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HomeMy WebLinkAbout2003-05-28 e-packetSPECIAL MEETING SOUTH SAN FRANCISCO CAPITAL IMPROVEMENT FINANCING AUTHORITY 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: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE MAY 28, 2003 6:45 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the South San Francisco Capital Improvement Financing Authority of the City of South San Francisco will hold a Special Meeting on Wednesday, the 28th day of May, 2003, at 6:45 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve the minutes of December 11, 2002 o Resolution authorizing the issuance and sale of 2003 Refunding Revenue Bonds approving a Second Amended and Restated Conference Center Use Agreement, Escrow Deposit and Trust Agreement, Official Statement, and authorizing official actions o Adjournment Date: May 28, 2003 To: Capital Improvement Financing Authority From: Director of Finance S ubj ect: APPROVAL OF RESOLUTION ASSOCIATED WITH A BOND REFINANCING FOR 1993 CONFERENCE CENTER BONDS RECOMMENDATION: It is recommended that the City of South San Francisco Capital Improvement Financing Authority approve the attached Resolution that authorizes: the issuance of refinancing bonds; a purchase contract with Sutter Securities as thc underwriter for the refinancing; an amended Conference Center Use Agreement; an Escrow Deposit and Trust Agreement with U.S. Bank; a Preliminary Official Statement; an Indenture of Trust with Bank of New York (BNY Western Trust Company of California); that City staff take actions in order to carry out a bond refinancing of the 1993 Conference Center Bonds. BACKGROUND/DISCUSSION: In August 1993, the City Council, acting as the City of South San Francisco Capital Improvement Authority (the Authority), approved the sale of $6.76 million in revenue bonds to refinance the 1991 Conference Center bonds that had paid for the construction of the Conference Center. The bonds are secured by a pledge by the City Council of the special hotel tax approved by South San Francisco voters of $2.50 per occupied hotel room per night. That special tax is levied by hotels in South San Francisco on hotel guests. Neither the 1993 bonds, nor the proposed refinanced 2003 bonds are obligations of the City, and do not impact the General Fund. Staff reported in March that given that interest rates are currently at a historical low, the City has the opportunity to refinance the 1993 bonds again to save on interest payments over the life of the bonds. The current bonds have a principal amount of $5.35 million and an average interest rate of about 6%. They can be refinanced for an average interest rate that will depend on market conditions at the time of the sale, but potentially could be sold for an average interest rate of 3.9%, lowering debt service costs for the Conference Center. Staff Report Subject: Approval of Resolution Associated with a Bond Refinancing for 1993 Conference Center Bonds Page 2 Authority action is now required to proceed with the refinancing opportunity in time to tap into the low interest rates and meet the upcoming September 1 st bond call date. Staff therefore requests that the Authority approve the attached Resolution that takes the following actions: Authorizes the issuance of bonds provided that at least a 5% present value savings can be realized through the transaction. Preliminary analysis indicated that savings would be around 8.5%, or roughly $45,000 annually; the precise savings won't be known until the time of the bond sale when the exact interest rates are known. Approves the sale of bonds by negotiation with Sutter Securities, the underwriter for this transaction, and approves the Purchase Contract with Sutter Securities attached to this report. 3. Approves an Amended Conference Center Use Agreement. This Agreement: a. Allows the Conference Center Authority to use the Conference Center facility; bo Stipulates that the City and Conference Center will use the proceeds of the $2.50 Conference Center Tax (levied per occupied hotel room), to pay the debt service on these bonds being refinanced; Contains other standard legal requirements for the City, Capital Improvement Financing Authority, and the Conference Center Authority to protect the bondholders (pledging punctual payments, requirement for a bond reserve, etc.) 4. Approves an Escrow Deposit and Trust Agreement with US Bank and an Indenture of Trust with Bank of New York (attached). Approves as being accurate a Preliminary Official Statement (attached), which describes the revenue stream, an overview of the City and Conference Center finances, as well as an overview of the transaction itself to bondholders. 6. Authorizes City staff to take the necessary steps to carry out the refinancing. The City Council, acting in that capacity, is also being asked to approve various actions tonight under a separate agenda item. The Conference Center Authority will be considering these items on June 5. Staff Report Subject: Approval of Resolution Associated with a Bond Refinancing for 1993 Conference Center Bonds Page 3 FISCAL IMPACT: It is estimated that refinancing the 1993 Conference Center bonds will result in roughly $.5 million in net present value savings over the life of the bonds, or about 8.5% savings. This represents an average of about $45,000 annually in debt service savings that will accrue to the Conference Center. Prepared by: Finance Director Michael A. Wils~s~ Executive Director Attachments: Resolution Purchase Contract with SuRer Securities Amended Conference Center Use Agreement Escrow Deposit and Trust Agreement Preliminary Official Statement Indenture of Trust RESOLUTION No. CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING AUTHORITY RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF 2003 REFUNDING REVENUE BONDS (SOUTH SAN FRANCISCO CONFERENCE CENTER), APPROVING A SECOND AMENDED AND RESTATED CONFERENCE CENTER USE AGREEMENT, ESCROW DEPOSIT AND TRUST AGREEMENT, OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the Redevelopment Agency of the City of South San Francisco (the "Agency") and the City of South San Francisco (the "City") have heretofore entered into a Joint Exercise of Powers Agreement dated September 11, t991, establishing the City of South San Francisco Capital Improvements Financing Authority (the "Financing Authority") for the purpose of providing an entity which can assist in providing financing for purposes which are authorized under the Joint Powers Law (Section 6500 et seq. of the California Government Code); and WHEREAS, a transient occupancy tax in the amount of $2.50 per day per room is levied and collected by the City for the exclusive purpose of funding the establishment and maintenance of a conference center in the City (the "Conference Center Tax") pursuant to Ordinance No. 1066-89, adopted by the City Council of the City on July 12, 1989 and approved by the voters on November 7, 1989, and Section 4.20.035 of the City's municipal code; and WHEREAS, the City originally took possession of the land and facilities at 255 South Airport Boulevard (the "Conference Center Site"), pursuant to a long term lease with Erwin W. Mayer and Josephine Anne Mayer, his wife, as landlord (the "Prior Owners"), dated as of December 1, 1989; and WHEREAS, the Financing Authority issued its $5,715,000 1991 Revenue Bonds (Conference Center Project) on November 12, 1991 (the "1991 Bonds") for the purpose of financing the construction of the South San Francisco Conference Center (the "Conference Center"), to be located on the Conference Center Site; and WHEREAS, the 1991 Bonds were secured by Conference Center Payments to be made by the City from proceeds of the Conference Center Tax ("Conference Center Tax Revenues") pursuant to a Conference Center Use Agreement, dated as of November 1, 1991, among the Financing Authority, Bank of America National Trust and Savings Association and the City; and WHEREAS, the City created the South San Francisco Conference Center Authority (the "Conference Center Authority") by adding Chapter 2.78 to the City's Municipal Code, pursuant to Ordinance No. 1111-92, adopted by the City Council of the City onFebruary 26, 1992, as amended from time to time; and WHEREAS, the Financing Authority refunded the 1991 Bonds on August 10, 1993 through the issuance of its $6,505,000 1993 Revenue Bonds (South San Francisco Conference Center) (the "1993 Bonds"); and WHEREAS, the 1993 Bonds were secured by Conference Center Payments to be made by the City from Conference Center Tax Revenues pursuant to an Amended and Restated Conference Center Use Agreement, dated as of August 1, 1993, among the Financing Authority, Bank of America National Trust and Savings Association and the City; and WHEREAS, the City caused to be executed and delivered $6,145,000 1999 Certificates of Participation (the "1999 Certificates") pursuant to a Trust Agreement, dated as of January 1, 1999, among the City, the Financing Authority and U.S. Bank Trust National Association for the purpose of ftmding the acquisition of the Conference Center Site from the Prior Owners, and as a result of such acquisition, the City is currently the owner of the Conference Center Site and the Conference Center; and WHEREAS, the City, the Conference Center Authority, and the Financing Authority wish to realize interest savings at this time by refunding the 1993 Bonds through the issuance of the Financing Authority's 2003 Refunding Revenue Bonds (South San Francisco Conference Center) (the "Bonds"), so long as present value savings of at least five percent of the principal amount of the 1993 Bonds are achieved as a result of the issuance of the Bonds and the refunding of the 1993 Bonds; and WHEREAS, the Bonds are to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (the "Act") constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, and pursuant to an Indenture of Trust dated as of June 1, 2003, (the "Indenture") by and between the Financing Authority and BNY Western Trust Company of California, as trustee (the "Trustee"); and WHEREAS, Jones Hall, a Professional Law Corporation, as disclosure counsel to the City, has caused to be prepared an Official Statement describing the Bonds, the Financing Authority, the Conference Center, the Conference Center Tax, the Conference Center Authority, and the City, a preliminary fonrt of which is on file with the Secretary; and WHEREAS, the Financing Authority has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Financing Authority, the Conference Center Authority and the City. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City of South San Francisco Capital Improvements Financing Authority, as follows: Section 1. Issuance of Bonds. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act and the Indenture for the purposes hereinbefore described, so long as the minimum present value savings to be achieved by the issuance of the Bonds and the refunding of the 1993 Bonds is at least five percent (5%) of the principal mnount of the 1993 Bonds outstanding. The Board hereby approves the Indenture in substantially the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Financing Authority to, the final form of the Indenture for and in the name and on behalf of the Financing Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 2. Sale of Bonds. The Board hereby approves the sale of the Bonds by negotiation with Sutter Securities (the "Underwriter"), pursuant to the Purchase Contract by and between the Financing Authority and the Underwriter, in substantially the form on file with the Treasurer/Secretary together with any changes therein or additions thereto approved by the Executive Director or an authorized representative or designee of the Executive Director, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Purchase Contract shall be executed in the name and on behalf of the Financing Authority by the Executive Director, who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the Financing Authority upon submission of a proposal by the Underwriter to acquire the Bonds, which proposal is acceptable to the Executive Director. The Underwriter's discount on the Bonds shall not exceed 1.1%, and the minimum present value savings to be achieved by the issuance and sale of the Bonds shall be five percent of the principal amount of the 1993 Bonds. Section 3. Approval of Second Amended and Restated Conference Center Use A~reement. The Financing Authority approves the Second Amended and Restated Conference Center Use Agreement (the "Agreement"), dated as of June 1, 2003, by and among the City, the Financing Authority, the Conference Center Authority and the Trustee, in substantially the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director. The Executive Director is authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Second Amended and Restated Conference Center Use Agreement for and in the name and on behalf of the Financing Authority. The Financing Authority hereby authorizes the delivery and performance of the Second Amended and Restated Conference Center Use Agreement. Section 4. Approval of Escrow Deposit and Trust Agreement. The Financing Authority approves the Escrow Deposit and Trust Agreement (the "Escrow Agreement"), dated as of June 1, 2003, by and between the Financing Authority and U.S. Bank National Association, as trustee for the 1993 Bonds, in substantially the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director. The Executive Director is authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Escrow Agreement for and in the name and on behalf of the Financing Authority. The Financing Authority hereby authorizes the delivery and performance of the Escrow Agreement. Section 5. Official Statement. The Financing Authority hereby approves as being accurate those portions of the Preliminary Official Statement describing the Financing Authority, the Conference Center Tax Revenues and the Agreement, in substantially the form submitted by Disclosure Counsel and on file with the Secretary. Distribution of the Preliminary Official Statement by the Underwriter is hereby authorized and approved. The Financing Authority hereby authorizes the distribution of the final Official Statement by the Underwriter. The 3 Executive Director is hereby authorized and directed to approve m~y changes in or additions to a final form of said Official Statement. Section 6. Official Action. The Executive Director, the Finance Director, the Secretary, the Mayor, the City Attorney, and any and all other officers of the Financing Authority are hereby authorized and directed, for and in the name and on behalf of the Financing Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the execution of the Agreement as described herein; provided that the same shall have been approved as to form by the City Attorney. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Capital Improvement Finance Authority of the City of South San Francisco at a special meeting held on the 28th day of May 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk S:\Current Reso's\5-28-03Financing Auth. Resolutionl.doc AGENDA REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM MAY 28, 2003 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meetings of the Redevelopment Agency are held on the second and fourth Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item no.._~t on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE GENERALLY LIMITED TO FIVE (5) MINUTES PER SPEAKER. In the event that there are more than six persons desiring to speak, the Chair may reduce the amount of time per speaker to three (3) minutes. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. PEDRO GONZALEZ Chairman KARYL MATSUMOTO Vice Chair RICHARD A. GARBARINO, SR. Boardmember BEVERLY BONALANZA-FORD Investment Officer MICHAEL A. WILSON Executive Director JOSEPH A. FERNEKES Boardmember RAYMOND L. GREEN Boardmember SYLVIA M. PAYNE Clerk STEVEN T. MATTAS Counsel PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR 1. Motion to approve the minutes of the May 14, 2003 regular meeting 2. Motion to confirm expense claims of May 28, 2003 ADMINISTRATIVE BUSINESS 3. Gateway childcare center project: a) Resolution accepting the conveyance of approximately .7 acres of land from Boston Properties b) Resolution authorizing the execution of a lease agreement with the YMCA c) Resolution awarding construction contract to Coast Side Associates in the amount of $1,957,433 and amending the FY 2002-03 CIP budget to add $1 million from the Gateway bond proceeds ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING MAY 28, 2003 AGENDA PAGE 2 Redevelopment Agency Staff Report DATE: May 28, 2003 TO: Redevelopment Agency Members FROM: Assistant Executive Director SUBJECT: Property Acceptance - Gateway Childcare Center: Resolution to authorize the Executive Director of the Redevelopment Agency to execute the conveyance of approximately 0.7 acres from Boston Properties to the South San Francisco Redevelopment Agency for construction of a childcare center. RECOMMENDATION: It is recommended that the Redevelopment Agency adopt the attached resolution authorizing the Executive Director of the Agency to execute such documents as may be necessary to effect the conveyance of approximately .7 acres from Boston Properties to the South San Francisco Redevelopment Agency for construction of a childcare center. BACKGROUND: In June 2000, the Redevelopment Agency approved a Precise Plan for Boston Properties to construct two office buildings and a parking garage at 611-681 Gateway Boulevard. As part of that approval, Boston Properties agreed to provide to the City an existing landscape strip located along Gateway Boulevard, just south of 601 Gateway Boulevard, for a childcare facility. DISCUSSION: As depicted on the attached Parcel Map the site Consists of approximately 30,330 square feet (-0.7 acres), an easement over approximately 10 parking spaces adjacent to the entry of the proposed childcare center intended primarily as a drop-off/pick-up area, and access to parking for employees in the common parking lot. The terms of the land transaction require that the property be used only as a childcare center, branch library, or limited types of office. The subject site had initially been encumbered by a private landscape easement. As a condition of approval on the Precise Plan approving the Childcare Center, there was a requirement that th/s easement be vacated prior to issuance of any' building perrnits on the site. This easement will be vacated by the Gateway Owner Association, allowing construction of the childcare facility to proceed, concurrent with the property transfer. Staff Report To: Redevelopment Agency Board Re: Property Acceptance - Gateway Childcare Center Date: May 24, 2003 Page 2 of 2 Zoning/Land Use/Redevelopment Area Plan Consistency The acquisition of the property is consistent with the General Plan and Gateway Redevelopment Plan as it furthers the goals of the plans by providing affordable child care to the residents of the City of South San Francisco and employees of businesses within the Plan Area in accordance with Government Code Section 65402. Additionally, the Redevelopment Agency is authorized pursuant to South San Francisco Municipal Code Section 20.57.070 (d) to aid and cooperate with redevelopment projects located within the area in which they are authorized to act, and the acquisition of the property and use as a child care center is consistent with the goals, objectives and policies of South San Francisco Municipal Code Chapter 20.57, Gateway Specific Plan District the Precise Plan adopted pursuant thereto. Environmental Determination In its approval of the Precise Plan for the Gateway Childcare Center, the Redevelopment Agency determined that any potential environmental impacts of the childcare center had been adequately analyzed in the Mitigated Negative Declaration certified in July 2000 for the Boston Properties project (MND-00-020), and that no further environmental analysis was necessary. CONCLUSION: Acquisition of the subject property will enable the Redevelopment Agency to begin construction of the childcare center on the site. The acquisition is found to be consistent with the goals and objectives of the City's General Plan, the Gateway Specific Plan District and the Gateway a~ached Resolution authorizing the Executive Director of the Agency to execute such documents as may be necess~ to effect the convey~ce of the subject prope~, including ~y ~t deeds, Coven~t, Conditions ~d Resections ~d Ce~ificates of Accept~ce, subject to approval as to fo~ by Agency Counsel. Marty Van Duyn Assistant Executive Director ATTACHMENT: Resolution Parcel Map Executive Director RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ACCEPTING THE CONVEYANCE OF APPROXIMATELY 0.7 ACRES FROM BOSTON PROPERTIES TO THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY FOR CONSTRUCTION OF THE GATEWAY CHILDCARE CENTER WHEREAS, staff recommends the conveyance of approximately 0.7 acres from Boston Properties to the South San Francisco Redevelopment Agency for construction of the Gateway Childcare Center as described in the Grant Deed attached hereto as Exhibit A; and, WHEREAS, the acquisition of the property is consistent with the General Plan and Gateway Redevelopment Plan as it furthers the goals of said plans by providing affordable child care to the residents of the City of South San Francisco and employees of businesses within the Plan Area as determined by the Redevelopment Agency pursuant to Government Code Section 65402; and, WHEREAS, the Redevelopment Agency is authorized pursuant to South San Francisco Municipal Code Chapter 20.57.070 (d) to aid and cooperate with redevelopment projects located within the area in which they are authorized to act; and, WHEREAS, the acquisition of the property and use as a child care center is consistent with the goals, objectives and policies of South San Francisco Municipal Code Chapter 20.57, Gateway Specific Plan District the Precise Plan adopted pursuant thereto. NOW THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Redevelopment Agency accepts the conveyance of approximately 0.7 acres from Boston Properties to the South San Francisco Redevelopment Agency for construction of the Gateway Childcare Center. NOW THEREFORE BE IT FURTHER RESOVLED that the Executive Director is hereby authorized to execute such documents as may be necessary to effect the conveyance, including any grant deeds, Covenant, Conditions and Restrictions and Certificates of Acceptance, subject to approval as to form by Agency Counsel. 