof, caused by fire, flood or other casualty prior to the Closing Date
in an amount not exceeding $50,000, City shall not be entitled to terminate this Agreement, but
shall be obligated to accept the Property as provided in this Agreement, provided that Agency
1596593.1 3
shall: (i) assign and transfer to City all of Agency's rights under any insurance policy covering the
damage or loss, and all claims for monies payable from Agency's insurer(s) in connection with
the damage or loss, and (ii) pay to City on the Closing Date the amount of Agency's deductible
under the insurance policy or policies covering the damage or loss. In the event of damage or
destruction of the Property or any portion thereof prior to the Closing Date in an amount in
excess of $50,000, City may elect either to terminate this Agreement upon written notice to
Agency, or to consummate the transfer of the Property, in which case Agency shall (i) assign and
transfer to City all of Agency's rights under any insurance policy covering the damage or loss,
and all claims for monies payable from Agency's insurer(s) in connection with the damage or
loss, and (ii) pay to City on the Closing Date the amount of Agency's deductible under the
insurance policy or policies covering the damage or loss. If City elects to terminate this
Agreement, all funds and documents deposited into escrow by or on behalf of City shall be
returned to City, and all rights and obligations hereunder shall terminate.
9. Condemnation. If prior to Close of Escrow, a material portion of the Property is
taken by eminent domain (or an action of eminent domain has been commenced against all or
any portion of the Property) (excluding for purposes of this Section, the exercise of any eminent
domain powers by the City), upon Agency's receipt of notice thereof Agency shall promptly
notify City of such fact, and City shall have the option to terminate this Agreement upon notice
to Agency given not later than ten (10) days after City's receipt of Agency's notice. If City elects
to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of
City shall be returned to City, and all rights and obligations hereunder shall terminate.
If City does not exercise such option to terminate this Agreement, Agency shall assign to
City on the Closing Date, and City shall be entitled to negotiate for, receive, and keep, all awards,
and rights to receive future awards, for such taking by eminent domain, and the transaction
contemplated by this Agreement shall be consummated pursuant to the terms hereof.
10. Restrictions on Use. City pledges that City shall use and /or permit the Property
to be developed solely for purposes consistent with the Redevelopment Plan, the Implementation
Plan adopted in connection therewith, and the City's General Plan, as it presently exists or may
be amended.
The requirements of this Section 10 shall be included in the Grant Deeds conveying the
Property to City, shall constitute covenants running with the land, shall be binding on successors,
and shall survive the Close of Escrow and the termination of this Agreement.
11. Obligation to Refrain from Discrimination. City shall not restrict the rental, sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion
thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital
status, ancestry, or national origin of any person. City covenants for itself and all persons
claiming under or through it, and this Agreement is made and accepted upon and subject to the
condition that there shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
1596593.1 4
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part
thereof, nor shall City or any person claiming under or through City establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the
Property or part thereof. City shall include such provision in all deeds, leases, contracts and
other instruments executed by City, and shall enforce the same diligently and in good faith.
All deeds, leases or contracts made or entered into by City, its successors or assigns, as to
any portion of the Property or the improvements located thereon shall contain the following
language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against
or segregation of a person or of a group of persons on account of any basis listed
in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
property herein conveyed nor shall the grantee or any person claiming under or
through the grantee establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the
property herein conveyed. The foregoing covenant shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status, nothing
in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,
51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through
the lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status,
national origin, ancestry or disability in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the property herein leased nor shall the lessee
or any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination of segregation with reference to the
1596593.1 5
selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the property herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11
and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision
(d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o),
and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and
Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the property nor shall the transferee or any
person claiming under or through the transferee establish or permit any such
practice or practices of discrimination or segregation with reference to selection,
location, number, use or occupancy of tenants, lessee, subtenants, sublessees or
vendees of the land."
12. Defaults and Remedies.
12.1 Default. An event of default ( "Event of Default ") shall arise hereunder if either
Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this
Agreement, and the default continues for a period of thirty (30) days, or in the case of a default
which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to
commence to cure the default within thirty (30) days of such default and thereafter fails to
prosecute the curing of such default with due diligence and in good faith to completion within
not more than ninety (90) days.
12.2 Remedies. Upon the occurrence of an Event of Default, in addition to pursuing
any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non-
defaulting Party may bring an action for equitable relief seeking the specific performance of the
terms and conditions of this Agreement, and /or enjoining, abating, or preventing any violation of
such terms and conditions, and /or seeking to obtain any other remedy consistent with the purpose
of this Agreement, and may pursue any and all other remedies available under this Agreement or
under law or equity to enforce the terms of this Agreement.
12.3 Remedies Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or different
time, of any other rights or remedies for the same or any other default by the other Party.
1596593.1 6
12.4 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of any
such rights or remedies, nor deprive either Party of its rights to institute and maintain any action
or proceeding which it may deem necessary to protect, assert or enforce any such rights or
remedies in the same or any subsequent default.
13. Miscellaneous.
13.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall 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 shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall
be deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) 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;
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first -
class or certified mail or by overnight delivery, or (b) a transmission report is generated
reflecting the accurate transmission thereof. Any notice given by facsimile shall 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
To Agency:
To City:
Redevelopment Agency of the
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
13.2 No Brokers. Each Party hereby represents and warrants to the other Party that it
has retained no broker or other party to whom a commission or finder's fee is due with respect to
the transactions contemplated hereby. Each Party shall defend, indemnify and hold the other
Party harmless from and against all claims, expenses, costs, or arising in connection with a
1596593.1 7
breach of this warranty and representation. The terms of this Section shall survive the expiration
or earlier termination of this Agreement.
13.3 Attorneys' Fees. If either Party fails to perform any of its obligations under this
Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation
of any provision hereof, then the prevailing party in any proceeding in connection with such
dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or
establishing its rights hereunder, including, without limitation, court costs and reasonable
attorneys' fees and disbursements.
13.4 Entire Agreement. This Agreement, together with Exhibits A and B, constitutes
the entire agreement of the Parties with respect to the subject matter hereof and supersedes all
prior negotiations and agreements with respect thereto.
13.5 Provisions Not Merged With Deeds. None of the provisions, terms,
representations, warranties and covenants of this Agreement are intended to or shall be merged
by the Grant Deeds, and neither the Grant Deeds nor any other document shall affect or impair
the provisions, terms, representations, warranties and covenants contained herein. Without
limiting the generality of the foregoing: (i) Agency's representations, warranties and covenants
contained herein shall survive the Close of Escrow, (ii) all provisions of this Agreement that
expressly state that they shall survive the Close of Escrow and the termination of this Agreement,
shall do so, and (iii) Agency and City intend that City's obligations pursuant to Sections 6, 10
and 11 will survive the termination of this Agreement, the Close of Escrow and the transfer of
the Property to City.
13.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
13.7 Interpretation; Captions. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
13.8 Exhibits. Exhibits A and B attached hereto is incorporated herein by this
reference and made a part of this Agreement.
13.9 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by
the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or
by any third person, to be for the benefit of any third party, nor shall any third party have any
right to enforce any provision of this Agreement or be entitled to damages for any breach by City
or Agency of any of the provisions of this Agreement.
1596593.1 8
13.10 Amendments. This Agreement may be modified or amended only by an
instrument in writing executed by both City and Agency.
13.11 Assignments. This Agreement and the rights conferred hereunder may not be
assigned by operation of law or otherwise absent the express written consent of the Parties.
13.12 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which taken together shall constitute one agreement.
13.13 Further Assurances. Agency and City each agree to undertake such other actions
as may reasonably be necessary to carry out the intent of this Agreement, including without
limitation, the execution and /or recordation of any additional documents which may be required
to effectuate the transactions contemplated hereby.
13.14 Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
13.15 Non - Liability of Officials, Employees and Agents. No member, official,
employee or agent of City or Agency shall be personally liable in the event of any default or
breach hereunder by either Party.
SIGNATURES ON FOLLOWING PAGE
1596593.1 9
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
AGENCY
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body corporate and politic
By:
ATTEST:
By
Agency Secretary
APPROVED AS TO FORM:
By
Agency Counsel
CITY
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596593.1 10
APN #
Address
Descri 1 tion
014- 061 -110
480 N. Canal
Fire Station #61
012 - 301 -020
468 Miller Avenue
Parking Lot for County
Medical Clinic
012- 302 -140
472 Grand /306
Spruce
County Medical Clinic
012 - 338 -160
296 Airport
Boulevard
Future train station
plaza/transit- oriented
development
011- 324 -190
80 Chestnut
Avenue
South San Francisco
Historical Society Museum
015- 024 -490
559 Gateway
YMCA Child Care Center
Exhibit A
PROPERTY
1596593.1 11
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency
of the City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
APNs:
Exhibit B
FORM OF GRANT DEED
(PUBLIC PROPERTIES)
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic (the
"Grantor ") acting to carry out the Redevelopment Plan for the Downtown /Central Redevelopment
Project, the Gateway Redevelopment Project and the El Camino Corridor Redevelopment Project
(the "Redevelopment Plans ") for redevelopment purposes pursuant to the Community
Redevelopment Law of the State of California, hereby grants and conveys to the City of South San
Francisco, a municipal corporation (the "Grantee "), the real property (the "Property ") located in
the City of South San Francisco at , designated as San Mateo County
Assessors Parcel Nos. and more particularly described in Exhibit A attached hereto and
incorporated in this grant deed ( "Grant Deed ") by this reference.
1. Disposition and Development Agreement. The Property is conveyed subject to the
Redevelopment Plan and that certain unrecorded Disposition and Development Agreement entered
into by and between the Grantor and the Grantee dated as of March , 2011 (the "Agreement ").
2. Use Restrictions. The Grantee hereby covenants and agrees, for itself and its successors and
assigns, that the Property shall be used and developed solely for purposes consistent with the
requirements of the Redevelopment Plan, the Implementation Plan adopted in connection therewith,
and the City of South San Francisco General Plan as it presently exists or may be amended.
3. Nondiscrimination. Grantee shall not restrict the rental, sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color,
religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any
person. Grantee covenants for itself and all persons claiming under or through it, and this Grant
1596593.1 12
Deed is made and accepted upon and subject to the condition that there shall be no discrimination
against or segregation of any person or group of persons on account of any basis listed in subdivision
(a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2
of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the Property or part thereof, nor shall Grantee or any person claiming under or through Grantee
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in, of, or for the Property or part thereof.
All deeds, leases or contracts made or entered into by Grantee, its successors or assigns, as to
any portion of the Property or the Improvements shall contain the following language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against or
segregation of a person or of a group of persons on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision
(p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the property herein
conveyed nor shall the grantee or any person claiming under or through the grantee
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the property herein conveyed. The foregoing
covenant shall run with the land.
1596593.1
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and
799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of
Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of
Section 12955 of the Government Code shall apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through the
lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status, national
origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the property herein leased nor shall the lessee or any person
13
claiming under or through the lessee establish or permit any such practice or practices
of discrimination of segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property
herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall
not be construed to apply to housing for older persons, as defined in Section 12955.9
of the Government Code. With respect to familial status, nothing in paragraph (1)
shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the
Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and
Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of
the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision
(m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the property nor shall the transferee or any person claiming under or
through the transferee establish or permit any such practice or practices of
discrimination or segregation with reference to selection, location, number, use or
occupancy of tenants, lessee, subtenants, sublessees or vendees of the land."
4. Term of Restrictions. The covenants contained in Section 2 regarding use of the Property
shall remain in effect until the date which is the expiration date of the Redevelopment Plan as in
effect on the date of this Grant Deed. The covenants against discrimination contained in Section 3
shall remain in effect in perpetuity.
5. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions,
provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way
impair the lien or charge of any mortgage, deed of trust or other financing or security instrument
permitted by the Agreement; provided, however, that any successor of Grantee to the Property shall
be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether
such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or
otherwise.
6. Binding On Successors. The covenants contained in Sections 2 and 3 of this Grant Deed,
without regard to technical or legal classification or designation specified in this Grant Deed or
otherwise, shall to the fullest extent permitted by law and equity, be binding upon Grantee and any
successor in interest to the Property or any part thereof, for the benefit of Grantor, and its successors
and assigns, and such covenants shall run in favor of and be enforceable by the Grantor and its
successors and assigns for the entire period during which such covenants shall be in force and effect,
without regard to whether the Grantor is or remains an owner of any land or interest therein to which
1596593.1 14
such covenants relate. In the event of any breach of any of such covenants, the Grantor and its
successors and assigns shall have the right to exercise all rights and remedies available under law or
in equity to enforce the curing of such breach.
7. Enforcement. The Grantor shall have the right to institute such actions or proceedings as it
may deem desirable to enforce the provisions set forth herein. Any delay by the Grantor in
instituting or prosecuting any such actions or proceedings or otherwise asserting its rights hereunder
shall not operate as a waiver of or limitation on such rights, nor operate to deprive Grantor of such
rights, nor shall any waiver made by the Grantor with respect to any specific default by the Grantee,
its successors and assigns, be considered or treated as a waiver of Grantor's rights with respect to any
other default by the Grantee, its successors and assigns, or with respect to the particular default
except to the extent specifically waived.
8. Amendment. Only the Grantor, its successors and assigns, and the Grantee and the
successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall
have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants
contained in this Grant Deed. For purposes of this Section, successors and assigns of the Grantee
shall be defined to include only those parties who hold all or any part of the Property in fee title, and
not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed
of trust, or any other person or entity having an interest less than a fee in the Property and
Improvements.
9. Conflict. In the event there is a conflict between the provisions of this Grant Deed and the
Agreement, it is the intent of the parties that the Agreement shall control.
10. Counterparts. This Grant Deed may be executed in counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGES.
1596593.1 15
GRANTOR:
By:
ATTEST:
By:
GRANTEE:
IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this
day of , 2011.
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
Executive Director
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
SIGNATURES MUST BE NOTARIZED.
1596593.1 16
FORM - DO NOT SIGN
STATE OF CALIFORNIA )
COUNTY OF SAN MATEO )
On , 20_, before me, , (here insert name and title
of the officer), personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
STATE OF CALIFORNIA )
COUNTY OF SAN MATEO )
On , 20 , before me, , (here insert name and title
of the officer), personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
1596593.1 17
1596593.1
Exhibit A to Grant Deed
PROPERTY
(Attach legal description.)
18
This is to certify that the interest in real property conveyed by the Grant Deed dated
, 2011, from the Redevelopment Agency of the City of South San Francisco, a
public body corporate and politic, to the City of South San Francisco, a municipal corporation
( "City "), is hereby accepted on behalf of the City by its City Manager pursuant to authority
conferred by Resolution No. , adopted by the City Council of the City of South San
Francisco on , 2011, and that the City consents to recordation of the Grant
Deed by its duly authorized officer.
Dated , 2011
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
CERTIFICATE OF ACCEPTANCE
SIGNATURES MUST BE NOTARIZED.
1596593.1 19
ASSIGNMENT OF LEASES
(PUBLIC SERVICES PROPERTIES)
THIS ASSIGNMENT OF LEASES ( "Assignment "), is made as of the day of
March, 2011( "Effective Date ") by and between the Redevelopment Agency of the City of South
San Francisco, a public body, corporate and politic. ( "Assignor ") and the City of South San
Francisco, a municipal corporation ( "Assignee ").
RECITALS
WHEREAS, by Disposition and Development Agreement ( "DDA ") dated as of
, 2011, by and between Assignor and Assignee, Assignor agreed to transfer to
Assignee that certain real property located at 472 Grand Avenue /306 Spruce Avenue, 80
Chestnut Avenue and 559 Gateway ( "Property ") as more particularly described in the DDA;
and
WHEREAS, Assignor desires to assign to Assignee certain leases and rental agreements
concerning the Property and Assignee desires to assume the obligations of Assignor under such
leases and rental agreements arising from and after the date of such assignment.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Assignment. Assignor hereby assigns, sets over and transfers to Assignee all of its right,
title and interest in, to and under the leases and rental agreements (collectively, "Leases ") with
the tenants of the Property identified on Exhibit A attached hereto and incorporated herein by
this reference, together with all prepaid rent and all security or other deposits paid by the tenants
under the Leases. All such prepaid rent and security or other deposits shall be payable to
Assignee at close of escrow for the transfer of the Property to Assignee.
2. Assumption of Lease Obligations. Assignee assumes and agrees to perform all
obligations of the landlord under the Leases, arising as of the date hereof.
3. Deposits. Assignee assumes all liability and obligations of the landlord under the Leases
to return any security deposits or other deposits of a similar nature made by tenants in connection
with or pursuant to the Leases, unless Assignee delivers the deposits to a future landlord under
the Leases and gives any notice required by law and such delivery and notice releases all prior
landlords for any obligation to deliver the deposits to the tenants.
4. Miscellaneous. This Assignment and the obligations of the parties hereunder shall
survive the closing of the transaction referred to in the DDA and shall not be merged therein,
shall be binding upon and inure to the benefit of the parties hereto, their respective legal
representatives, successors and assigns, shall be governed by and construed in accordance with
the laws of the State of California, and may not be modified or amended in any manner other
than by a written agreement signed by the party to be charged therewith.
1596594.1
5. Severability. If any term or provision of this Assignment or the application thereof to any
persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Assignment or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Assignment shall be valid and enforced to the fullest extent permitted by
law.
6. Counterparts. This Assignment may be executed in counterparts, each of which shall be
an original and all of which counterparts taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date
first set forth hereinabove.
ASSIGNOR
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
ATTEST:
By
Agency Secretary
APPROVED AS TO FORM:
By
Agency Counsel
ASSIGNEE
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
1596594.1 2
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596594.1 3
Exhibit A
LEASES
1. Lease Agreement dated as of July 1, 2008, and executed by and between the
Redevelopment Agency of the City of South San Francisco as Landlord and the South San
Francisco Historical Society as Tenant, concerning the property located at 80 Chestnut Avenue,
South San Francisco, California.
2. Child Care Center Lease, dated as of November 5, 2003, and executed by and between
the Redevelopment Agency of the City of South San Francisco as Landlord and the Peninsula
Family YMCA — Young Men's Christian Association of San Francisco as Tenant, concerning the
property located at 559 Gateway, South San Francisco, California.
3. Lease Agreement, dated as of April 4, 2000, and executed by and between the
Redevelopment Agency of the City of South San Francisco as Landlord and the County of San
Mateo as Tenant, concerning the property located at 306 Spruce Avenue.
4. Retail Lease Agreement, dated as of December 2, 1996, and executed by and between the
Janet Siniora as Landlord and Sitike Counseling Center as Tenant, concerning the property
located at 306 Spruce Avenue. Such lease was assigned to the Redevelopment Agency of the
City of South San Francisco as Landlord.
1596594.1 4
DISPOSITION AND DEVELOPMENT AGREEMENT
(AFFORDABLE HOUSING PROPERTIES)
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement "), dated
as March , 2011 ( "Effective Date "), is entered into by and between the City of South San
Francisco, a municipal corporation ( "City "), and the Redevelopment Agency of the City of
South San Francisco, a public body corporate and politic ( "Agency "). Agency and City are
hereinafter collectively referred to as the "Parties."
RECITALS
WHEREAS, pursuant to authority granted under Community Redevelopment Law
(California Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has
responsibility to implement the redevelopment plan for the Downtown Central Redevelopment
Project (the "Project Area ") adopted by the City Council of the City of South San Francisco
("City Council ") (as subsequently amended and restated and further amended, hereafter the
"Redevelopment Plan ");
WHEREAS, the Agency owns that certain real property located in or adjacent to the
Project Area known as San Mateo County Assessor's Parcel Numbers 012 - 312 -070, 012 -311-
230, 013 - 232 -170, 012 - 145 -430, 012 - 333 -050, and 012- 311 -250, as described in Exhibit A
attached hereto and incorporated herein (the "Property ");
WHEREAS, the parcels comprising the Property are either currently improved with
residential units leased or available for lease to low - and moderate- income households at
affordable rents and /or have been acquired for the development of affordable housing;
WHEREAS, the Agency seeks continued use of the Property for affordable housing
purposes consistent with the Redevelopment Plan;
WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the
City any of the powers or functions of the Agency with respect to the undertaking of a
redevelopment project, and the City is authorized to carry out and perform such powers and
functions;
WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to (i)
acquire land from the Agency, (ii) become obligated to use the acquired property for the purposes
specified in the Redevelopment Plan, and (iii) comply with the covenants, conditions and
restrictions imposed by the Agency in conjunction with the sale in order to prevent speculation
and carry out the purposes of the CRL and the Redevelopment Plan;
WHEREAS, to facilitate the continued use of the Property for affordable housing
purposes, the Agency desires to transfer the Property to City, and City desires to acquire the
1596258.1 1
Property from Agency, subject to the terms and conditions set forth herein, which are designed to
ensure that the Property is used and developed in accordance with the Redevelopment Plan; and
WHEREAS, the purpose of this Agreement is to effectuate the Redevelopment Plan by
providing for the use of the Property as more particularly set forth herein. The Agency has
determined that (i) the disposition and development of the Property pursuant to this Agreement
(a) is consistent with the Redevelopment Plan and the Implementation Plan for the Project Area,
(b) will be of benefit to the Project Area, and (c) will further the goals of the Redevelopment Plan
by providing for affordable housing in the Project Area.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.
1. Transfer. Agency shall transfer to City, and City shall accept from Agency, the
Property in accordance with the terms, covenants and conditions set forth herein.
2. Project Approvals; Environmental Review. This Agreement is not intended to
limit in any manner the discretion of City or Agency, as applicable, in connection with the
issuance of approvals and entitlements for the Property, including, without limitation, the
undertaking and completion of any required environmental review pursuant to the California
Environmental Quality Act ( "CEQA ") and the National Environmental Policy Act ( "NEPA "), as
applicable, and the review and approval of plans and specifications relating to the Property. Prior
to approval of any project for the Property, City, acting as lead agency or co -lead agency, shall
complete any environmental review required under CEQA or NEPA.
