CONTRACT AGREEMENT APPROVAL ROUTING FORM
ROUTING: ECD →VENDOR → CAO→ CMO →CLK→ ECD DATE 12/28/2023 DEPT ID 10120 VENDOR Eden Housing SCOPE/DESCRIPTION 2nd Amendment to the Purchase and Sale Agreement of 201 Baden Originating Dept.: ECD PM Danielle Thoe EXT. 8526 ADMIN Geneva Mendoza EXT. 6632 TYPE OF CONTRACT Other - Describe 2nd Amendment to the Purchase and Sale Agreement Amendment Additional Funds SSF BL# Budget PROCUREMENT METHOD: CONTRACT AMOUNTS Not Applicable APPROVAL AUTHORITY: Purchase Item from Annual Budget approval has explicit CM approval INSURANCE REQUIREMENTS: Waivers Requested? NO BUDGETARY: Included in Budget (Simpler report attached showing amounts) FUNDING TYPE: LOCAL (GF) PO Requisition: AMOUNT PROJECT STRING ACCOUNTING STRING ATTACHMENTS: SIR Questionnaire Agreements and All Exhibits Certificate of Insurance, naming City of South San Francisco as Additional Insured DEPARTMENT HEAD ACKNOWLEDGEMENT: Date: The contract, amendments, exhibits, insurance requirements/waivers and attachments have been reviewed and included. Comments: CITY ATTORNEY APPROVAL OF ENTIRE AGREEMENT: Have there been any changes to the contract template? Name of Reviewer Date: ASSISTANT CITY MANAGER’S APPROVAL: DATE: City Manager Manager on behalf of Council Council FINAL APPROVAL: Date: CITY CLERK: ✔ Attest ✔ Keep a copy for your files ✔ Return to Originating Dept. [explain] DocuSign Envelope ID: AB38E73E-C3F7-4D65-B6B2-A23FB4E89F45 January 24, 2024 | 7:3
January 24, 2024 | 9:3
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made effective as of 11/08/2023, by and between CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“Seller”) and FIREHOUSE LIVE LLC, a California limited liability company (“Buyer”).
RECITALS
A. Seller and Eden Housing Inc., a California nonprofit public benefit corporation (“Eden”) entered into that certain Purchase And Sale Agreement And Joint Escrow Instructions dated November 16, 2021 (the “Original Agreement”) with respect to that certain real property located at 201 Baden Avenue, South San Francisco, California as more particularly described in the Original Agreement. The Original Agreement was amended by a First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of December 14, 2022 (“First Amendment” and together with the Original Agreement, the “Agreement”), attached hereto as Exhibit A.
B. In addition, Eden assigned its interest in the Agreement to Buyer pursuant to an Assignment and Assumption of Purchase Agreement dated December 20, 2022.
C. On December 30, 2022, Buyer acquired the Property. However, pursuant to the First Amendment, Buyer’s acquisition of the Property was subject to certain post-closing obligations, including the obligation to attempt to negotiate a purchase and sale agreement with the owner of the KFC/Taco Bell Site. Buyer has determined that further efforts to acquire the KFC/Taco Bell Site would not be successful and therefore desires to proceed with the construction of an affordable housing project on the Property consisting of approximately 50 to 60 units as described in the Agreement (“Affordable Housing Project”).
D. The Seller has agreed that it will not require Buyer to reconvey the Property to Seller as Buyer agrees to develop the Affordable Housing Project and will permit Buyer to seek all necessary approvals to permit Buyer to seek approvals to construct the Affordable Housing Project.
E. Buyer and Seller desire to amend the post-closing obligations in the Agreement to reflect the changed circumstances described above.