630266-1 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 ., 2003 by the following vote: AYE S: NOES: ABSTAIN: ABSENT: ATTEST: S:\Current Reso's\4-23~03Grant.deed. Gateway. childcare.res.doc Clerk 630266-1 RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ACCEPTING THE CONVEYANCE OF APPROXIMATELY 0.7 ACRES FROM BOSTON PROPERTIES TO THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY FOR CONSTRUCTION OF THE GATEWAY CHILDCARE CENTER WHEREAS, staff recommends the conveyance of approximately 0.7 acres from Boston Properties to the South San Francisco Redevelopment Agency for construction of the Gateway Childcare Center as described in the Grant Deed attached hereto as Exhibit A; and WHEREAS, the acquisition of the property is consistent with the General Plan and Gateway Redevelopment Plan as it furthers the goals of said plans by providing affordable child care to the residents of the City of South San Francisco and employees of businesses within the Plan Area as determined by the Planning Commission pursuant to Government Code Section 65402; and WHEREAS, the Redevelopment Agency is authorized pursuant to South San Francisco Municipal Code Chapter 20.57.070 (d) to aid and cooperate with redevelopment projects located within the area in which they are authorized to act; and WHEREAS, the acquisition of the property and use as a child care center is consistent with the goals, objectives and policies of South San Francisco Municipal Code Chapter 20.57, Gateway Specific Plan District the Precise Plan adopted pursuant thereto. NOW THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Redevelopment Agency accepts the conveyance of approximately 0.7 acres from Boston Properties to the South San Francisco Redevelopment Agency for construction of the Gateway Childcare Center. BE IT FURTHER RESOVLED that the Executive Director is hereby authorized to execute such documents as may be necessary to effect the conveyance, including any grant deeds, Covenant, Conditions and Restrictions and Certificates of Acceptance, subject to approval as to form by Agency Counsel. 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 ,2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: S:\Current Reso's\Gateway Childcare Center Conveyance Reso.DOC City Clerk RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk-City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 GRANT DEED State of California County of San Mateo Documentary Transfer Tax: EXEMPT Transfer of Property to a Government Agency THIS GRANT DEED is made this __ day of May, 2003 by GATEWAY CENTER LLC, a Delaware limited liability company ("Grantor"), to the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a political subdivision of the State of California (the "Grantee"). WHEREAS, Grantor holds legal title to certain property more particularly described in Exhibit A hereto (the "Property"); and WHEREAS, Grantor desires to convey to Grantee all of its right, title and interest in and to the Property, subject to the terms of this Grant Deed. NOW THEREFORE for such good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby grant, bargain, sell and convey unto the Grantee the Property. TOGETHER WITH all rights of ways, easements, rights, privileges and appurtenances thereto or in any way appertaining, all improvements thereon and all the estate, right, title, interest and claim, either at law or in equity, of Grantor in the said Property. PROVIDED, HOWEVER, this conveyance is made subject to: 1. The liens securing payment of ad valorem taxes for all subsequent years, as well as to those matters of record, or matters that could be disclosed by a visual inspection or accurate survey of the Property, as of the date hereof; 2. Covenants, conditions, restrictions and easements as set forth in that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions for Gateway Center of even date herewith, entered into by and among Grantor, Grantee and others and being recorded in the Official Records of the County of San Mateo, California concurrently herewith, which Second Amendment and the Declaration referred to therein constitute restrictive covenants made pursuant to Section 1468 of the California Civil Code. 557202.02/WLA 88888-740/5-23-022 2! 02,rkll/kll BOSTON PROPERTIES/GATEWAY CENTER [South San Franmsco} CENTEP. 3. IT IS UNDERSTOOD AND AGREED THAT GRANTOR IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY W~TIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN GRANTOR'S WARRANTY OF TITLE SET FORTH HEREIN), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. BY ITS ACCEPTANCE OF THIS GRANT DEED, GRANTEE ACKNOWLEDGES THAT IT HAS NOT RELIED UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF GRANTOR OR ANY AGENT OF GRANTOR. GRANTEE REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF GRANTEE'S CONSULTANTS IN PURCHASING THE PROPERTY AND THAT GRANTEE HAS CONDUCTED SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS GRANTEE DEEMED NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND IS RELYING UPON SAME. BY ITS ACCEPTANCE OF THIS GRANT DEED, GRANTEE ASSUMES THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY GRANTEE'S INSPECTIONS AND INVESTIGATIONS. BY ITS ACCEPTANCE OF THIS GRANT DEED, GRANTEE ACKNOWLEDGES THAT GRANTOR IS CONVEYING TO GRANTEE AND GRANTEE IS ACCEPTING THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS. BY ITS ACCEPTANCF. OF THIS GRANT DEED, GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES, OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY GRANTOR, ANY AGENT OF GRANTOR OR ANY THIRD PARTY. go RELEASE OF CLAIMS: Grantee and anyone claiming by and through or under Grantee hereby waives its fight to recover from and fully and irrevocably releases Grantor and Grantor's respective employees, officers, directors, shareholders, beneficiaries, mortgagees, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors, and assigns and all persons, firms, corporations and organizations in its behalf ("Released Parties") from any and all claims, responsibility, and/or liability that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damages, expenses, demand, action, or cause of action 557202.02/WLA 88888-740/5-23-032 2! 02/kll/kll -2- BOSTON PROPERTIES/GATEWAY CENTER Francmco} .................... ,z [Sc'at:: Sa:: Fra:::iz~o] arising from or related to the condition (including, without limitation, any construction defects, errors, omissions, or other conditions, latent or otherwise, and the presence in the soil, air, structures and surface and subsurface waters of materials or substances that have been or may in future be determined to be hazardous substances or otherwise toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated handled and/or removed from the Property under current or future environmental laws or other Federal, state and local laws, regulations or guidelines), valuation, salability, or utility of the Property, or its suitability for any purpose whatsoever. The foregoing release does not release the Grantor from any claims of contribution or other remedies provided by law based on the actions or activities of Grantor or its contractors, agents, assigns or invitees in connection with remediation of the site, including, but not limited to, the excavation, transportation and disposal of Hazardous Materials from the site, that occurred prior to Grantee accepting the property. Except as provided herein, the release includes claims for which Grantee is presently unaware or which Grantee does not presently suspect to exist which, if known by Grantee, would materially affect Grantee's release of Grantor. Grantee specifically waives the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR." Grantee's Initials 557202.02/WLA 88888-740/5-23-022 2! 0/,qcll/kll -3- BOSTON PROPERTIES/GATEWAY CENTER [South San Franc~sc% .................... z ........ Y IN WITNESS WHEREOF, Grantor and Grantee have caused this Grant Deed to be executed by their respective representatives thereunto duly authorized as of the day and year first above written. "GRANTOR": GATEWAY CENTER LLC, a Delaware limited liability company By: Boston Properties Limited Parmership a Delaware limited partnership Its sole member By: Boston Properties, Inc. a Delaware corporation Its general partner By: Name: Its: "GRANTEE" REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a political subdivision of the State of California By Its: APPROVED AS TO FORM: Steven T. Mattas, Agency General Counsel 557202.02/WLA 88888-740/5-23-0~ 21 02,qcll/ldl -4- BOSTON PROPERTIES/GATEWAY CENTER [South San Francisco, .................... ,~ ......... [Scut!: Sa:: Yrz:;ci:~o] STATE OF ) ) SS. COUNTY OF ) On ., before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF .) ) SS. COUNTY OF ~.) On , before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State 557202.02/~VLA 88888-740/5-23-032 31 O3&lVldl -5- BOSTON PROPERTIES/GATEWAY CENTER [South San Franmsco, .................... ~; .......~.y CENTER [Scutk San Fra::zkco] EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY [TO BE PROVIDED] 557202.02/WLA 88888-740/5-23-022 2! 02.qdl/kll -6- BOSTON PROPERTIES/GATEWAY CENTER [South San Franclscoj .................... .. ......... rc~..,~, c~ Francisco] RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Boston Properties Four Embarcadero Center Lobby Level, Suite One San Francisco, CA 94111 Attention: Mr. Robert Pester (Space Above For Recorder's Use) SECOND AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR GATEWAY CENTER This Second Amendment to Declaration of Covenants, Conditions and Restrictions for Gateway Center ("Second Amendment") is made this day of May 2003, by and among GATEWAY CENTER LLC, a Delaware limited liability company ("Declarant"), BP GATEWAY CENTER LLC, a Delaware limited liability company ("BP"), ARE-681 GATEWAY BOULEVARD, LLC., a Delaware limited liability company ("ARE") and the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a political subdivision of the State of California (the "Agency"). RECITALS A. WHEREAS, Declarant has previously executed and recorded that certain Declaration of Covenants, Conditions and Restrictions for Gateway Center, dated September 24, 2000, and recorded October 2, 2000, as Document No. 2000-122882, in the Official Records of the County of San Mateo, California, as amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions for Gateway Center, dated June 25, 2002, and recorded July 3, 2002, as Document No. 2002-129599, in the Official Records of the County of San Mateo, California, (collectively the "Original Declaration"). B. WHEREAS, the Original Declaration encumbers certain real property located in the County of San Mateo, California, more particularly set forth as on Exhibits "A" and "A-I" attached hereto and made a part hereof, and referred to in the Original Declaration as the "Project"; C. WHEREAS, Declarant is currently the owner of that portion of the Project described on Exhibit "B" attached hereto and made a part hereof (the "Declarant's Parcel"); and D. WHEREAS, BP is currently the owner of that portion of the Project described on Exhibit "C" attached hereto and made a part hereof(the "BP Parcel"); and E. WHEREAS, ARE is currently the Owner of that portion of the Project described on Exhibit "D" attached hereto and made a part hereof (the "ARE Parcel"); and 557153.02AVLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll -1- [South San Francisco] F. WHEREAS, the Agency is currently the Owner of that portion of the Project described on Exhibit "E" attached hereto and made a part hereof (the "Agency Parcel"); and G. WHEREAS, Declarant, BP, ARE and the Agency are the Owners of all of the Parcels in the Project and have the authority to and wish to amend the Declaration on the terms and conditions hereinafter set forth; and H. WHEREAS, as used herein, the term "Declaration" shall mean and refer to the Original Declaration as further amended by this Second Amendment AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Owners hereby amend the Declaration as follows. 1. Definitions. All capitalized terms used in this Second Amendment and not otherwise defined herein, shall have the meaning given such terms in the Declaration. 2. Agency Parcel 2.1. Creation of Agency Parcel and Removal of the Agency Building from Common Area. The Owners acknowledge that concurrent with the execution of this Second Amendment, the Agency has acquired title to the Agency Parcel from Declarant. The Owners further acknowledge that the Agency Parcel is currently designated as a Common Area under the Original Declaration. Notwithstanding anything to the contrary in the Declaration, the Owners hereby agree that upon the recordation of this Second Amendment in the Official Records of the County of San Mateo, California, the entire Agency Building shall be deemed to be removed from the Common Area under the Declaration and that the Agency shall have sole and exclusive use, subject to all the terms and conditions of the Declaration applicable to the Agency Parcel; provided, however, until such time as the Agency Building (as hereinafter defined) is constructed thereon the Agency shall comply with the second, third and fourth sentences of Section 9.7 of the Declaration with respect to the Agency Parcel. The parties further acknowledge that the transfer of the Agency Parcel to the Agency and removal of the Agency Building from the Common Area of the PrQect results in the Agency Parcel becoming a separate Parcel under the Declaration, subject to all terms and conditions of the Declaration, including, but not limited to, the assessment of Common Expenses against such Parcel and the obligation of the Agency, as the Owner of such Parcel, to pay its Proportionate Share of such Common Expenses in accordance with the terms of the Declaration, as amended hereby. 2.2. Agency's Proportionate Share. The Agency intends to construct a day care facility (the "Agency Building") which, when constructed, shall contain approximately eight thousand three hundred (8,300) Square Feet of occupied space and five thousand (5,000) square feet of fenced, outdoor play area. The Agency and all other Owners hereunder acknowledge and agree that the Proportionate Share of the Owner of the Agency Parcel shall be calculated on such combined Square Footage, thirteen thousand three hundred (13,300) square feet and such figure shall be used to re-calculate the Percentage Share of all Owners of the Project and the Proportionate Shares of the Owners shall be adjusted accordingly, pursuant to Section 7.3.1 of the Declaration and provided further, that, upon completion of the Agency Building, the Agency 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll -2 - [South San Francisco] Building may be remeasured in accordance with Section 4.9 of the Declaration and the Proportionate Shares of the Owners shall be further adjusted accordingly, if required, as a result of such remeasurement. 2.3. Restriction on Use of Agency Parcel. Notwithstanding anything to the contrary in the Declaration, the Agency Parcel may be used only for (a) the operation of a child day care center which provides professional, supervised child care which is licensed and in compliance with all applicable laws and regulations ("Day Care Center"); (b) a branch public library; or (c) a public office facility which satisfies each and every one of the following requirements (collectively, the "Agency Office Use Requirements") at all times during such public office use: (i) such public office facility is an amenity to the Project, (ii) such public office facility is compatible and harmonious with a Class A, high-rise office building project, (iii) such public office facility is compatible and harmonious with all of the operations and businesses of tenants within the Project, (iv) such public office facility will not have a material adverse effect upon the ability to lease space in the Project as Class A, high rise office space at then market rates, and (v) such public office use does not burden or impose demands upon the available parking for the Project beyond the Agency Parking Area and the Non-Exclusive Agency Parking Rights (as those terms are defined below). (a) For purposes of the foregoing Agency Office Use Requirements, an "amenity" shall mean a use that professional commercial real estate brokers for Class A, high-rise office building projects would consider as likely to result in greater demand and higher rents for office space at the Project. (b) In the event the Agency and any other Owner are unable to agree at any time as to whether any public office use of the Agency Parcel satisfies the Agency Office Use Requirements, the dispute shall be resolved by arbitration in accordance with Article XIII of the of the Declaration. (c) Nothing contained herein shall be deemed or construed to excuse or diminish the obligations of the Agency to comply with all of the other covenants, conditions and restrictions of the Declaration, including, without limitation, the regulation of Improvements in Article II of the Declaration and the regulation of uses and operations in Article iH of the Declaration. 2.4 Agency Obligations. The Agency acknowledges that it intends to operate a Day Care Center on the Agency Parcel, and that the Agency has acquired the Agency Parcel without any representation or warranty from any Owner in the Project as to the suitability of the Agency Parcel for use as a Day Care Center, the compatibility of or impact of any other business operated in the Project with or on the use of the Agency Parcel as a Day Care Center, or the condition of any Parcel within the Project. The Agency acknowledges that it is aware of all Govemmental Requirements with respect to the operation of a Day Care Center on the Agency Parcel, including, specifically, but not limited to, any such Governmental Regulations relating to Hazardous Materials in or around such a facility and child safety requirements with respect to such a facility, and shall assume all obligations with respect to and shall comply with all such Governmental Regulations at all times with respect to the operation of such facility on the Agency Parcel. In addition to compliance with all Governmental Regulations, the Agency shall 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23~03/kll/kll -3- [South San Francisco] at all times maintain the Agency Parcel as required under the Declaration, including, specifically, but not limited to the requirements as set forth in Article II of the Original Declaration. For purposes of the Declaration, "Claim" shall include claims, liabilities, penalties, forfeitures, losses or expenses arising in connection with any administrative proceeding, including reasonable attorneys' fees. 3. Exclusive Agency Parking Area. 3.1. Exclusive Parking Use. Notwithstanding anything to the contrary contained in the Declaration, the Agency shall be entitled to the exclusive use of ten (10) parking spaces in that certain area located on Declarant's Parcel, as outlined and designated as the "Agency Parking Area" on Exhibit "F" attached hereto (the "Agency Parking Area"), for parking of motor vehicles (excluding recreational and other oversized vehicles) and ingress and egress and pedestrian access with respect thereto. The Agency, in its sole discretion, may allow any of its visitors, patrons or invitees to use the Agency Parking Area for purposes of parking motor vehicles (excluding recreational and other oversized vehicles). The Agency shall indemnify, defend (with Counsel selected by Agency and subject to the reasonable approval of Owners and their Mortgagees) and hold Declarant and any other Owner of that portion of Declarant's parcel on which the Agency Parking Lot is located, and their Mortgagees, harmless from any and all claims, liabilities, penalties, forfeitures, losses or expenses (including, without limitation, attorneys fees and costs), or the death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by the use of the Agency Parking Area by the Agency and/or any of its visitors, patrons, invitees, agents, employees or contractors. 