3. Conveyance of Title; Closing. Conveyance of the Property shall be accomplished
by the execution, delivery, and recordation of one or more grant deeds substantially in the form
attached hereto as Exhibit A (the "Grant Deeds "). Unless this Agreement is terminated pursuant
to the terms hereof or extended by mutual written consent of the Parties, the closing date for
conveyance of the Property ( "Closing Date ") shall be a date mutually agreeable to the Parties,
but not later than six (6) months following the Effective Date, unless the Parties mutually agree
to extend such deadline. On the Closing Date: (i) the Agency shall execute and deliver the
Grant Deeds to City; (ii) the City shall execute a Certificate of Acceptance for each Grant Deed,
and (iii) the City shall cause the Grant Deeds to be recorded in the Official Records of San Mateo
County, California. Possession of the Property shall be delivered to City on the Closing Date;
provided however, if mutually agreed upon by the Parties, the Parties may convey the parcels that
comprise the Property in one or more conveyances on different dates.
4. Prorations; Closing Costs. Property taxes or payments in lieu of taxes (if any are
applicable to the Property) shall be prorated as of the Closing Date based upon the most recent
tax bill available, including any such payments which may accrue or property taxes which may
be assessed after the Closing Date but which pertain to the period prior to the transfer of title to
the Property to City, regardless of when or to whom notice thereof is delivered. Any bond or
assessment that constitutes a lien on the Property as of the Closing Date shall be assumed by
1596258.1 2
City. Rents payable under any leases existing prior to the Closing Date, and any utility and sewer
service charges shall be prorated as of the Closing Date. Agency shall pay all recording fees,
transfer taxes, escrow fees and closing costs incurred in connection with the conveyance of the
Property to City. City shall pay the cost of any policy of title insurance City elects to purchase in
connection with the transactions contemplated hereby.
5. AS -IS Sale. Except as provided in Section 6, City acknowledges and agrees that:
(i) prior to the Closing Date, in City's discretion, City shall inspect the Property and examine the
legal, environmental, zoning, land use, seismic, title, survey and physical characteristics and
condition of the Property; (ii) by acquiring the Property, City shall be deemed to have approved
of all such characteristics and conditions; (iii) the Property is to be transferred, conveyed to, and
accepted by City in its present condition, "AS IS ", "WHERE IS" AND WITH ALL FAULTS,
and no patent or latent defect or deficiency in the condition of the Property whether or not known
or discovered, shall affect the rights of either Agency or City hereunder.
6. Environmental Indemnity. To the fullest extent permitted by law, Agency shall
indemnify, defend (with counsel approved by the City) and hold the City and its elected and
appointed officials, employees, agents and representatives harmless from and against all
liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes
of action, legal or administrative proceedings, judgments, costs and expenses (including without
limitation reasonable attorneys' fees and court costs) (all of the foregoing, collectively "Claims ")
resulting, arising, or based directly or indirectly in whole or in part, upon the presence, release,
use, generation, discharge, transport, storage or disposal of any Hazardous Materials on, under, in
or about, or the transportation of any such Hazardous Materials to or from the Property. The
foregoing indemnity shall further apply to any contamination of any property or natural resources
arising in connection with the generation, use, handling, treatment, storage, transport or disposal
of any such Hazardous Materials, and irrespective of whether any of such activities were or will
be undertaken in accordance with Hazardous Materials Laws and shall include, without
limitation, any Claims arising in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work ordered by a court or required by any federal,
state, or local governmental agency or political subdivision.
As used herein, "Hazardous Materials" means any substance, material, or waste which is
or becomes regulated by any local, state or federal authority, agency or governmental body. As
used herein "Hazardous Materials Laws" means all federal, state and local laws, ordinances,
regulations, orders and directives pertaining to Hazardous Materials.
7. Agency's Covenants. Agency covenants that from the Effective Date and through
the Closing Date, Agency: (i) shall not permit any liens, encumbrances, or easements to be
placed on the Property without the consent of City; (ii) shall not enter into any agreement
regarding the sale, rental, management, repair, improvement, or any other matter affecting the
Property that would be binding on City or the Property after the Closing Date without the prior
written consent of City; (iii) shall not permit any act of waste or act that would tend to diminish
the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv)
shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear
1596258.1 3
excepted, and shall manage the Property substantially in accordance with Agency's established
practices.
8. Damage and Destruction. In the event of any damage or other loss to the
Property, or any portion thereof, caused by fire, flood or other casualty prior to the Closing Date
in an amount not exceeding $50,000, City shall not be entitled to terminate this Agreement, but
shall be obligated to accept the Property as provided in this Agreement, provided that Agency
shall: (i) assign and transfer to City all of Agency's rights under any insurance policy covering the
damage or loss, and all claims for monies payable from Agency's insurer(s) in connection with
the damage or loss, and (ii) pay to City on the Closing Date the amount of Agency's deductible
under the insurance policy or policies covering the damage or loss. In the event of damage or
destruction of the Property or any portion thereof prior to the Closing Date in an amount in
excess of $50,000, City may elect either to terminate this Agreement upon written notice to
Agency, or to consummate the transfer of the Property, in which case Agency shall (i) assign and
transfer to City all of Agency's rights under any insurance policy covering the damage or loss,
and all claims for monies payable from Agency's insurer(s) in connection with the damage or
loss, and (ii) pay to City on the Closing Date the amount of Agency's deductible under the
insurance policy or policies covering the damage or loss. If City elects to terminate this
Agreement, all funds and documents deposited into escrow by or on behalf of City shall be
returned to City, and all rights and obligations hereunder shall terminate.
9. Condemnation. If prior to Close of Escrow, a material portion of the Property is
taken by eminent domain (or an action of eminent domain has been commenced against all or
any portion of the Property) (excluding for purposes of this Section, the exercise of any eminent
domain powers by the City), upon Agency's receipt of notice thereof Agency shall promptly
notify City of such fact, and City shall have the option to terminate this Agreement upon notice
to Agency given not later than ten (10) days after City "s receipt of Agency's notice. If City elects
to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of
City shall be returned to City, and all rights and obligations hereunder shall terminate.
If City does not exercise such option to terminate this Agreement, Agency shall assign to
City on the Closing Date, and City shall be entitled to negotiate for, receive, and keep, all awards,
and rights to receive future awards, for such taking by eminent domain, and the transaction
contemplated by this Agreement shall be consummated pursuant to the terms hereof.
10. Restrictions on Use. City pledges that City shall use, and shall permit the
Property to be developed, solely for low- and moderate - income housing purposes consistent with
the Redevelopment Plan, the Implementation Plan adopted in connection therewith, and the
City's General Plan as presently exists or may be amended.
The requirements of this Section 10 shall be included in the Grant Deeds conveying the
Property to City, shall constitute covenants running with the land, shall be binding on successors,
and shall survive the Close of Escrow and the termination of this Agreement.
11. Obligation to Refrain from Discrimination. City shall not restrict the rental, sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion
1596258.1 4
thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital
status, ancestry, or national origin of any person. City covenants for itself and all persons
claiming under or through it, and this Agreement is made and accepted upon and subject to the
condition that there shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part
thereof, nor shall City or any person claiming under or through City establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the
Property or part thereof. City shall include such provision in all deeds, leases, contracts and
other instruments executed by City, and shall enforce the same diligently and in good faith.
All deeds, leases or contracts made or entered into by City, its successors or assigns, as to
any portion of the Property or the improvements located thereon shall contain the following
language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against
or segregation of a person or of a group of persons on account of any basis listed
in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
property herein conveyed nor shall the grantee or any person claiming under or
through the grantee establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the
property herein conveyed. The foregoing covenant shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph
(1) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the Government Code. With respect to familial status, nothing
in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,
51.11 and 799.5 of the Civil Code, relating to housing for senior citizens.
Subdivision (d) of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall
apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through
1596258.1 5
the lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status,
national origin, ancestry or disability in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the property herein leased nor shall the lessee
or any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination of segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the property herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11
and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision
(d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o),
and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and
Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the property nor shall the transferee or any
person claiming under or through the transferee establish or permit any such
practice or practices of discrimination or segregation with reference to selection,
location, number, use or occupancy of tenants, lessee, subtenants, sublessees or
vendees of the land."
12. Defaults and Remedies.
12.1 Default. An event of default ( "Event of Default ") shall arise hereunder if either
Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this
Agreement, and the default continues for a period of thirty (30) days, or in the case of a default
which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to
commence to cure the default within thirty (30) days of such default and thereafter fails to
prosecute the curing of such default with due diligence and in good faith to completion within
not more than ninety (90) days.
12.2 Remedies. Upon the occurrence of an Event of Default, in addition to pursuing
any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non -
defaulting Party may bring an action for equitable relief seeking the specific performance of the
terms and conditions of this Agreement, and /or enjoining, abating, or preventing any violation of
such terms and conditions, and /or seeking to obtain any other remedy consistent with the purpose
1596258.1 6
of this Agreement, and may pursue any and all other remedies available under this Agreement or
under law or equity to enforce the terms of this Agreement.
12.3 Remedies Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or different
time, of any other rights or remedies for the same or any other default by the other Party.
12.4 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of any
such rights or remedies, nor deprive either Party of its rights to institute and maintain any action
or proceeding which it may deem necessary to protect, assert or enforce any such rights or
remedies in the same or any subsequent default.
13. Miscellaneous.
13.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall 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 shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall
be deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) 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;
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first -
class or certified mail or by overnight delivery, or (b) a transmission report is generated
reflecting the accurate transmission thereof. Any notice given by facsimile shall 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
To Agency:
To City:
Redevelopment Agency of the
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
1596258.1 7
Attention: City Manager
13.2 No Brokers. Each Party hereby represents and warrants to the other Party that it
has retained no broker or other party to whom a commission or finder's fee is due with respect to
the transactions contemplated hereby. Each Party shall defend, indemnify and hold the other
Party harmless from and against all claims, expenses, costs, or arising in connection with a
breach of this warranty and representation. The terms of this Section shall survive the expiration
or earlier termination of this Agreement.
13.3 Attorneys' Fees. If either Party fails to perform any of its obligations under this
Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation
of any provision hereof, then the prevailing party in any proceeding in connection with such
dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or
establishing its rights hereunder, including, without limitation, court costs and reasonable
attorneys' fees and disbursements.
13.4 Entire Agreement. This Agreement, together with Exhibits A and B, constitutes
the entire agreement of the Parties with respect to the subject matter hereof and supersedes all
prior negotiations and agreements with respect thereto.
13.5 Provisions Not Merged With Deeds. None of the provisions, terms,
representations, warranties and covenants of this Agreement are intended to or shall be merged
by the Grant Deeds, and neither the Grant Deeds nor any other document shall affect or impair
the provisions, terms, representations, warranties and covenants contained herein. Without
limiting the generality of the foregoing: (i) Agency's representations, warranties and covenants
contained herein shall survive the Close of Escrow, (ii) all provisions of this Agreement that
expressly state that they shall survive the Close of Escrow and the termination of this Agreement,
shall do so, and (iii) Agency and City intend that City's obligations pursuant to Sections 6, 10
and 11 will survive the termination of this Agreement, the Close of Escrow and the transfer of
the Property to City.
13.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
13.7 Interpretation; Captions. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
13.8 Exhibits. Exhibits A and B attached hereto is incorporated herein by this
reference and made a part of this Agreement.
1596258.1 8
13.9 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by
the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or
by any third person, to be for the benefit of any third party, nor shall any third party have any
right to enforce any provision of this Agreement or be entitled to damages for any breach by City
or Agency of any of the provisions of this Agreement.
13.10 Amendments. This Agreement may be modified or amended only by an
instrument in writing executed by both City and Agency.
13.11 Assignments. This Agreement and the rights conferred hereunder may not be
assigned by operation of law or otherwise absent the express written consent of the Parties.
13.12 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which taken together shall constitute one agreement.
13.13 Further Assurances. Agency and City each agree to undertake such other actions
as may reasonably be necessary to carry out the intent of this Agreement, including without
limitation, the execution and /or recordation of any additional documents which may be required
to effectuate the transactions contemplated hereby.
13.14 Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
13.15 Non - Liability of Officials, Employees and Agents. No member, official,
employee or agent of City or Agency shall be personally liable in the event of any default or
breach hereunder by either Party.
SIGNATURES ON FOLLOWING PAGE
1596258.1 9
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
AGENCY
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body corporate and politic
By:
ATTEST:
By
Agency Secretary
APPROVED AS TO FORM:
By
Agency Counsel
CITY
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596258.1 10
APN #
Address
Descri 1 tion
012 - 312 -070
323 Miller
Vacant
012 -311 -230
310 Miller, 310 A
Miller and 311
Tamarack Lane
3 residential units
013 - 232 -170
380 Alta Vista
Single family
012 -145 -430
714 -718 Linden
Ave.
3 residential units
012 - 333 -050
339 -341
Commercial
Two duplexes (4 units)
012- 311 -250
314 Miller
Single family
Exhibit B
PROPERTY
1596258.1 11
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency
of the City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
APNs:
Exhibit B
FORM OF GRANT DEED
(AFFORDABLE HOUSING PROPERTIES)
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic (the
"Grantor ") acting to carry out the Redevelopment Plan for the Downtown/Central Redevelopment
Project and the El Camino Corridor Redevelopment Project (the "Redevelopment Plan") for
redevelopment purposes pursuant to the Community Redevelopment Law of the State of California,
hereby grants and conveys to the City of South San Francisco, a municipal corporation (the
"Grantee "), the real property (the "Property ") located in the City of South San Francisco at
, designated as San Mateo County Assessors Parcel Nos. and more
particularly described in Exhibit A attached hereto and incorporated in this grant deed ( "Grant
Deed ") by this reference.
1. Disposition and Development Agreement. The Property is conveyed subject to the
Redevelopment Plan and that certain unrecorded Disposition and Development Agreement entered
into by and between the Grantor and the Grantee dated as of March , 2011 (the "Agreement ").
2. Use Restrictions. The Grantee hereby covenants and agrees, for itself and its successors and
assigns, that the Property shall be used and developed solely for low- and moderate - income housing
purposes consistent with the requirements of the Redevelopment Plan, the Implementation Plan
adopted in connection therewith, and the City of South San Francisco General Plan as presently
exists or may be amended.
3. Nondiscrimination. Grantee shall not restrict the rental, sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color,
religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any
person. Grantee covenants for itself and all persons claiming under or through it, and this Grant
1596258.1 12
Deed is made and accepted upon and subject to the condition that there shall be no discrimination
against or segregation of any person or group of persons on account of any basis listed in subdivision
(a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2
of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the Property or part thereof, nor shall Grantee or any person claiming under or through Grantee
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in, of, or for the Property or part thereof.
All deeds, leases or contracts made or entered into by Grantee, its successors or assigns, as to
any portion of the Property or the Improvements shall contain the following language:
1596258.1
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against or
segregation of a person or of a group of persons on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision
(p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the property herein
conveyed nor shall the grantee or any person claiming under or through the grantee
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the property herein conveyed. The foregoing
covenant shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1)
shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in
paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and
799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of
Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of
Section 12955 of the Government Code shall apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through the
lessee, that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status, national
origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the property herein leased nor shall the lessee or any person
claiming under or through the lessee establish or permit any such practice or practices
13
of discrimination of segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property
herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall
not be construed to apply to housing for older persons, as defined in Section 12955.9
of the Government Code. With respect to familial status, nothing in paragraph (1)
shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the
Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and
Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of
the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision
(m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the property nor shall the transferee or any person claiming under or
through the transferee establish or permit any such practice or practices of
discrimination or segregation with reference to selection, location, number, use or
occupancy of tenants, lessee, subtenants, sublessees or vendees of the land."
4. Term of Restrictions. The covenants contained in Section 2 regarding use of the Property
shall remain in effect until the date which is the expiration date of the Redevelopment Plan as in
effect on the date of this Grant Deed. The covenants against discrimination contained in Section 3
shall remain in effect in perpetuity.
5. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions,
provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way
impair the lien or charge of any mortgage, deed of trust or other financing or security instrument
permitted by the Agreement; provided, however, that any successor of Grantee to the Property shall
be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether
such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or
otherwise.
6. Binding On Successors. The covenants contained in Sections 2 and 3 of this Grant Deed,
without regard to technical or legal classification or designation specified in this Grant Deed or
otherwise, shall to the fullest extent permitted by law and equity, be binding upon Grantee and any
successor in interest to the Property or any part thereof, for the benefit of Grantor, and its successors
and assigns, and such covenants shall run in favor of and be enforceable by the Grantor and its
successors and assigns for the entire period during which such covenants shall be in force and effect,
without regard to whether the Grantor is or remains an owner of any land or interest therein to which
such covenants relate. In the event of any breach of any of such covenants, the Grantor and its
1596258.1 14
successors and assigns shall have the right to exercise all rights and remedies available under law or
in equity to enforce the curing of such breach.
7. Enforcement. The Grantor shall have the right to institute such actions or proceedings as it
may deem desirable to enforce the provisions set forth herein. Any delay by the Grantor in
instituting or prosecuting any such actions or proceedings or otherwise asserting its rights hereunder
shall not operate as a waiver of or limitation on such rights, nor operate to deprive Grantor of such
rights, nor shall any waiver made by the Grantor with respect to any specific default by the Grantee,
its successors and assigns, be considered or treated as a waiver of Grantor's rights with respect to any
other default by the Grantee, its successors and assigns, or with respect to the particular default
except to the extent specifically waived.
8. Amendment. Only the Grantor, its successors and assigns, and the Grantee and the
successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall
have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants
contained in this Grant Deed. For purposes of this Section, successors and assigns of the Grantee
shall be defined to include only those parties who hold all or any part of the Property in fee title, and
not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed
of trust, or any other person or entity having an interest less than a fee in the Property and
Improvements.
9. Conflict. In the event there is a conflict between the provisions of this Grant Deed and the
Agreement, it is the intent of the parties that the Agreement shall control.
10. Counterparts. This Grant Deed may be executed in counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGES.
1596258.1 15
GRANTOR:
IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this
day of , 2011.
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
ATTEST:
By:
GRANTEE:
Executive Director
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596258A 16
SIGNATURES MUST BE NOTARIZED.
FORM - DO NOT SIGN
STATE OF CALIFORNIA )
COUNTY OF SAN MATEO )
On , 20 , before me, , (here insert name and title
of the officer), personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his /her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
STATE OF CALIFORNIA )
COUNTY OF SAN MATEO )
On , 20 , before me, , (here insert name and title
of the officer), personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
1596258.1 17
Exhibit A to Grant Deed
PROPERTY
(Attach legal description.)
1596258.1 18
This is to certify that the interest in real property conveyed by the Grant Deed dated
, 2011, from the Redevelopment Agency of the City of South San Francisco, a
public body corporate and politic, to the City of South San Francisco, a municipal corporation
( "City "), is hereby accepted on behalf of the City by its City Manager pursuant to authority
conferred by Resolution No. , adopted by the City Council of the City of South San
Francisco on , 2011, and that the City consents to recordation of the Grant
Deed by its duly authorized officer.
Dated , 2011
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
CERTIFICATE OF ACCEPTANCE
1596258.1 19
SIGNATURES MUST BE NOTARIZED.
ASSIGNMENT OF LEASES
(AFFORDABLE HOUSING PROPERTIES)
THIS ASSIGNMENT OF LEASES ( "Assignment "), is made as of the day of
March, 2011( "Effective Date ") by and between the Redevelopment Agency of the City of South
San Francisco, a public body, corporate and politic. ( "Assignor ") and the City of South San
Francisco, a municipal corporation ( "Assignee ").
RECITALS
WHEREAS, by Disposition and Development Agreement ( "DDA ") dated as of March
, 2011, by and between Assignor and Assignee, Assignor agreed to transfer to Assignee that
certain real property located at 310 Miller Avenue, 310 A Miller Avenue, 311 Tamarack Lane,
380 Alta Vista, 714 -718 Linden Avenue, 339 -341 Commercial Avenue, and 314 Miller Avenue
( "Property ") as more particularly described in the DDA; and
WHEREAS, Assignor desires to assign to Assignee certain leases and rental agreements
concerning the Property and Assignee desires to assume the obligations of Assignor under such
leases and rental agreements arising from and after the date of such assignment.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Assignment. Assignor hereby assigns, sets over and transfers to Assignee all of its right,
title and interest in, to and under the leases and rental agreements (collectively, "Leases ") with
the tenants of the Property identified on Exhibit A attached hereto and incorporated herein by
this reference, together with all prepaid rent and all security or other deposits paid by the tenants
under the Leases. All such prepaid rent and security or other deposits shall be payable to
Assignee at close of escrow for the transfer of the Property to Assignee.
2. Assumption of Lease Obligations. Assignee assumes and agrees to perform all
obligations of the landlord under the Leases, arising as of the date hereof.
3. Deposits. Assignee assumes all liability and obligations of the landlord under the Leases
to return any security deposits or other deposits of a similar nature made by tenants in connection
with or pursuant to the Leases, unless Assignee delivers the deposits to a future landlord under
the Leases and gives any notice required by law and such delivery and notice releases all prior
landlords for any obligation to deliver the deposits to the tenants.
4. Miscellaneous. This Assignment and the obligations of the parties hereunder shall
survive the closing of the transaction referred to in the DDA and shall not be merged therein,
shall be binding upon and inure to the benefit of the parties hereto, their respective legal
representatives, successors and assigns, shall be governed by and construed in accordance with
the laws of the State of California, and may not be modified or amended in any manner other
than by a written agreement signed by the party to be charged therewith.
1596596.1
5. Severability. If any term or provision of this Assignment or the application thereof to any
persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Assignment or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Assignment shall be valid and enforced to the fullest extent permitted by
law.
6. Counterparts. This Assignment may be executed in counterparts, each of which shall be
an original and all of which counterparts taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date
first set forth hereinabove.
ASSIGNOR
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
ATTEST:
By
Agency Secretary
APPROVED AS TO FORM:
By
Agency Counsel
ASSIGNEE
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
ATTEST:
1596596.1 2
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
1596596.1 3
Exhibit A
LEASES
1. Residential Lease Agreement dated as of October 1, 2005 and executed by and between
City of South San Francisco as Landlord and Carmen Saldivar & Marco Baumann as Tenant,
concerning the property located at 310 Miller Avenue, South San Francisco, California.