AGREEMENT
NOW, THEREFORE, or and in consideration of the mutual covenants and agreements contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows:
1. Amendment to Agreement. Buyer and Seller hereby amend the Agreement as follows:
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(a) The Buyer’s post closing obligation under Section 6(b)(v) (purchase agreement with the owner of the KFC/Taco Bell Site) is hereby deleted. (b) The Seller’s post-closing condition under Section 6(c)(iv) (purchase agreement with the owner of the KFC/Taco Bell Site) is hereby deleted (c) Section 6(f)(vii) and 6(f)(ix) (relating to a purchase agreement with the owner of the KFC/Taco Bell Site) is hereby deleted
(d) Pursuant to Section 6(h), Buyer agrees to develop and construct the Affordable Housing Project at the Property. As a condition for Seller agreeing to Buyer developing the Affordable Housing Project, Seller and Buyer agree that they shall, within ninety (90) days from the execution of this Amendment and concurrently with the development of the Affordable Housing Project, commence negotiation in good faith for the parties to enter into a ground lease where the Property would be leased by Seller to Buyer.
Seller agrees that Buyer shall not be required to re-convey the Property to Seller as long as Buyer proceeds with the development and construction of the Affordable Housing Project and negotiation of the ground lease as provided herein. In the event that Buyer is unable to develop and construct the Affordable Housing Project, the Property shall revert to the City as set forth in Section 6(g). In the event that Seller and Buyer negotiates a mutually acceptable leasehold arrangement for the Property as provided above, Seller and Buyer shall cooperate in good faith to convert the Agreement into a ground lease document and take all necessary steps to effectuate the ground lease, including but not limited to executing a subsequent Agreement amendment. Buyer’s obligation to negotiate and execute a Purchase and Sale Agreement to acquire the KFC/Taco Bell Site pursuant to Section 6(h) is hereby deleted.
(e) The Schedule of Performance shall be amended as shown in Exhibit B, attached hereto.
2. Miscellaneous.
(a) California Law. This Amendment shall be construed under and in accordance with the laws of the State of California without reference to choice of law principles which might indicate that the law of some other jurisdiction should apply. (b) Severability; Waiver. In case any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereto, and the remainder of the provisions of this Amendment shall continue in full force and effect without impairment. The waiver by either party of a breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach whether of the same or another provision of this Amendment.
(c) Further Acts. Buyer and Seller shall execute such other and further DocuSign Envelope ID: 2AE94B34-544F-4E4C-8844-4797601945FA In Process
DocuSign Envelope ID: AB38E73E-C3F7-4D65-B6B2-A23FB4E89F45
documents and do such further acts as may be reasonably required to effectuate the intent of the parties and carry out the terms of this Amendment
(d) Entire Agreement. Except as expressly amended pursuant to this Amendment, the terms and provisions of the Agreement shall remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby ratify and affirm all their respective rights and obligations under the Agreement.
(e) Counterparts. This Amendment may be signed in counterparts and taken together the counterparts when fully executed will constitute a single agreement. Facsimile or PDF signatures submitted by Seller or Buyer will be accepted as originals on behalf of that party. (f) Incorporation of Recitals and Exhibits. The Recitals set forth in this Amendment and the Exhibits attached to this Amendment are each incorporated into the body of this Amendment as if set forth in full.
IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment on the day and year first above written.
SELLER:
CITY OF SOUTH SAN FRANCISCO
BUYER:
EDEN FIREHOUSE LIVE LLC
a California limited liability company
By: Eden Development Inc., a
APPROVED AS TO FORM:
By:
Sky Woodruff
City Attorney
By:
Sharon Ranals
City Manager
California nonprofit public benefit
corporation, its sole member and
manager
By
ATTEST: Name:
By:
Title:
Rosa Govea Acosta
City Clerk
DocuSign Envelope ID: 2AE94B34-544F-4E4C-8844-4797601945FA Andrea Osgood
Chief of Real Estate Development
In Process
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EXHIBIT B
SCHEDULE OF PERFORMANCE
1 Purchase & Sale Agreement Second
Amendment executed and become effective
Within 30 days of Council approval
2 Entitlement and Planning Application Submittal Within 120 days of PSA Second Amendment agreement executed and
effective
3 Receive Entitlement Approvals from City 9 months following entitlement application
4 Apply for all other soft funding sources
Start applications as soon as
entitlements received. Soft funding
applications estimated to take 18
months
5 Submit Construction Drawings and Permitting
Application
4 months following receipt of all soft
funding sources
6 Apply for tax credit funding
First and all subsequent rounds
following securement of all soft
funding sources – assuming that these
funding sources are still adequate to
complete the project along with the
tax credit award.