3.2. Ownership and Maintenance of Agency Parking Area. Nothing herein shall be deemed to convey any fee ownership interest in the Agency Parking Area to the Owner of the Agency Parcel. Notwithstanding anything to the contrary contained in the Declaration, the Agency Parking Area shall be excluded from the definition of Common Area and the definition of Parking Areas under the Declaration, so long as the rights of the Agency to the Agency Parking Area hereunder remain in effect. Notwithstanding the foregoing, the Declarant shall be responsible for the repair and maintenance of the Agency Parking Area, as though it were a Common Area or Parking Area under the Declaration, in accordance with the terms of the Declaration, and shall include in Common Expenses all costs and expenses with respect thereto which would constitute Common Expenses under the Declaration if the Agency Parking Area were still a Parking Area and Common Area. 3.3. Certain Rights Regarding Exclusive Parking Area. Notwithstanding anything to the contrary in this Section 3, the following provisions of the Original Declaration will remain applicable or not be applicable to the Agency Parking Area, as set forth below: (a) The Declarant's right to grant any future exclusive parking rights under Section 5.5.2 of the Original Declaration shall be subject to the rights of the Owner of the Agency Parcel to the Agency Parking Area granted herein. (b) Notwithstanding the exclusion of the Agency Parking Area from the definition of Common Area and Parking Areas, the Agency Parking Area shall 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll -4- [South San Francisco] remain subject to the beneficial easements set forth in Sections 5.1.1, 5.1.3 and 5.1.4 of the Original Declaration. 3.4. Additional Parking. In addition to the exclusive use of the ten (10) spaces in the Agency Parking Area as set forth in Section 3.1, the Agency and its Permittees shall have the right, which fight shall be appurtenant to and for the benefit of the Agency Parcel, in common with others entitled to use the same, to park no more than twelve (12) motor vehicles (excluding recreational and other oversized vehicles) within the Parking Areas, as such areas may be changed from time to time for use as parking in accordance with the terms of the Declaration (referred to herein as the "Non-Exclusive Agency Parking Rights"). Such Non- Exclusive Agency Parking Rights shall be subject to all of the other terms and conditions of the Declaration, including, without limitation, the rights of Declarant to reserve or otherwise designate certain portions of the Parking Areas or certain parking spaces therein for the exclusive use of certain Owners or Occupants or their respective Permittees and the right of Declarant to control the operation and regulation of the Parking Areas in accordance with Article V of the Declaration. 3.5. Other Parking Areas. In consideration of the grant to the Agency of the exclusive right to use the Agency Parking Area, the Agency shall relinquish and have no further right to use, or permit any of its Permittees to use, the Parking Garage or any other Parking Areas of the Project. The Agency, at its sole cost and expense, shall enforce this provision with respect to any of its visitors, patrons, invitees, agents, employees or contractors, which enforcement shall include, but not be limited to, posting notices in the Agency's building, delivering written notices of the parking restrictions to any occupants, operators, patrons and other parties with respect to the permitted uses of the Agency Parcel and including such restriction in all contracts with any occupants, operators, patrons and other parties with respect to the permitted uses of the Agency Parcel. In the event the Agency fails to enforce this restriction, in Declarant's reasonable discretion, Declarant shall have the right to take such enforcement measures as Declarant deems reasonably necessary, (including, without limitation, the right to tow or cause to be towed all vehicles in violation of this provision), and shall have the right to charge all actual costs incurred therefor by Declarant directly to the Agency in accordance with Section 8.9 of the Original Declaration. 4. Traffic Control Plan. Without limiting Declarant's other rights under the Declaration to regulate the Parking Areas and other Common Areas, the Agency and other Owners agree that Declarant may, from time to time, institute and enforce a reasonable plan or prescribe reasonable rules and regulations relating to the manner in which patrons of the Day Care Center drop-off and pick-up children from the Day Care Center in order to avoid traffic congestion or unsafe traffic conditions within or around the Project, provided any such plan and/or rules and regulations shall provide uppermost for the safety and well-being of the children utilizing the Day Care Center and shall be consistent with the standards, customs and guidelines for similar child care facilities in the Greater San Francisco Bay Area. The Agency, at its sole cost and expense, shall assist Declarant in enforcing any such drop-off and pick-up plan or rules and regulations, including, without limitation, posting notices in the Agency's Building, delivering written notice to the patrons of the Day Care Center, and including such drop-off and pick-up plan or rules and regulations in all contracts with any operator and patrons of the Day Care Center. Declarant shall have the right to take such enforcement measures, as Declarant 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/ldl -5- [South San Francisco] deems reasonably necessary in order to enforce any such plan or rules and regulations implemented for the drop-off and pick-up of children from the Day Care Center. 5. Agency Voting Rights. Notwithstanding anything to the contrary in the Declaration the Agency hereby agrees that any rights that the Agency would otherwise have as an Owner under the Declaration to vote, or to consent to, approve of or disapprove of any matter, including, but not limited to, any further amendment of the Declaration are hereby irrevocably assigned to Declarant, or its successors or assigns, to exercise in its sole and absolute discretion, except with respect to any matters which adversely affect the rights and obligations of the Agency as set forth in this Second Amendment, in which latter event, the consent of the Agency shall be required, provided such consent shall not unreasonably withheld. 6. No Further Modification. Except as expressly set forth herein, all terms and conditions of the Original Declaration remain unmodified and full force and effect. 7. Counterparts. To facilitate execution, this Second Amendment may be executed in as many counterparts as may be convenient or required. The signature and acknowledgement of, or on behalf of, each party, or the signature and acknowledgement of all persons required to bind any party, need not appear on each counterpart. Signature pages and acknowledgement pages may be detached from this Second Amendment without impairing the legal effects of the signature(s) thereon and attached to a counterpart original to form a fully-executed original of this Second Amendment. All counterparts shall collectively constitute a single instrument. IN WITNESS WHEREOF, the Owners of all of the Parcels in the Project have executed this Second Amendment as of the day of May, 2003. "Declarant": GATEWAY CENTER LLC, a Delaware limited liability company By: Boston Properties Limited Partnership a Delaware limited part_n_ers_hip Its sole member By: Boston Properties, Inc. a Delaware corporation Its general partner By: Name: Its: 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll -6- [South San Francisco] "BP": BP GATEWAY CENTER LLC, a Delaware limited liability company By: Boston Properties Limited Partnership a Delaware limited partnership Its sole member By: Boston Properties, Inc. a Delaware corporation Its general partner By: Name: Its: 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/klVkll -7- [South San Francisco] ARE - 681 GATEWAY BOULEVARD, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, managing member By: ARE-QRS Corp. a Maryland corporation, general partner By: Name: Its: "Agency" REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a political subdivision of the State of California By: NalTle: Its: Approved As To Form: Steven T. Mattas, Agency General Counsel 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll -8- [South San Francisco] CONSENT OF MORTGAGEE THE UNDERSIGNED IS THE BENEFICIARY OF THAT CERTAIN DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING RECORDED OCTOBER 2, 2002 AS DOCUMENT NO. 2000-122884 OF OFFICIAL RECORDS HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THE SECOND AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR GATEWAY CENTER TO WHICH THIS CONSENT IS ATTACHED DATED THIS DAY OF MAY ,2003. NEW YORK STATE TEACHERS' RETIREMENT SYSTEM By:. Name: Its: 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll -9- [Soufl~ San Francisco] STATE OF ) ) SS. COUNTY OF ) On , before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) STATE OF ) ) SS. COUNTY OF ) On ., before me, , a Notary Public in and for said state, personally appeared ., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23~03/kll/kll - 1 0- [South San Francisco] STATE OF ) COUNTY OF ) On , before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public in and for said State STATE OF ) ) SS. COUNTY OF ) On , before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instmrnent and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll - 11- [South San Francisco] EXHIBIT "A" LEGAL DESCRIPTION OF PROJECT PARCEL A: All that real property situate in the City of South San Francisco, County of San Mateo, State of Califomia and being all of Parcel 1 and a portion of Parcels 2 and 3 as said Parcels are shown on that certain map entitled "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California, on June 9, 1999 to Book 71 of Parcel Maps at pages 55 through 57, being more particularly described as follows: All of Parcel 1 as said Parcel is shown on the main map entitled "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, L.P.", which map was filed in the office of the Recorder of the County of San Mateo, State of California, on June 9, 1999 in Book 71 of Parcel Maps at pages 55 through 57. Excepting therefrom the following described real property listed below as Exception Areas 1, 2, 3, and 6: Also being a portion of Parcels 2 and 3 as said Parcels are shown on that certain map entitled "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE. LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 in Book 71 of Parcel Maps at pages 55 through 57, listed below as Addition Areas 4 and 5; EXCEPTION AREAS Area 1 Beginning at the most Southerly carrier of Parcel 2 as said Parcel is shown on the above referenced Parcel Map, said Southerly comer being also a common comer with Parcel 1 as referenced above, thence from said comer Northeasterly along the common line between said Parcel 1 and Paul 2. North 38© 42' 41' East, 68.59 feet to an angle point in said common line and true point of beginning of this description; thence along the projection of last said line, North 38© 42' 41' East, 104.17 feet; thence North 51° 17" 19' West, 31.60 feet to the Easterly line of said Parcel 2; thence Southwesterly along said Easterly line, South 21° 50' 03' West, 108.86 feet to the Tree Point of Beginning of this description. Area 2 Beginning at the most Southerly comer of Parcel 2 as said Parcel is shown on the above referenced Parcel Map, said Southerly comer being also a common comer with Parcel 1 as 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll [South San Francisco] referenced above; thence from said comer Northeasterly along the common line between said Parcel 1 and Parcel 2, North 38° 42' 41" East, 68.59 feet to an angle point in said common line; thence along the projection of last said line, North 38° 42' 41" East, 104.17 feet; thence North 51° 17' 19" West, 31.60 feet to the Easterly line of said Parcel 2 and the Tree Point of Beginning of this description; thence North 38° 42' 41" East, 139.31 feet; thence North 74° 10' 58" West, 63.71 feet; thence North 51° 17' 19" West, 26.85 feet to a pant on the common line between said Parcels 1 and 2; thence Southeasterly along said common line, South 21° 08' 11" East, 71.31 feet to an angle point in said common line; thence continuing along said common line, South 21© 50' 03" West, 82.24 feet to the True Point of Beginning of this description. Area 3 Beginning at the most Northerly comer of Parcel 2 as said Parcel is shown on the above referenced Parcel Map, said Northerly comer being also a common comer with Parcel 1 as referenced above, thence from said comer Northeasterly along the Northwesterly line of said Parcel 1, North 38° 42' 41" East, 263.00 feet; thence leaving said Northwesterly line, South 51° I7' 19" East 246.66 feet; thence South 38° 42' 41" West, 263.00 feet to the Northeasterly line of said Parcel 2; thence Northwesterly along said Northeasterly line, North 51 ° 17' 19" West, 246.66 feet to the Point of Beginning of this description. Area 6 Beginning at the most Westerly comer of Parcel 3 as said Parcel is shown on the above referenced Parcel Map, thence from said comer Northeasterly along the common line between said Parcel 3 and Parcel 1, North 38° 42' 41" East, 13.64 feet to the True Point of Beginning of this description; thence continuing along said line North 38° 42' 41" East, 320.87 feet to the Northerly comer of said Parcel 3; thence North 51° 17' 19" West, 143.06 feet; thence South 38° 421 41" West, 347.63 feet; 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5 -23 -03/kll/kll -2 - [South San Francisco] thence South 75° 45' 48" East, 64.60 feet; thence South 51° 17' 19" East, 89.26 feet to the Tree Point of Beginning of this description. Addition Areas Area 4 Beginning at the most Southerly comer of Parcel 2 as said Parcel is shown on the above referenced Parcel Map, sad Southerly comer being also a common comer with Parcel 1 as referenced above, thence from said comer Northeasterly along the common line between said Parcel 1 and Parcel 2, North 38° 42' 41"' East, 68.59 feet to an angle point in said common line; thence continuing along said common line North 21° 50' 03" East 191.10 feet to an angle point; thence continuing along said common line North 21 ° 08' 11" West 71.31 feet to the True Point of Beginning for this description; thence along said common line, North 21 ° 08' 11" East, 99.90 feet to an angle point; thence along said common line North 51° 17' 19" West, 17.92 feet: thence South 21° 08' 11" West, 99.90 feet; thence South 51° 17' 19" East, 17.92 feet to the True Point of Beginning of this description. Area 5 Beginning at the most Westerly comer of Parcel 3 as said Parcel is shown on the above referenced Parcel Map, thence from said comer Northeasterly along the common line between said Parcel 3 and Parcel 1, North 38° 42' 41" East, 13.64 feet; thence South 51° 17' 19" East; 101.09 feet; thence Northwesterly along said Southwesterly line North 51 ° 17' 19" West, 101.09 feet to the Point of Beginning of this description. Being the Panel described as Parcel "A" in Lot Line Adjustment No. 20, recorded August 18, 2000, Document No. 2000-102165, San Mateo County Records. PARCEL B: Easement for Pedestrian Access as provided for in Section 2.1 of the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219 over the land described as follows: 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll -3- [South San Francisco] Portions of Parcels 4 and 5, as designated on the Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE. LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 in Book 71 of Parcel Maps, at pages 55 through 57, shown as Parking Areas, Driveway Areas and Landscaped Areas on Exhibits D, B and C respectively of the Declaration of Reciprocal Easements. PARCEL C: Easements for Vehicular Ingress and Egress as provided for in Section 2.2 of the Declaration of Reciprocal Easements dated a of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219 over the land described as follows: Portions of Parcels 4 and 5, as designated on the Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE; LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 in Book 71 of Parcel Maps, at pages 55 through 57, shown as Driveway Areas on Exhibit B of the Declaration of Reciprocal Easements. PARCEL D: Easements for Utilities is provided for in Section 2.3 of the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219 over the land described as follows: Portions of Parcels 4 and 5, as designated on the Map entitled, "PARCEL MAP 98.082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 in Book 71 of Parcel Maps at pages 55 Though 57. PARCEL E: Temporary easements for Construction as provided for in Section 2.4 of the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219 over the land described as follows: Portions of Parcels 4 and 5, as designated an the Map entitled "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 in Book 71 of Parcel Maps, at pages 55 through 57. PARCEL F: Easements for Signage as provided for in Section 2.5 of the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219 over the land described as follows: Portions of Parcel 4, as designated on the Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in the office of the Recorder 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll -4- [South San Francisco] of the County of San Mateo, State of California on June 9, 1999 in Book 71 of Parcel Maps, at pages 55 through 57, shown as Existing Signage on Exhibit E of the Declaration of Reciprocal Easements. PARCEL G: Easements, over, across and upon all of that certain real properly pursuant to the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Instnnuent No. 99101219 and described a follows: Parcels B and C as described in the Lot Line Adjustment No. 20 recorded August 18, 2000, Document No. 2000-102165, San Mateo County Records. PARCEL H: Easements, over, across and upon all of that certain real property pursuant to the Declaration of Covenants, Conditions and Restrictions for Gateway Center dated as of September 2, 2000 and recorded October 2, 2000, as Instrument No. and described as follows: Parcels B and C as descried in the Lot Line Adjustment No. 20 recorded August 18, 2000, Document No. 200-102165, San Mateo County Records. 