2. Residential Lease Agreement dated as of January 14, 2008 and executed by and between
City of South San Francisco as Landlord and Anne Greenblatt as Tenant, concerning the
property located at 311 Tamarack Lane, South San Francisco, California.
3. Residential Lease Agreement dated as of July 1, 2007 and executed by and between City
of South San Francisco as Landlord and Laura Gigi & Joseph Anderson as Tenant, concerning
the property located at 380 Alta Vista, South San Francisco, California.
4. Residential Lease Agreement dated as of January 26, 2010 and executed by and between
City of South San Francisco as Landlord and Ramon Serrano as Tenant, concerning the property
located at 339 A Commercial Avenue, South San Francisco, California.
5. Residential Lease Agreement dated as of October 21, 2010 and executed by and between
City of South San Francisco as Landlord and Angela Cortez as Tenant, concerning the property
located at 341 A Commercial Avenue, South San Francisco, California.
6. Residential Lease Agreement dated as of January 28, 2005 and executed by and between
City of South San Francisco as Landlord and Salvador and Guillermina Ordaz as Tenant,
concerning the property located at 341 B Commercial Avenue, South San Francisco, California.
7. Residential Lease Agreement dated as of January 5, 2010 and executed by and between
City of South San Francisco as Landlord and Jose Luis & Ilsa Guevara as Tenant, concerning the
property located at 314 Miller Avenue, South San Francisco, California.
8. Residential Lease Agreement dated as of January 26, 2010 and executed by and between
City of South San Francisco as Landlord and Zoila Orellana as Tenant, concerning the property
located at 714 Linden Avenue, South San Francisco, California.
9. Residential Lease Agreement dated as of January 26, 2010 and executed by and between
City of South San Francisco as Landlord and Jose Fernando Aguiniga & Silvina Benavides as
Tenant, concerning the property located at 716 Linden Avenue, South San Francisco, California.
10. Residential Lease Agreement dated as of January 26, 2010 and executed by and between
City of South San Francisco as Landlord and Dolores & Abelardo Garcia as Tenant, concerning
the property located at 718 Linden Avenue, South San Francisco, California.
1596596.1 4
Staff Report
DATE: March 2, 2011
TO: Honorable Mayor and City Council and Redevelopment Agency Board
FROM: Marty Van Duyn, Assistant City Manager
SUBJECT: Resolutions of the City Council of the City of South San Francisco and the
Redevelopment Agency of the City of South San Francisco authorizing (1) the
expenditure of tax increment funds for specified public improvements
associated with the Oak Avenue Extension Roadway Project, the Miller Avenue
Parking Garage, and the Oyster Point Specific Plan; (2) adopting findings
required by Health and Safety Code Section 33445; and (3) authorizing
execution of a Public Improvement Agreement between the City of South San
Francisco and the Redevelopment Agency of South San Francisco.
RECOMMENDATION
It is recommended that 1) the Agency and City Council adopt Resolutions making findings
and authorizing Public Improvement Agreements between the City Council of the City of
South San Francisco and the Redevelopment Agency of the City of South San Francisco
authorizing Redevelopment Agency which provide funding for specified public
improvements associated with the Oak Avenue Extension Roadway Project, the Miller
Avenue Downtown Parking Garage, and the Oyster Point Specific Plan; and 2) adopting
findings required by Health and Safety Code Section 33445..
BACKGROUND/DISCUSSION
The Redevelopment Agency's Implementation Plan has identified several infrastructure
improvements that are critical to alleviate blighting conditions and attain the Redevelopment
Program goals and objectives for the Project Areas. The Agency has been undertaking an
expanded set of projects and activities, over the past ten years, to implement the existing
Redevelopment Program, including proposed development projects at Oyster Point, the Oak
Avenue Roadway Extension, and the Historic Downtown Central Project Area including the
Miller Avenue Garage. The projects meaningfully invest in the long -term physical and economic
future of the Project Areas at a time when the economic environment is severely inhibiting capital
investment from both the private and public sector. The projects have responded to emergent
opportunities for revitalization throughout the life of the project areas; including neighborhood
development, increased connectivity and accessibility, enhanced transportation and circulation
and coordinated shoreline development with increased recreational, open space, office and retail
components for the region at large.
Staff Report
Subject: Public Improvement Cooperation Agreement
Page 2
The projects have been previously approved for inclusion in the City's Capital Improvement Program
and are consistent with the Agency's Implementation Plan, benefit all the Project Areas and assist in the
elimination of blight and in meeting affordable housing obligations. All of the projects fall into the
following general categories of the Implementation Plan with specific objectives of:
• Infrastructure Improvements
Eliminate blighted conditions, toxic sites and substandard vehicular circulation to facilitate new
development, create new pedestrian plazas and linkages from the new Caltrain Station and
Parking Garage to the Historic Downtown District,
• Business Attraction or Retention
Encourage and facilitate private investment to create new mixed use development and
provide business expansion opportunities for local property owners.
• Construction and Rehabilitation
Facilitate enhancement and preservation of historic architecture, redevelopment of
underutilized, deficient and vacant properties, rehabilitation to preserve existing residential
units and improve commercial structures and public facilities.
• Redevelopment of Vacant and Underutilized Land
Eliminate non - conforming uses, remediation of toxic sites, and provide support for new infill and
mixed use development opportunities.
• Housing Activities
Facilitate the development of new housing projects for all sectors of the community.
Section 33445 of the CRL provides that a redevelopment agency may, with the consent of the legislative
body, pay for all or a portion of the cost of the land and cost of construction of any building, facility,
structure, or other improvements that are publicly owned and located within or contiguous to the
redevelopment project area if the legislative body determines all of the following:
a. The buildings, facilities, structures, or other improvements are of benefit to the project;
b. No other reasonable means of financing the acquisition of the land and installation or construction of
the buildings, facilities, structures, or other improvements is available to the community; and
c. The payment of funds for the acquisition of land and the cost of buildings, facilities, structures, or
other improvements is consistent with the Five Year Implementation Plan adopted by the Agency
pursuant to Section 33490.
The proposed development projects at Oyster Point, the Historic Downtown Central Project Area
including the Miller Avenue Parking Garage, and the Oak Avenue Roadway Improvements all
benefit the El Camino Corridor and Downtown Central Project Areas, by eliminating blighting
conditions, enhancing transportation and circulation patterns, and creating pedestrian friendly
neighborhoods. There is no other means of financing the proposed infrastructure improvements
given the lack of private or public funds in the current economy. The payment of funds for the
proposed collective capital improvement projects is consistent with the Agency's Redevelopment
Plans, the recently adopted Five Year Implementation Plan, the General Plan and the proposed
specific plans for the Chesnut El Camino Real and Oyster Point areas.
The projects identified in this report have benefited from significant Agency investment during
the last decade, including but not limited to the following: architectural and engineering work
Staff Report
Subject: Public Improvement Cooperation Agreement
Page 3
completed for the infrastructure improvements for the Oak Avenue Extension; design and
construction financing for the new Miller Avenue Downtown Parking Garage; and
predevelopment financial and development conceptualization for the Oyster Point Marina's
proposed improvements. Agency investments could be jeopardized by recent State budget
shortfalls and the Governor's proposal to terminate Redevelopment Programs. The action before
the City Council and Redevelopment Agency Board is to adopt Public Improvement Agreements
whereby the Agency provides funds to support specified public infrastructure improvement
projects so that critical, ongoing redevelopment projects are not disrupted by future state actions.
The Miller Avenue Parking Garage
The Agency has existing contracts with Watry Design, Inc., C. Overaa & Co., and Rudolph &
Sletten for architectural /engineering services, construction and construction management
services, respectively. During the course of construction, several change orders have been issued,
such as work for the Grand Avenue Breezeway and Fourth Lane Improvements. All additional
work will require architectural and engineering services. RDA has existing contracts with Watry
Design, Inc., C. Overaa & Co., and Rudolph & Sletten. Other identified additional work would be
modifications for the Police Department Substation, the Parking District Workshop /Storage
Room and the Information Technology Data/Security Room and equipment. Since the Police
Department Substation was slated to occupy a portion of the ground floor, there are special
Department of Justice requirements needed to make the substatiion a secured room with
specialized I.T. needs. The Parking District Workshop /Storage Room required additional
electrical work for its special equipment. These changes required modifications to the HVAC
system as well. This additional work will be covered by future change orders.
In addition to the construction of the parking structure, Fourth Lane is being improved providing
ADA and pedestrian access to and from the parking structure through the new Grand Avenue
Breezeway. This additional work is being added to the original contract and handled under a
change order. The RDA currently has contracts with Watry Design, Inc. for architecture and
engineering, C. Overaa and Co. for construction services and Rudolph & Sletten for construction
management services. The identified additional work would require budget amendments for each
company.
Watry Design, Inc.'s original contract was in the amount of $1,179,000, with several existing
amendments for work already performed in the amount of $330,062 for a current contract amount
of $1,509,062. Staff recommends amending their current contract by adding $75,000 for
additional services bringing the contract total to $1,584,062.
Rudolph and Sletten's original contract amount was in the amount of $280,000 for construction
management services. Originally, Rudolph and Sletten contract was up to August 2010;
however, due to construction delays, the contract was extended. The additional work will require
construction management services and extend the contract to July 2011. Staff recommends
amending their current contract by adding an additional $120,000 bringing the contract total to
$400,000.
The remaining funds would be available for construction work including change orders.
Staff Report
Subject: Public Improvement Cooperation Agreement
Page 4
The total amount of the change orders and consultant contract amendments for the Miller Avenue
Downtown Parking Garage will be $2,487,000.
Oak Avenue Extension Roadway Project
The planned Oak Avenue Extension Roadway project is an important public infrastructure project
for the El Camino Project Area. Oak Avenue will be extended from Mission Road to El Camino
Real with the goals of alleviating traffic congestion along Chestnut Street, making both
pedestrian and vehicular traffic smother and safer, and improving traffic circulation while
reducing traffic hazards and accidents. As outlined in the Agency's Five -Year Implementation
Plan, the Oak Avenue Extension Roadway project is estimated to cost $12,546,416 million. This
funding would both design and construct the following improvements:
✓ Two new bridges: over Colma Creek and over the BART right -of -way
✓ Sewer upgrades
✓ New traffic signal at Mission Road & Oak Avenue
✓ Storm drainage system
✓ New sidewalks, curbs and gutters
✓ New road pavement
✓ Acquire needed right -of -way to straighten roadway for safe travel
The Oak Avenue project is consistent with the goals for "Infrastructure Improvements" as
detailed in the Five -Year Implementation Plan adopted by the Agency pursuant to Section 33490.
These goals include the elimination of blighted conditions and substandard vehicular circulation,
as well as benefitting the Project Area as a whole. Like almost all improvements to public
infrastructure, there is no other source of design and construction funding aside from public
funds. As required by Section 33445, redevelopment funding may be used where no other
reasonable means exists to fund the improvements.
Oyster Point Specific Plan
The 48 -acre Oyster Point Marina Property, as distinguished from the adjacent Oyster Point Business
Park and the actual Oyster Point Marina, served as a municipal landfill for the City of South San
Francisco from 1956 until it stopped accepting waste in 1970. The Marina Property, which is owned by
the City of South San Francisco and managed through a Joint Powers Agreement with the San Mateo
County Harbor District, is currently developed with a variety of uses including a dry boat storage area, a
marine support services building, two small office buildings, a 30 -room inn and banquet hall, a bait and
tackle shop, a boat and motor mart and a yacht club. Prior to any substantial redevelopment or re -use of
the Marina Property, infrastructure improvements are required to repair the landfill's clay cap cover,
repair and replace streets and utilities damaged by refuse settlement, and improve access to public
recreation areas. In addition, the City and Agency desire to make improvements to the public amenities
at Oyster Point Marina Property to improve the function and attractiveness of the area and to facilitate
future investment in the area. The specific public improvements to be funded include:
1. Approximately $1,798,517.40 for street realignment and utility improvements to Oyster
Point Boulevard east of Gull Road, and portions of Marina Boulevard, including without limitation,
rough grading
Staff Report
Subject: Public Improvement Cooperation Agreement
Page 5
and soil stabilization, compaction, road base, asphalt paving and striping, curbs, storm sewer, sanitary
sewer, water lines and vaults, gas lines, and joint utility trench;
2. Approximately $5,116,158 for street realignment and utility improvements to remainder of
Marina Boulevard
3. Approximately $498,065 to repair the clay cap covering the landfill on the central portion of the
Marina Property.;
4. Approximately $3,858,661 to reconfigure and reconstruct parking areas on the Marina Property;
5. Approximately $1,954,459 for the grading and construction of flexible -use recreation fields on
the Marina Property;
6. Approximately $777,696 for demolition of the existing hotel and grading of the site for potential
development of future, upgraded hotel facilities;
7. Approximately, $4,108,917 for construction and landscaping a Crescent Park and beach area at
the intersection of Oyster Point and Marina Boulevards;
8. Approximately $391,786 will be used towards construction of a "palm promenade" consisting of
pedestrian path between a double line of palm trees, adjacent to the Crescent Park and extending along
Marina Boulevard.
The total costs of these improvements equals $18,112,474. There are no other private or public funds
available to funds these improvements.
FUNDING
Funding for project activities identified in this report is allocated in the City's Capital
Improvement Program. This action approves the budget amendments required to finalize project
budgets, amend the design, construction and construction management budgets for additional
work required and completion of construction currently underway. The Finance Department has
identified an amount of $42,033,476 that is, at this time, unencumbered in redevelopment tax
increment funds, not counting the housing trust fund. Of that amount, the current proposed
actions allocate a total amount of $33,145,886 in project costs needed to complete projects
currently underway.
CONCLUSION
It is recommended that 1) the Agency adopt the resolutions making findings and approving the
Public Improvement Agreements between the City Council of the City of South San Francisco
and the Redevelopment Agency of the City of South San Francisco authorizing Redevelopment
Agency funding for specified public improvements associated with the Oak Avenue Extension
Roadway Project, the Miller Avenue Downtown Parking Garage, and the Oyster Point Specific
Plan; and 2) adopting findings required by Health and Safety Code Section 33445.
By:
Marty Van Duyn
Assistant City Mana
Approv
M. Nagel
ZriliryManager
1603682.1
Staff Report
Subject: Public Improvement Cooperation Agreement
Page 6
Attachment: Resolution
Cooperation Agreement
OAK AVENUE
PROJECT
RESOLUTION NO
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE EXPENDITURE OF
TAX INCREMENT FUNDS FOR SPECIFIED PUBLIC
IMPROVEMENTS, ADOPTING FINDINGS REQUIRED BY
HEALTH AND SAFETY CODE SECTION 33445, AND
AUTHORIZING THE EXECUTION OF A PUBLIC
IMPROVEMENT AGREEMENT WITH THE
CITY OF SOUTH SAN FRANCISCO
WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ")
is a redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( "CRL ");
WHEREAS, the City Council ( "City Council ") of the City of South San Francisco ( "City ")
has adopted and amended, from time to time, the Redevelopment Plan (the "Redevelopment Plan")
for the El Camino project area (the "Project Area "); and
WHEREAS, in keeping with the goals of the Agency to eliminate blight in the Project Area
in accordance with the Redevelopment Plan and Agency's current Implementation Plan
( "Implementation Plan "), the City and Agency have been working cooperatively regarding the
development of certain public improvements in the Project Area; and
WHEREAS, the City and Agency have determined that it would be mutually beneficial to
enter into a Public Improvement Agreement (the "Agreement ") a copy of which is on file with
the City Clerk and Agency Secretary, pursuant to which the Agency would agree to pay for
certain public improvements to be undertaken by the City in the furtherance of the
redevelopment of the Project Area;
WHEREAS, pursuant to Section 33445 of the CRL, the Agency may, with the consent of
the City, pay for all or a portion of the cost of the land for, and the cost of construction of, any
building, facility, structure, or other improvements that are publicly owned and located within
the Project Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
1599004.1 1
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
WHEREAS, pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment; and,
WHEREAS, a "project" requiring CEQA review, is an activity that has the potential for
resulting in either a direct or reasonably foreseeable indirect physical change in the environment,
and expressly does not include government funding mechanisms or other government fiscal
activities which do not involve any commitment to any specific project (CEQA Guidelines,
§ 15378(b)(4)); and,
WHEREAS, nevertheless, as is further set forth below, the potential environmental
impacts of the projects identified in Exhibit A to the Agreement were evaluated in the
Environmental Impact Report for the General Plan Update and the Environmental Impact Report
for the El Camino Real / Chestnut Area Plan (collectively, "EIRs ") under CEQA, and the City
has determined based on substantial evidence that (i) there are no substantial changes proposed
in the projects which will require major revisions of those EIRs, (ii) no substantial changes have
occurred with respect to the circumstances under which the projects are being undertaken which
will require major revisions in those EIRs, and (iii) no new information, which was not known
and could not have been known at the time the General Plan Update EIR was certified as
complete, or since public notice of availability for the El Camino Real / Chestnut Area Plan EIR
was issued, has become available, which new information would demonstrate that (a) a new
significant environmental impact would result from the projects or from a new mitigation
measure to be implemented; (b) a substantial increase in the severity of an environmental impact
would result unless mitigation measures are adopted that reduce the impact to a level of
insignificance; (c) a feasible project alternative or mitigation measure considerably different
from others previously analyzed would clearly lessen the environmental impacts of the project;
or (d) the draft EIR was so fundamentally and basically inadequate and conclusory in nature that
meaningful public review and comment were precluded. Therefore, no further CEQA evaluation
or recirculation of the EIR is required for approval of this Agreement pursuant to Public
Resources Code section 21166 and CEQA Guidelines Sections 15088.5 and 15162;
WHEREAS, the Environmental Impact Report for the El Camino Corridor Project Area,
and the Environmental Impact Report for the General Plan Update, and the Environmental
Impact Report for the El Camino Real / Chestnut Area Plan , are each expressly relied upon in
accordance with CEQA Guidelines Section 15152 for this action's compliance with CEQA, and
1599004.1 2
each EIR may be reviewed during normal business hours at the City of South San Francisco,
Planning Division, 315 Maple Avenue, South San Francisco, CA 94080; and
WHEREAS, the Staff Report accompanying this Resolution, the Redevelopment Plan,
and the Implementation Plan provide additional information upon which the findings and actions
set forth in this Resolution are based;
WHEREAS, the expenditure of tax increment funds for the projects identified in the
Agreement will be of benefit to the Project Area by facilitating the elimination of blight and the
development of affordable housing;
WHEREAS, the expenditure of tax increment funds for the improvements is consistent
with the Implementation Plan adopted by the Agency pursuant to Health and Safety Code
Section 33490, in that they will further the goals and objectives of the Redevelopment Plan,
improve the appearance of the Project Area, eliminate blight, improve access to Project Area
businesses, support economic development, and support the development of affordable housing;
and
WHEREAS, the activities and improvements proposed to be funded pursuant to the
Agreement will not generate cash flow to the City or Agency, and therefore cannot support debt
service; the City has no unrestricted general fund revenue available for such purposes without a
reduction in vital community services; and the City does not have and cannot reasonably obtain
revenue available for such purposes, and therefore no other reasonable means of financing the
Project exists.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the
City of South San Francisco that it hereby:
1. Finds based upon the foregoing recitals and the evidence set forth in the Staff Report,
accompanying this Resolution that: (i) the expenditure of tax increment funds for the public
improvements identified in the Agreement will be of benefit to the Project Area by helping to
eliminate blighting conditions and facilitating the development of low and moderate - income
housing, (ii) no other reasonable means of financing such projects and programs is reasonably
available, and (iii) completion of such projects is provided for and consistent with the
Redevelopment Plan and the Implementation Plan adopted in connection therewith.
2. Finds that pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment. A "project" requiring CEQA review,
is an activity that has the potential for resulting in either a direct or reasonably foreseeable
indirect physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, the environmental impacts of
the following projects were examined in the EIRs referenced below, that there are no substantial
1599004.1 3
changes proposed in the projects which will require major revisions of those EIRs; that no
substantial changes have occurred with respect to the circumstances under which the projects are
being undertaken which will require major revisions in those EIRs; and that no new information,
which was not known and could not have been known at the time the EIRs were certified as
complete, has become available, and, therefore no subsequent or supplemental EIR is required
pursuant to Public Resources Code section 21166 and CEQA Guidelines Section 15162:
A. The environmental impacts of the projects described on Exhibit A were examined
in the Environmental Impact Report for the City of South San Francisco General Plan Update,
State Clearing Housing Number , certified by the City Council on 20
through Resolution No. ; and in the El Camino Real / Chestnut Area Plan EIR, State
Clearinghouse Number 2010072015.
3. Approves the Agency's expenditure of tax increment funds in the amounts and for the
purposes specified in the Agreement.
4. Approves the actions to be undertaken and the work to be performed by the City as
specified in the Agreement.
5. Authorizes the Agency Executive Director to execute the Agreement on behalf of the
Agency substantially in the form on file with the Agency Secretary and to undertake such actions
and to execute such additional instruments as may be necessary or desirable in order to carry out
the intent of this Resolution.