7 Start Construction 6 months following securing all
funding
8 Certificate of Occupancy for residential units 30 months following construction commencement
9 Lease Up/ Move-In 3 months following issuance of final certificate of occupancy
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Envelope Id: 2AE94B34544F4E4C88444797601945FA Status: Delivered Subject: Complete with DocuSign: Eden Second Amendment with Exhibits_REVISED 1.18.24.pdf Source Envelope:
Document Pages: 53 Signatures: 0 Envelope Originator:
Certificate Pages: 4 Initials: 0 Geneva Mendoza
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329 Miller Ave
South San Francisco, CA 94080
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IP Address: 199.181.122.2
Record Tracking
Status: Original
1/19/2024 10:57:49 AM
Holder: Geneva Mendoza
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of South San Francisco Location: DocuSign Signer Events Signature Timestamp
Andrea Osgood
[email protected]
Chief of Real Estate Development
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Sent: 1/19/2024 11:03:08 AM
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DocuSign Envelope ID: AB38E73E-C3F7-4D65-B6B2-A23FB4E89F45 Certificate Of Completion
Envelope Id: AB38E73EC3F74D65B6B2A23FB4E89F45 Status: Completed Subject: Complete with DocuSign: Complete_with_DocuSign_Eden_Second_Amendment.pdf, Contract Agreement Ap...
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Document Pages: 58 Signatures: 5 Envelope Originator:
Certificate Pages: 5 Initials: 0 Geneva Mendoza
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Stamps: 1 329 Miller Ave
South San Francisco, CA 94080
[email protected]
IP Address: 199.181.122.2
Record Tracking
Status: Original
1/19/2024 1:29:48 PM
Holder: Geneva Mendoza
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of South San Francisco Location: DocuSign Signer Events Signature Timestamp
Nell Selander
[email protected]
Director, Economic & Community Development
Department
City of South San Francisco
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 199.181.122.2
Sent: 1/19/2024 2:09:51 PM
Viewed: 1/24/2024 7:31:45 PM
Signed: 1/24/2024 7:33:32 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Claire Lai
[email protected]
Approved as to Form- City Attorney
Signing Group: City Attorney
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.210.118.25
Sent: 1/24/2024 7:33:35 PM
Viewed: 1/24/2024 9:35:38 PM
Signed: 1/24/2024 9:36:14 PM
Electronic Record and Signature Disclosure:
Accepted: 1/24/2024 9:35:38 PM
ID: 9af544ae-bf4b-42ba-8f29-691656e52800
Sharon K. Ranals
[email protected]
City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 199.181.122.2
Sent: 1/24/2024 9:36:19 PM
Viewed: 1/25/2024 8:36:36 AM
Signed: 1/25/2024 8:38:07 AM
Electronic Record and Signature Disclosure:
Accepted: 1/25/2024 8:36:36 AM
ID: 543a24b0-2483-46f5-88d3-9f7fa225b6f2
Signer Events Signature Timestamp
Rosa Govea Acosta
[email protected]
City Clerk
City of South San Francisco
Signing Group: City Clerk
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 199.181.122.2
Sent: 1/25/2024 8:38:11 AM
Viewed: 1/25/2024 9:58:47 AM
Signed: 1/25/2024 9:59:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/19/2024 2:09:51 PM
Certified Delivered Security Checked 1/25/2024 9:58:47 AM Signing Complete Security Checked 1/25/2024 9:59:02 AM
Completed Security Checked 1/25/2024 9:59:02 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO City of South San Francisco (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/4/2019 3:56:20 PM Parties agreed to: Claire Lai, Sharon K. Ranals
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact Carahsoft OBO City of South San Francisco:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of South San Francisco of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from Carahsoft OBO City of South San Francisco To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Carahsoft OBO City of South San Francisco To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guidesigning-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify Carahsoft OBO City of South San Francisco as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO City of South San Francisco during the course of your relationship with Carahsoft OBO City of South San Francisco.