557153.02/WLA BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll -5- [South San Francisco] EXHIBIT "A-1" LEGAL DESCRIPTION OF PROJECT PARCEL 1: A portion of Parcel 1, and a portion of Parcel 2 as said Parcels are shown on that certain map entitled "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California, on June 9, 1999 in Book 71 of Parcel Maps at Pages 55 through 57, being mom particularly described as follows: All of Parcel II as said Parcel is shown an that certain Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, L.P.", which map was filed in the office of the Recorder of the County of San Mateo, State of California, on June 9, 1999 in Book 71 of Parcel Maps at Pages 55 through 57. Excepting therefrom a portion of Parcel 2 as described below a Exception Area 4; Also being a portion of Parcel 1 as said Parcel is shown on that certain Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California, on June 9, 1999 to Book 71 of Parcel Maps at Page 55 through 57, listed below as Addition Areas 1, 2 and 3. EXCEPTION AREA - Area 4 Beginning at the most Southerly comer of Parcel II as said Parcel is shown on the above referenced Parcel Map, said Southerly comer being also a common comer with Parcel 1 as referenced above, thence from said comer Northeasterly along the common line between said Parcel 1 and II, North 38° 42' 41" East, 68.59 feet to an angle point in said common line; Thence continuing along said common line North 21° 50' 03" East 191.10 feet to an angle point; Thence continuing along said common line North 2i° 08' i i" West 7i.3i feet to the Tree Point of Beginning for this description; thence along said common line, North 21° 08' 11" East, 99.90 feet to an angle point; thence along said common line North 51° 17' 19" West, 17.92 feet; thence South 21° 08' 11" West, 99.90 feet; thence South 51° 17' 19" East, 17.92 feet to the True Point of Beginning of this Description. ADDITION AREAS - Area 1 Beginning at the most Southerly comer of Parcel II as said Parcel is shown on the above referenced Parcel Map, said Southerly comer being also a common comer with Parcel 1 as referenced above, thence from said comer Northeasterly along the common line between said Parcel 1 and Parcel II, North 38° 42' 41" East, 68.59 feet to an angle point in said common line and the Tree Point of Beginning of this description; thence along the projection of last said line. North 38° 42' 41" East, 104.17 feet; thence North 51° I7' 19" West, 31.60 feet to the Easterly line 557153.02/WLA EXHIBIT "A-i" BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll - 1 - [South San Francisco] of said Parcel II; thence Southerwesterly along said Easterly line, South 21 ° 50' 03" West, 108.86 feet to the Tree Point of Beginning of this description. Area 2 Beginning at the most Southerly comer of Parcel II as said Parcel is shown on the above referenced Parcel Map, said Southerly comer being also a common comer with Parcel I as referenced above, thence fi:om said comer Northeasterly along the common line between said Parcel I and Parcel II. North 38° 42' 41" East, 68.59 feet to an angle point in said common line; thence along the projection of last said line North 38° 42' 41" East 104.17 feet; thence North 51° 17' 19" West, 31.60 feet to the Easterly line of said Parcel II and the true point of beginning of this description; thence North 38° 42' 41" East, 139.31 feet; thence North 74© 10' 58" West, 63.71 feet; thence North 51° 17' 19" West, 26.85 feet to a point on the common line between said Parcels I and II; thence Southeasterly along said common line, South 21 ° 08' 11" East, 71.31 feet to an angle point in said common line; thence continuing along said common line, South 21° 50' 03" West, 82.24 feet to the true point of beginning of this description. Area 3 Beginning at the most Northerly comer of Parcel II as said Parcel is shown on the above referenced Parcel Map, said Northerly comer being also a common comer with Parcel 1 as referenced above, thence from said comer Northeasterly along the Northwesterly line of said Parcel I, North 38° 42' 41" East, 263.00 feet; thence leaving said Northwesterly line, South 51© 17' 19" East, 246.66 feet; thence South 38° 42' 41" West, 263.00 feet to the Northeasterly line of said Parcel II: thence Northwesterly along said Northeasterly line, North 51© 17' 19" West, 246.66 feet to the point of beginning of this description. Being Parcel B as shown on Lot Line Adjustment No. 20 recorded August 19, 2000, Document No. 2000-102165, San Mateo County Records. PARCEL II: All of Parcel III and a portion of Parcel I as said Parcel is shown on that certain map entitled "PAPIST MTAP C~_(1~9 (hlP TI--ID T ~TI~ OF ~n2~.4S GATEWAY OFFICE. LP.", which map was filed to the office of the Recorder of the County of San Mateo, State of California, on June 9, 1999 in Book 71 of Parcel Maps at Pages 55 through 57, being more particularly described as follows: All of Parcel HI as said Parcel is shown on that certain Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, L.P.", which map was filed in the office of the Recorder of the County of San Mateo, State of California, on June 9, 1999 in Book 71 of Parcel Maps, at Pages 55 through 57. Excepting therefrom a portion of Parcel III as described below as Exception Area 5; Also being a portion of Parcel 1 as said Parcel is shown on that certain Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in 557153.02/WLA EXHIBIT "A-1" BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll -2- [South San Francisco] the office of the Recorder of the County of San Mateo, State of Califomia on June 9, 1999 in Book 71 of Parcel Maps at Pages 55 through 57, listed below as Addition Area 6. EXCEPTION AREA - Area 5 Beginning at the most Westerly comer of Parcel III as said Parcel is shown on the above referenced Parcel Map, thence from said comer Northeasterly along the common line between said Parcel III and Parcel I, North 38° 42' 41" East, 13.64 feet; thence South 51° 17' 19" East, 101.19 feet; thence South 38° 42' 41" West, 13.64 feet to the Southwesterly line of said Parcel III: thence Northwesterly along said Southwesterly line North 51© 17' 19" West, 101.09 feet to the point of beginning of this description. ADDITION AREA. Area 6 Beginning at the most Westerly comer of Parcel HI as said Parcel is shown on the above referenced Parcel Map, thence from said comer Northeasterly along the common line between said Parcel III and Parcel I, North 38© 42' 41" East, 13.64 feet to the tree point of beginning of this description; thence continuing along said line North 38° 42' 41" West, 320.87 feet to the Northerly comer of said Parcel III; thence North 51 ° 16' 19" West, 148.06 feet; thence South 38° 42' 41" West, 347.63 feet; thence South 75© 45' 48" East 64.60 feet; thence South 51° 17' East, 89.26 feet to the tree point of beginning of this description; being Parcel C as shown on Lot Line Adjustment No. 20, recorded August 18, 2000, document no. 2000 102165, San Mateo County Records. PARCEL III: Easements for Pedestrian Access as provided for in Section 2.1 of the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Installment No. 99101219 ova the land described as follows: Portions of Parcel IV and V, a designated on the Map entitled "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 in Book 71 of Paul Maps, at pages 55 through 57, shown as Parking Areas. Driveway Areas and Landscaped .A_reas on Exhibit D, B and C respectively of the Declaration of Reciprocal Easements. PARCEL IV: Easements for Vehicular Ingress and Egress as provided for in Section 2.2 of the Declaration of Reciprocal Ingress as of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219 over the land described as follows; Portions of Parcels IV and V, as designated on the Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE LP"-, which map was filed in the office of the Recorder of the County of San Mateo, Slate of California on June 9, 1999 to Book 71 of Parcel Maps, at pages 55 through 57, shown as Driveway Areas on Exhibit B of the Declaration of Reciprocal Easements. 557153.02/WLA EXHIBIT "A-l" BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll -3 - [South San Francisco] PARCEL V: Easements for Utilities as provided for in Section 2.3 of the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219 over the land described as follows: Portions of Parcels IV and V, as designated on the Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE L.P.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 to Book 71 of Parcel Maps, at pages 55 through 57. PARCEL VI: Temporary easements for Construction as provided for in Section 2.4 of the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10. 1999, as Instrument No. 99101219 ova the land described as follows: Portions of Parcels IV and V, an designated on the Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 in Book 71 of Parcel Maps, at pages 55 through 57. PARCEL VII: Easements for Signage as provided for in Section 2.5 of the Declaration of Reciprocal Easements dated as of April 21, 1999 and recorded June 10, 1999. as Instrument No. 99101219 over the land described as follows: Portions of Parcel IV, as designated on the Map entitled, "PARCEL MAP 98-082 OF THE LANDS OF HMS GATEWAY OFFICE, LP.", which map was filed in the office of the Recorder of the County of San Mateo, State of California on June 9, 1999 to Book 71 of Parcel Maps, at pages 55 through 57, shown as Existing Signage on Exhibit E of the Declaration of Reciprocal Easements. PARCEL VIII: Easements, over, across and upon all of that certain real property pursuant to the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219 and described as follows: Parcel A as described in the Lot Line Adjustment No. 20 recorded August 18, 2000, Document No. 2000-102165. San Mateo County Records. Reserving easements, over, across and upon Parcels I and II above pursuant to the Declaration of Reciprocal Easements dated as of April 22, 1999 and recorded June 10, 1999, as Instrument No. 99101219. ssv~s3.02/wL^ EXHIBIT "A-l" BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll -4- [South San Francisco] Said easements are to be appurtenant to and for the benefit of Parcel A, as described in the Lot Line Adjustment No. 20 recorded August 18, 2000, Document No. 2000-102165, San Mateo County Records. A.P. No.' 015-024-010 pm JPN 107 027 000 01 T 107 027 000 19 T 107 027 000 20 T 107 027 000 21 T S57153.02/WLA EXHIBIT "A-i" BOSTON PROPERTIES/GATEWAY CENTER B1006-001/5-23-03/kll/kll -5- [South San Francisco] EXHIBIT B DECLARANT'S PARCEL 557153.02/WLA EXHIBIT B BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll - 1 - [South San Francisco] EXHIBIT C BP PARCEL SST~S3.o2/wL^ EXHIBIT C BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll - 1- [South San Francisco] EXHIBIT D ARE PARCEL 557153.02fWLA EXHIBIT D BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/kll/kll - 1 - [South San Francisco] EXHIBIT E AGENCY PARCEL 557153.02/WLA EXHIBIT E BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23-03/ldl/kll - 1 - [South San Francisco] EXHIBIT F OUTLINE OF AGENCY PARKING AREA 557153.02/WLA EXHIBIT F BOSTON PROPERTIES/GATEWAY CENTER B 1006-001/5-23 -03/kll/kll - 1 - [South San Francisco] INTEREST IN AND TO THE REAL PROPERTY SUBDMDED AND SHOWN UPON THIS MAP, AND WE DO HEREBY CONSENT TO THE PREPARATION AND RECORDATION OF THIS MAP. OWNER: REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO. MICHAEL A. WILSON, EXECUTIVE DIRECTOR OWNER'S ACKNOWLEDGEMENT STATE OF CALIFORNIA ~ SS COUNTY OF SAN MATEO ~ ON THIS DAY OF 200.:3. BEFORE ME. THE UNDERSIGNED, A NOTARY PUBUC IN AND FOR THE SAID STATE AND COUNTY, PERSONALLY APPEARED PERSONALLY KNOWN TO ME, OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE, TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT, AND ACKNOWLEDGED TO ME THAT HE/SHE EXECUTED THE SAME IN HIS/HER AUTHORIZED CAPACITY, AND THAT BY HIS/HER SIGNATURE ON THIS INSTRUMENT THE ENTITY UPON BEHALF' OF WHICH HE/SHE ACTED EXECUTED THIS INSTRUMENT. WITNESS MY HAND AND OFFICIAL SEAL NOTARY SIGNATURE: PRINTED NOTARY NAME: PRINCIPAL COUNTY OF BUSINESS: COMMISSION NUMBER: EXPIRES: COUNTY RECORDER'S STATEMENT FILED AT THE REQUEST OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, AT AM/PM ON THE DAY OF. .,2002, IN THE OmCE OF THE COUN'Pf RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNI~ IN BOOK , OF PARCEL MAPS AT PAGE SPIES NO ~E: WARREN SLOCUM, COUNTY RECORDER BY: DEPUTY COUNTY RECORDER SURVEY IN CONFOI~MANCE WITH THE REQUII~EMENT$ OF THE. SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQUEST OF THE CI'"/Y OF SOUTH SAN FRANCISCO, SIGNATURE: CYRUS KIANPOUR PiS 7515 EXPIRES: 12/31/06 DATE: ACTING CITY ENGINEER'S STATEMENT I, ROBERT HAHN, ACTING CI'~' ENGINEER OF THE CI'Pf OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, DO HEREBY STATE THAT I HAVE EXAMINED THE HEREIN EMBODIED PARCEL MAP AND THIS MAP IS IN CONFORMANCE WITH THE REQUIREMENTS OF SUBDIVISION MAP ACT OF THE STATE OF CAMFORNIA AND LOCAL ORDINANCES. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND THIS DAY OF 2003. SIGNATURE: DATE: ROBE~ T, HAHN ACTING CITY ENGINEER FOR THE CITY OF SOUTH SAN FRANCISCO COUNTY OF SAN MATEO, STATE OF CAUFORNIA. R.C.E. NO. 47344, EXPIRES 12/31/0;5 VICINITY BASIS OF BEARINGS THE BEARING NORTH 66'05'01" EAST BELDEN TWO FOUND MONUMENTS. 359.00 FEET APART, ON THE CENTERUNE OF GATEWAY BOULEVARD, AS SAID BOULEVARD IS SHOWN ON THAT CERTNN MAP ENTITLED 'fiNAL MAP GATEWAY CENTER", fiLED FOR RECORD ON OCTOBER 1, 1982 IN BOOK 107 OF MAPS AT PAGES 27 THROUGH 50. INCLUSIVE, IN THE OFFICE OF THE RECORDER OF SAN MATEO COUNTY, WAS TAKEN AS THE BASIS OF BEARINGS FOR THIS MAP. PARCEL MAP 2003- LANDS OF REDEVELOPMENT ADGEI~ OF THE CITY OF SOUTH SAN FRANC A RESUBDMSION OF LOT 1 AS SAID LOT IS SHOWN ON THAT "FINAL MAP GATEWAY CENTER" WHICH MAP WAS RECORDED ON O( 107 OF MAPS AT PAGES 27 THROUGH 30 IN THE OFFICE OF ~ COUNTY OF SAN MATEO, STATE OF CAUFOR CITY OF SOUTH SAN FRANCISCO, ST 515 Maple Avenue South San Francisco, CA. 94080 / N38'42'41"E / WELL MON./ / 21' PRE PER / .~ . ~ / ~ A m~ I J 107 M 27-30 I ~ ~ I ~ .' F~F} ~ ~ J / ~h ' ~ / - ~ - C M 27-50 ' ~ ~ / / / .~ )o~. ~-so . / / / N/ ~ ~ LANDSCAPE AND WA~ EASEMENT PER 107 M 27 REUNQUISH~ ~ / ~ lo' PUE PER ~ ~1 d ~L~_~ sou~ SAN ~AN~SCO BY QUITCLAIM DEED Fl~ FOR TO - ~ ~ ~ ~ ~ J ~o7 a ~7~ / ~ ~ ~ .~cm~ ..... 2oo3 / ~ ~ ~ ~ ~ ~ -- ,' N ~ ~,Ec~E,'s s~,~,~ ,o. ~oo~-, ~ . ~ / ~--~ ~ -~ 30.330 SQ. ~. / / GRAPHIC SCALE 1 ~uch- 30 fi. LEGEND CWSE CAUFORNIA WATER SERVICE EASEMENT PUE PUBEC U'IIUTY EASEMENT PRE PRIVATE ROADWAY EASEMENT (R) RADIAL UNE · SET 3/4" IRON PIPE W~TH TAG LLS 7515 I~MON' CITY MONUMENT PER 107 M 27-50 DISTINCTIVE BOUNDARY CENTERENE PARCEL LINE EASEMENT UNE NOTE: ALL INFORMATION LYING OUTSIDE OF THE DISTINCTIVE BOUNDARY IS RECORD INFORMATION PER 107 M 27-50. L PARCEL MAP 2003- LANDS OF REDEVELOPMENT ADGEN OF THE CITY OF SOUTH SAN FRANC A RESUBDIVISION OF LOT 1 AS SAID LOT IS SHOWN ON THAT 'FINAL MAP GATEWAY CENTER' WHICH MAP WAS RECORDED ON OC 107 OF MAPS AT PAGES 27 THROUGH 30 IN THE OFFICE OF 'J COUNTY OF SAN MATEO, STATE OF CALIFORI CiTY OF SOUTH SAN FRANCISCO, ST. 515 Maole Avenue South San Francisco. CA. 94080 Redevelopment Agency Staff Report DATE: May 28, 2003 TO: Redevelopment Agency FROM: Assistant Executive Director SUBJECT: YMCA Lease/Gateway Childcare Center Location: 559 Gateway Boulevard RECOMMENDATION: It is recommended that the Redevelopment Agency adopt the attached resolution authorizing the Executive Director of the Redevelopment Agency to execute a lease with the YMCA to operate the Gateway Childeare Center. BACKGROUND/DISCUSSION: Last September, the Redevelopment Agency approved a Precise Plan for an 8,300 square foot childcare facility with related playground and site improvements within an existing landscape easement at 559 Gateway Boulevard. Since that time, the architects have been finalizing construction drawings and the project has been out for bid, with award of contract anticipated shortly, and construction to proceed directly afterward. Additionally, during this time staff has been working with the YMCA to draft a lease agreement to provide for operation and mainten~.ce of the facility. Lease Term - As indicated in the attached draft lease, the term of the lease is initially 25 years, with an option to extend an additional 25 years. During the lease period the YMCA shall be required to operate and maintain a child care program in accordance with the recommended developmentally appropriate practices established by the National Associate for the Education of Young Children (NAEYC) or other similar nationally recognized organization. Accreditation - The YMCA would be required to begin the NAEYC accreditation process, or national equivalent, within two years of beginning operations and achieve accreditation within three years of commencing operations. Once accreditation is obtained, YMCA would be responsible for maintaining accreditation of the Center so long as it occupies the center. Staff Report To: Redevelopment Agency RE: YMCA Lease/Gateway Childcare Facility Date: May 28, 2003 Page 2 Fundraising Contribution - The YMCA intends to raise charitable contributions to fund equipment purchases and its initial start-up costs for the operation of the Center. The YMCA's goal is to raise at least $500,000 for this purpose. If the YMCA does not use all of the funds it raises for this purpose, it intends to give all excess funds to the Agency for future collaborations between the YMCA and the Agency and to fund maintenance and repairs to the property. Additionally, the YMCA will make a one-time capital contribution of $200,000 to the Agency as an initial payment to offset the Agency's capital contribution. Rent - The annual rent for the property would be waived in total if the YMCA provides financial assistance in an amount equivalent to approximately $140,895 per year. The financial assistance shall be provided as subsidized childcare services as follows: The YMCA shall provide to a minimum of 25% of the children enrolled in the YMCA childcare program a childcare tuition subsidy averaging 60% of the prevailing market rate childcare fee at the center. The specific subsidy for each child shall be determined using the Peninsula Family YMCA Financial Assistance Sliding Scale, attached as Exhibit C to the draft lease, ranging from 25-75% based on an income to family size ratio. All subsidies will be targeted to children of low- and very low- income families. This subsidy has an estimated value of approximately $140,895 based on an average annual tuition of approximately $9,300.00, as outlined below: 25% of assumed enrollment of 101 children ~ approx.60% of average annual childcare tuition of $9,300 per child per year, adjusted annually in accordance with changes in the CPI. .25 x !0! x .6 x $9,300 = $!40~895 The YMCA shall provide childcare spaces in accordance with the following priorities: go First priority given to children of residents of the City of South San Francisco meeting specific income requirements. bo Second priority shall be given to children of employees who work in the City of South San Francisco meeting specific income requirements. Should the overall percentage of subsidized child care spaces fall below twenty-five percent (25%) of total number of enrolled child care spaces, or should the average subsidy provided to these 25% of the enrolled children fall below 60%, the Agency shall be entitled to equivalent rent calculated according to the formula provided in Exhibit B attached to the lease. Staff Report To: Redevelopment Agency RE: YMCA Lease/Gateway Childcare Facility Date: May 28, 2003 Page 3 Hours of Operation - Hours of operation shall initially be, at a minimum, 6 am to 8 pm unless the YMCA demonstrates to the Agency's satisfaction that such extended hours are not required to serve the existing demand for services. Additionally, the YMCA may operate 24 hours per day upon approval of the Agency. The YMCA will inquire with companies in the area to determine whether there is a demand for 24-hour childcare in the East of 101 area. CONCLUSION: The attached lease provides for long-term operation and maintenance of a top quality childcare facility designed to meet the needs of various income groups within the residential and employment communities of the City of South San Francisco. Therefore, staff recommends that the City Council adopt the attached resolution authorizing the Executive Director of the Redevelopment Agency to execute the attached lease with the YMCA to operate the Gateway Childcare Center. BY: Marty Van Duyn Assistant Executive Director Executive Director MAW:MVD:sk ATTACHMENTS: Draft Resolution w/attachment (lease) RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING A I ,EASE AGREEMENT H/TI'H THE YMCA FOR THE GATEMTAY CHILDCARE CENTER WHEREAS, the Redevelopment Agency desires to enter into a lease agreement with the YMCA for the Gateway Childcare Center, as attached hereto as Exhibit A; and, WHEREAS, the lease of the property to the YMCA for operation as a licensed child care center provides a benefit to the project area by providing child care for the employees of businesses located in the plan area that is convenient to their places of employment; and, WHEREAS, the Agency benefits from providing such a facility as it contributes to the marketability of the businesses in the redevelopment plan area eliminating conditions of blight caused by vacant, undeveloped properties in the Gateway Redevelopment Plan Area. NOW THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Redevelopment Agency authorizes a lease agreement with the YMCA for the Gateway Childcare Center. BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to execute the lease agreement on behalf of the South San Francisco Redevelopment Agency. 