6. Authorizes the Agency Secretary or designee to file a Notice of Determination and a
Notice of Exemption for the approval of the Agreement with the County Clerk of San Mateo
County in conformance with the procedures provided for the filing of such notices in the
California Environmental Quality Act and the CEQA Guidelines.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the Redevelopment Agency of the City of South San Francisco at a meeting
held on the day of , 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
1599004.1 4
ATTEST:
Agency Secretary
1599004.1 5
RESOLUTION NO
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE EXPENDITURE OF
TAX INCREMENT FUNDS FOR SPECIFIED PUBLIC
IMPROVEMENTS AND REDEVELOPMENT ACTIVITIES,
ADOPTING FINDINGS REQUIRED BY HEALTH AND
SAFETY CODE SECTION 33445, AND AUTHORIZING THE
EXECUTION OF A PUBLIC IMPROVEMENT AGREEMENT
WITH THE REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO
WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ")
is a redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( "CRL ");
WHEREAS, the City Council ( "City Council ") of the City of South San Francisco ( "City ")
has adopted and amended, from time to time, the Redevelopment Plan (the "Redevelopment Plan")
for the El Camino project area (the "Project Area "); and
WHEREAS, in keeping with the goals of the Agency to eliminate blight in the Project Area
in accordance with the Redevelopment Plan and Agency's current Implementation Plan
( "Implementation Plan "), the City and Agency have been working cooperatively regarding the
development of certain public improvements in the Project Area; and
WHEREAS, the City and Agency have determined that it would be mutually beneficial to
enter into a Public Improvement Agreement (the "Agreement ") a copy of which is on file with
the City Clerk and Agency Secretary, pursuant to which the Agency would agree to pay for
certain public improvements to be undertaken by the City in the furtherance of the
redevelopment of the Project Area;
WHEREAS, pursuant to Section 33445 of the CRL, the Agency may, with the consent of
the City, pay for all or a portion of the cost of the land for, and the cost of construction of, any
building, facility, structure, or other improvements that are publicly owned and located within
the Project Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
1602952.1 1
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
WHEREAS, pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment; and,
WHEREAS, a "project" requiring CEQA review, is an activity that has the potential for
resulting in either a direct or reasonably foreseeable indirect physical change in the environment,
and expressly does not include government funding mechanisms or other government fiscal
activities which do not involve any commitment to any specific project (CEQA Guidelines,
§ 15378(b)(4)); and,
WHEREAS, nevertheless, as is further set forth below, the potential environmental
impacts of the projects identified in Exhibit A to the Agreement were evaluated in the
Environmental Impact Report for the General Plan Update and the Environmental Impact Report
for the El Camino Real / Chestnut Area Plan (collectively, "EIRs ") under CEQA, and the City
has determined based on substantial evidence that (i) there are no substantial changes proposed
in the projects which will require major revisions of those EIRs, (ii) no substantial changes have
occurred with respect to the circumstances under which the projects are being undertaken which
will require major revisions in those EIRs, and (iii) no new information, which was not known
and could not have been known at the time the General Plan Update EIR was certified as
complete, or since public notice of availability for the El Camino Real / Chestnut Area Plan EIR
was issued, has become available, which new information would demonstrate that (a) a new
significant environmental impact would result from the projects or from a new mitigation
measure to be implemented; (b) a substantial increase in the severity of an environmental impact
would result unless mitigation measures are adopted that reduce the impact to a level of
insignificance; (c) a feasible project alternative or mitigation measure considerably different
from others previously analyzed would clearly lessen the environmental impacts of the project;
or (d) the draft EIR was so fundamentally and basically inadequate and conclusory in nature that
meaningful public review and comment were precluded. Therefore, no further CEQA evaluation
or recirculation of the EIR is required for approval of this Agreement pursuant to Public
Resources Code section 21166 and CEQA Guidelines Sections 15088.5 and 15162;
WHEREAS, the Environmental Impact Report for the El Camino Corridor Project Area,
and the Environmental Impact Report for the General Plan Update, and the Environmental
Impact Report for the El Camino Real / Chestnut Area Plan , are each expressly relied upon in
accordance with CEQA Guidelines Section 15152 for this action's compliance with CEQA, and
1602952.1 2
each EIR may be reviewed during normal business hours at the City of South San Francisco,
Planning Division, 315 Maple Avenue, South San Francisco, CA 94080; and
WHEREAS, the Staff Report accompanying this Resolution, the Redevelopment Plan,
and the Implementation Plan provide additional information upon which the findings and actions
set forth in this Resolution are based;
WHEREAS, the expenditure of tax increment funds for the projects identified in the
Agreement will be of benefit to the Project Area by facilitating the elimination of blight and the
development of affordable housing;
WHEREAS, the improvements to be funded pursuant to the Agreement are provided for
in the Redevelopment Plan, and the expenditure of tax increment funds for such improvements
is consistent with the Implementation Plan adopted by the Agency pursuant to Health and Safety
Code Section 33490, in that they will further the goals and objectives of the Redevelopment
Plan, improve the appearance of the Project Area, eliminate blight, improve access to Project
Area businesses, support economic development, and support the development of affordable
housing; and
WHEREAS, the improvements to be funded pursuant to the Agreement will not generate
cash flow to the City or Agency, and therefore cannot support debt service; the City has no
unrestricted general fund revenue available for such purposes without a reduction in vital
community services; and the City does not have and cannot reasonably obtain revenue available
for such purposes, and therefore no other reasonable means of financing the Project exists.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
South San Francisco that it hereby:
1. Finds based upon the foregoing recitals and the evidence set forth in the Staff Report,
accompanying this Resolution that: (i) the expenditure of tax increment funds for the public
improvements identified in the Agreement will be of benefit to the Project Area by helping to
eliminate blighting conditions and facilitating the development of low and moderate- income
housing, (ii) no other reasonable means of financing such projects and programs is reasonably
available, and (iii) completion of such projects is consistent with the Redevelopment Plan and
the Implementation Plan adopted in connection therewith.
2. Finds that pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment. A "project" requiring CEQA review,
is an activity that has the potential for resulting in either a direct or reasonably foreseeable
indirect physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, the environmental impacts of
the following projects were examined in the EIRs referenced below, that there are no substantial
changes proposed in the projects which will require major revisions of those EIRs; that no
1602952.1 3
substantial changes have occurred with respect to the circumstances under which the projects are
being undertaken which will require major revisions in those EIRs; and that no new information,
which was not known and could not have been known at the time the EIRs were certified as
complete, has become available, and, therefore no subsequent or supplemental EIR is required
pursuant to Public Resources Code section 21166 and CEQA Guidelines Section 15162:
A. The environmental impacts of the projects described on Exhibit A were examined
in the Environmental Impact Report for the City of South San Francisco General Plan Update,
State Clearing Housing Number , certified by the City Council on 20_
through Resolution No. ; and in the El Camino Real / Chestnut Area Plan EIR, State
Clearinghouse Number 2010072015.
3. Approves the Agency's expenditure of tax increment funds in the amounts and for the
purposes specified in the Agreement.
4. Approves the actions to be undertaken and the work to be performed by the City as
specified in the Agreement.
5. Authorizes the City Manager to execute the Agreement on behalf of the City substantially
in the form on file with the City Clerk and to undertake such actions and to execute such
additional instruments as may be necessary or desirable in order to carry out the intent of this
Resolution.
6. Authorizes the City Clerk or designee to file a Notice of Determination and a Notice of
Exemption for the approval of the Agreement with the County Clerk of San Mateo County in
conformance with the procedures provided for the filing of such notices in the California
Environmental Quality Act and the CEQA Guidelines
*
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City
Council of the City of South San Francisco at a meeting held on the day of
, 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
1602952.1 4
City Clerk
PUBLIC IMPROVEMENT AGREEMENT
This Public Improvement Agreement (this "Agreement ") is entered into effective as of
February , 2011 ( "Effective Date ") by and between the Redevelopment Agency of the City
of South San Francisco, a public body corporate and politic ( "Agency ") and the City of South
San Francisco, a municipal corporation ( "City "). The Agency and the City are hereinafter
collectively referred to as the "Parties."
RECITALS
A. (1) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Shearwater Redevelopment Project (the "Shearwater
Project Area ") established by the Redevelopment Plan adopted for the Project Area pursuant to
Ordinance No. 996 -86, adopted on January 8, 1986 (as subsequently amended, hereafter the
"Shearwater Redevelopment Plan").
(2) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Downtown Central Redevelopment Project which
includes the added area (the "Downtown Central Project Area ") established by the
Redevelopment Plan adopted for the Project Area pursuant to Ordinance No. 1056 -89, adopted
on July 12, 1989 (as subsequently amended, hereafter the "Downtown Central Redevelopment
Plan ").
(3) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Gateway Redevelopment Project, (the "Gateway
Project Area ") established by the Redevelopment Plan adopted for the Project Area pursuant to
Ordinance No. 867 -81, adopted on June 17, 1981 (as subsequently amended, hereafter the
"Gateway Redevelopment Plan ").
(4) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the El Camino Redevelopment Project including the
added area (the "El Camino Project Area ") established by the Redevelopment Plan adopted for
the Project Area pursuant to Ordinance No. 1132 -93, adopted on June 9, 1993 (as subsequently
amended, hereafter the "El Camino Redevelopment Plan").
The Shearwater Project Area, the Downtown Central Project Area, the Gateway Project
Area and the El Camino Project Area are collectively referred to herein as the "Project Area ".
The Gateway Redevelopment Plan, the El Camino Redevelopment Plan, the Shearwater
Redevelopment Plan and the Downtown Central Redevelopment Plan are collectively referred to
herein as the "Redevelopment Plan ".
1601994.1601747.1 1
B. Pursuant to Section 33220 of the CRL, any public body is authorized to enter into an
agreement with the Agency for the purpose of aiding and cooperating in the planning,
undertaking, construction, or operation of redevelopment projects located within the jurisdiction
in which such public body is authorized to act, upon the terms and with or without consideration
as such public body determines.
C. Pursuant to Section 33126(b) of the CRL, the Agency may enter into a contract with any
other public agency pursuant to which such public agency furnishes necessary staff services
associated with or required by redevelopment.
D. Pursuant to CRL Section 33205, the Agency is authorized to delegate to the City any of
the powers or functions of the Agency with respect to the undertaking of a redevelopment
project, and the City is authorized to carry out and perform such powers and functions;
E. Pursuant to Section 33445 of the CRL, the Agency may, with the consent of the City, pay
for all or a portion of the cost of the land for, and the cost of construction of, any building,
facility, structure, or other improvements that are publicly owned and located the Project
Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
F. On the basis of the information and evidence presented to the City Council and the
governing board of the Redevelopment Agency and provided in the staff report and other
materials accompanying the resolutions approving this Agreement, the City Council and the
Redevelopment Agency have adopted the findings described in Recital E with respect to the
public improvements to be funded by the Agency pursuant to this Agreement.
G.
1601994.1601747.1 2
G. The Parties desire to enter into this Agreement to set forth the improvements that City
will undertake in furtherance of the redevelopment of the Project Area, and to provide that the
Agency will pay for the cost to undertake such work.
H. Pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the Agreement
itself is not a project subject to the California Environmental Quality Act ( "CEQA "), because the
Agreement is related to a government funding mechanism or other government fiscal activities
which do not involve a commitment to any specific project which may result in a potentially
significant physical impact on the environment. A "project" requiring CEQA review, is an
activity that has the potential for resulting in either a direct or reasonably foreseeable indirect
physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, as further described in the staff
report, resolution and related materials provided to the City Council and Agency governing board in
connection with the review and approval of this Agreement, the potential environmental impacts of
the projects identified in Exhibit A were evaluated in the Environmental Impact Report for the
General Plan Update, and the Environmental Impact Report for the El Camino Real / Chestnut
Avenue Area Plan (collectively, "EIRs ") under the California Environmental Quality Act
( "CEQA "). The General Plan Update EIR was certified by the City Council in 200; the El
Camino Real / Chestnut Avenue Area Plan EIR is currently available for pubic review. The City
and Agency (as applicable) have determined based on substantial evidence that (i) there are no
substantial changes proposed in the projects which will require major revisions of those EIRs,
(ii) no substantial changes have occurred with respect to the circumstances or environmental
setting under which the projects are being undertaken which will require major revisions in those
EIRs, and (iii) no new information, which was not known and could not have been known at the
time the General Plan Update EIR was certified as complete, or since public notice of availability
for the El Camino Real / Chestnut Area Plan EIR was issued, has become available, which new
information would demonstrate that (a) a new significant environmental impact would result
from the projects or from a new mitigation measure to be implemented; (b) a substantial increase
in the severity of an environmental impact would result unless mitigation measures are adopted
that reduce the impact to a level of insignificance; (c) a feasible project alternative or mitigation
measure considerably different from others previously analyzed would clearly lessen the
environmental impacts of the project; or (d) the draft EIR was so fundamentally and basically
inadequate and conclusory in nature that meaningful public review and comment were
precluded. Therefore, no further CEQA evaluation or recirculation of the EIR is required for
approval of this Agreement pursuant to Public Resources Code section 21166 and CEQA
Guidelines Sections 15088.5 and 15162.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises herein contained, the Parties hereby agree as follows,.
1. Term. The term of this Agreement shall commence on the Effective Date, and shall
continue in effect until the twentieth (20 anniversary of the Effective Date.
1601994.1601747.1 3
2. City to Construct Public Improvements. In support of the redevelopment of the Project
Area the City agrees to undertake or otherwise cause to be performed the construction and
installation of public improvements described in the attached ]Exhibit A.
3. Agency to Pay for Public Improvements. The Agency agrees to pay to the City the
amounts set forth in Exhibit A for the cost of construction of the public improvements therein
identified. Agency agrees to provide funds to City in the aggregate amount listed in Exhibit A
promptly following the Effective Date of this Agreement. City agrees to deposit all such funds
in a segregated "Public Improvement Account" reserved for the purposes identified in Exhibit A.
City agrees that it shall use all funds deposited into the Public Improvement Account solely for
the construction and installation of the public improvements described in Exhibit A. Any
balance remaining in the Public Improvement Account after completion of all improvements
identified in Exhibit A shall be returned to Agency.
4. Indebtedness. The obligation of the Agency to make payment to City pursuant to this
Agreement shall constitute an indebtedness of the Agency within the meaning of Article XVI,
Section 16 of the California Constitution and CRL Section 33670, and shall be payable from tax
increment paid to the Agency pursuant to Article XVI, Section 16 of the California Constitution
and CRL Section 33670 or from any other source legally available to the Agency for such
payment, and shall constitute an indebtedness of the Agency until paid in full. The Agency shall
include its obligations to the City under this Agreement as an indebtedness on the Agency's
statement of indebtedness filed with the County Auditor pursuant to CRL Section 33675.
5. Subordination. The obligation of the Agency to make payments to City pursuant to this
Agreement shall be subordinate to any obligation of the Agency to pay debt service on bonds
heretofore or hereafter issued by the Agency and to pay any other contractual indebtedness of the
Agency incurred prior to the date of this Agreement.
6. Proiect Approvals; Environmental Review. This Agreement is not intended to limit in any
manner the discretion of City or Agency, as applicable, in connection with the issuance of
approvals and entitlements for any of the projects identified herein, including, without limitation,
the undertaking and completion of any required environmental review pursuant to the California
Environmental Quality Act ( "CEQA ") and the National Environmental Policy Act ( "NEPA "), as
applicable, and the review and approval of plans and specifications relating to such projects. In
accordance with CEQA, prior to approval of any additional project for the Property, not already
sufficiently evaluated in the EIRs, City, acting as lead agency or co -lead agency, shall complete
any environmental review required under CEQA or NEPA.
Pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the Agreement
itself is not a project subject to the California Environmental Quality Act ( "CEQA "), because the
Agreement is related to a government funding mechanism or other government fiscal activities
which do not involve a commitment to any specific project which may result in a potentially
significant physical impact on the environment. A "project" requiring CEQA review, is an
activity that has the potential for resulting in either a direct or reasonably foreseeable indirect
physical change in the environment, and expressly does not include government funding
1601994.1601747.1 4
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Neverthelless, as further described in the staff
report, resolution and related materials provided to the City Council and Agency governing board in
connection with the review and approval of this Agreement, the potential environmental impacts of
the projects identified in Exhibit A were evaluated in the Environmental Impact Report for the
General Plan Update, and the Environmental Impact Report for the El Camino Real / Chestnut
Avenue Area Plan (collectively, "EIRs ") under the California Environmental Quality Act
( "CEQA "). The General Plan Update EIR was certified by the City Council in 200; the El
Camino Real / Chestnut Avenue Area Plan EIR is currently available for pubic review. The City
and Agency (as applicable) have determined based on substantial evidence that (i) there are no
substantial changes proposed in the projects which will require major revisions of those EIRs,
(ii) no substantial changes have occurred with respect to the circumstances or environmental
setting under which the projects are being undertaken which will require major revisions in those
EIRs, and (iii) no new information, which was not known and could not have been known at the
time the General Plan Update EIR was certified as complete, or since public notice of availability
for the El Camino Real / Chestnut Area Plan EIR was issued, has become available, which new
information would demonstrate that (a) a new significant environmental impact would result
from the projects or from a new mitigation measure to be implemented; (b) a substantial increase
in the severity of an environmental impact would result unless mitigation measures are adopted
that reduce the impact to a level of insignificance; (c) a feasible project alternative or mitigation
measure considerably different from others previously analyzed would clearly lessen the
environmental impacts of the project; or (d) the draft EIR was so fundamentally and basically
inadequate and conclusory in nature that meaningful public review and comment were
precluded. Therefore, no further CEQA evaluation or recirculation of the EIR is required for
approval of this Agreement pursuant to Public Resources Code section 21166 and CEQA
Guidelines Sections 15088.5 and 15162.
7. Defaults and Remedies.
7.1 Default. An event of default ( "Event of Default ") shall arise hereunder if either
Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this
Agreement, and the default continues for a period of thirty (30) days, or in the case of a default
which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to
commence to cure the default within thirty (30) days of such default and thereafter fails to
prosecute the curing of such default with due diligence and in good faith to completion within
not more than ninety (90) days.
7.2 Remedies. Upon the occurrence of an Event of Default, in addition to pursuing
any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non-
defaulting Party may bring an action for equitable relief seeking the specific performance of the
terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of
such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose
of this Agreement, and may pursue any and all other remedies available under this Agreement or
under law or equity to enforce the terms of this Agreement.
7.3 Remedies Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or
1601994.1601747.1 5
more of such rights or remedies shall not preclude the exercise by it, at the same or different
time, of any other rights or remedies for the same or any other default by the other Party.
7.4 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of any
such rights or remedies, nor deprive either Party of its rights to institute and maintain any action
or proceeding which it may deem necessary to protect, assert or enforce any such rights or
remedies in the same or any subsequent default.
8. Miscellaneous.
8.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall 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.
To Agency: Redevelopment Agency of the City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
To City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
8.2 Entire Agreement. This Agreement, together with Exhibit A constitutes the entire
agreement of the Parties with respect to the subject matter hereof and supersedes all prior
negotiations and agreements with respect thereto.
8.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
8.4 Interpretation: Captions. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
8.5 Incorporation of Recitals and Exhibits. >;,xhibit A attached hereto and the Recitals
set forth above are hereby incorporated into this Agreement as though fully set herein.
1601994.1601747.1 6
8.6 No Third Party Beneficiaries. Nothing contained in this Agreement is intended
by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties
or by any third person, to be for the benefit of any third party, nor shall any third party have any
right to enforce any provision of this Agreement or be entitled to damages for any breach by City
or Agency of any of the provisions of this Agreement.
8.7 Amendments. This Agreement may be modified or amended only by an
instrument in writing executed by both City and Agency.
8.8 Assignments. This Agreement and the rights conferred hereunder may not be
assigned by operation of law or otherwise absent the express written consent of the Parties.
8.9 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which taken together shall constitute one agreement.
8.10 Further Assurances. Agency and City each agree to undertake such other actions
as may reasonably be necessary to carry out the intent of this Agreement, including without
limitation, the execution and/or recordation of any additional documents which may be required
to effectuate the transactions contemplated hereby.
8.11 Severability. If any term, provision, covenant, or condition set forth in this
Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void,
or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force
and effect to the extent that the basic intent of the Parties as expressed herein can be
accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or
modify this Agreement in a manner such that the purpose of any invalidated or voided provision,
covenant, or condition can be accomplished to the maximum extent legally permissible.
8.12 Non - Liability of Officials, Employees and Agents. No member, official,
employee or agent of City or Agency shall be personally liable in the event of any default or
breach hereunder by either Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
1601994.1601747.1 7
Title:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attomey
AGENCY:
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
Title:
ATTEST:
By:
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
1601994.1601747.1 8
1601994.1601747.1 9
Exhibit A
PUBLIC IMPROVEMENTS
Agency to provide twelve million five hundred forty six thousand four hundred and sixteen dollars
($12,546,416) to fund the following public improvements:
Oak Avenue will be extended from Mission Road to El Camino Real with the goals of
alleviating traffic congestion along Chestnut Street, making both pedestrian and vehicular
traffic smother and safer, and improving traffic circulation while reducing traffic hazards
and accidents. This funding would both design and construct the following
improvements:
• Two new bridges: over Colma Creek and over the BART right -of -way
• Sewer upgrades
• New traffic signal at Mission Road & Oak Avenue
• Storm drainage system
■ New sidewalks, curbs and gutters
■ New road pavement
• Acquire needed right -of -way to straighten roadway for safe travel
MILLER AVENUE
DOWNTOWN
PARKING GARAGE
RESOLUTION NO
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE EXPENDITURE OF
TAX INCREMENT FUNDS FOR SPECIFIED PUBLIC
IMPROVEMENTS, ADOPTING FINDINGS REQUIRED BY
HEALTH AND SAFETY CODE SECTION 33445, AND
AUTHORIZING THE EXECUTION OF A PUBLIC
IMPROVEMENT AGREEMENT WITH THE
CITY OF SOUTH SAN FRANCISCO
WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ")
is a redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( "CRL ");
WHEREAS, the City Council ( "City Council ") of the City of South San Francisco ( "City ")
has adopted and amended, from time to time, the Redevelopment Plan (the "Redevelopment Plan")
for the Downtown/Central project area (the "Project Area "); and
WHEREAS, in keeping with the goals of the Agency to eliminate blight in the Project Area
in accordance with the Redevelopment Plan and Agency's current Implementation Plan
( "Implementation Plan "), the City and Agency have been working cooperatively regarding the
development of certain public improvements in the Project Area; and
WHEREAS, the City and Agency have determined that it would be mutually beneficial to
enter into a Public Improvement Agreement (the "Agreement ") a copy of which is on file with
the City Clerk and Agency Secretary, pursuant to which the Agency would agree to pay for
certain public improvements to be undertaken by the City in the furtherance of the
redevelopment of the Project Area;
WHEREAS, pursuant to Section 33445 of the CRL, the Agency may, with the consent of
the City, pay for all or a portion of the cost of the land for, and the cost of construction of, any
building, facility, structure, or other improvements that are publicly owned and located within
the Project Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
1602420.1 1
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
WHEREAS, pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment; and,
WHEREAS, a "project" requiring CEQA review, is an activity that has the potential for
resulting in either a direct or reasonably foreseeable indirect physical change in the environment,
and expressly does not include government funding mechanisms or other government fiscal
activities which do not involve any commitment to any specific project (CEQA Guidelines,
§ 15378(b)(4)); and,
WHEREAS, nevertheless, as is further set forth below, the potential environmental
impacts of the projects identified in Exhibit A to the Agreement were previously evaluated under
CEQA in the Revised Initial Study and Mitigated Negative Declaration for the Miller Avenue Parking
Structure (IS /MND), and the City has determined based on substantial evidence that (i) there are no
substantial changes proposed in the projects which will require major revisions of the IS /MND,
(ii) no substantial changes have occurred with respect to the circumstances under which the
projects are being undertaken which will require major revisions in the IS /MND, and (iii) no new
information, which was not known and could not have been known at the time the IS/MND was
adopted, has become available. Therefore, no supplemental or subsequent CEQA evaluation is
required for approval of the Agreement pursuant to Public Resources Code section 21166 and
CEQA Guidelines Section 15162;
WHEREAS, the Environmental Impact Report for the Downtown/Central Project Area,
and the Revised Initial Study and Mitigated Negative Declaration for the Miller Avenue Parking Structure
( IS/MND), are each expressly relied upon in accordance with CEQA Guidelines Section 15152
for this action's compliance with CEQA, and each ER may be reviewed during normal business
hours at the City of South San Francisco, Planning Division, 315 Maple Avenue, South San
Francisco, CA 94080; and
WHEREAS, the Staff Report accompanying this Resolution, the Redevelopment Plan,
and the Implementation Plan provide additional information upon which the findings and actions
set forth in this Resolution are based;
WHEREAS, the expenditure of tax increment funds for the projects identified in the
Agreement will be of benefit to the Project Area by facilitating the elimination of blight and the
development of affordable housing;
1602420.1 2
WHEREAS, the expenditure of tax increment fluids for the improvements is consistent
with the Implementation Plan adopted by the Agency pursuant to Health and Safety Code
Section 33490, in that they will further the goals and objectives of the Redevelopment Plan,
improve the appearance of the Project Area, eliminate blight, improve access to Project Area
businesses, support economic development, and support the development of affordable housing;
and
WHEREAS, the activities and improvements proposed to be funded pursuant to the
Agreement will not generate cash flow to the City or Agency, and therefore cannot support debt
service; the City has no unrestricted general fund revenue available for such purposes without a
reduction in vital community services; and the City does not have and cannot reasonably obtain
revenue available for such purposes, and therefore no other reasonable means of financing the
Project exists.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the
City of South San Francisco that it hereby:
1. Finds based upon the foregoing recitals and the evidence set forth in the Staff Report,
accompanying this Resolution that: (i) the expenditure of tax increment funds for the public
improvements identified in the Agreement will be of benefit to the Project Area by helping to
eliminate blighting conditions and facilitating the development of low and moderate - income
housing, (ii) no other reasonable means of financing such projects and programs is reasonably
available, and (iii) completion of such projects is provided for and consistent with the
Redevelopment Plan and the Implementation Plan adopted in connection therewith.
2. Finds thatpursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment. A "project" requiring CEQA review,
is an activity that has the potential for resulting in either a direct or reasonably foreseeable
indirect physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, the environmental impacts of
the following projects were examined in the IS/MND referenced below, that there are no
substantial changes proposed in the projects which will require major revisions of the IS/MND;
that no substantial changes have occurred with respect to the circumstances under which the
projects are being undertaken which will require major revisions in the IS/MND; and that no new
information, which was not known and could not have been known at the time the IS/MND was
adopted, has become available, and, therefore no subsequent or supplemental CEQA evaluation
is required pursuant to Public Resources Code section 21166 and CEQA Guidelines Section
15162:
A.
1602420.1 3
A. The environmental impacts of the project described in Exhibit A were evaluated
in the Revised Initial Study / Mitigated Negative Declaration prepared for the Miller Avenue
Parking Garage, adopted by resolution of the City Council of the City of South San Francisco on
March 12, 2008, through Resolution No.
3. Approves the Agency's expenditure of tax increment funds in the amounts and for the
purposes specified in the Agreement.
4. Approves the actions to be undertaken and the work to be performed by the City as
specified in the Agreement.
5. Authorizes the Agency Executive Director to execute the Agreement on behalf of the
Agency substantially in the form on file with the Agency Secretary and to undertake such actions
and to execute such additional instruments as may be necessary or desirable in order to carry out
the intent of this Resolution.
6. Authorizes the Agency Secretary or designee to file a Notice of Determination and a
Notice of Exemption for the approval of the Agreement with the County Clerk of San Mateo
County in conformance with the procedures provided for the filing of such notices in the
California Environmental Quality Act and the CEQA Guidelines.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the Redevelopment Agency of the City of South San Francisco at a meeting
held on the day of , 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
1602420.1 4
ATTEST:
Agency Secretary
RESOLUTION NO
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE EXPENDITURE OF
TAX INCREMENT FUNDS FOR SPECIFIED PUBLIC
IMPROVEMENTS AND REDEVELOPMENT ACTIVITIES,
ADOPTING FINDINGS REQUIRED BY HEALTH AND
SAFETY CODE SECTION 33445, AND AUTHORIZING THE
EXECUTION OF A PUBLIC IMPROVEMENT AGREEMENT
WITH THE REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO
WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ")
is a redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( "CRL ");
WHEREAS, the City Council ( "City Council ") of the City of South San Francisco ( "City ")
has adopted and amended, from time to time, the Redevelopment Plan (the "Redevelopment Plan")
for the Downtown/Central project area (the "Project Area "); and
WHEREAS, in keeping with the goals of the Agency to eliminate blight in the Project Area
in accordance with the Redevelopment Plan and Agency's current Implementation Plan
( "Implementation Plan "), the City and Agency have been working cooperatively regarding the
development of certain public improvements in the Project Area; and
WHEREAS, the City and Agency have determined that it would be mutually beneficial to
enter into a Public Improvement Agreement (the "Agreement ") a copy of which is on file with
the City Clerk and Agency Secretary, pursuant to which the Agency would agree to pay for
certain public improvements to be undertaken by the City in the furtherance of the
redevelopment of the Project Area;
WHEREAS, pursuant to Section 33445 of the CRL, the Agency may, with the consent of
the City, pay for all or a portion of the cost of the land for, and the cost of construction of, any
building, facility, structure, or other improvements that are publicly owned and located within
the Project Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
1602254.1 1
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
n , ,
S.AfL� s
pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment; and,
WHEREAS, a "project" requiring CEQA review, is an activity that has the potential for
resulting in either a direct or reasonably foreseeable indirect physical change in the environment,
and expressly does not include government funding mechanisms or other government fiscal
activities which do not involve any commitment to any specific project (CEQA Guidelines,
§ 15378(b)(4)); and,
WHEREAS, nevertheless, as is further set forth below, the potential environmental
impacts of the projects identified in Exhibit A to the Agreement were previously evaluated under
CEQA in the Revised Initial Study and Mitigated Negative Declaration for the Miller Avenue Parking
Structure (IS/MND), and the City has determined based on substantial evidence that (i) there are no
substantial changes proposed in the projects which will require major revisions of the IS /MND,
(ii) no substantial changes have occurred with respect to the circumstances under which the
projects are being undertaken which will require major revisions in the IS /MND, and (iii) no new
information, which was not known and could not have been known at the time the IS/MND was
adopted, has become available. Therefore, no supplemental or subsequent CEQA evaluation is
required for approval of the Agreement pursuant to Public Resources Code section 21166 and
CEQA Guidelines Section 15162;
WHEREAS, the Environmental Impact Report for the Downtown/Central Project Area,
and the Revised Initial Study and Mitigated Negative Declaration for the Miller Avenue Parking Structure
(IS/MND), are each expressly relied upon in accordance with CEQA Guidelines Section 15152
for this action's compliance with CEQA, and each EIR may be reviewed during normal business
hours at the City of South San Francisco, Planning Division, 315 Maple Avenue, South San
Francisco, CA 94080; and
WHEREAS, the Staff Report accompanying this Resolution, the Redevelopment Plan,
and the Implementation Plan provide additional information upon which the findings and actions
set forth in this Resolution are based;
1602254.1 2
WHEREAS, the expenditure of tax increment funds for the projects identified in the
Agreement will be of benefit to the Project Area by facilitating the elimination of blight and the
development of affordable housing;
WHEREAS, the improvements to be funded pursuant to the Agreement are provided for
in the Redevelopment Plan, and the expenditure of tax increment funds for such improvements
is consistent with the Implementation Plan adopted by the Agency pursuant to Health and Safety
Code Section 33490, in that they will further the goals and objectives of the Redevelopment
Plan, improve the appearance of the Project Area, eliminate blight, improve access to Project
Area businesses, support economic development, and support the development of affordable
housing; and
WHEREAS, the improvements to be funded pursuant to the Agreement will not generate
cash flow to the City or Agency, and therefore cannot support debt service; the City has no
unrestricted general fund revenue available for such purposes without a reduction in vital
community services; and the City does not have and cannot reasonably obtain revenue available
for such purposes, and therefore no other reasonable means of financing the Project exists.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
South San Francisco that it hereby:
1. Finds based upon the foregoing recitals and the evidence set forth in the Staff Report,
accompanying this Resolution that: (i) the expenditure of tax increment funds for the public
improvements identified in the Agreement will be of benefit to the Project Area by helping to
eliminate blighting conditions and facilitating the development of low and moderate - income
housing, (ii) no other reasonable means of financing such projects and programs is reasonably
available, and (iii) completion of such projects is consistent with the Redevelopment Plan and
the Implementation Plan adopted in connection therewith.
2. �"e.YAzI0 * pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment. A "project" requiring CEQA review,
is an activity that has the potential for resulting in either a direct or reasonably foreseeable
indirect physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, the environmental impacts of
the following projects were examined in the IS/MND referenced below, that there are no
substantial changes proposed in the projects which will require major revisions of the IS/MND;
that no substantial changes have occurred with respect to the circumstances under which the
projects are being undertaken which will require major revisions in the IS /MND; and that no new
information, which was not known and could not have been known at the time the IS/MND was
adopted, has become available, and, therefore no subsequent or supplemental CEQA evaluation
is required pursuant to Public Resources Code section 21166 and CEQA Guidelines Section
15162:
1602254.1 3
A. The environmental impacts of the project described in Exhibit A were evaluated
in the Revised Initial Study / Mitigated Negative Declaration prepared for the Miller Avenue
Parking Garage, adopted by resolution of the City Council of the City of South San Francisco on
March 12, 2008, through Resolution No.
3. Approves the Agency's expenditure of tax increment funds in the amounts and for the
purposes specified in the Agreement.
4. Approves the actions to be undertaken and the work to be performed by the City as
specified in the Agreement.
5. Authorizes the City Manager to execute the Agreement on behalf of the City substantially
in the form on file with the City Clerk and to undertake such actions and to execute such
additional instruments as may be necessary or desirable in order to carry out the intent of this
Resolution.
6. Authorizes the City Clerk or designee to file a Notice of Determination and a Notice of
Exemption for the approval of the Agreement with the County Clerk of San Mateo County in
conformance with the procedures provided for the filing of such notices in the California
Environmental Quality Act and the CEQA Guidelines
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City
Council of the City of South San Francisco at a meeting held on the day of
, 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
1602254.1 4
City Clerk
PUBLIC IMPROVEMENT AGREEMENT
This Public Improvement Agreement (this "Agreement ") is entered into effective as of
February , 2011 ( "Effective Date ") by and between the Redevelopment Agency of the City
of South San Francisco, a public body corporate and politic ( "Agency ") and the City of South
San Francisco, a municipal corporation ( "City "). The Agency and the City are hereinafter
collectively referred to as the "Parties."
RECITALS
A. (1) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Shearwater Redevelopment Project (the " Shearwater
Project Area ") established by the Redevelopment Plan adopted for the Project Area pursuant to
Ordinance No. 996 -86, adopted on January 8, 1986 (as subsequently amended, hereafter the
" Shearwater Redevelopment Plan ").
(2) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Downtown Central Redevelopment Project which
includes the added area (the "Downtown Central Project Area ") established by the
Redevelopment Plan adopted for the Project Area pursuant to Ordinance No. 1056 -89, adopted
on July 12, 1989 (as subsequently amended, hereafter the "Downtown Central Redevelopment
Plan ").
(3) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Gateway Redevelopment Project, (the "Gateway
Project Area ") established by the Redevelopment Plan adopted for the Project Area pursuant to
Ordinance No. 867 -81, adopted on June 17, 1981 (as subsequently amended, hereafter the
"Gateway Redevelopment Plan ").
(4) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the El Camino Redevelopment Project including the
added area (the "El Camino Project Area ") established by the Redevelopment Plan adopted for
the Project Area pursuant to Ordinance No. 1132 -93, adopted on June 9, 1993 (as subsequently
amended, hereafter the "El Camino Redevelopment Plan ").
The Shearwater Project Area, the Downtown Central Project Area, the Gateway Project
Area and the El Camino Project Area are collectively referred to herein as the "Project Area ".
The Gateway Redevelopment Plan, the El Camino Redevelopment Plan, the Shearwater
Redevelopment Plan and the Downtown Central Redevelopment Plan are collectively referred to
herein as the "Redevelopment Plan ".
1601747.1 1
B. Pursuant to Section 33220 of the CRL, any public body is authorized to enter into an
agreement with the Agency for the purpose of aiding and cooperating in the planning,
undertaking, construction, or operation of redevelopment projects located within the jurisdiction
in which such public body is authorized to act, upon the terms and with or without consideration
as such public body determines.
C. Pursuant to Section 33126(b) of the CRL, the Agency may enter into a contract with any
other public agency pursuant to which such public agency furnishes necessary staff services
associated with or required by redevelopment.
D. Pursuant to CRL Section 33205, the Agency is authorized to delegate to the City any of
the powers or functions of the Agency with respect to the undertaking of a redevelopment
project, and the City is authorized to carry out and perform such powers and functions;
E. Pursuant to Section 33445 of the CRL, the Agency may, with the consent of the City, pay
for all or a portion of the cost of the land for, and the cost of construction of, any building,
facility, structure, or other improvements that are publicly owned and located within the Project
Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
F. On the basis of the information and evidence presented to the City Council and the
governing board of the Redevelopment Agency and provided in the staff report and other
materials accompanying the resolutions approving this Agreement, the City Council and the
Redevelopment Agency have adopted the findings described in Recital E with respect to the
public improvements to be funded by the Agency pursuant to this Agreement.
1601747.1 2
G. The Parties desire to enter into this Agreement to set forth the improvements that City
will undertake in furtherance of the redevelopment of the Project Area, and to provide that the
Agency will pay for the cost to undertake such work.
H. Pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the Agreement
itself is not a project subject to the California Environmental Quality Act ( "CEQA "), because the
Agreement is related to a government funding mechanism or other government fiscal activities
which do not involve a commitment to any specific project which may result in a potentially
significant physical impact on the environment. A "project" requiring CEQA review, is an
activity that has the potential for resulting in either a direct or reasonably foreseeable indirect
physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, as further described in the staff
report, resolution and related materials provided to the City Council and Agency governing board in
connection with the review and approval of this Agreement, the potential environmental impacts of
the projects identified in Exhibit A were previously evaluated under the California
Environmental Quality Act ( "CEQA ") in the Revised Initial Study and Mitigated Negative Declaration
for the Miller Avenue Parking Structure ( IS/MND). The IS/MND was circulated for public comment and
adopted on March 12, 2008. Construction of the projects described in Exhibit A, is nearly complete. The
City and Agency (as applicable) have determined based on substantial evidence that (i) there are
no substantial changes proposed in the projects which will require major revisions of the
IS/MND, (ii) no substantial changes have occurred with respect to the circumstances under
which the projects are being undertaken which will require major revisions in the IS/MND, and
(iii) no new information, which was not known and could not have been known at the time the
IS/MND was adopted, has become available. Therefore, no supplemental or subsequent CEQA
evaluation is required for approval of this Agreement pursuant to Public Resources Code section
21166 and CEQA Guidelines Section 15162.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises herein contained, the Parties hereby agree as follows.
1. Term. The term of this Agreement shall commence on the Effective Date, and shall
continue in effect until the twentieth (20 anniversary of the Effective Date.
2. City to Construct Public Improvements. In support of the redevelopment of the Project
Area the City agrees to undertake or otherwise cause to be performed the construction and
installation of public improvements described in the attached Exhibit A.
3. Agency to Pay for Public Improvements. The Agency agrees to pay to the City the
amounts set forth in Exhibit A for the cost of construction of the public improvements therein
identified. Agency agrees to provide funds to City in the aggregate amount listed in Exhibit A
promptly following the Effective Date of this Agreement. City agrees to deposit all such funds
in a segregated "Public Improvement Account" reserved for the purposes identified in Exhibit A.
City agrees that it shall use all funds deposited into the Public Improvement Account solely for
the construction and installation of the public improvements described in Exhibit A. Any
1601747.1 3
balance remaining in the Public Improvement Account after completion of all improvements
identified in Exhibit A shall be returned to Agency.
4. Indebtedness. The obligation of the Agency to make payment to City pursuant to this
Agreement shall constitute an indebtedness of the Agency within the meaning of Article XVI,
Section 16 of the California Constitution and CRL Section 33670, and shall be payable from tax
increment paid to the Agency pursuant to Article XVI, Section 16 of the California Constitution
and CRL Section 33670 or from any other source legally available to the Agency for such
payment, and shall constitute an indebtedness of the Agency until paid in full. The Agency shall
include its obligations to the City under this Agreement as an indebtedness on the Agency's
statement of indebtedness filed with the County Auditor pursuant to CRL Section 33675.
5. Subordination. The obligation of the Agency to make payments to City pursuant to this
Agreement shall be subordinate to any obligation of the Agency to pay debt service on bonds
heretofore or hereafter issued by the Agency and to pay any other contractual indebtedness of the
Agency incurred prior to the date of this Agreement.
6. Project Approvals; Environmental Review. This Agreement is not intended to limit in any
manner the discretion of City or Agency, as applicable, in connection with the issuance of
approvals and entitlements for any of the projects identified herein, including, without limitation,
the undertaking and completion of any required environmental review pursuant to the California
Environmental Quality Act ( "CEQA ") and the National Environmental Policy Act ( "NEPA "), as
applicable, and the review and approval of plans and specifications relating to such projects. In
accordance with CEQA, prior to approval of any additional project for the Property, not already
sufficiently evaluated in the IS /MND, City, acting as lead agency or co -lead agency, shall
complete any environmental review required under CEQA or NEPA.
Pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the Agreement
itself is not a project subject to the California Environmental Quality Act ( "CEQA "), because the
Agreement is related to a government funding mechanism or other government fiscal activities
which do not involve a commitment to any specific project which may result in a potentially
significant physical impact on the environment. A "project" requiring CEQA review, is an
activity that has the potential for resulting in either a direct or reasonably foreseeable indirect
physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, as further described in the staff
report, resolution and related materials provided to the City Council and Agency governing board in
connection with the review and approval of this Agreement, the potential environmental impacts of
the projects identified in Exhibit A were previously evaluated under CEQA in the Revised Initial
Study and Mitigated Negative Declaration for the Miller Avenue Parking Structure (IS/MND). The IS/MND
was circulated for public comment and adopted on March 12, 2008. Construction of the projects described
in Exhibit A, is nearly complete. The City and Agency (as applicable) have determined based on
substantial evidence that (i) there are no substantial changes proposed in the projects which will
require major revisions of the IS/MND, (ii) no substantial changes have occurred with respect to
the circumstances under which the projects are being undertaken which will require major
revisions in the IS/MND, and (iii) no new information, which was not known and could not have
1601747.1 4
been known at the time the IS/MND was adopted, has become available. Therefore, no
supplemental or subsequent CEQA evaluation is required for approval of this Agreement
pursuant to Public Resources Code section 21166 and CEQA Guidelines Section 15162.
7. Defaults and Remedies.
7.1 Default. An event of default ( "Event of Default ") shall arise hereunder if either
Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this
Agreement, and the default continues for a period of thirty (30) days, or in the case of a default
which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to
commence to cure the default within thirty (30) days of such default and thereafter fails to
prosecute the curing of such default with due diligence and in good faith to completion within
not more than ninety (90) days.
7.2 Remedies. Upon the occurrence of an Event of Default, in addition to pursuing
any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non-
defaulting Party may bring an action for equitable relief seeking the specific performance of the
terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of
such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose
of this Agreement, and may pursue any and all other remedies available under this Agreement or
under law or equity to enforce the terms of this Agreement.
7.3 Remedies Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or different
time, of any other rights or remedies for the same or any other default by the other Party.
7.4 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of any
such rights or remedies, nor deprive either Party of its rights to institute and maintain any action
or proceeding which it may deem necessary to protect, assert or enforce any such rights or
remedies in the same or any subsequent default.
8. Miscellaneous.
8.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall 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.
To Agency: Redevelopment Agency of the City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
1601747.1 5
To City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
8.2 Entire Agreement. This Agreement, together with Exhibit A constitutes the entire
agreement of the Parties with respect to the subject matter hereof and supersedes all prior
negotiations and agreements with respect thereto.
8.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
8.4 Interpretation; Captions. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
8.5 Incorporation of Recitals and Exhibits. Exhibit A attached hereto and the Recitals
set forth above are hereby incorporated into this Agreement as though fully set herein.
8.6 No Third Party Beneficiaries. Nothing contained in this Agreement is intended
by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties
or by any third person, to be for the benefit of any third party, nor shall any third party have any
right to enforce any provision of this Agreement or be entitled to damages for any breach by City
or Agency of any of the provisions of this Agreement.
8.7 Amendments. This Agreement may be modified or amended only by an
instrument in writing executed by both City and Agency.
8.8 Assignments. This Agreement and the rights conferred hereunder may not be
assigned by operation of law or otherwise absent the express written consent of the Parties.
8.9 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which taken together shall constitute one agreement.