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 ,2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: S:\Current Reso's\5-14-03 YMC.gateway.childcare.rda.doc City Clerk May 2003 Child Care Center Lease This Lease Agreement (the "Lease") is entered into as of ,2003 ("Effective Date"), by and between the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO (the "Agency"), and the PENINSULA FAMILY YMCA-YOUNG MEN'S CHRISTIAN ASSOCIATION OF SAN FRANCISCO, a California nonprofit corporation ("YMCA"). RECITALS A. The Agency is the owner of that certain real property located in the City of South San Francisco, County of San Mateo, State of California; more specifically, in the Gateway Development, property owned in fee simple by the Agency, located along Gateway Blvd. between East Grand Ave. and Oyster Point Blvd. an area of approximately 10,000 square feet; and which is described in the attached Exhibit IA], which is incorporated herein by this reference (the "Property"). B. YMCA desires to lease the Property from the Agency for the purposes of maintaining and operating a Licensed Child Care facility -(the "Center") on the Property to provide child care opportunities for the residents and businesses of South San Francisco. C. YMCA is willing to assume total responsibility and liability for operation, maintenance of the Center. D. The Agency is willing to grant a Lease to YMCA on the terms and conditions hereinafter set forth for the purpose of using the Property as specified herein for the operation, maintenance of the Center. E. Both parties enter into this agreement to set forth the relative rights and duties of each with respect to the obligations under the Lease. FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, the parties agree as follows: i. Lease. The Agency leases to YMCA the Property, subject to the conditions and covenants of this Lease. 2. Incorporation of Recitals. The Recitals set forth above are incorporated herein by this reference. 3. Use. Under this Lease, YMCA shall use the Property for the purposes of operating and maintaining a child care center. YMCA shall not use the Property for any other purposes without written permission from the Agency. The YMCA anticipates that such other purposes will include special events and recreational programming such as educational classes, parent events and/or wellness programs. 618481-1 May 2003 4. Term of Lease. The term of this Lease shall commence on or about and continue for a term of twenty-five (25) years renewable unless earlier terminated as provided herein (or in Section 6 below). YMCA shall, at its sole expense, remove all internal components placed at the Property within sixty (60) days of the termination of this Lease or on completion of the Lease term and shall, to the greatest extent reasonably feasible, restore the Property to its condition prior to the commencement of operation of the Center. In the event YMCA fails to remove such items, the Agency may, upon thirty (30) days notice to YMCA, remove said items at YMCA's sole cost and expense. This Lease shall terminate without further notice at the expiration of the term. Any holding-over by YMCA after expiration shall be a month-to-month tenancy and shall not constitute a renewal or extension or give YMCA any rights in or to the Property, except as expressly provided in this Lease. Notwithstanding the foregoing, no termination of this Lease shall release YMCA from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or date of surrender if it be later. 5. Option to Extend. YMCA shall have an option, to be exercised in YMCA's discretion, to extend this Lease for an additional 25-year period. YMCA shall provide written notice to Agency of its intention to exercise its option at least 6 months prior to the end of the initial lease period. If YMCA fails to notify Agency of its intention to exercise its option, the option shall terminate upon expiration of the lease. The parties may agree to further extensions of this Lease by mutual written agreement. 6. Early Termination. Either the Agency or YMCA may terminate this Lease prior to the termination date upon a minimum of six months notice ("Notice Period") to the other party to this Lease. Upon termination by either party, YMCA shall be obligated to vacate the Property within at the end of the notice period and return possession to the Agency. 7. Relocation Benefits. YMCA hereby expressly waives any right it may have to receive benefits under Federal and State Uniform Relocation Acts (United States Code, Title 42, Section 4601, et seq.; California Government Code, Section 7260, et seq.) as a result of Agency's use or possession of any portion of the Property. This requirement shall apply to any ~ktOl~;~,~l~ UI LgTllOd. l[ UI 1 IVIK.~2'~.. 8. Operation and Control. YMCA shall be solely responsible for the operation, control, supervision and expense of the Center at all times pursuant to Community Care Licensing regulations and the YMCA Operations Manual. The YMCA shall maintain and operate a child care program in accordance with the recommended developmentally appropriate practices established by the National Association for the Education of Young Children (NAEYC) or nationally recognized equivalent organization. The YMCA, at its sole cost and expense, shall be responsible for obtaining and installing any telephone, computer, surveillance, security, and playground equipment that is necessary or desired to safely conduct operations on the premises. 618481-1 May 2003 The YMCA, by and through its employees, shall be responsible for the day-to-day cost and expense of operation of the Center and the Property surrounding it, including payment of electrical, gas, water, sewer and other utility charges. The Agency shall pay any development fees applicable to the property, but the Agency shall have no obligation to provide supervision of the Center. 9. Accreditation. The YMCA shall begin the NAEYC accreditation process, or national equivalent, within two years of beginning operations and achieve accreditation within three years of commencing operations. Failure of the YMCA to meet or exceed state licensing standards and obtain NAEYC accreditation (or substantially equivalent national accreditation) as required in this section is grounds for termination of this agreement. Once accreditation is obtained, YMCA will be responsible for maintaining accreditation of the Center so long as it occupies the Premises.: 10. Fundraising Contribution. The YMCA intends to raise charitable contributions to fund equipment purchases and its initial start-up costs for the operation of the Center. The YMCA's goal is to raise at least $500,000 for this purpose. If the YMCA does not use all of the funds it raises for this purpose, it intends to give all excess funds to the Agency for future collaborations between the YMCA and the Agency and to fund maintenance and repairs to the Property. Additionally, YMCA shall make a one-time capital contribution of $ 200,000 to Agency as an initial payment to offset Agency's capital contribution. 11. Rent. The annual rent for the property will be waived in total, if the YMCA provides financial assistance calculated in accordance with Exhibit B. The annual rent and financial assistance amount shall be adjusted on July 1st of each year in the amount equivalent to the percentage change in the consumer price index over that of June 1 st of the preceding year. The financial assistance shall be provided as subsidized child care services as follows: a. YMCA shall subsidize twenty - five percent (25%) of the total number of enrolled childcare spaces at an average subsidy of 60% of the of the prevailing market rate childcare fee at the center. The specific subsidy for each child shall be determined using the Peninsula Family YMCA Financial Assistance Sliding Scale, attached as Exhibit C b. The YMCA shall provide childcare spaces in accordance with the following priorities: (i) First priority shall be given to children of residents of the City of South San Francisco meeting the income requirements set forth in subparagraph (b); (ii) Second priority shall be given to children of employees who work in the City of South San Francisco and whose incomes meet the requirements sets forth in subparagraph(b). c. Should the overall percentage of subsidized child care spaces fall below twenty percent (25%) of total number of enrolled child care spaces or should the average subsidy provided to 25% of the children fall below 60% of the of the prevailing market rate 618481-1 May 2003 childcare fee at the center, the Agency shall be entitled to rent equivalent calculated in accordance with the formula set forth in Exhibit B, attached hereto and incorporated herein. (d)An annual audit of YMCA by Agency shall be conducted in November of each year. The audit shall be conducted according to standard accounting principles and shall identify the percentage of enrollees subsidized and the amount of subsidy provided enrollees. Any rent due shall be paid within ninety (90) days of the date on which the audit is provided to YMCA. 12. Registration for participants identified by the City of South San Francisco. Families of those persons employed by businesses located within the City of South San Francisco will receive the first opportunity to register for the Center. A pre-registration period will be provided for these families. On an on-going basis, said employees' will receive first priority for registration when there are openings available. This courtesy will be extended throughout the length of the twenty-five (25) year lease. 13. Hours of Operation. YMCA, pursuant to State Licensing and the YMCA Operations Manual shall determine the hours of operation of the Center. (General purpose hours of Monday-Friday, 250-260 days per year, with hours similar to employers in the area but shall, at a minimum, be from 6a.m. to 8p.m. unless YMCA demonstrates to the Agency's satisfaction that such hours are not required to serve the existing demand for services.. (a) The YMCA may operate twenty-four (24) hours per day upon approval by the Agency. The YMCA shall inquire with companies and employers located in the area to determine whether twenty-four (24) hour child care is a desired service for employees in the East of 101 Redevelopment Plan Area. 14. Design. The exterior design of the site shall not be altered in any way without approval in writing by the Agency and shall conform to the South San Francisco General Plan and/or Municipal Code. 15. Permits and Approvals. As a condition to use of the Property, YMCA shall work with city of South San Francisco staffto obtain any required pe__rm_its~ licenses a_n_d approvals from the Agency and any other governrnental agencies having jurisdiction over YMCA's use of the Property. As a condition of this Lease, YMCA shall maintain such permits, licenses and approvals in force throughout the term of this Lease. The Agency shall be responsible for conducting any initial environmental review required to be undertaken in association with YMCA's development and use of the Property as a child care center. As a result of this environmental review, any fees, charges or other expenses that may be imposed by a regulatory agency other than the Agency shall be the sole responsibility of the YMCA. Any future environmental reviews that may be required during the term of the Lease shall be conducted by YMCA which shall be responsible for any and all fees and charges associated with such review. Agency's approval for these limited purposes shall not relieve YMCA from liability arising out of performance of the work or create any assumption of design or construction responsibility on the part of Agency. Approval by Agency shall not constitute a 618481-1 May 2003 warranty by Agency that such plans conform to applicable federal, state, and/or local codes and regulations. 16. Agency Contributions. YMCA and the Agency recognize that the Agency has made both out of pocket and in-kind contributions in connection with the Lease of the Property and the approval, construction and operation of the Center. These contributions are summarized in Exhibit 17. Lighting. Security lighting will be provided at the center in the form approved by the Agency of South San Francisco and the Gateway Property security. If necessary additional lighting will be installed in the exterior entranceway or play area. This lighting will be approved by the Agency prior to installation. 18. Future Construction. Any additional construction or improvements of the Center or on the Property must be approved in writing by the Agency and must be done in accordance with the City of South San Francisco Municipal Code. 19. Maintenance. YMCA shall maintain the Property and improvements, including the landscaping, irrigation and the water in the interior of area of the fenced playground and building only. The Agency or Gateway Properties will maintain the area exterior of the fence. Agency shall be responsible for extraordinary maintenance of the building, unless the maintenance is necessary due to YMCA's failure to perform preventative maintenance or is attributed to improvements installed by YMCA to operate the premises. 20. Tree Maintenance. YMCA shall be responsible for maintaining all trees located within the fenced area on the Property. The Agency or Gateway Properties will maintain the trees on the exterior of the fence. 21. Repairs. a. Except with respect to damage caused by the negligent or willful act or omission of YMCA, its agents, employees, invitees or contractors, or YMCA's misuse of the Property (which YMCA shall repair at its sole expense), Agency shall repair and replace, as necessary, all structural load-bearing components of the Property and improvements (including, without limitation, exterior walls and interior load-bearing walls), the roof and roof membrane, all major plumbing-which excludes interior components and fixtures, heating, ventilation, air conditioning and electrical systems-excluding those added by YMCA as part of any installed security or communication system, all major lighting facilities and equipment, all windows, exterior doors and plate glass, if any. Agency shall bear the cost of all such repair and replacement, except that YMCA shall establish a maintenance reserve in amount equal to one percent (1%) of the gross revenues of the Center, but not to exceed $10,000 per year, and YMCA shall make those funds available to Agency as YMCA's contribution to the cost of such repairs and replacements. YMCA shall contribute up to 50% of the cost of necessary repairs and replacements, as funds are available in the maintenance reserve fund. Any repairs or rebuilding performed by YMCA or Agency shall be done in accordance with all applicable local, state and federal regulations. Such repairs or rebuilding performed by YMCA must be approved in writing by the Agency and must be done in conformance with the City of South San Francisco Municipal Code. The Agency or 618481-1 May 2003 Gateway Owner's Association will be responsible for any and all repairs to equipment, buildings or landscaping on the exterior of the fenced area. b. Except for Agency's maintenance and repair obligations under Section 21 (a), YMCA at its expense shall keep the Property in good order, condition and repair, ordinary wear and tear excepted, including landscaping inside the fence. 22. Destruction or Damage Partial Damage. If there is damage to the Property which can reasonably be repaired within 270 days from the date of casualty, the Agency shall repair such damage as promptly as possible and restore the Property to the condition existing prior to the casualty, including any required code upgrade, and this Lease shall continue in full force and effect, if such loss is insured. If the loss is not insured or if Agency will not receive sufficient insurance proceeds to repair such damage, Agency shall give written notice thereof to YMCA. YMCA or Agency may elect within forty- five (45) days after such notice to contribute the shortfall, without reimbursement, and if neither so elects, either party may terminate this Lease effective as of the date of the casualty by giving notice to the other party prior to the commencement of restoration. Agency shall have no obligation to repair YMCA's trade fixtures or equipment, except for damage thereto caused by the Agency. b. Total Destruction. If there is damage, whether or not an insured loss, (including destruction required by any authorized public authority), which cannot reasonably be repaired within 270 days of the casualty, this Lease shall automatically terminate on the date on which the casualty causing the total destruction occurred. c. Abatement of Rent; YMCA's Remedies. If either party restores the Property pursuant to this Section 22, the rent or financial assistance required for the period during which such restoration continues shall be abated in proportion to the degree to which YMCA's use of the Property is impaired. Except for such abatement, YMCA shall have no claim against Agency for any damage suffered by reason of any such damage, destruction, repair or restoration. If Agency is required or elects to restore the Property under the provision of this Section 22, and does not commence such re~qtnratinn within (9713) clnv~ nFt~r th~ ctnt~ cnCr, ammltxz V~/IO A max, terminate this Lease by giving Agency notice thereof at any time prior to the commencement of the actual work of restoration on or about the Property. If the Agency commences restoration but fails to substantially complete the restoration within one year (365 days) from the date on which construction begins, as such period may be extended by acts of force majeure and other events beyond the reasonable control of the Agency, YMCA may terminate this Lease upon notice to Agency given at any time before restoration is completed. In either event, this Lease shall terminate as of the date of such notice. d. Waiver. Agency and YMCA waive the provisions of any statutes that relate to the termination of leases when leased property is damaged or destroyed, and agree that such events shall be governed by the terms of this Lease, including California Civil Code Sections 1932 and 1933. 618481-1 May 2003 23. .Right of Entry. The Agency, its officers, agents, employees or authorized representatives, upon reasonable notice, reserve and shall at all times have the fight to enter upon the Property and the improvements thereon at all reasonable times to inspect the same or to perform any other acts authorized by this Lease or by the terms of any permit or Agency ordinance. 24. Signage. The YMCA shall post signs at the Center indicating that they are the operating party. All signs and/or banners displayed on the exterior of the Center must be approved in accordance with the City of South San Francisco Municipal Code's design review provisions and be approved by the Agency's Executive Director. 25. Default/Remedies of Agency. In the event that YMCA: a. Fails to maintain or operate the Property for the principal purposes for which the same are hereby demised, or fails to repair or pay utilities as provided herein or any taxes or assessments when due; or b. Fails to maintain reasonable and adequate supervision of the Property; or c. Transfers or sublets the Property in violation of Section __ of this Lease; or d. Permits liens to be placed on the property in violation of Section of this Lease; or or e. Fails to maintain insurance as provided in Section __ herein; or f. Breaches any other material provision of this Lease, and further fails to remedy any such faults or defects described in a-f herein within thirty (30) days after written notice to do so from the Agency. g. Said events described in a-f above shall constitute a default(s) by the YMCA, and the Agency may then elect to terminate and cancel this Lease; provided that in the event of a war or national or local emergency, or act of God, it becomes impossible for 5:~IViCA to so construct upon, maintain or operate said Property, the Lease shall not be canceled during the continuance of such cause of impossibility, but that during the continuance the Property may be used for any other appropriate purpose which has been approved by the Agency. h. In addition to the Agency's fight to terminate the Lease for a default described above, the Agency may exercise any other right or remedy available at law or in equity. i. As a precondition to pursuing any remedy for an alleged default by YMCA, the Agency shall, before pursuing any remedy, give notice of default to YMCA stating that the notice was for the purpose of notice under this provision. Each notice of default shall specify in detail the alleged event of default and the intended remedy. 618481-1 26. 27. May 2003 j. If the default is for non-payment of taxes or other sums to be paid by YMCA hereunder, YMCA shall have thirty (30) days after written notice is given to YMCA to cure the default. For the cure of any other default, YMCA shall have thirty (30) days after written notice of default is given as provided herein to commence curing the default and sixty (60) days to complete curing of such default, and such time may be extended by option of the Agency. Mediation. Should any dispute arise out of this Lease which cannot be resolved by the parties, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached, neither party shall be deemed the prevailing party for purposes of the settlement, and each party shall bear its own legal costs. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. Restriction on Use. YMCA agrees that the Property will not be used for any of the following activities: a. Dumping. YMCA shall not cause or permit the dumping or other disposal on, under or about the Property of refuse, Hazardous Material (as defined below) or any other materials that could pose a hazard to the human health or safety of the environment. b. Hazardous Material. No Hazardous Material (as defined below) will be brought upon, kept, used, stored, generated or disposed of in, on or about the Property, or transported to or from the Property except that YMCA may use vehicles and equipment customarily used during the course of its normal activities and shall be in full compliance with all applicable environmental laws during such use. YMCA shall immediately notify the Agency when YMCA learns of, or has reason to believe that, a release of Hazardous Material has occurred in, on or about the Property. YMCA shall further comply with all laws requiring notice of such releases or threatened releases to mitigate the release or minimize the spread of contamination. In the event any Hazardous Material (as defined below) is released on or about the Property, YMCA shall, without cost to the Agency and ~t~ a~u~uixu, cc WlUl i:tll laW~ allot ICgLIIaLIOiIS, return therroperty~' ' to the condition immediately prior to the release. In connection therewith, YMCA shall afford the Agency a full opportunity to participate in any discussion with governmental agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise proceeding involving Hazardous Material. For purposes hereof, "Hazardous Material" means material that, because of its quantity, concentration or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to public health, welfare or the environment. Hazardous Material includes, without limitation, any material or substance defined as a "hazardous substance, pollutant or contaminant" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et seq., or pursuant to Section 25316 of the California Health & Safety Code; a "hazardous waste" listed pursuant to Section 25140 of the California Health & Safety Code; any asbestos and 618481-1 May 2003 asbestos containing materials whether or not such materials are part of the Property or are naturally occurring substances in the Property, and any petroleum, including, without limitation, crude oil or any fraction thereof, natural gas or natural gas liquids. The term "release" or "threatened release" when used with respect to Hazardous Material shall include any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing in, or under or about the Property. YMCA shall not be responsible to remediate, clean-up or pay any fines or other charges resulting from any pollution or condition that was on the Property before the Lease took effect. c. Nuisances. No activities shall be conducted on the Property that constitute waste, nuisance or unreasonable annoyance (including, without limitation, emission of objectionable odors, noises or lights) to the Agency, to the owners or occupants of neighboring property or to the public. 28. Indemnity. YMCA shall release, defend (with counsel reasonably satisfactory to the Agency), indemnify and hold harmless the Agency, and its officers, board members, commissioners, employees, or agents, and their respective successors and assigns (all of the above hereinafter collectively known as "Indemnitees"), from and against all liabilities, obligations, damages, penalties, claims, costs, charges and expenses (including reasonable attorney's fees and expense for loss of or damage to property and for injuries to or death of any person, including, but not limited to, the presence or release of any hazardous materials as defined in Section 26 and the property and employees of each party) when arising or resulting fi-om the use of the Property by YMCA, its agents, employees, contractors, subcontractors, or invitees or YMCA's breach of these provisions by reason of any of the following occurrences, unless caused by the sole negligence or willful misconduct of the Agency or its respective officers, agents or employees, during the term of this Lease: a. Any work or thing done in, on or about the Property and the improvements thereon or any part thereof by YMCA, or its agents, employees, invitees, or contractors; or U. ~-u~y use, non-use, possession, occupation, conaluon, operation, maintenance or management of the Property and the improvements thereon or any part thereof by YMCA, or its agents, employees, invitees, or contractors; or c. Any negligence on the part of YMCA or any of its agents, contractors, agents, employees, or invitees; or d. Any accident, injury or damage to any person or property occurring in, on or about the Property and the improvements thereon or any part thereof; or eo Any failure on the part of YMCA to perform or comply with any of the terms, provisions, covenants and conditions contained in this Lease to be performed or complied with on its part. 618481-1 May 2003 i. In case any action or proceeding is brought against the Agency or its respective officers, agents or employees that is subject to YMCA's indemnity obligation hereunder, YMCA, upon written notice from the Agency, shall, at YMCA's expense, resist or defend such action or proceeding by counsel selected by YMCA or YMCA's insurance cartier and determined by the Agency to be reasonably satisfactory. ii. The duty of YMCA to indemnify and save harmless includes the duties to defend as set forth in Section 2778 of the California Civil Code. It is the express intent of the parties that YMCA will indemnify and hold harmless Indemnitees from any and all claims, suits or actions arising from any cause whatsoever as set forth above regardless of the existence or degree of fault or negligence on the part of the Agency, YMCA, or any subcontractor or employee of any of these, other than the sole negligence, willful misconduct or criminal acts of the Agency, its board members, officers, employees and agents. YMCA waives any and all rights to any type of express or implied indemnity against the Agency, its board members, officers or employees. This indemnity shall survive termination or expiration of this Lease. iii. It is the intention of the parties that should any term of this indemnity provision be found to be void or unenforceable, the remainder of the provision shall remain in full force and effect. f. Notwithstanding the above provisions of this paragraph 29, YMCA shall not indemnify Agency, it officers, agents or employees for costs or expenses caused by any injury or illness suffered by Agency's employees due to an event described in a-e above, other than those injuries caused by the negligence or willful misconduct of YMCA or its officers, employees, agents, invitees and assigns. 29. Insurance. YMCA and Agency shall maintain in full force and effect during the term of this Lease and any extension hereof, the following insurance: Worker's Compensation. As required by Section 1860 of the California Labor c',-,~ (Chapter 1 ............. 1Q~) ...... ~,~ ...... , .... ,q,,,~,~,o ^,. successor acts thereto gove~ng the liability of employers to their employees, the ~CA ~d Agency shall sec~e Workers' Compensation coverage with ~ Employer's Liability limit of at least $1,000,000. The policies shall contain a waiver of subrogation in hvor of the other p~y and its respective bo~d members, officers, employees, agents while acting in such capacity,, ~d their successors ~d assi~ees, as they now or as they may hereafter be constituted singly, jointly or severally, consistent with the inde~ty provisions oftMs Lease. Commercial General Liability. YMCA shall, at its own cost and expense, procure and maintain Commercial General Liability insurance.. The policy shall include, as additional insureds, Agency and its respective board members, officers, employees and agents while acting in such capacity, and 618481-1 May 2003 their successors or assignees, as they now or as they may hereafter be constituted, singly, jointly or severally, consistent with the indemnity terms of this Lease. The policy shall be primary and contain cross liability and severability of interest clauses. The policy shall have a combined single limit of at least $2,000,000 for bod/ly injury and property damage per occurrence. This insurance shall include but not be limited to premises and operations; contractual liability covering the indemnity provisions contained in this Agreement; personal injury; explosion, collapse and underground coverage; products and completed operations and broad form property damage. The policy shall contain a waiver of subrogation in favor of Agency and its respective board members, officers, employees, agents while acting in such capacity, and their successors and assignees, as they now, or as they may hereafter be constituted singly, jointly or severally, consistent with the indemnity provisions of this Lease. c. Automobile Liability Insurance. YMCA shall, at its own cost and expense, procure and maintain Automobile Liability insurance providing bodily injury and property damage coverage with a combined single limit of at least $2,000,000 per occurrence for all owned, non-owned and hired automobiles. This insurance shall provide contractual liability covering all motor vehicles and mobile equipment to the extent coverage may be excluded from general liability insurance. Such insurance shall include, as additional insureds, Lessor and its respective board members, officers, employees and agents while acting in such capacity, and their successors or assignees, as they now or as they may hereafter be constituted, singly, jointly or severally. The policy shall contain a waiver of subrogation in favor of Agency and its respective board members, officers, employees, agents while acting in such capacity, and their successors and assignees, as they now, or as they may hereafter be constituted singly, jointly or severally, consistent with the indemnity provisions of this Lease. d. Property Insurance. YMCA shall, at its own cost and expense, procure and maintain property insurance to protect its interest in the Property, with loss payable to the Agency ,and any fixtures placed on the Property pursuant to this Lease covering all risks ofphysicai loss or damage to such Property, materials or improvements, except the perils of flood and earthquake. The coverage under such policy shall have coverage limits adequate to protect the full replacement value of the Property, improvements and any fixtures placed on the Property. The policy shall contain a waiver of subrogation in favor of Agency and its respective board members, officers, employees, and agents while acting in such capacity, and their successors and assignees, as they now, or as they may hereafter be constituted singly, jointly or severally, consistent with the indemnity and maintenance provisions of this Lease. e. Additional Policies of Insurance. In addition to the requirements described above, YMCA shall maintain any other insurance that may be required by law, statute or governmental regulations. 618481-1 May 2003 f. All Policies. The insurance policy[ies] shall be written by an insurance company or companies with a minimum Best's rating of A-VII. Such insurance company shall be authorized to transact business in the State of California. g. Evidence of Insurance. Prior to occupying the Premises, YMCA and Agency shall file a Certificate of Insurance with the other party evidencing coverage, and upon request, a certified duplicate original of the policy(ies). The insurance company(ies) issuing such policy(ies) shall give written notice to the other party of any material change and provide at least thirty (30) days notice of cancellation. h. Failure to Maintain. Failure to maintain the liability insurance policy(ies) in conformance with this Section shall constitute a default by either party and they may elect to terminate and cancel the Lease pursuant to Section 6 i. Self-Insured YMCA. Upon evidence of financial capacity satisfactory to Agency and with Agency's permission, YMCA may self-insure any of the above- required coverages. j. Third Party Beneficiaries. The City of South San Francisco shall be deemed a third party beneficiary under this Lease for purposes of enforcing any rights to indemnification and insurance granted in this Lease, and shall be entitled to seek attorneys fees and costs as provided in Section 33 below in any dispute arising from the enforcement of said rights: k. Policy Review. The liability insurance requirements required hereunder shall be reviewed by the Agency and YMCA every five (5) years for the purpose of increasing, if necessary, the minimum limits of such insurance to limits which shall be reasonable and customary for similar facilities of like size and operation. YMCA agrees to obtain insurance in the amounts deemed appropriate by the Agency pursuant to this provision. 30. Compliance with Laws. At all times, YMCA shall comply, at YMCA's expense, with all applicable laws, regulations, rules and orders with respect to the use of the Property, regardless of when they become or became effective, including, without limitation, those relating to construction, grading, signage, health, safety, noise, environmental protection, hazardous materials, waste disposal and water and air quality, and shall furnish satisfactory evidence of such compliance upon request of the Agency. 31. Successors and Assigns. YMCA shall not assign nor sublet, or otherwise transfer this Lease, in whole or in part, any rights covered by this Lease, or permit any other person, firm or corporation to use, in whole or in part, any of the rights or privileges granted pursuant to this Lease, without first obtaining the written consent of the Agency. Any encumbrance, assignment, transfer or subletting without the prior written consent of the Agency, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of the Agency, terminate the Lease. The construction of improvements by the YMCA shall not be considered an assignment of this Lease. 618481-1 May 2003 32. No Waiver. No waiver of any default or breach of any covenant of this Lease by either party shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and then the waiver shall be operative only for the time and to the extent stated. Waivers of any covenant, term or condition by either party shall not be construed as a waiver of any subsequent breach of the same covenant, terms or condition. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar acts. 33. Attorneys' Fees. If any legal proceeding should be instituted by either of the parties to enforce the terms of this Lease or to determine the rights of the parties under this Lease, the prevailing party in the proceeding shall receive, in addition to all court costs, reasonable attorneys' fees. 34. Condemnation. In the event all or any portion of the Lease is condemned for public use, YMCA shall receive no compensation whatsoever, unless a specific amount is awarded for the taking and damaging of any of YMCA's improvements or property on the Property and in such case compensation shall be limited to the value of YMCA's approved improvements on the property and furnishing but only to the extent YMCA purchased, provided or installed at their sole cost or expense said improvements and said improvements or furnishings are not returned to YMCA for its future use. 35. Waiver of Liability. Neither the Agency nor any of its board members, commissions, departments, boards, officers, agents or employees shall be liable for any damage to the property of YMCA, its officers, agents, employees, invitees, parking patrons, contractors or subcontractors or their employees, for any bodily injury or death to such persons, resulting or arising from the condition of the Property or its use by YMCA, except where such damage, bodily injury or death is caused by the sole negligence and/or willful misconduct of the Agency or its board members, departments, boards, officers, agents or employees. 36. Non-Discrimination. YMCA shall not, in the operation and use of the Property, discriminate against any person or group of persons solely because of race, color, creed, national 37. Taxes. Any and all real property taxes, sales taxes or any other form of tax assessed or imposed against the Property arising out of, or attributable to, YMCA's occupancy and use of the Property, including possessory interest taxes, shall be borne exclusively by YMCA. YMCA shall be responsible for payment, before they become delinquent, of all taxes charged and assessments levied upon or assessed against the Property during the term of this Lease, including but not limited to Possessory Interest Tax as outlined in Section 107.6 of the California Revenue and Taxation Code. 38. Utilities. YMCA shall pay for all water, gas, heat, light, power, telephone, refuse and other utilities and services supplied to the Property, together with any taxes thereon. It is acknowledged that the Lease is a "Triple Net" Lease and that the YMCA is responsible for all utilities as well as the care and maintenance of the Center. 618481-1 May 2003 39. parties. Amendment. This Lease may be amended only upon written agreement of the 41. Captions. The captions of the various articles and sections of this Lease are for convenience and ease of reference only and do not necessarily define, limit, augment or describe the scope, content, or intent of this Lease or of any part or parts of this Lease. 42. Gender. The neuter gender includes the feminine and masculine, and each includes corporation, partnership, or other legal entity when the context so requires. 43. Singular and Plural. The singular number includes the plural wherever the context so requires. 44. Exhibits, Addenda. All exhibits and addenda to which reference is made in this Lease are incorporated in the Lease by the respective references to them, whether or not they are actually attached, provided that they have been signed or initialed by the parties. Reference to the "Lease" includes matters incorporated by reference. 45. Applicable Law. This Lease shall be construed and interpreted in accordance with the laws of the State of California. 46. Covenants and Conditions. All provisions of this Lease whether covenants or conditions, on the part of YMCA shall be deemed to be both covenants and conditions and such covenants shall survive termination. In addition to any covenants and condition is this A~eement, YMCA shall be responsible for implementing and adherence to the Covenants, Conditions and Restrictions of the Gateway Project with respect to parking management and traffic flow. The Covenants, Conditions and Restrictions governing the property are attached hereto as Exhibit and incorporated herein. 47. Construction of Lease; Severability. To the extent allowed by law, the terms, covenants, conditions, provisions and agreements in this Lease shall be construed and given effect in a manner that avoids any violation of statute, regulation or law. The Agency and YMCA covenant and agree that in the event any term, covenant, condition, provision or agreement in this Lease is held to be invalid or void by a court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or agreement shall in no way affect any other term covenant, condition, provision or agreement in this Lease. 48. No Benefit to Third Parties. Nothing herein shall be construed to be for the benefit of third parties, except those third parties identified in this Agreement, unless otherwise approved in writing by both parties. 49. Notices. All notices required or permitted to be given under this Lease shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or by personal delivery or by overnight courier, to the appropriate address indicated below or at such other place or places as either the Agency or YMCA may, from time to time, respectively, designate in written notice given to the other. Notices shall be deemed sufficiently served four (4) days after the date of mailing or upon personal delivery. 618481-1 May 2003 To YMCA: Peninsula Family YMCA 1877 South Grant Street San Mateo, CA 94402 Attn: Executive Director To Agency: City of South San Francisco Redevelopment Agency 400 Grand Ave South San Francisco, Ca 94080 Attn: Director of Economic and Community Development WITH COPY TO: City Clerk 50. Execution in Counterparts. This Lease may be executed in two (2) or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 51. Integration. This Lease constitutes the complete expression of the agreement between the parties and supersedes any prior agreements, whether written or oral, concerning the subject of this Lease, which are not fully expressed in this Lease. Any modification of or addition to this Lease must be in writing signed by both parties. 