8.10 Further Assurances. Agency and City each agree to undertake such other actions
as may reasonably be necessary to carry out the intent of this Agreement, including without
limitation, the execution and/or recordation of any additional documents which may be required
to effectuate the transactions contemplated hereby.
8.11 Severability. If any term, provision, covenant, or condition set forth in this
Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void,
or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force
1601747.1 6
and effect to the extent that the basic intent of the Parties as expressed herein can be
accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or
modify this Agreement in a manner such that the purpose of any invalidated or voided provision,
covenant, or condition can be accomplished to the maximum extent legally permissible.
8.12 Non - Liability of Officials, Employees and Agents. No member, official,
employee or agent of City or Agency shall be personally liable in the event of any default or
breach hereunder by either Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
Title:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
AGENCY:
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
Title:
1601747.1 7
ATTEST:
By:
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
1601747.1 8
1601747.1 9
Exhibit A
PUBLIC IMPROVEMENTS
Agency to provide two million four hundred eighty -seven thousand dollars to fund change orders and
contract amendments related to the Miller Avenue Downtown Parking Garage, 4 Lane Improvements
and the breezeway connecting the parking garage to Grand Avenue. The costs covered by the additional
funds include:
Architectural /engineering services, construction and construction management services for
construction of the Miller Avenue Parking Garage, including improvements to Fourth Lane to
provide ADA and pedestrian access to and from the Parking Garage through the new Grand
Avenue Breezeway, and related improvements.
OYSTER POINT
PUBLIC
IMPROVEMENTS
RESOLUTION NO
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE EXPENDITURE OF
TAX INCREMENT FUNDS FOR SPECIFIED PUBLIC
IMPROVEMENTS, ADOPTING FINDINGS REQUIRED BY
HEALTH AND SAFETY CODE SECTION 33445, AND
AUTHORIZING THE EXECUTION OF A PUBLIC
IMPROVEMENT AGREEMENT WITH THE
CITY OF SOUTH SAN FRANCISCO
WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ")
is a redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( "CRL ");
WHEREAS, the City Council ( "City Council ") of the City of South San Francisco ( "City ")
has adopted and amended, from time to time, the Redevelopment Plan (the "Redevelopment Plan")
for the Downtown/Central project area (the "Project Area "); and
WHEREAS, in keeping with the goals of the Agency to eliminate blight in the Project Area
in accordance with the Redevelopment Plan and Agency's current Implementation Plan
( "Implementation Plan "), the City and Agency have been working cooperatively regarding the
development of certain public improvements in the Project Area; and
WHEREAS, the City and Agency have determined that it would be mutually beneficial to
enter into a Public Improvement Agreement (the "Agreement ") a copy of which is on file with
the City Clerk and Agency Secretary, pursuant to which the Agency would agree to pay for
certain public improvements to be undertaken by the City in the furtherance of the
redevelopment of the Project Area;
WHEREAS, pursuant to Section 33445 of the CRL, the Agency may, with the consent of
the City, pay for all or a portion of the cost of the land for, and the cost of construction of, any
building, facility, structure, or other improvements that are publicly owned and located within
the Project Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
1603124.2603124.1 1
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
WHEREAS, pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment; and,
WHEREAS, a "project" requiring CEQA review, is an activity that has the potential for
resulting in either a direct or reasonably foreseeable indirect physical change in the environment,
and expressly does not include government funding mechanisms or other government fiscal
activities which do not involve any commitment to any specific project (CEQA Guidelines,
§ 15378(b)(4)); and,
WHEREAS, nevertheless, as is further set forth below, the potential environmental
impacts of the projects identified in Exhibit A to the Agreement were evaluated in the
Environmental Impact Report for the Oyster Point Specific Plan and Phase I Project ( "EIR ")
under CEQA, and the City has determined based on substantial evidence that there are no
substantial changes proposed in the projects, no substantial changes have occurred with respect
to the circumstances or environmental setting under which the projects will be undertaken, and
no other significant new information has become available since the time the public notice of
availability was issued, which would demonstrate that (i) a new significant environmental impact
would result from the projects or from a new mitigation measure to be implemented; (ii) a
substantial increase in the severity of an environmental impact would result unless mitigation
measures are adopted that reduce the impact to a level of insignificance; (iii) a feasible project
alternative or mitigation measure considerably different from others previously analyzed would
clearly lessen the environmental impacts of the project; or (iv) the draft EIR was so
fundamentally and basically inadequate and conclusory in nature that meaningful public review
and comment were precluded; therefore, no further CEQA evaluation or recirculation of the EIR
is required for approval of the Agreement pursuant to Public Resources Code section 21166 and
CEQA Guidelines Sections 15088.5 and 15162;
WHEREAS, the Environmental Impact Report for the Downtown/Central Project Area,
and the Environmental Impact Report for the Oyster Point Specific Plan and Phase I Project, are
each expressly relied upon in accordance with CEQA Guidelines Section 15152 for this action's
compliance with CEQA, and each EIR may be reviewed during normal business hours at the
City of South San Francisco, Planning Division, 315 Maple Avenue, South San Francisco, CA
94080; and
WHEREAS, the Staff Report accompanying this Resolution, the Redevelopment Plan,
1603124.2603124.1 2
and the Implementation Plan provide additional information upon which the findings and actions
set forth in this Resolution are based;
WHEREAS, the expenditure of tax increment funds for the projects identified in the
Agreement will be of benefit to the Project Area by facilitating the elimination of blight and the
development of affordable housing;
WHEREAS, the expenditure of tax increment funds for the improvements is consistent
with the Implementation Plan adopted by the Agency pursuant to Health and Safety Code
Section 33490, in that they will further the goals and objectives of the Redevelopment Plan,
improve the appearance of the Project Area, eliminate blight, improve access to Project Area
businesses, support economic development, and support the development of affordable housing;
and
WHEREAS, the activities and improvements proposed to be funded pursuant to the
Agreement will not generate cash flow to the City or Agency, and therefore cannot support debt
service; the City has no unrestricted general fund revenue available for such purposes without a
reduction in vital community services; and the City does not have and cannot reasonably obtain
revenue available for such purposes, and therefore no other reasonable means of financing the
Project exists.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the
City of South San Francisco that it hereby:
1. Finds based upon the foregoing recitals and the evidence set forth in the Staff Report,
accompanying this Resolution that: (i) the expenditure of tax increment funds for the public
improvements identified in the Agreement will be of benefit to the Project Area by helping to
eliminate blighting conditions and facilitating the development of low and moderate - income
housing, (ii) no other reasonable means of financing such projects and programs is reasonably
available, and (iii) completion of such projects is provided for and consistent with the
Redevelopment Plan and the Implementation Plan adopted in connection therewith.
2. Finds that pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment. A "project" requiring CEQA review,
is an activity that has the potential for resulting in either a direct or reasonably foreseeable
indirect physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, the environmental impacts of
the following projects were examined in the EIR referenced below, there are no substantial
changes proposed in the projects, no substantial changes have occurred with respect to the
circumstances or environmental setting under which the projects will be undertaken, and no other
significant new information has become available since the time the public notice of availability
was issued, which would demonstrate that (i) a new significant environmental impact would
1603124.2603124.1 3
result from the projects or from a new mitigation measure to be implemented; (ii) a substantial
increase in the severity of an environmental impact would result unless mitigation measures are
adopted that reduce the impact to a level of insignificance; (iii) a feasible project alternative or
mitigation measure considerably different from others previously analyzed would clearly lessen
the environmental impacts of the project; or (iv) the draft EIR was so fundamentally and
basically inadequate and conclusory in nature that meaningful public review and comment were
precluded; therefore, no further CEQA evaluation or recirculation of the EIR is required for
approval of the Agreement pursuant to Public Resources Code section 21166 and CEQA
Guidelines Sections 15088.5 and 15162:
A. The environmental impacts of the projects described on Exhibit A were examined
in the Oyster Point Specific Plan and Phase I Project EIR, State Clearing House Number
2010022070, circulated for public review on January 25, 2011.
3. Approves the Agency's expenditure of tax increment funds in the amounts and for the
purposes specified in the Agreement.
4. Approves the actions to be undertaken and the work to be performed by the City as
specified in the Agreement.
5. Authorizes the Agency Executive Director to execute the Agreement on behalf of the
Agency substantially in the form on file with the Agency Secretary and to undertake such actions
and to execute such additional instruments as may be necessary or desirable in order to carry out
the intent of this Resolution.
6. Authorizes the Agency Secretary or designee to file a Notice of Determination and a
Notice of Exemption for the approval of the Agreement with the County Clerk of San Mateo
County in conformance with the procedures provided for the filing of such notices in the
California Environmental Quality Act and the CEQA Guidelines.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the Redevelopment Agency of the City of South San Francisco at a meeting
held on the day of , 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
1603124.2603124.1 4
ATTEST:
Agency Secretary
RESOLUTION NO
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING THE EXPENDITURE OF
TAX INCREMENT FUNDS FOR SPECIFIED PUBLIC
IMPROVEMENTS AND REDEVELOPMENT ACTIVITIES,
ADOPTING FINDINGS REQUIRED BY HEALTH AND
SAFETY CODE SECTION 33445, AND AUTHORIZING THE
EXECUTION OF A PUBLIC IMPROVEMENT AGREEMENT
WITH THE REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO
WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ")
is a redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( "CRL ");
WHEREAS, the City Council ( "City Council") of the City of South San Francisco ( "City")
has adopted and amended, from time to time, the Redevelopment Plan (the "Redevelopment Plan")
for the Downtown/Central project area (the "Project Area "); and
WHEREAS, in keeping with the goals of the Agency to eliminate blight in the Project Area
in accordance with the Redevelopment Plan and Agency's current Implementation Plan
( "Implementation Plan "), the City and Agency have been working cooperatively regarding the
development of certain public improvements in the Project Area; and
WHEREAS, the City and Agency have determined that it would be mutually beneficial to
enter into a Public Improvement Agreement (the "Agreement ") a copy of which is on file with
the City Clerk and Agency Secretary, pursuant to which the Agency would agree to pay for
certain public improvements to be undertaken by the City in the furtherance of the
redevelopment of the Project Area;
WHEREAS, pursuant to Section 33445 of the CRL, the Agency may, with the consent of
the City, pay for all or a portion of the cost of the land for, and the cost of construction of, any
building, facility, structure, or other improvements that are publicly owned and located within
the Project Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
1603089.2 1
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
WHEREAS, pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment; and,
WHEREAS, a "project" requiring CEQA review, is an activity that has the potential for
resulting in either a direct or reasonably foreseeable indirect physical change in the environment,
and expressly does not include government funding mechanisms or other government fiscal
activities which do not involve any commitment to any specific project (CEQA Guidelines,
§ 15378(b)(4)); and,
WHEREAS, nevertheless, as is further set forth below, the potential environmental
impacts of the projects identified in Exhibit A to the Agreement were evaluated in the
Environmental Impact Report for the Oyster Point Specific Plan and Phase I Project ( "EIR ")
under CEQA, and the City has determined based on substantial evidence that there are no
substantial changes proposed in the projects, no substantial changes have occurred with respect
to the circumstances or environmental setting under which the projects will be undertaken, and
no other significant new information has become available since the time the public notice of
availability was issued, which would demonstrate that (i) a new significant environmental impact
would result from the projects or from a new mitigation measure to be implemented; (ii) a
substantial increase in the severity of an environmental impact would result unless mitigation
measures are adopted that reduce the impact to a level of insignificance; (iii) a feasible project
alternative or mitigation measure considerably different from others previously analyzed would
clearly lessen the environmental impacts of the project; or (iv) the draft EIR was so
fundamentally and basically inadequate and conclusory in nature that meaningful public review
and comment were precluded; therefore, no further CEQA evaluation or recirculation of the EIR
is required for approval of the Agreement pursuant to Public Resources Code section 21166 and
CEQA Guidelines Sections 15088.5 and 15162;
WHEREAS, the Environmental Impact Report for the Downtown/Central Project Area,
and the Environmental Impact Report for the Oyster Point Specific Plan and Phase I Project, are
each expressly relied upon in accordance with CEQA Guidelines Section 15152 for this action's
compliance with CEQA, and each EIR may be reviewed during normal business hours at the
City of South San Francisco, Planning Division, 315 Maple Avenue, South San Francisco, CA
94080; and
1603089.2 2
WHEREAS, the Staff Report accompanying this Resolution, the Redevelopment Plan,
and the Implementation Plan provide additional information upon which the findings and actions
set forth in this Resolution are based;
WHEREAS, the expenditure of tax increment funds for the projects identified in the
Agreement will be of benefit to the Project Area by facilitating the elimination of blight and the
development of affordable housing;
WHEREAS, the improvements to be funded pursuant to the Agreement are provided for
in the Redevelopment Plan, and the expenditure of tax increment funds for such improvements
is consistent with the Implementation Plan adopted by the Agency pursuant to Health and Safety
Code Section 33490, in that they will further the goals and objectives of the Redevelopment
Plan, improve the appearance of the Project Area, eliminate blight, improve access to Project
Area businesses, support economic development, and support the development of affordable
housing; and
WHEREAS, the improvements to be funded pursuant to the Agreement will not generate
cash flow to the City or Agency, and therefore cannot support debt service; the City has no
unrestricted general fund revenue available for such purposes without a reduction in vital
community services; and the City does not have and cannot reasonably obtain revenue available
for such purposes, and therefore no other reasonable means of financing the Project exists.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
South San Francisco that it hereby:
1. Finds based upon the foregoing recitals and the evidence set forth in the Staff Report,
accompanying this Resolution that: (i) the expenditure of tax increment funds for the public
improvements identified in the Agreement will be of benefit to the Project Area by helping to
eliminate blighting conditions and facilitating the development of low and moderate - income
housing, (ii) no other reasonable means of financing such projects and programs is reasonably
available, and (iii) completion of such projects is consistent with the Redevelopment Plan and
the Implementation Plan adopted in connection therewith.
2. Finds that pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the
Agreement itself is not a project subject to the California Environmental Quality Act ( "CEQA "),
because the Agreement is related to a government funding mechanism or other government fiscal
activities which do not involve a commitment to any specific project which may result in a
potentially significant physical impact on the environment. A "project" requiring CEQA review,
is an activity that has the potential for resulting in either a direct or reasonably foreseeable
indirect physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, the environmental impacts of
the following projects were examined in the EIR referenced below, there are no substantial
changes proposed in the projects, no substantial changes have occurred with respect to the
circumstances or environmental setting under which the projects will be undertaken, and no other
1603089.2 3
significant new information has become available since the time the public notice of availability
was issued, which would demonstrate that (i) a new significant environmental impact would
result from the projects or from a new mitigation measure to be implemented; (ii) a substantial
increase in the severity of an environmental impact would result unless mitigation measures are
adopted that reduce the impact to a level of insignificance; (iii) a feasible project alternative or
mitigation measure considerably different from others previously analyzed would clearly lessen
the environmental impacts of the project; or (iv) the draft EIR was so fundamentally and
basically inadequate and conclusory in nature that meaningful public review and comment were
precluded; therefore, no further CEQA evaluation or recirculation of the EIR is required for
approval of the Agreement pursuant to Public Resources Code section 21166 and CEQA
Guidelines Sections 15088.5 and 15162:
A. The environmental impacts of the projects described on Exhibit A were examined
in the Oyster Point Specific Plan and Phase I Project EIR, State Clearing House Number
2010022070, circulated for public review on January 25, 2011.
3. Approves the Agency's expenditure of tax increment funds in the amounts and for the
purposes specified in the Agreement.
4. Approves the actions to be undertaken and the work to be performed by the City as
specified in the Agreement.
5. Authorizes the City Manager to execute the Agreement on behalf of the City substantially
in the form on file with the City Clerk and to undertake such actions and to execute such
additional instruments as may be necessary or desirable in order to carry out the intent of this
Resolution.
6. Authorizes the City Clerk or designee to file a Notice of Determination and a Notice of
Exemption for the approval of the Agreement with the County Clerk of San Mateo County in
conformance with the procedures provided for the filing of such notices in the California
Environmental Quality Act and the CEQA Guidelines
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City
Council of the City of South San Francisco at a meeting held on the day of
, 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
1603089.2
4
ATTEST:
1603089.2 5
City Clerk
PUBLIC IMPROVEMENT AGREEMENT
This Public Improvement Agreement (this "Agreement ") is entered into effective as of
February , 2011 ( "Effective Date ") by and between the Redevelopment Agency of the City
of South San Francisco, a public body corporate and politic ( "Agency ") and the City of South
San Francisco, a municipal corporation ( "City "). The Agency and the City are hereinafter
collectively referred to as the "Parties."
RECITALS
A. (1) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Shearwater Redevelopment Project (the "Shearwater
Project Area ") established by the Redevelopment Plan adopted for the Project Area pursuant to
Ordinance No. 996 -86, adopted on January 8, 1986 (as subsequently amended, hereafter the
"Shearwater Redevelopment Plan ").
(2) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Downtown Central Redevelopment Project which
includes the added area (the "Downtown Central Project Area ") established by the
Redevelopment Plan adopted for the Project Area pursuant to Ordinance No. 1056 -89, adopted
on July 12, 1989 (as subsequently amended, hereafter the "Downtown Central Redevelopment
Plan ").
(3) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the Gateway Redevelopment Project, (the "Gateway
Project Area ") established by the Redevelopment Plan adopted for the Project Area pursuant to
Ordinance No. 867 -81, adopted on June 17, 1981 (as subsequently amended, hereafter the
"Gateway Redevelopment Plan ").
(4) Pursuant to authority granted under Community Redevelopment Law (California
Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to
implement the redevelopment plan for the El Camino Redevelopment Project including the
added area (the "El Camino Project Area ") established by the Redevelopment Plan adopted for
the Project Area pursuant to Ordinance No. 1132 -93, adopted on June 9, 1993 (as subsequently
amended, hereafter the "El Camino Redevelopment Plan ").
The Shearwater Project Area, the Downtown Central Project Area, the Gateway Project
Area and the El Camino Project Area are collectively referred to herein as the "Project Area ".
The Gateway Redevelopment Plan, the El Camino Redevelopment Plan, the Shearwater
Redevelopment Plan and the Downtown Central Redevelopment Plan are collectively referred to
herein as the "Redevelopment Plan ".
1602004.2 1
B. Pursuant to Section 33220 of the CRL, any public body is authorized to enter into an
agreement with the Agency for the purpose of aiding and cooperating in the planning,
undertaking, construction, or operation of redevelopment projects located within the jurisdiction
in which such public body is authorized to act, upon the terms and with or without consideration
as such public body determines.
C. Pursuant to Section 33126(b) of the CRL, the Agency may enter into a contract with any
other public agency pursuant to which such public agency furnishes necessary staff services
associated with or required by redevelopment.
D. Pursuant to CRL Section 33205, the Agency is authorized to delegate to the City any of
the powers or functions of the Agency with respect to the undertaking of a redevelopment
project, and the City is authorized to carry out and perform such powers and functions;
E. Pursuant to Section 33445 of the CRL, the Agency may, with the consent of the City, pay
for all or a portion of the cost of the land for, and the cost of construction of, any building,
facility, structure, or other improvements that are publicly owned and located within the Project
Area if the City Council finds based upon substantial evidence that:
(1) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned are of benefit to the Project
Area;
(2) The acquisition of the land or the installation or construction of the buildings,
facilities, structures, or other improvements that are publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area, or will directly assist in the provision of
housing for low- or moderate - income persons;
(3) No other reasonable means of financing the acquisition of the land or the
installation or construction of the buildings, facilities, structures, or other improvements that are
publicly owned, are available to the community; and
(4) The payment of funds for the acquisition of land or the cost of buildings,
facilities, structures, or other improvements that are publicly owned is consistent with the
implementation plan adopted pursuant to CRL Section 33490.
F. On the basis of the information and evidence presented to the City Council and the
governing board of the Redevelopment Agency and provided in the staff report and other
materials accompanying the resolutions approving this Agreement, the City Council and the
Redevelopment Agency have adopted the findings described in Recital E with respect to the
public improvements to be funded by the Agency pursuant to this Agreement.
G. The City and the Agency have undertaken negotiations with other public agencies and
organizations, including without limitation, the State of California Department of Housing and
Community Development ( "HCD "), the San Mateo County Harbor District ( "Harbor District "),
the County of San Mateo ( "San Mateo County "), California Water ( "Cal Water "), and the Bay
1602004.2 2
Conservation and Development Commission ( "BCDC ") for the purpose of reaching agreement
regarding the development of public improvements and facilities within the Project Area. As
more particularly described in Exhibit A and the resolutions approving this Agreement, as a
condition to the receipt of certain state and federal grant funds, in connection with such
agreements, the City and/or Agency will be obligated to pay for and/or undertake certain
activities, including without limitation, the development of certain public improvements.
H. The Parties desire to enter into this Agreement to set forth the improvements that City
will undertake in furtherance of the redevelopment of the Project Area, and to provide that the
Agency will pay for the cost to undertake such work.
I. Pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the Agreement
itself is not a project subject to the California Environmental Quality Act ( "CEQA "), because the
Agreement is related to a government funding mechanism or other government fiscal activities
which do not involve a commitment to any specific project which may result in a potentially
significant physical impact on the environment. A "project" requiring CEQA review, is an
activity that has the potential for resulting in either a direct or reasonably foreseeable indirect
physical change in the environment, and expressly does not include government funding
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, as further described in the staff
report, resolution and related materials provided to the City Council and Agency governing board in
connection with the review and approval of this Agreement, the potential environmental impacts of
the projects identified in Exhibit A were evaluated in the Environmental Impact Report for the
Oyster Point Specific Plan and Phase I Project ( "EIR ") under the California Environmental
Quality Act ( "CEQA "), which is currently available for pubic review. The City and Agency (as
applicable) have determined based on substantial evidence that there are no substantial changes
proposed in the projects, no substantial changes have occurred with respect to the circumstances
or environmental setting under which the projects will be undertaken, and no other significant
new information has become available since the time the public notice of availability was issued,
which would demonstrate that (i) a new significant environmental impact would result from the
projects or from a new mitigation measure to be implemented; (ii) a substantial increase in the
severity of an environmental impact would result unless mitigation measures are adopted that
reduce the impact to a level of insignificance; (iii) a feasible project alternative or mitigation
measure considerably different from others previously analyzed would clearly lessen the
environmental impacts of the project; or (iv) the draft EIR was so fundamentally and basically
inadequate and conclusory in nature that meaningful public review and comment were
precluded. Therefore, no further CEQA evaluation or recirculation of the EIR is required for
approval of this Agreement pursuant to Public Resources Code section 21166 and CEQA
Guidelines Sections 15088.5 and 15162.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises herein contained, the Parties hereby agree as follows.
1. Term. The term of this Agreement shall commence on the Effective Date, and shall
continue in effect until the twentieth (20 anniversary of the Effective Date.
1602004.2 3
2. City to Construct Public Improvements. In support of the redevelopment of the Project
Area the City agrees to undertake or otherwise cause to be performed the construction and
installation of public improvements described in the attached Exhibit A.
3. Agency to Pay for Public Improvements. The Agency agrees to pay to the City the
amounts set forth in Exhibit A for the cost of construction of the public improvements therein
identified. Agency agrees to provide funds to City in the aggregate amount listed in Exhibit A
promptly following the Effective Date of this Agreement. City agrees to deposit all such funds
in a segregated "Public Improvement Account" reserved for the purposes identified in Exhibit A.
City agrees that it shall use all funds deposited into the Public Improvement Account solely for
the construction and installation of the public improvements described in Exhibit A. Any
balance remaining in the Public Improvement Account after completion of all improvements
identified in Exhibit A shall be returned to Agency.
4. Indebtedness. The obligation of the Agency to make payment to City pursuant to this
Agreement shall constitute an indebtedness of the Agency within the meaning of Article XVI,
Section 16 of the California Constitution and CRL Section 33670, and shall be payable from tax
increment paid to the Agency pursuant to Article XVI, Section 16 of the California Constitution
and CRL Section 33670 or from any other source legally available to the Agency for such
payment, and shall constitute an indebtedness of the Agency until paid in full. The Agency shall
include its obligations to the City under this Agreement as an indebtedness on the Agency' s
statement of indebtedness filed with the County Auditor pursuant to CRL Section 33675.
5. Subordination. The obligation of the Agency to make payments to City pursuant to this
Agreement shall be subordinate to any obligation of the Agency to pay debt service on bonds
heretofore or hereafter issued by the Agency and to pay any other contractual indebtedness of the
Agency incurred prior to the date of this Agreement.
6. Project Approvals; Environmental Review. This Agreement is not intended to limit in any
manner the discretion of City or Agency, as applicable, in connection with the issuance of
approvals and entitlements for any of the projects identified herein, including, without limitation,
the undertaking and completion of any required environmental review pursuant to the California
Environmental Quality Act ( "CEQA ") and the National Environmental Policy Act ( "NEPA "), as
applicable, and the review and approval of plans and specifications relating to such projects. In
accordance with CEQA, prior to approval of any additional project for the Property, not already
sufficiently evaluated in the EIR, City, acting as lead agency or co -lead agency, shall complete
any environmental review required under CEQA or NEPA.
Pursuant to State CEQA Guidelines Section 15378(b)(4), approval of the Agreement
itself is not a project subject to the California Environmental Quality Act ( "CEQA "), because the
Agreement is related to a government funding mechanism or other government fiscal activities
which do not involve a commitment to any specific project which may result in a potentially
significant physical impact on the environment. A "project" requiring CEQA review, is an
activity that has the potential for resulting in either a direct or reasonably foreseeable indirect
physical change in the environment, and expressly does not include government funding
1602004.2 4
mechanisms or other government fiscal activities which do not involve any commitment to any
specific project (CEQA Guidelines, § 15378(b)(4)). Nevertheless, as further described in the staff
report, resolution and related materials provided to the City Council and Agency governing board in
connection with the review and approval of this Agreement, the potential environmental impacts of
the projects identified in Exhibit A were evaluated in the Environmental Impact Report for the
Oyster Point Specific Plan and Phase I Project ( "EIR ") under the California Environmental
Quality Act ( "CEQA "), which is currently available for pubic review. The City and Agency (as
applicable) have determined based on substantial evidence that there are no substantial changes
proposed in the projects, no substantial changes have occurred with respect to the circumstances
or environmental setting under which the projects will be undertaken, and no other significant
new information has become available since the time the public notice of availability was issued,
which would demonstrate that (i) a new significant environmental impact would result from the
projects or from a new mitigation measure to be implemented; (ii) a substantial increase in the
severity of an environmental impact would result unless mitigation measures are adopted that
reduce the impact to a level of insignificance; (iii) a feasible project alternative or mitigation
measure considerably different from others previously analyzed would clearly lessen the
environmental impacts of the project; or (iv) the draft EIR was so fundamentally and basically
inadequate and conclusory in nature that meaningful public review and comment were
precluded. Therefore, no further CEQA evaluation or recirculation of the EIR is required for
approval of this Agreement pursuant to Public Resources Code section 21166 and CEQA
Guidelines Sections 15088.5 and 15162.
7. Defaults and Remedies.
7.1 Default. An event of default ( "Event of Default ") shall arise hereunder if either
Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this
Agreement, and the default continues for a period of thirty (30) days, or in the case of a default
which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to
commence to cure the default within thirty (30) days of such default and thereafter fails to
prosecute the curing of such default with due diligence and in good faith to completion within
not more than ninety (90) days.
7.2 Remedies. Upon the occurrence of an Event of Default, in addition to pursuing
any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non-
defaulting Party may bring an action for equitable relief seeking the specific performance of the
terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of
such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose
of this Agreement, and may pursue any and all other remedies available under this Agreement or
under law or equity to enforce the terms of this Agreement.
7.3 Remedies Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or different
time, of any other rights or remedies for the same or any other default by the other Party.
7.4 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of any
1602004.2 5
such rights or remedies, nor deprive either Party of its rights to institute and maintain any action
or proceeding which it may deem necessary to protect, assert or enforce any such rights or
remedies in the same or any subsequent default.
8. Miscellaneous.
8.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall 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.
To Agency: Redevelopment Agency of the City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
To City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
8.2 Entire Agreement. This Agreement, together with Exhibit A constitutes the entire
agreement of the Parties with respect to the subject matter hereof and supersedes all prior
negotiations and agreements with respect thereto.
8.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
8.4 Interpretation; Captions. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
8.5 Incorporation of Recitals and Exhibits. Exhibit A attached hereto and the Recitals
set forth above are hereby incorporated into this Agreement as though fully set herein.
8.6 No Third Party Beneficiaries. Nothing contained in this Agreement is intended
by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties
or by any third person, to be for the benefit of any third party, nor shall any third party have any
right to enforce any provision of this Agreement or be entitled to damages for any breach by City
or Agency of any of the provisions of this Agreement.
1602004.2 6
8.7 Amendments. This Agreement may be modified or amended only by an
instrument in writing executed by both City and Agency.
8.8 Assignments. This Agreement and the rights conferred hereunder may not be
assigned by operation of law or otherwise absent the express written consent of the Parties.
8.9 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which taken together shall constitute one agreement.
8.10 Further Assurances. Agency and City each agree to undertake such other actions
as may reasonably be necessary to carry out the intent of this Agreement, including without
limitation, the execution and/or recordation of any additional documents which may be required
to effectuate the transactions contemplated hereby.
8.11 Severability. If any term, provision, covenant, or condition set forth in this
Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void,
or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force
and effect to the extent that the basic intent of the Parties as expressed herein can be
accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or
modify this Agreement in a manner such that the purpose of any invalidated or voided provision,
covenant, or condition can be accomplished to the maximum extent legally permissible.
8.12 Non - Liability of Officials, Employees and Agents. No member, official,
employee or agent of City or Agency shall be personally liable in the event of any default or
breach hereunder by either Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
Title:
ATTEST:
By:
1602004.2 7
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
AGENCY:
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO,
a public body, corporate and politic
By:
Title:
ATTEST:
By:
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
1602004.2 8
1602004.2 9
Exhibit A
PUBLIC IMPROVEMENTS
The 48 -acre "Marina Property," as distinguished from the adjacent Oyster Point Business Park
and the actual Oyster Point Marina, served as a municipal landfill for the City of South San
Francisco from 1956 until it stopped accepting waste in 1970. The Marina Property, which is
owned by the City of South San Francisco and managed through a Joint Powers Agreement with
the San Mateo County Harbor District, is currently developed with a variety of uses including a
dry boat storage area, a marine support services building, two small office buildings, a 30 -room
inn and banquet hall, a bait and tackle shop, a boat and motor mart and a yacht club, all totaling
approximately 74,360 square feet.
Prior to any substantial redevelopment or re -use of the Marina Property, infrastructure
improvements are required to repair the landfill's clay cap cover, repair and replace streets and
utilities damaged by refuse settlement, and improve access to public recreation areas.
Accordingly, as part of the Project, the RDA will contribute approximately $18,112,473.40 to
various public improvements, including street and utility improvements to the Oyster Point
Business Park and Oyster Point Marina Property; repair of the clay cap covering the landfill on
central portion of the Marina Property; reconfiguring and reconstructing existing parking lots on
the Marina Property; grading and constructing flexible -use recreation fields on the Marina
Property; demolition of an existing hotel, and grading for potential future construction of an
upgraded hotel on the Marina Property; landscaping Crescent Park and beach area; installation
and landscaping of a "palm promenade" along Oyster Point and Marina Boulevards; installation
of a new sewer pump station at the Oyster Point Marina; repair of the clay cap covering the
landfill on eastern edge of the Marina Property; landscaping within the 100 -foot shore band at
the eastern edge of the Marina Property; landscaping tune -up on the eastern edge of the Marina
Property; and repaving the existing parking areas on the eastern edge of the Marina Property;
and,
Specific funding proposals and proposed public improvements include:
a) Approximately $1,798,517.40 for street realignment and utility improvements to Oyster
Point Boulevard east of Gull Road, and portions of Marina Boulevard, including without
limitation, rough grading and soil stabilization, compaction, road base, asphalt paving
and striping, curbs, storm sewer, sanitary sewer, water lines and vaults, gas lines, and
joint utility trench;
b) Approximately $5,116,158 for street realignment and utility improvements to remainder
of Marina Boulevard;
c) Approximately $498,065 to repair the clay cap covering the landfill on the central portion
of the Marina Property.;
d) Approximately $3,858,661 to reconfigure and reconstruct parking areas on the Marina
Property;
e) Approximately $1,954,459 for the grading and construction of flexible -use recreation
fields on the Marina Property;
0 Approximately $777,696 for demolition of the existing hotel and grading of the site for
potential development of future, upgraded hotel facilities; and
g) Approximately, $4,108,917 for construction and landscaping a Crescent Park and beach
area at the intersection of Oyster Point and Marina Boulevards.
1602004.2 10
11. SAN
FISCAL IMPACT
CONCLUSION
StaffReport
DATE: March 2, 2011
TO: The Honorable City Council
FROM: Jim Steele, Finance Director
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN
FRANCISCO MAKING FINDINGS PURSUANT TO HEALTH AND SAFETY
CODE SECTION 33445 RELATED TO THE REDEVELOPMENT AGENCY'S
FORGIVING A LOAN MADE TO THE PARKING ENTERPRISE FUND TO PAY
FOR THE CONSTRUCTION OF THE MILLER AVENUE DOWNTOWN
PARKING GARAGE
RECOMMENDATION
It is recommended that the City Council approve the attached resolution which makes findings
pursuant to Health and Safety Code Section 33445 and consents to the Redevelopment Agency
forgiving a loan made to the Parking Enterprise Fund to pay for construction of the Miller Avenue
Downtown Parking Garage.
BACKGROUND /DISCUSSION
Pursuant to prior capital improvement program budget approvals., the costs of construction of the Miller
Avenue Parking Garage have been advanced to the Parking Enterprise Fund from the Redevelopment
Agency (Agency) because the Parking District did not have sufficient funds to pay for the construction of
the garage. Agency staff is recommending in a separate report to the Agency Board that the advances
from the Agency to the Parking Enterprise Fund be forgiven. In order to forgive this loan, the Council
also needs to make findings pursuant to Health and Safety Code Section 33445, as presented in the
attached Resolution.
A total of $10.7 million has been spent to date on the Parking Garage through loans made by the Agency
to the Parking Enterprise Fund. Those loans will be forgiven by the Redevelopment Agency under
separate action.
Adopting the attached resolution will confirm the Council's consent to using Agency funds for the
construction of the Miller Avenue Parking Garage.
1603233.1
City Council Staff Report
Resolution Consenting to Use of Redevelopment Agency Funds for Construction of the Downtown
Parking Garage
March 2, 2011
Page 2 of 2
By:
Jim : -le
Fin. • Director
Attachment: Resolution
Approve
. Nagel
City Manager
RESOLUTION NO.
A RESOLUTION OF CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO
MAKING VARIOUS FINDINGS CONSISTENT WITH SECTION 33445 OF THE
CALIFORNIA HEALTH AND SAFETY CODE RELATED TO THE
REDEVELOPMENT AGENCY'S FORGIVING A LOAN MADE TO THE PARKING
ENTERPRISE FUND TO PAY FOR THE CONSTRUCTION OF THE MILLER AVE.
DOWNTOWN PARKING GARAGE
WHEREAS, in accordance with the Capital Irnprovement Program Budget
adopted for 2010 -11 on July 28, 2010 pursuant to Resolution 74 -2010, the
Redevelopment Agency (the Agency) has provided cash advances to the Downtown
Parking Enterprise Fund to accomplish the completion of the Miller Ave. Parking Garage
(the Garage); and
WHEREAS, pursuant to Section 33445 of the California Health and Safety Code, the
Agency may, with the consent of the City Council of the City of South San Francisco pay
for the cost of construction of a parking structure that is publicly owned and located
within the Project Area if the Agency makes findings based upon substantial evidence as
follows below.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San
Francisco makes findings that:
(1) The Downtown Central Redevelopment Project area businesses will
benefit from the provision of additional parking in the downtown area, and therefore the
construction of a parking garage that is publicly owned is of benefit to the Project Area;
and
(2) A parking garage in the Downtown Central Project area will help
eliminate blight by encouraging new businesses to locate in the downtown and will also
encourage existing businesses to re- invest in the downtown area, and therefore the
construction of the parking garage that is publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area; and
(3) No other reasonable means of financing construction of a parking
garage that is publicly owned are available to the community; and
(4) Construction of a parking garage that is publicly owned is consistent with
the Redevelopment Agency's implementation plan adopted pursuant to California
Redevelopment Law Section 33490.
BE IT FURTHER RESOLVED that all funds loaned or advanced from the
Redevelopment Agency to the Downtown Parking Enterprise Fund to complete the
Miller Ave. Parking Garage are hereby forgiven; and
BE IT FURTHER RESOLVED THAT any encumbrances or budgets in place to
complete the Miller Ave. Parking Garage with funds not yet spent as of the date of the
adoption of this Resolution shall be funded by the Redevelopment Agency.
AYES:
NOES:
ABSTAIN:
ABSENT:
* * *
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the City Council of the City of South San Francisco at a meeting
held on the day of 2011 by the following vote:
ATTEST:
City Clerk
FISCAL IMPACT
Redevelopment Agency
StaffReport
DATE: March 2, 2011
TO: The Redevelopment Agency Board
FROM: Jim Steele, Agency Finance Officer
SUBJECT: A RESOLUTION OF THE BOARD OF THE REDEVELOPMENT AGENCY OF
SOUTH SAN FRANCISCO MAKING VARIOUS FINDINGS AND FORGIVING
ADVANCES MADE FROM THE REDEVELOPMENT AGENCY TO THE
DOWNTOWN PARKING ENTERPRISE FUND
RECOMMENDATION
It is recommended that the Board approve the attached resolution which forgives all advances
made by the Redevelopment Agency to the Downtown Parking Enterprise Fund for costs
associated with the design and construction of the Miller Avenue Parking Garage.
BACKGROUND /DISCUSSION
As the Board may recall, funding for the construction of the Milder Avenue Parking Garage has been
advanced to the Parking Enterprise Fund from the Redevelopment Agency pursuant to the Capital
Improvement Program budget approved on July 28, 2010 (Resolution 74- 2010). The advances were made
by the Agency because the Parking District did not have sufficient funds to pay for the construction of the
garage. The Downtown Parking Enterprise Fund receives revenue from parking meter and parking permit
sales in Downtown Parking District. It would take future parking meter and parking permit sales over 15-
20 years to pay the Agency back for the approximately $10.7 million advanced to the Parking Fund to
date, and doing so would divert funds that could otherwise be used to support other downtown parking
needs that otherwise would not be funded. Therefore, staff recommends that all advances from the
Agency to the Parking Fund be forgiven. The attached resolution forgives all such advances, and also
transfers any remaining budgets that would have been funded from advances to be obligations of the
Redevelopment Agency. The attached Resolution also makes various findings consistent with the
California Health and Safety Code on the use of Agency funds for public improvements.
A total of $10.7 million has been spent on the Parking Garage to date. Forgiving the loans from the
Agency to the Parking Enterprise Fund will facilitate other parking improvements in the Downtown area
that otherwise could not be funded.
Redevelopment Agency Staff Report
Forgiveness of Funds Advanced to the Downtown Parking Enterprise Fund
March 2, 2011
Page 2 of 2
CONCLUSION
Adopting the attached resolution will facilitate the ability of the Parking District to fund needed parking
improvements it otherwise would not be able to fund if it had to pay back the $10.7 million in advances
to the Agency. No other sources of funding exist for those other improvements.
By:
Approved'.
Jim S -ele Barry M. Nagel
Agency Finance Officer Executive Director
Attachment: Resolution
RESOLUTION NO.
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA.
A RESOLUTION OF THE BOARD OF THE REDEVELOPMENT AGENCY OF
SOUTH SAN FRANCISCO MAKING VARIOUS FINDINGS CONSISTENT WITH
SECTION 33445 OF THE CALIFORNIA HEALTH AND SAFETY CODE AND
FORGIVING ADVANCES MADE FROM THE REDEVELOPMENT AGENCY TO
THE DOWNTOWN PARKING ENTERPRISE FUND
WHEREAS, in accordance with the Capital Improvement Program Budget
adopted for 2010 -11 on July 28, 2010 pursuant to Resolution 74 -2010, the
Redevelopment Agency (the Agency) has provided cash advances to the Downtown
Parking Enterprise Fund to accomplish the completion of the Miller Avenue Parking
Garage (the Garage); and
WHEREAS, pursuant to Section 33445 of the California Health and Safety Code, the
Agency may, with the consent of the City Council of the City of South San Francisco pay
for the cost of construction of a parking structure that is publicly owned and located
within the Project Area if the Agency makes findings based upon substantial evidence as
follows below.
NOW, THEREFORE, BE IT RESOLVED, by the Board of the Redevelopment Agency
that:
(1) The Downtown Central Project area businesses will benefit from the
provision of additional parking in the downtown area, and therefore the construction of a
parking garage that is publicly owned is of benefit to the Project Area; and
(2) A parking garage in the Downtown Central Project area will help
eliminate blight by encouraging new businesses to locate in the downtown and will also
encourage existing businesses to re- invest in the downtown area, and therefore the
construction of the parking garage that is publicly owned benefits the Project Area by
helping to eliminate blight within the Project Area; and
(3) No other reasonable means of financing construction of a parking
garage that is publicly owned are available to the community; and
(4) Construction of a parking garage that is publicly owned is consistent with
the Redevelopment Agency's implementation plan adopted pursuant to California
Redevelopment Law Section 33490.
BE IT FURTHER RESOLVED, by the Board of the Redevelopment Agency that all
funds loaned or advanced from the Redevelopment Agency to the Downtown Parking
Enterprise Fund to complete the Miller Avenue Parking Garage are hereby forgiven; and
BE IT FURTHER RESOLVED THAT any encumbrances or budgets in place to
complete the Miller Avenue Parking Garage with funds not :yet spent as of the date of the
adoption of this Resolution shall be funded by the Redevelopment Agency.
*
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the Board of the Redevelopment Agency of the City of South San Francisco
at a meeting held on the day of 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
*
ATTEST:
City Clerk
J III Sit*
y
Redevelopment Agency
StaffReport
DATE: March 2, 2011
TO: The Redevelopment Agency Board
FROM: Jim Steele, Agency Finance Officer
SUBJECT: RESOLUTION AUTHORIZING THE EXECUTPVE DIRECTOR TO MAKE A
PAYMENT TO SAN MATEO COUNTY FOR THE SHARE OF THE
REDEVELOPMENT AGENCY'S OBLIGATION TO THE COUNTY TO
REIMBURSE GENENTECH INC. FOR PROPERTY TAXES THAT WERE
ORDERED REFUNDED BY THE SAN MATED COUNTY SUPERIOR COURT
RECOMMENDATION
It is recommended that the Board approve the attached resolution which authorizes the Executive
Director to make a payment to San Mateo County for the Redevelopment Agency's (Agency) share
of a prior year property tax refund ordered by the San Mateo County Superior Court, and
amending the 2010 -11 Redevelopment Agency operating budget.
BACKGROUND/DISCUS SION
As the Board may recall, on March 21, 2008 Superior Court Judge Carol L. Middlesteadt issued allotice
of Entry of Writ of Mandate and Remand instructions (the judgment) to the County of San Mateo (the
County) to refund prior years' property taxes paid by Genentech Inc. (Case No. CIV 456781). The Board
may also recall that the nature of the judgment was based on a clerical error in the way the appeals were
heard and noticed by the County Property Tax Appeals Board.
Under property tax refund procedures, any refunds that accrue to an area within a Redevelopment Agency
borders must be refunded directly from that Agency. (Refunds that occur in a general city, non-
Redevelopment Agency boundary, are shared across all taxing entities in San Mateo County). In July
2008, the County initially sent the Agency a notice that it would be obligated to remit $8,895,865.
However, the County then indicated that it was continuing to seek payment terms from Genentech and
perhaps wrap up the payment into the terms of other property tax appeals that were ongoing.
Due to the Governor's proposal to eliminate Redevelopment Agencies, staff believes it would be
expeditious to work with the County to get a final billing for the Agency's obligation for the Genentech
refund over the next 30 days, and issue payment. That payment would remove the obligation from the
Agency's books and would clarify somewhat the financial position of the Agency, which would be a
positive development if the Governor's proposal is successful.
Redevelopment Agency Staff Report
County Property Tax Refund
March 2, 2011
Page 2 of 2
FISCAL IMPACT
$8.9 million has already been booked as a liability (that is, reduced from reserves) for the Genentech
property tax refund. Approval of the attached resolution authorizes the Executive Director to make a
payment to the County. The attached resolution gives the City Manager a not to exceed authority of $10.0
million. Staff believes the amount, with accumulated interest, will be closer to $9.25 million. Staff will
not make the payment without an invoice and reconciliation from the County Controller's Office.
CONCLUSION
Adopting the attached resolution will provide for an expeditious payment of property taxes owned to
Genentech per Court order, and will therefore clarify the Agency's financial standing in its financial
statements.
By:
Jim ,teele
Agency Finance Officer
Attachment: Resolution
Approve
. Nagel
Executive Director
RESOLUTION NO.
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION OF THE BOARD OF THE REDEVELOPMENT
AGENCY OF SOUTH SAN FRANCISCO AUTHORIZING THE
EXECUTIVE DIRECTOR TO MAKE A PAYMENT TO SAN MATEO
COUNTY FOR THE SHARE OF THE REDEVELOPMENT AGENCY'S
OBLIGATION TO THE COUNTY TO REIMBURSE GENENTECH INC.
FOR PROPERTY TAXES THAT WERE ORDERED REFUNDED BY
THE SAN MATEO COUNTY SUPERIOR COURT
WHEREAS, on or around March 21, 2008 Superior Court Judge Carol L.
Middlesteadt issued a Notice of Entry of Writ of Mandate and Remand instructions (the
judgment) to the County of San Mateo to refund prior years' property taxes paid by
Genentech Inc. (Case No. CIV 456781); and
WHEREAS, as a result of that judgment the Redevelopment Agency of the City
of South San Francisco (the Agency) would have future tax increment deducted from its
share of property tax payments; and
WHEREAS, the County and Genentech continue to discuss these and other
related property tax appeals related to other years; and
WHEREAS, the Redevelopment Agency Board of South San Francisco (the
Board) believes it would be expeditious to pay the County of San Mateo for the share of
the judgment that the Agency will end up owing in the future, given the uncertainty over
the future status of Redevelopment Agencies in the State of California; and,
WHEREAS, the County of San Mateo estimated that the South San Francisco
Redevelopment Agency' s share of the judgment to be $8,895,865 as of July 16, 2008;
and,
WHEREAS, the County may assess additional interest accruals on that balance
prior to receiving the payment from the County; and,
WHEREAS, staff has already booked $8.9 million as a liability in the
Redevelopment Agency' s financial statements, meaning, has already reduced reserves to
cover this payment, but the payment has not yet been budgeted.
NOW, THEREFORE, BE IT RESOLVED, by the Board that if the State of California
takes action to terminate the activities of the Redevelopment Agency with an effective
date of prior to June 30, 2011, the Agency Executive Director is hereby authorized to pay
the County of San Mateo a total of not to exceed $10,000,000 to reflect the final amount
provided by the County, including interest that may have accumulated since 2008, and
the Redevelopment Agency operating budget is hereby correspondingly increased. Funds
have been set aside as a liability to fund this obligation.
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the Redevelopment Agency Board of the City of South San Francisco at a
meeting held on the day of 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
City Clerk
Staff Report
DATE: March 2, 2011
TO: The Redevelopment Agency Board
FROM: Marty Van Duyn, Assistant Executive Director
SUBJECT: RESOLUTIONS APPROVING (1) THE APPROPRIATION OF $2,500,000 OF
MERGED REDEVELOPMENT PROJECT AREA FUNDS TO THE LOW AND
MODERATE INCOME HOUSING FUND FOR THE DEVELOPMENT OF
AFFORDABLE HOUSING BY GIFFRA ENTERPRISES LLC AND (2) THE
APPROPRIATION OF $9,989,000 OF MERGED REDEVELOPMENT PROJECT
AREA FUNDS TO THE LOW AND MODERATE INCOME HOUSING FUND FOR
THE DEVELOPMENT OF AFFORDABLE HOUSING BY AFFILIATES OF MID-
PENINSULA HOUSING CORPORATION
RECOMMENDATION
Staff recommends that the Redevelopment Agency Board approve: (1) a resolution approving
the appropriation of $2.5 million of the Merged Redevelopment Project Area Funds (commonly
known as the 80% non - housing restricted funds) to the Low and Moderate Income Housing
Fund for the development of affordable housing by Giffra Enterprises LLC, and (2) a resolution
approving the appropriation of $9,989,000 of Merged Project Area Funds to the Low and
Moderate Income Housing Fund for the development of affordable housing by affiliates of Mid -
Peninsula Housing Corporation.
BACKGROUND
On February 23, 2011, the Redevelopment Agency Board approved an Owner Participation and Loan
Agreement ( "Giffra OPA ") with Giffra Enterprises LLC ( "Giffra ") for the purpose of rehabilitating
two single- occupancy hotels located at 228 and 236 Grand Avenue into housing affordable to
moderate - income households ( "Giffra Project "). Pursuant to the Giffra OPA, the Redevelopment
Agency will provide a loan of $2.5 million to Giffra for the construction of the Giffra Project ( "Giffra
Loan "), and Giffra will contribute $250,000. The Giffra Project will create ten (10) new two - bedroom
residential units affordable to moderate - income households.
On February 9, 2011, the Redevelopment Agency Board, with the City Council's consent, approved
several agreements with Mid -Pen South City LLP ( "MP ") and Mid -Pen South City II LLP ( "MP II ")
for the ground lease, development and construction of a mixed -use residential and commercial
development located at 636 El Camino Real and consisting of two phases as follows:
Staff Report
Subject: RESOLUTIONS APPROVING (1) THE APPROPRIATION OF $2,500,000 OF MERGED
REDEVELOPMENT PROJECT AREA FUNDS TO THE LOW AND MODERATE INCOME HOUSING
FUND FOR THE DEVELOPMENT OF AFFORDABLE HOUSING BY GIFFRA ENTERPRISES LLC AND (2)
THE APPROPRIATION OF $10,416,557 OF MERGED REDEVELOPMENT PROJECT AREA FUNDS TO
THE LOW AND MODERATE INCOME HOUSING FUND FOR THE DEVELOPMENT OF AFFORDABLE
HOUSING BY AFFILIATES OF MID- PENINSULA HOUSING CORPORATION
Page 2 of 3
PHASE A: MP will construct sixty -two (62) units of multi- family rental housing (61 units will
be affordable to low- and moderate - income households), common areas, a subterranean parking
garage, and approximately 5700 square feet of commercial retail space.
PHASE B: MP II will construct forty -seven (47) units of rnulti- family rental housing affordable
to low- and moderate - income households, common areas, a subterranean parking garage and
related improvements.
(Phase A and Phase B are hereafter referred to as the "Mid -Pen Project ") MP and MP II are both
affiliates of Mid -Pen Housing Corporation, a nonprofit public benefit corporation, and are committed
to creating affordable housing for low- and moderate - income households. To assist in financing the
construction of the Mid -Pen Project, the Redevelopment Agency has agreed to provide residual
receipts loans to MP in the amount of $4,290,373 (the "Phase A ]Loan ") and to MP II in the amount of
$5,698,627 (the "Phase B Loan "). These amounts are inclusive of $480,000 loaned to Mid -Pen for pre -
development activities. In addition, the Redevelopment Agency, MP and MP II have executed an
Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants for the Mid -Pen
Project to restrict the residential units for low- and moderate - income households for 75 years. The
Mid -Pen Project will therefore create 108 units of housing affordable to low- and moderate - income
households, thereby benefiting the El Camino Corridor Project Area.
The Giffra Loan, Phase A Loan and Phase B Loan are to be funded by the Redevelopment Agency's
Low and Moderate Income Housing Fund ( "Housing Fund ").
DISCUSSION
Pursuant to Section 33071 of the California Community Redevelopment Law (Health and Safety Code
Section 33000 et seq, "CRL "), the California Legislature has found and declared that a fundamental
purpose of redevelopment is to expand the supply of low- and moderate - income housing. Indeed, the
California Legislature has determined that the provision of housing is itself a fundamental purpose of
the CRL and that a generally inadequate statewide supply of decent, safe, and sanitary housing
affordable to persons and families of low or moderate income, threatens the accomplishment of the
primary purposes of the CRL, including job creation, attracting new private investments, and creating
physical, economic, social, and environmental conditions to remove and prevent the recurrence of
blight. (CRL §33334.6) Furthermore, the California Legislature has determined that the provision of
affordable housing by redevelopment agencies and the use of taxes allocated to the Agency pursuant to
Section 33670(b) of the CRL ( "Tax Increment ") is of statewide benefit and of particular benefit and
assistance to all local governmental agencies in the areas where the housing is provided. (CRL
§33334.6)
Pursuant to Section 33334.2(a) of the CRL, the Redevelopment Agency sets aside not less than twenty
percent (20 %) of Tax Increment for the Redevelopment Agency's Housing Fund. The requirements of
Section 33334.2(a) is a minimum amount, thus the Redevelopment Agency may set -aside additional
Tax Increment for the Housing Fund for the purpose of alleviating blight and benefiting a project area
by providing additional resources for affordable housing projects. The Giffra Project and the Mid -Pen
Staff Report
Subject: RESOLUTIONS APPROVING (1) THE APPROPRIATION OF $2,500,000 OF MERGED
REDEVELOPMENT PROJECT AREA FUNDS TO THE LOW AND MODERATE INCOME HOUSING
FUND FOR THE DEVELOPMENT OF AFFORDABLE HOUSING BY GIFFRA ENTERPRISES LLC AND (2)
THE APPROPRIATION OF $10,416.557 OF MERGED REDEVELOPMENT PROJECT AREA FUNDS TO
THE LOW AND MODERATE INCOME HOUSING FUND FOR THE DEVELOPMENT OF AFFORDABLE
HOUSING BY AFFILIATES OF MID - PENINSULA HOUSING CORPORATION
Page 3 of 3
Project will alleviate blight and benefit their respective project areas by creating new housing
affordable to low- and moderate - income households, new commercial space, and rehabilitated
streetscapes. In order to financial assist the Giffra Project and the Mid -Pen Project, the
Redevelopment Agency desires to set -aside additional Tax Increment for the Housing Fund.
FISCAL IMPACT
The Redevelopment Agency has approved of funding for the Mid -Pen Project and the Giffra Project at
its board meetings on February 9, 2011, and February 23, 2011, respectively, thus no new funding is
required. The appropriation of Tax Increment from the Merged Project Area Redevelopment Fund to
the Low and Moderate Income Housing Fund will decrease the amount of funding for non - housing
related projects, but will likewise increase the amount of funding for housing related projects.
CONCLUSION
The Giffra Project and the Mid -Pen Project will create new affordable housing and commercial space,
thereby benefit the Downtown Central Project Area and the El Camino Corridor Project Area,
respectively. Therefore, the appropriation of Tax Increment from the Merged Project Area
Redevelopment Fund to the Low and Moderate Income Housing Fund will advance the objectives of
the CRL and the redevelopment plans for the project areas.
By: 7 -- Approved:
Enclosure: Resolutions
1599325.1
Marty Van Duyn Barry M. I` age
Assistant Executive Director Executive Director
Resolution No.
Redevelopment Agency of the City of South San Francisco
State of California
A RESOLUTION APPROVING THE APPROPRIATION OF $9,989,000
OF MERGED PROJECT AREA REDEVELOPMENT FUND TO THE
LOW AND MODERATE INCOME HOUSING FUND FOR THE
DEVELOPMENT OF AFFORDABLE HOUSING BY AFFILIATES OF
MID- PENINSULA HOUSING CORPORATION
WHEREAS, pursuant to authority granted under Community Redevelopment Law
(California Health and Safety Code Section 33000 et seq, "CRL "), the Redevelopment Agency
of South San Francisco (the "Agency ") has the responsibility to implement the Redevelopment
Plan (the "Redevelopment Plan ") for the El Camino Corridor Redevelopment Project Area (the
"Project Area "); and
WHEREAS, the California Legislature has found and declared that a fundamental
purpose of redevelopment is to expand the supply of low- and moderate- income housing (CRL
Section 33071); and
WHEREAS, the California Legislature has determined that the that the provision of
housing is itself a fundamental purpose of the CRL and that a generally inadequate statewide
supply of decent, safe, and sanitary housing affordable to persons and families of low or
moderate income, threatens the accomplishment of the primary purposes of the CRL, including
job creation, attracting new private investments, and creating physical, economic, social, and
environmental conditions to remove and prevent the recurrence of blight (CRL Section 33334.6);
and
WHEREAS, the California Legislature has determined that the provision of affordable
housing by redevelopment agencies and the use of taxes allocated to the Agency pursuant to
CRL Section 33670(b) ( "Tax Increment ") is of statewide benefit and of particular benefit and
assistance to all local governmental agencies in the areas where the housing is provided (CRL
Section 33334.6); and
WHEREAS, pursuant to CRL Section 33334.2(a), the Agency is required to set aside and
deposit not less than twenty percent (20 %) of all Tax Increment into a Low and Moderate
Income Housing Fund; and
WHEREAS, the Low and Moderate Income Housing Fund shall be used by the Agency
for the purposes of increasing, improving, and preserving the City of South San Francisco's
supply of low -and moderate - income housing available at affordable housing cost; and
WHEREAS, pursuant to CRL Section 33334.2(g)(1), the Agency may use the Low and
Moderate Income Housing Fund outside of the Project Area, provided that it benefits the Project
Area; and
WHEREAS, MP South City LLP, a California limited partnership ( "MP "), an affiliate of
Mid - Peninsula Housing Corporation, a California nonprofit public benefit corporation, owns that
certain real property located in the City of South San Francisco ( "City ") adjacent to the Project
Area at 636 El Camino Real and known as San Mateo County Assessor Parcel No 010146040
(the "Property "); and
WHEREAS, on a portion of the Property, MP has proposed the development and
construction of a mixed -used residential development consisting of sixty -two (62) units of multi-
family rental housing affordable to low- and moderate - income households, common areas, a
subterranean parking garage, and approximately 5700 square feet of commercial retail space (the
"Phase A Project "); and
WHEREAS, the Agency has proposed to ground lease the remainder of the Property to
MP South City II LLP, a California limited partnership, an affiliate of Mid - Peninsula Housing
Corporation ( "MP II" and collectively with MP, hereafter, the "Developers ") for construction of
a mixed -use development consisting of forty -seven (47) units of multi - family rental housing
affordable to low- and moderate - income households, common areas, a subterranean parking
garage and related improvements (the "Phase B Project," and collectively with the Phase A
Project, hereafter, the "Project "); and
WHEREAS, in connection with the Project, the Developers have agreed to restrict 61 of
the residential units in the Phase A Project for occupancy by low- and moderate - income
households for a period of 75 years and restrict 47 of the residential units in the Phase B Project
for occupancy by low- and moderate - income households for a period of 75 years; and
WHEREAS to assist in financing the construction of the Project, the Agency has agreed
to provide residual receipts loans to MP in the amount of $4,290,373 (the "Phase A Loan ") and
to MP II in the amount of $5,698,627 (the "Phase B Loan ") to be funded by the Low and
Moderate Income Housing Fund; and
WHEREAS, the Agency has determined that the development and construction of the
Project is consistent with the Redevelopment Plan and the Implementation Plan for the Project
Area, will be of benefit to the Project Area, will further the goals of the Redevelopment Plan, and
will increase the supply of housing affordable to low- and moderate- income households; and
WHEREAS, pursuant to Resolution , the Agency and the Developers entered into
several agreements, including ground leases, loan agreements, deeds of trust and regulatory
agreements) related to the development and construction of the Project; and
WHEREAS, in furtherance of the goals of redevelopment, Agency desires to set aside
and deposit an additional Nine Million, Nine Hundred Eighty Nine Thousand Dollars
($9,989,000) of Tax Increment from the Merged Project Area Redevelopment Fund into the Low
and Moderate Income Housing Fund for the purpose of partially financing the Project and
creating low- and moderate - income multi - family rental housing in the City and adjacent to the
Project Area;
NOW THEREFORE, BE IT RESOLVED, by the Redevelopment Agency of the City
of South San Francisco that it hereby:
1 Finds that the development of affordable housing for low- and moderate - income
households is a fundamental purpose of redevelopment within the Project Area;
2. Finds that the development and construction of the Project pursuant to the
Redevelopment Plan will facilitate the development of housing affordable for low- and
moderate - income households in accordance with Section 33071 of the CRL.
3. Finds that the Project will be of benefit to the Project Area, will further the goals
of the Redevelopment Plan pursuant to the CRL, and will be consistent with the Implementation
Plan adopted in connection therewith.
4. Appropriates $9,989,000 from Tax Increment: form the Merged Project Area
Redevelopment Fund to the Low and Moderate Income Housing Fund for the purpose of
partially financing the Project.
5. Authorizes the Executive Director or his designee to take such actions as
necessary to carry out the intent of this Resolution.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
Redevelopment Agency of the City of South San Francisco at a meeting held on this day
of March 2011 by the following vote:
AYES:
NOES:
AB STAIN:
ABSENT:
ATTEST:
1599310.1
AGENCY SECRETARY
Resolution No.
Redevelopment Agency of the City of South San Francisco
State of California
A RESOLUTION APPROVING THE APPROPRIATION OF $2,500,000
OF MERGED PROJECT AREA REDEVELOPMENT FUNDS TO THE
LOW AND MODERATE INCOME HOUSING FUND FOR THE
DEVELOPMENT OF AFFORDABLE HOUSING BY GIFFRA
ENTERPRISE LLC
WHEREAS, pursuant to authority granted under Community Redevelopment Law
(California Health and Safety Code Section 33000 et seq, "CRL "), the South San Francisco
Redevelopment Agency has the responsibility to implement the redevelopment plan adopted in
1989 by the City Council of the City of South San Francisco by Ordinance No. 180596 (as
subsequently amended, the "Redevelopment Plan ") for the Downtown Central Redevelopment
Project Area (the "Project Area "); and
WHEREAS, the California Legislature has found and declared that a fundamental
purpose of redevelopment is to expand the supply of low- and moderate- income housing (CRL
Section 33071); and
WHEREAS, the California Legislature has determined that the that the provision of
housing is itself a fundamental purpose of the CRL and that a generally inadequate statewide
supply of decent, safe, and sanitary housing affordable to persons and families of low or
moderate income, threatens the accomplishment of the primary purposes of the CRL, including
job creation, attracting new private investments, and creating physical, economic, social, and
environmental conditions to remove and prevent the recurrence of blight (CRL Section 33334.6);
and
WHEREAS, the California Legislature has determined that the provision of affordable
housing by redevelopment agencies and the use of taxes allocated to the Agency pursuant to
CRL Section 33670(b) ( "Tax Increment ") is of statewide benefit and of particular benefit and
assistance to all local governmental agencies in the areas where the housing is provided (CRL
Section 33334.6); and
WHEREAS, pursuant to CRL Section 33334.2(a), the Agency is required to set aside and
deposit not less than twenty percent (20 %) of all Tax Increment into a Low and Moderate
Income Housing Fund ( "Housing Fund "); and
WHEREAS, the Housing Fund shall be used by the Agency for the purposes of
increasing, improving, and preserving the City of South San Francisco's supply of low -and
moderate - income housing available at affordable housing cost; and
WHEREAS, Giffra Enterprise, LLC, ( "Owner ") is the owner of two single -room
occupancy hotels located in the Project Area at 228 and 236 Grand Avenue in the City of South
San Francisco ( "City ") and known as San Mateo County Assessor's Parcel Nos. 10331502 and
130141025 (the "Property "); and
WHEREAS, Owner has proposed to rehabilitate the Property in order to, among other
improvements, convert the existing hotel units into apartment units that will be affordable to
moderate - income households and renovate the common areas (all of the foregoing, collectively,
the "Project "); and
WHEREAS, the Agency has determined that the rehabilitation of the Property is
consistent with the Redevelopment Plan and the Implementation Plan for the Project Area, will
be of benefit to the Project Area, will further the goals of the Redevelopment Plan by improving
the street scape appearance of the Property, and will increase the supply of housing affordable to
moderate - income households; and
WHEREAS, pursuant to Resolution , the Agency and Owner entered into that
certain Owner Participation and Loan Agreement ( "Agreement ") related to the rehabilitation of
the Property; and
WHEREAS, pursuant to the Agreement, the Agency will provide a $2,500,000 loan to
Owner for construction of the Project to be funded by the Low and Moderate Income Housing
Fund; and
WHEREAS, in furtherance of the goals of redevelopment, Agency desires to set aside
and deposit additional Tax Increment from the Merged Project Area Redevelopment Fund into
the Low and Moderate Income Housing Fund for the purpose of partially financing the Project
and creating affordable housing in the Project Area and the City;
NOW THEREFORE, BE IT RESOLVED, by the Redevelopment Agency of the City of
South San Francisco that it hereby:
1 Finds that the development of affordable housing for moderate - income
households is a fundamental purpose of redevelopment within the Project Area;
2. Finds that the rehabilitation of the Property and development of the Project
pursuant to the Redevelopment Plan and in accordance with the Agreement will facilitate the
development of housing affordable for moderate- income households in accordance with
Section 33071 of the CRL.
3. Finds that the Project will be of benefit to the Project Area, will further the goals
of the Redevelopment Plan, and will be consistent with the Implementation Plan adopted
in connection therewith.
4. Appropriates Two Million Five Hundred Thousand Dollars ($2,500,000) from
Tax Increment from the Merged Project Area Redevelopment Fund to the Low and Moderate
Income Housing Fund for the purpose of partially financing the Project.
5. Authorizes the Executive Director or his designee to take such actions as
necessary to carry out the intent of this Resolution.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
Redevelopment Agency of the City of South San Francisco at a meeting held on this day
of March 2011 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
1599296.1
AGENCY SECRETARY
Additional Staff Reports distributed tomorrow, March 1,
2011.