618481-1 May 2003 IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written by their duly authorized representatives. REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, PENINSULA FAMILY YMCA - YOUNG MEN'S CHRISTIAN ASSOCIATION OF SAN FRANCISCO, a California nonprofit corporation By: Michael A. Wilson Executive Director By: Title: Attest: City Clerk By: Title: Approved as to form: Steven T. Mattas Agency General Counsel 618481-1 Exhibit B Childcare Subsidy to be Provided by the YMCA in Lieu of Rent The YMCA agrees to provide to a minimum o£25% of the children enrolled in the YMCA childcare program a childcare tuition subsidy averaging 60% of the prevailing market rate childcare fee at the center. The specific subsidy for each child shall be determined using the Peninsula Family YMCA Financial Assistance Sliding Scale, attached as Exhibit C, ranging fi:om 25-75% based on an income to family size ratio. All subsidies will be targeted to children of low- and very low-income families. Default Fee To Be Paid By The YMCA If Agreed Upon Childcare Subsidy Is Not Provided in Lieu of Rent If the YMCA does not meet the requirement of providing subsidized childcare of an average of 60% of the childcare fee per child for 25% of its enrolled children, they will be required to pay a fee equal to the percentage of subsidy that they failed to provide times the average cost of child care times the number of subsidized child care slots that are required by this lease to be filled with low-income children. The values used to calculate this fee will vary annually depending on the total number of children enrolled in ckildcare and the annual average cost of providing childcare for one child. This fee represents an estimate of the difference between the amount of subsidy that the YMCA agrees to provide through this lease and the amount of subsidy they ~ctually provide in any given year, if that subsidy amount is below what is required by the lease. The equation is: Fee = (.6 - Actual average childcare subsidy as a percent of market rate childcare fee)(# of required subsidized childcare slots: 25% of total childcare enrollment)(Annual average cost of providing child care for one child) The average cost of providing childcare will be calculated annually by the YMCA. The calculation of the average annual childcare fee subsidy must include 25% of the total childcare enrollment. If less than 25% of the total childcare enrollment received subsidies, 0% subsidies must be calculated into the average for the difference between the number of children who received childcare subsidies and the number of children that constitute 25% of the total childcare enrollment. The 2004 projected budget and enrollment numbers: Ave. cost/child/year: $9,311.00 Given these conditions, in 2004 the equation would be: Fee = (.6 - Actual average childcare subsidy as a percent of market rate childcare fee) (.25 x 101)($9,311.00) For example, if the YMCA only provided an average subsidy of 50% to 25% of the enrolled children, their fee would equal (.6 - .5)(.25 x 101)($9,311.00) or $23,510. Exhibit C Peninsula Family YMCA Financial Assistance Sliding Scale Proposed for July 2002 Proposed Annual Income $6,600.00 $7,7O0.00 $8,250.00. $11,000.00 $12, $1 $15,400.00 $16,500.00 $18,150.00 $19,800.00 $2O,900.OO $22,550.00 $24,200.00 $25,30O.O0 $26,95O.O0 $28,600.00 $29,700.00 $31,350.00 $33,000.00 $34,100.00 $35,2OO.0O $36,850.00 $38,500.00 $39,600.00 $41,800.00 $42,9OO.0O $44,OOO.OO $45,650.00 $47,300.00 $48,400.00 $50,050.00 $51,700.00 $52,800.00 $54,450.00 $56,100.00 $57,200.00 $58,850.00 $60,500.00 Number in Family Unit 2 3 4 5 6 8 50% 25% Redevelopment Agency Staff Report DATE: TO: FROM: May 28, 2003 Redevelopment Agency Members Assistant Executive Director SUBJECT: RESOLUTION TO AWARD THE CONSTRUCTION CONTRACT AND AUTHORIZE AN AMENDMENT TO THE 2002-03 CAPITAL IMPROVEMENT PROGRAM BUDGET IN THE AMOUNT OF $1 MILLION FOR CONSTRUCTION OF THE GATEWAY CHILDCARE CENTER. RECOMMENDATION: It is recommended that the Redevelopment Agency adopt the attached resolution to award the construction contract for the Gateway Childcare Center to Coast Side Associates, in the amount of $1,957,433 and to authorize an amendment to the 2002-03 Capital Improvement Program budget in the amount of $1 million. BACKGROUND: In June 2000, the Redevelopment Agency approved a Precise Plan for Boston Properties to construct two office buildings and a parking garage at 611-681 Gateway Boulevard. As part of that approval, Boston Properties agreed to provide to the City an existing landscape strip located along Gateway Boulevard, just south of 601 Gateway Boulevard, for a childcare facility. In June 2002, the Board authorized staff to retain the architectural consultant team of Starkweather Bondy to design a childcare facility on the roughly .7 acre site within the landscape strip, and in September 2002, the Agency approved Precise Plan PP-02~0059, accepting the design of the approximately 8,300 square foot facility with related playground and site improvements. DISCUSSION: The Public Works Department initially advertised the subject project in February 2003, and opened bids on March 24, 2003. At the April 9, 2003 Redevelopment Agency meeting, the Board rejected all bids. The project was readvertised and bids were opened on April 15, 2003. The following were the bid results: Staff Report roi Re: Date: Redevelopment Agency Board Award of Contract and Budget Amendment for the Gateway Childcare Center May 28, 2003 Page 2 of 4 CONTRACTOR BID AMOUNT Coast Side Associates - Half Moon Bay $1,957,433 Alpha-Bay Construction - San Francisco $1,980,889 XL Construction - San Jose $1,981,346 Tirmey Construction - Redwood City $2,011,262 John Plane Construction - Burlingame $2,020,253 Competent Builders - San Francisco $2,144,390 Kin Wo Construction - San Francisco $2,174,457 Seto's Construction - San Francisco $2,208,223 Staff has reviewed the qualifications and references of Coast Side Associates and found them to be satisfactory. The project schedule provides for work to commence in June 2003, and completed by the first part of 2004. Staff recommends that the contract be awarded to Coast Side Associates in the amount of $1,957,433. Staff Report To: Redevelopment Agency Board Re: Award of Contract and Budget Amendment for the Gateway Childcare Center Date: May 28, 2003 Page 3 of 4 FUNDING: Budget Amendment In 1999, the City issued Tax Allocation Bonds in the amount of $28 million dollars for Gateway refinancing. Two million of the bond funds have been budgeted for the project in the 2002-03 Capital Improvement Program budget (CI? Project #0225). This was done prior to completion of design and before related site development costs were known. The cost breakdown for the design and construction of the childcare facility and related site improvements is shown below: Project Cost Amount Architectural Services $301,000 Geotech study $15,000 Soils evaluation $10,000 Cost Estimating $20,000 Parcelization- Surveying, $20,000 mapping, title insurance Construction Contract $1,957,433 10% Construction contingency $200,000 10% Administration/Inspection $200,000 Total Estimate $2,723,433 Fronds ate avanamc aura tsat~way r~onu proceeus to accommodate this budget transfer and to increase the Gateway Project approved CIP by $1 million for this project. (Agency funds may be expended for the construction of the childcare center pursuant to Health and Safety Code Section 33445.) The attached resolution increases the project funding and transfers $1 million from the Gateway Bond to the C1?. Note: Any unused allocated monies would be returned to the Gateway Bond fund. Redevelopment Area Plan Consistency Construction of the center will assist the Agency in furthering the objectives identified in the Gateway Redevelopment Plan Area by providing child care to the employees of businesses in the Gateway Center Project where such an amenity assists in ensuring continued marketability of the existing facilities, increasing the ability of businesses to succeed in the Plan Area, and thereby serving to eliminate blight in accordance with the objectives of the Plan. Staff Report To: Redevelopment Agency Board Re: Award of Contract and Budget Amendment for the Gateway Childcare Center Date: May 28, 2003 Page 4 of 4 Environmental Determination In its approval of the Precise Plan for the Gateway Childcare Center, the Redevelopment Agency determined that any potential environmental impacts of the childcare center had been adequately analyzed in the Mitigated Negative Declaration certified in July 2000 for the Boston Properties project (MND-00-020), and that no further environmental analysis was necessary. Additionally, the project is exempt pursuant to CEQA Guidelines Section 15332, in-fill development. CONCLUSION: Staffrecommends that the Redevelopment Agency adopt the attached resolution to award the construction contract for the Gateway Childcare Center to Coast Side Associates, in the amount of $1,957,433 and to authorize an amendment to the 2002-03 Capital Improvement Program budget in the amount of $1 million. BY: Assistant Executive Director ATTACHMENT: Resolution Bid Breakdown SK/BA/JG/ed Michael A. Wil~on Executive Director RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALZFORNIA A RESOLUTION AWARDING THE CONSTRUCTION CONTRACT FOR THE GATEWAY CHII~DCARE CENTER TO COAST SIDE ASSOCIATES IN THE AMOUNT OF $1,957,433 AND AMENDING THE 2002-03 CAPITAL IMPROVEMENT PROGRAM (NO. 03-22) BUDGET TO ADD $1,000,000 FROM GATEWAY BOND PROCEEDS WHEREAS, pursuant to California Health and Safety Code Section 33391, the Redevelopment Agency has the authority to acquire property in a redevelopment plan area; and WHEREAS, the acquisition of the site for the construction of the childcare center was approved by Resolution No. 03- __., adopted May 28, 2003; and WHEREAS, construction of the center will assist the Agency in furthering the objectives identified in the Gateway Redevelopment Plan Area by providing child care to the employees of businesses in the Gateway Center; and WHEREAS, such an amenity is necessary and desirable to ensure continued marketability of the existing facilities; and WHEREAS, the ability of businesses to succeed in the Plan Area serves to eliminate blight in accordance with the objectives of the Plan; and WHEREAS, based on the foregoing, Agency funds may be expended for the construction of the childcare center pursuant to Health and Safety Code Section 33445; and WHEREAS, the project was previously analyzed in accordance with the requirements of the California Environmental Quality Act, CEQA, and the Agency adopted Negative Declaration ND- 00-020 on July 26, 2000. Additionally, the project is exempt pursuant to CEQA Guidelines Section 15332, in-fill development; and WHEREAS, staff recommends that the construction contract be awarded to Coast Side Associates in the amount of $1,957,433; and WHEREAS, funds are available from Gateway Bond proceeds to accommodate this budget transfer and to increase the Gateway Project approved Capital Improvement Program budget by $1 million for this project NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Redevelopment Agency awards the construction contract for the Gateway Childcare Center to Coast Side Associates in the amount of $1,957,433 and amends the 2002-03 Capital Improvement Program budget (No. 03-22) by adding $1,000,000 to this project with funding from Gateway Bond Proceeds. 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 ,2003 by the following vote: AYES' NOES: ABSTAIN: ABSENT: ATTEST: S :\Current Reso's\5~ 12-03construction.gateway.childcare.rda.res.doc City Clerk · l I : I I' I I ! I I. I I - I i -- PROPOSED SITE OF OATE~AY I~rlllDC, A~ CDI]ER 611 OAI~'WAY BLVD. · ~51 GAI~/AY ~L~A).~ GATEWAY Bl~. GATEWAY CHILDOARE CENTER VICINITY/CONTEXT MAP I J NOT TO SCALE CITY OF SOUTH SAN FRANCISCO GATEWAY CHILD CARE BUILDING ALL BIDS - BREAKDOWN - TOTAL COSTS COMPETENT CONTRACTOR --> XL BUILDERS COASTSIDE TINNEY CONST. SETO'S KIN we JOHN PLANE ALPHA BAY ITEM QUANTI ITEM DESCRIPTION UNIT COST COST COST COST COST COST COST COST NO. TY 1 Site Construction: Demolition 1 Ls $ 5,429.00 $ 16,500.00 $ 15,866.00 !$ I$ 11,550.00 $ 7,000.00 $ 20,000.00 $ 7,884.00 2 Site Construction: Earthwork 1 LS $ 48,857.00 $ 82,500.00 $ 70,635.00 I$ 83.719.00 $ 73,654.00 $ 70,000.00 $ 24,000.00 $ 43,080.00 3 Site Construction: Site Utilities 1 LS $ 73,176.00 $ 81,070.00 $ 58,142.00 i$ 65,006.00 $ 87,018.00 $ 60,000.00 $ 65,000.00 $ 43,188.00 4 Site Construction: Landscaping 1 LS $ 92,904.00 $ 110,660.00 $ 147,406.00 $ 88,311.00 $ 86,297.00 ,$ 155,000.00 $ 90,000.00 $ 97,083.00 5 Site Constrauction: Concrete Paving 1 LS $ 67,538.00 $ 71,280.00 $ 52,796.00 $ 96,915.00 $ 88,352.00 $ 71,000.00 $ 50,000.00 $ 78,448.00 6 Concrete Foundations ~ LS ~ $ 114,137.00 $ 52,800.00 $ 86,098.00 $ 186,025.00 $ 196,350.00 ~ $ 42,263.00 $ 80,000.00 ~$ 109.500.00 7 Concrete: Slab on Grade 1 LS '$ 48,916.00 $ 105,600.00 $ 79,475.00 $ $ 46,200.00 $ 139,094.00 $ 80.000.00 =$ 64,2~.00 S Metals: Sructural Steel 1 LS ~$ 63,687.00 $ 24,750.00 $ ~5,9~8.00 $ 67,136.00 $ 23,100.00 $ 28,363.00 $ 30,000.00 ~ 25,900.00 " Metals: Metal Fabriation ~ LS ~$ 3,352.00 $ 39,600.00 $ 838.00 $ $ 46,200.00 $ 4,210.00 $ 40,000.00 $ 39,995.00 Metals: Sub Total ~o Wood: Rough Carpentry ~ ES ~$ 2,596.00 $ 269,550.00 $ 258,126.00 $ 274,129.00 $ 277,200.00 $ 176,185.00 $ ~1,253.00 $ 269,860.00 ~ Wood: Glu-Lam Structural Units ~ LS ~$ ~6,531.00 $ 11,000.00 $ 64,658.00 $ $ 57,750.00 $ 230,575.00 $ 60,000.00 $ 63,t54.00 ~2 Wood: Finish Carpentry ~ ES :$ 10,382.00 $ 18,150.00 $ 1,690.00 $ $ 17,325.00 $ 4,620.00 $ 10,000.00 $ 28,650.00 13 Wood: Architectural Woodwork ~ LS I$ 62,554.00 $ 85,580.00 $ 63,2~.00 $ 74,4~.00 $ 71,930.00 $ 64,142.00 ~ 97,000.00 $ 72,737.00 ~4 Thermal and Moisture Protection: Buildin~ ~ LS ~$ 18,418.00 $ 31,900.00 $ 18,245.00 $ 13,717.00 $ 17,961.00 $ 18,8~.00 ~ 14,000.00 $ 14,892.00 ~S ThermaJ and Moisture Protection: Underla ~ LS ~$ 2,36%00 $ 12,100.00 $ 2,406.00 $ $ 19,635.00~$ 14,534.00 S 6,500.00 ~$ 6,933.00 1 5/9/20032:03 PM COMPETENT CONTRACTOR --> XL BUILDERS COASTSIDE TINNEY CONST. SETO'S KIN WO JOHN PLANE ALPHA BAY ITEM QUANTI ITEM DESCRIPTION UNIT COST COST COST COST COST COST COST COST NO. TY 16 Thermal and Moisture Protection: Roofin( 1 LS $ 110,428.00 $ 110,000.00 $ 104,580.00 $ 104,678.00 $ 138,600.00 $ 108,790.00 I$ 10,000.00 $ 101,493.00 Thermal and Moisture Protection: Sub 17 Doors and Windows: Steel Doors 1 LS $ 25,701.00 $ 30,470.00 $ 38,159.00 $ 54,125.00 $ 18,047.00 $ 23,758.00~ $ 25,000.00 $ 13,867.00 la Doors and Windows: Access Doors & Par 1 LS $ 525.00 $ 2,200.00 $ 2,543.00 $ $ 2,310.00 $ 3,532.00 $ 1,000.00 $ 1,146.00 ~9 Doors and Windows: Aluminum Window 1 LS $ 37,352.00 $ 77,000.00 $ 40,220.00 $ 170,026.00 $ 37,180.00 $ 40,281.00 $ 50,000.00 I$ 36,672.00 20 Doors and Windows: Hardware 1 LS $ 26,225.00 $ 24,090.00 $ 9,374.00 $ !$ 32,127.00 $ 29,557.00 $ 20,000.00 $ 20,628.00 21 Window Walls 1 LS $ 132,428.00 $ 198,000.00 $ 120,660.00 !$ :$ 131,220.00 $ 133,201.00 $ 175,000.00 $ 132,936.00 IDoors & Windows: Sub Total =Finishes: Po~landCement Plaster ~ LS $ ~,~9.00 ~$ 77,000.00 $ ~,391.00 $ 81,934.00 $ 69,300.00 $ 86,~5.00 $ 82,000.00 $ 84,5~.00 23 Finishes: G~sum Board Assemblies ~ LS $ 80,493.00 $ 42,790.00 ~$ 80,921.00 $ 77,253.00 $ 86,607.00 $ 82,775.00 $ 80,000.00 $ 82,235.00 24 Finishes: Tile ~ LS $ 10,197.00 $ 23,100.00 ~$ 10,167.00 $ 10,212.00 S 17,268.00 ~$ 12,0~.00 $ 10,000.00 $ 12,193.00 25 Finishes: Acoustical Ceiling ~ LS $ 24,371.00 $ 26,400.00 $ 24,227.00 $ 24,406.00 $ 23,850.00 $ 24,198.00 ~$ 25,000.00 $ 24,582.00 26 Finishes: ResilentTile Flooring ~ LS $ 16,288.00 $ 13,200.00 $ 4,~8.00 $ 27,185.00 $ 29,710.00 $ 17,758.00 $ 35,000.00 $ 15,894.00 27 Finishes: Carpet Tiles ~ Ls ~$ 10,858.00 $ 18,920.00 $ 22,938.00 $ $ 11,025.00 $ 10,919.00 $ $ 10,939.00 2~ Finishes: Painting and Coatings ~ LS I$ 25,244.00 $ 22,000.00 $ 28,388.00 $ 23,453.00 $ ~,918.00 $ 26,760.00 $ 30,000.00 ~$ 28,755.00 Finishes: Sub Total 29 Specialities ~ LS $ 16,606.00 $ 24,530.00 $ 15,499.00 $ 16,399.00 $ ~,463.00 $ 18,367.00 $ 20,000.00 $ 18,235.00 30 Equipment 1 LS $ 17,124.00 $ 8,800.00 $ 17,119.00-$ 11,583.00 $ 13,878.00 $ 18,074.00'$ 7,0o0.00 $ 8,257.00 3~ Furnishings ~ LS $ 9,748.00 $ 14,850.00 $ 14,721.00 $ 17,740.00 $ 9,489.00 $ 8,490.00 $ 1,000.00 $ 9,884.00 Specialities/Equip/Furnish: Sub a~ Mechanical: Plumbing ~ LS $ 7~,~0~.00 S S~,,00.00 S ~9,7S~.00 S 7~,~SS.00 $ S~,100.00 S 72,000.00 ~ ?0,000.00 S 72,407.00 Mechanical: HVAC ~ LS $ 56,416.00 $ 58,300.00 $ 58,850.00 $ 87,665.00 $ 80,850.00 $ 60,000.00 $ 60,000.00 $ 60,623.00 33 34 Mechanical: Fire Sprinkler Systems ~ LS $ 24,107.00 $ 29,260.00 $ 26,098.00 $ 31,3B1.00 $ 36,~6.00 $ 30,000.00 $ 30,000.00 $ 28,650.00 2 5/9/20032:03 PM COMPETENT CONTRACTOR --> XL BUILDERS COASTSIDE TINNEY CONST. SETO'S KIN WO JOHN PLANE ALPHA SAY ITEM QUANTI NO. ITEM DESCRIPTION TY UNIT COST COST COST COST COST COST COST COST Mechanical: Sub Total 35 Electrical: Power& Distribution 1 ES $ 32,103.00 $ 36,850.00 $ 50,855.00 i$ 202,085.00 $ 30,167.00 $ 106,000.00 $ 65,000.00 $ 193,404.00 36 Electrical: Lighting 1 LS $ 130,418.00 $ 99,550.00 $ 103,331.00 $ $ 130,515.00 $ 60,000.00 $ 90,000.00 $ 37 Electrical: Signal & Communications 1 ES $ 8,026.00 $ 7,150.00 $ 20,343.00: $ $ 9,240.00 $ 7,000.00 $ 11,000.00 $ 35 Electrical: Fire Alarm Systems 1 ES $ 30,097,00 $ 37,180.00 $ 30,513.00 $ !$ 25,8t5.00 $ 28,000.00 $ 34,000.00 $ Electrical: Sub Total Other 1 ES 39 Area 1 Parking Lot Landscape at new Building Front-See Section01230 1 LS $ 30,615.00 $ 39,820.00 $ 30,403.00 $ 32,034.00 $ 31,276.00 $ 40,862.00 !$ 40,000.00 $ 38,459.00 40 Area 2 Parking Lot Landscape - See Section 01230 1 LS $ 16,188.00 $ 24,090.00 $ 20,78a.00 $ 18,325.00 $ 16,700.00 $ 37,476.00 $ 41,000.00 $ 19,505.00 Total Bid Amount Above 1,981.352.00 $ 2,144,440.00 $ 1,957,432.00 $ 2,011,263.00 $ 2,208,223.00 $ 2,174,457.00 $ 2,019,753.00 S 1,980,889.00 Vender Bid Amount $ 1,981,346.00 $ 2,144,390.00 $ 1,957,433.00 $ 2,011,262.00 $ 2,208,223.00 $ 2,174,457.00 $ 2,020,253.00 $ 1,980,889.00 umerence- $ 6.00 s 50.00 $ (1.00) $ 1.00 $ $ $ (soo.oo) $ 3 5/9/20032:03 PM AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM MAY 28, 2003 7:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the City Council on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE GENERALLY LIMITED TO FIVE (5) MINUTES PER SPEAKER. In the event that there are more than six persons desiring to speak, the Mayor may reduce the amount of time per speaker to three (3) minutes. Thank you for your cooperation. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. PEDRO GONZALEZ Mayor KARYL MATSUMOTO Mayor Pro Tem JOSEPH A. FERNEKES Councilman RICHARD A GARBARINO, SR. Councilman RAYMOND L. GREEN Councilman BEVERLY BONALANZA-FORD City Treasurer SYLVIA M. PAYNE City Clerk MICHAEL A. WILSON City Manager STEVEN T. MATTAS City Attomey PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS · South San Francisco Community Partnership Update - Community Outreach Director Heather Quinn; Karla Molina, SSFCP; Jennifer Chancay, SSFCP; and Ruth Keefer, SSFUSD AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL · Community Forum · Subcommittee Reports CONSENT CALENDAR 1. Motion to approve the minutes of May 13 and 14, 2003 2. Motion to confirm expense claims of May 28, 2003 Motion to adopt an ordinance amending SSFMC Chapter 20.79, Residential Second Unit Regulations, Chapter 20.06, Definitions; Chapter 20.14 R-E, Rural Estates District Use Regulations; Chapter 20.16, R-1 Single-Family Density Residential District Use Regulations; Chapter 20.18, R-2, Medium Residential District Use Regulations; Chapter 20.20, R-3 Multi-Family Residential District Use Regulations; Chapter 20.74, Off-Street Parking and Loading Regulations; and Chapter 20.85, Design Review Procedure, to amend the development standards for residential second units to be consistent with the South San Francisco General Plan Housing Element and State law Motion to adopt an ordinance amending SSFMC Chapter 20.27, Transit Village District; Chapter 20.14 R-E, Rural Estates District Use Regulations; Chapter 20.16, R-1 Single- Family Density Residential District Use Regulations; Chapter 20.18, R-2, Medium Residential District Use Regulations; and Chapter 20.20, R-3 Multi-Family Residential District, to require a use permit for all projects that generate 100 or more vehicle trips per day (ADT); and Chapter 20.120 Transportation Demand Management to include child care as an additional measure not originally listed in the chapter; motion to waive reading and introduce an ordinance Motion to reject all bids and authorize the rebid of the Wet Weather Program Phase I Project Resolution awarding construction contract to Mike Brown Electric Co. for the Hickey Boulevard/Longford Drive Traffic Signal Installation Project in the amount of $85,177 REGULAR CITY COUNCIL MEETING MAY 28, 2003 AGENDA PAGE 2 Resolution awarding construction contract to Steelhead Constructors, Inc., for the Colma Creek Bank Protection Project in the amount of $406,027 o Acknowledgement of proclamation issued: Ueda Family, Kishiwada, Japan, May 9, 2003 ADMiNISTRATIVE BUSiNESS Resolution authorizing the execution and delivery of a Second Amended and Restated Conference Center Use Agreement and authorizing official action CLOSED SESSION 10. Pursuant to Government Code Section 54956.9(a), existing litigation, Aetna Realty v. City of South San Francisco ADJOURNMENT REGULAR CITY COUNCIL MEETING MAY 28, 2003 AGENDA PAGE 3 StaffReport DATE: TO: FROM: SUBJECT: May 28,2003 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of an Ordinance amending the City of South San Francisco Municipal Code, Chapter 20.79, Second Residential Unit Regulations, Chapter 20.26, Definitions, Chapter 20.16, Single Family Residential District, Chapter 20.18, Medium Density Residential District, Chapter 20.20, Multi-Family Residential District, Chapter 20.74, Off Street Parking, and Chapter 20.85, Design Review Procedure RECOMMENDATION: Adopt an Ordinance amending the City of South San Francisco Municipal Code, Chapter 20.79, Second Residential Unit Regulations, Chapter 20.26, Definitions, Chapter 20.16, Single Family Residential District, Chapter 20.18, Medium Density Residential District, Chapter 20.20, Multi-family Residential District, Chapter 20.74, Off Street Parking, and Chapter 20.85, Design Review Procedure BACKGROUND/DISCUSSION: Council has previously waived reading and introduced the following ordinance. The Ordinance is now ready for adoption. AN ORDINANCE AMENDING THE CITY OF SOUTH SAN FRANCISCO MUNICIPAL CODE, CHAPTER 20.79, SECOND RESDENTIAL UNIT REGULATIONS, CHAPTER 20.26, DEFINITIONS, CHAPTER 20.16, SINGLE FAMII.Y RESDENTIAL DISTRICT, CHAPTER 20.18, MEDIUM DENSITY RESIDENTIAL DISTRICT, CHAPTER 20.20, MULTI-FAMILY RESDENTIAL DISTRICT, CHAPTER 20.74, OFF STREET PARKING AND CHAPTER 20.85, DESIGN REVIEW PROCEDURE (Introduced 5-14-03 -Vote 5-0) By:~__ Mattas, City Attorney Michael A. Wilson,'City Manager ORDINANCE NO. AN ORDINANCE AMENDING THE CITY OF SOUTH SAN FRANCISCO MUNICIPAL CODE, CHAPTER 20.79, SECOND RESDENTIAL UNIT REGULATIONS, CHAPTER 20.06, DEFINITIONS, CHAPTER 20.16, SINGLE- FAMII.Y RESIDENTIAL DISTRICT, CHAPTER 20.18, MEDIUM DENSITY RESDENTIAL DISTRICT, CHAPTER 20.20, MULTI-FAMILY RESDENTIAL DISTRICT, CHAPTER 20.74, OFF-STREET PARKING, AND CHAPTER 20.85, DESIGN REVIEW PROCEDURE WHEREAS, in accordance with Government Code Section 65852.2, the City of South San Francisco is proposing to amend the South San Francisco Municipal Code to include changes in Chapter 20.79, Second Residential Unit Regulations, Chapter 20.06, Definitions, Chapter 20.16, Single-Family Residential District, Chapter 20.18, Medium Density Residential District, and Chapter 20.20, Multi-Family Residential District, Chapter 20.74, Off-Street Parking, and Chapter 20.85, Design Review Procedure; and WHEREAS, the purpose of the amendments to the Municipal Code is to allow the more efficient use of the city's existing stock of dwellings, to provide housing units for family members who are elderly or disabled, to avoid parking problems in residential neighborhoods, and to protect property values and the single-family character of a neighborhood by ensuring that second units are developed under such conditions as may be appropriate to further the purpose of this chapter; and WHEREAS, between January and March, 2003 the Planning Commission Subcommittee held three special meetings to consider the draft amendments to the South San Francisco Municipal Code concerning residential second units, off-street parking requirements, design review procedure, and the Design Review Board; and WHEREAS, on March 20, 2003 and April 17, 2003, the Planning Commission held two study sessions to consider the draft amendments to the South San Francisco Municipal Code to provide a mechanism for allowing residential second units in residentially zoned districts, thereby providing the opportunity for the development of small housing units designed to meet the special housing needs of one-person and two-person households and to allow for an increase in the supply of affordable housing in conformance with the goals and policies of the South San Francisco General Plan Housing Element; and WHEREAS, on May 1, 2003, the Planning Commission held a duly noticed public heating to consider the amendments to the South San Francisco Municipal Code concerning residential second units, off-street parking requirements, design review procedure, and the Design Review Board and recommend that the City Council adopt the amendments; and WHEREAS, the City Council Staff Report and exhibits attached thereto, dated May 14, 2003 and incorporated herein by reference, were prepared for distribution to the City Council for review at a duly noticed public hearing, which reports describe and analyze the amendments to the South San Francisco Municipal Code concerning residential second units, off-street parking requirements, design review procedure, and the Design Review Board. NOW THEREFORE, the City Council of the City of South San Francisco DOES ORDAIN as follows: SECTION 1. AMENDMENTS TO SOUTH SAN FRANCISCO MUNICIPAL CODE CHAPTER 20: The City Council hereby adopts P03-0007 and ZA-03-0007, amending Chapter 20.06, Definitions, Chapter 20.16, Single-Family Residential District, Chapter 20.18, Medium Density Residential District, and Chapter 20.20, Multi-Family Residential District, Chapter 20.74, Off-Street Parking, Chapter 20.79, Residential Second Unit Regulations, and Chapter 20.85, Design Review Procedure, in the South San Francisco Municipal Code, as set forth in Exhibits A, B, C, D, and E attached to the Staff Report dated May 14, 2003, and incorporated by reference. Chapter 20.79 as existing prior to the effective date of this Ordinance is hereby repealed in its entirety. 2. FINDINGS: The City Council findings and determinations contained herein are based on all competent and substantial evidence in the record, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council and are supported bY substantial evidence in the record, including the General Plan adopted in 1999, the General Plan Housing Element adopted in 2002, the staff reports submitted at the City Council meeting s on May 14, 2003 and exhibits attached thereto. A. The above-described amendments to the South San Francisco Municipal Code are internally consistent with the South San Francisco General Plan. The amendments to the South San Francisco Municipal Code concerning Chapter 20.06, Definitions, Chapter 20.16, Single-Family Residential District, Chapter 20.18, Medium Density Residential District, Chapter 20.20, Multi-Family Residential District, Chapter 20.74, Off-Street Parking, and Chapter 20.85, Design Review Procedure, implement the goals and policies of the South San Francisco General Plan adopted in October 1999 and the South San Francisco General Plan Housing Element adopted in December 2002. Specifically, the amendments implement General Plan Guiding Policy 2-G-6, General Plan Implementing Policy 2-1-10, and General Plan Housing Element Policy 1-8. General Plan Guiding Policy 2-G-6 states "maximize opportunities for residential development, including through infill and redevelopment, without impacting existing neighborhoods or creating conflicts with industrial operations." B. General Plan Implementing Policy 2-I-10 directs the City to "establish regulations to permit second units in single-family residential developments in accordance with State law." Additionally, General Plan Policy 1-8 in the South San Francisco General Plan Housing Element states "the City shall support and facilitate the development of second units on single-family designated and zoned parcels." The regulations adopted by the City Council establish criteria designed to accommodate residential second units within existing neighborhoods without adversely affecting such neighborhoods by requiring second units to be architecturally consistent with surrounding properties and establishing regulations governing lot size, unit size, lot coverage and parking requirements. C. Article 18, Statutory Exemptions, describes the exemptions from the California Environmental Quality Act granted by the State Legislature. Section 15282, Other Statutory Exemptions, exempts the adoption of an ordinance regarding second units in a single family or multi-family residential zone by a city or county to implement the provisions of Sections 65852.1 and 65852.2 of the Government Code (CEQA Section 15282 (i). SECTION 2. SEVERABILITY If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, the remainder of this ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenfo'rceable. SECTION 3. PUBLICATION AND EFFECTIVE DATE Pursuant to the provisions of Government Code Section 36933, the City Attorney shall prepare a Summary of this Ordinance. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty days from and after its adoption. Introduced and adopted at a regular meeting of the City Council of the City of South San Francisco, held the __ day of ,2003. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of, 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2003. S:\Current Ord's\Second Unit-zonin.ord.doc Pedro Gonzalez, Mayor EXHIBIT A SOUTH SAN FRANCISCO MUNICIPAL CODE CHAPTER 20.79: RESIDENTIAL SECOND UNIT REGULATIONS The underlined text located below will replace the entire existing text in Chapter 20.79: CHAPTER 20.79: RESIDENTIAL SECOND UNIT REGULATIONS 20. 79. O10 Purpose Chapter 20.79 establishes residential second unit regulations. The purpose of this chapter is to provide a mechanism for allowing residential second units in residentially zoned districts, thereby providing the opportunity for the development of small housing units designed to meet the special housing needs of one-person and two-person households and to allow for an increase in the supply of affordable housing in conformance with the goals and policies of the South San Francisco General Plan Housing Element. Furthermore, the purpose of these provisions is to allow the more efficient use of the city's existing stock of dwellings, to provide housing units for family members who are elderly or disabled, to avoid parking problems in residential neighborhoods, and to protect property values and the single-family character of a neighborhood by ensuring that second units are developed under such conditions as may be appropriate to further the purpose of this chapter. This chapter implements the provisions of California Government Code, Section 65852.150 and 65852.2. 20. 79.020 Prohibition This chapter shall not in any form or manner automatically legalize any existing residential second unit whatsoever whether or not such second unit is claimed to have been legally established. The Chief Building Official shall maintain records of all residential second units established pursuant to this chapter. Properties establishing residential second units pursuant to this chapter shall not be subdivided at the time said unit is established or thereafter. 20.79.021 Amnesty Existing second units meeting all the requirements of the City of South San Francisco Municipal Code, including but not limited to :this Chapter and Chapter 20:85, shall be eligible for ministerial approval upon application for a building permit :to legalize the existing unit. The application shall include Plans that conform to the requirements of this Chapter, This provision does not exempt an applicant from paying any fees associated with approval of a second unit, including building inspection fees. 20. 79.030 Residential Second Units Standards and Requirements New residential second units ma',/be permitted in any residentially zoned district. Where allowed by the Zoning Ordinance in residential zoning districts, residential second units shall be approved by the Chief Planner and the Chief Building Official. The following standards shall apply to the development of each residential second unit: (a) No more than one residential second unit shall be permitted on any one parcel or lot. (b) A residential second unit may only be permitted on a residential lot on which there is already built one single-family detached dwelling unit (primary unit). Residential second units shall not be permitted on residential lots having more than one dwelling unit located thereon. EXHIBIT C SOUTH SAN FRANCISCO MUNICIPAL CODE CHAPTER 20.06, DEFINITIONS May 1, 2003 Page 9 The underlined text located below will be added to the following chapter: CHAPTER 20.06, DEFINITIONS (a) "Residential second unit" means a secondary separate residential unit containing sleeping quarters, kitchen, and bathroom facilities, located on a residentially zoned lot that contains a single-family residence as a primary use, meeting the requirement of Chapters 19 and 20 of the South San Francisco Municipal Code. Attached and detached dwelling units/structures are defined in Chapter 20 of the South San Francisco Municipal Code. (b) "Accessory Structure" means a detached subordinate building or structure used only as incidental to the main building, such as a garage. (c) "Owner" means a person holding beneficial title to the property as an individual, including but not limited to the settlor of a grantor trust, a general partner, or a shareholder, for example. (d) "Illegal second unit" means a second unit which is being used for habitation and for which a building permit under Chapter 20.79 has not been issued. (e) "Habitation" means regular and exclusive use of a space or structure for shelter and other residential purposes in a manner which is private and separate from another residence on the same lot. (f) "Primary unit" or "primary dwelling unit" means the existing residential unit on a lot that is being used for habitation and occupied by the property owner at the time of the application for a building permit to construct a residential second unit. (g) "Tandem parking" is an arrangement of two or more vehicles (Chapter 20.06.260 (a) of the Municipal Code) placed one behind the other: parking vehicles in tandem. May 1, 2003 Page 11 20. 74.120 Location (d) Residential parking spaces shall be located on the same lot or building site as the dwelling to be served. (e) Tandem parking may be permitted to satisfy the off-street parking requirement for a residential unit if additional usable space for on-site tandem parking is available and only in areas adjacent to an enclosed garage serving the primary unit and located outside the established setbacks for the established zoning district or planning area. 20. 74.150 Driveway access (a) Driveway access to parking for all single family and single-family dwellings with a residential second unit shall be not less than ten feet in width throughout, ~ ,.~,,,,.,.,,.,~,,.o. ~.,.,,..,~o ,~,,..q..j .... ,...,,.., ,.-,..,.,~ .,.~,., .,.~,,,.1~.,.,-,,..,~ i-.,~-~,.,.,~ o1~,~-'~o. (1) Driveway cuts shall be limited to a maximum of 20 feet in width unless the lot exceeds 50 feet in width, in which case driveway cuts shall not exceed 40 percent in width. (2) For more than one curb cut on a parcel on any street frontage, at least 20 feet measured at top of curb shall be provided between each curb cut. May l, 2003 Page 12 The underlined text located below will be added to the following chapters: CHAPTERS 20.16, 20.18 AND 20.20 Chapter 20.16 R-I, Single-Family Residential District Use Regulations 20.16.020 Permitted Uses Residential Second Units as regulated in Chapter 20.79 of the Municipal Code. Chapter 20.18 R-2 Medium Density Residential District Use Regulations 20.18.020 Per~nitted Uses Residential Second Units as regulated in Chapter 20.79 of the Municipal Code. Chapter 20.20 R-3, Multi-Family Residential District Use Regulations 20.20.020 Permitted Uses Residential Second Units as regulated in Chapter 20.79 of the Municipal Code. EXHIBIT D SOUTH SAN FRANCISCO MUNICIPAL CODE CHAPTER 20.74, PARKING AND LOADING REGULATIONS May 1, 2003 Page 10 The underlined text located below will be added to the following chapter. The strikeout text located below will be removed from the following chapter: CHAPTER 20.74, PARKING AND LOADING REGULATIONS Section 20. 74.040 Residential Uses The number of off-street parking spaces required for residential uses shall be no less than the following: (a) Family Residential Use Types. (1) One-, two- and three-unit dwellings: two spaces per unit, one of which shall be in a garage, for dwellings with less than five bedrooms and less than two thousand five hundred square feet in size; three spaces per unit, two of which shall be in a garage, for dwellings with five or more bedrooms, or for any dwelling unit with a gross floor area of two thousand five hundred square feet or greater. A carport shall not be substituted for a required garage except for existing dwellings on lots adjacent to a lane. Tandem parking may be permitted to satisfy the off- street parking requirement for one-, two-, and three-unit residential dwellings when both spaces in a tandem parking bay are assigned to a single dwelling unit. (2) Multiple-family projects with four or more units: two spaces per unit with at least one space covered. One guest space per every four units shall be provided on the site. Tandem parking may be permitted to satisfy the off-street parking requirement for multi-family residential units in projects where parking is assigned, when both spaces in a tandem parking bay are assigned to a single dwelling unit. In no case shall tandem spaces be permitted to satisfy the guest parking requirement. (3) Single-family and townhouse units in planned developments: If a project has driveway aprons at least eighteen feet long, two and one-fourth spaces shall be provided per unit, two of which shall be in a garage. Otherwise, four and one-fourth spaces shall be provided per unit, two of which shall be in a garage. (4) Residential Second Units: One off-street parking space shall be required for the second unit in addition to any off-street parking spaces required for the primary unit by Chapter 20.74 of this code, as amended from time to time. Tandem parking shall not be used to satisfy the parking requirement for the residential second unit. 20.74.110 Size and design (g) The tandem space shall be permitted at a minimum 40 feet by 10 feet in dimension. No more than two vehicles shall be placed one behind the other. (h) Parking spaces required for the residential second unit must be accessible for the parking of a vehicle. May 1, 2003 Page 11 20. 74.120 Location (d) Residential parking spaces shall be located on the same lot or building site as the dwelling to be served. (e) Tandem parking may be permitted to satisfy the off-street parking requirement for a residential unit if additional usable space for on-site tandem parking is available and only in areas adjacent to an enclosed garage serving the primary unit and located outside the established setbacks for the established zoning district or planning area. 20. 74.150 Driveway access (a) Driveway access to parking for all single family and single-family dwellings with a residential second unit shall be not less than ten feet in width throughout, m.~-r~qt4r~l (1) Driveway cuts shall be limited to a maximum of 20 feet in width unless the lot exceeds 50 feet in width, in which case driveway cuts shall not exceed 40 percent in width. (2) For more than one curb cut on a parcel on any street frontage, at least 20 feet measured at top of curb shall be provided between each curb cut. StaffReport DATE: TO: FROM: SUBJECT: May 28, 2003 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of an Ordinance amending the City of South San Francisco Municipal Code, Chapter 20.27, Transit Village Zoning District to require a Use Permit for all projects that generate 100 or more average vehicle trips per day (ADT) and Chapter 20.120, Transportation Demand Management to include childcare as an optional TDM Measure RECOMMENDATION: Adopt an Ordinance amending the City of South San Francisco Municipal Code, Chapter 20.27, Transit Village Zoning District to require a Use Permit for all projects that generate 100 or more average vehicle trips per day (ADT) and Chapter 20.120, Transportation Demand Management to include childcare as an optional TDM Measure. BACKGROUND/DIS CUS SION: Council has previously waived reading and introduced the following ordinance. The Ordinance is now ready for adoption. AN ORDINANCE AMENDING THE CITY OF SOUTH SAN FRANCISCO MUNICIPAL CODE, CHAPTER 20.27, TRANSIT VILLAGE ZONING DISTRICT TO REQUIRE A USE PERMIT FOR ALL PROJECTS THAT GENERATE 100 OR MORE AVERAGE VEHICLE TRIPS PER DAY (ADT) AND CHAPTER 20.120, TRANSPORTATION DEMAND MANAGEMENT TO INCLUDE CI-III.DCARE AS A OPTIONAL TDM MEASURE (Introduced 5.-14-03 - Vote 5-0) /t l(, Stdve'~/~. Mattas, City Attorney '/' ~~~l~sC ~ ,~1~ Manager ORDINANCE NO. AN ORDINANCE AMENDING TIdE CITY OF SOUTH SAN FRANCISCO MUNICIPAL CODE, CHAPTER 20.27, TRANSIT VILLAGE ZONING DISTRICT TO REQUIRE A USE PERMIT FOR AIJ. PROJECTS THAT GENERATE 100 OR MORE AVERAGE VEHICLE TRIPS PER DAY (ADT) AND CHAPTER 20.120, TRANSPORTATION DEMAND MANAGEMENT TO INCLUDE CHILDCARE AS A OPTIONAL TDM MEASURE WHEREAS, in August 2001, the City of South San Francisco City Council adopted the Transit Village Zoning District and Plan; and WHEREAS, the Planning Commission Staff Report, dated August 16, 2001, and the City Council Staff Report, dated August 22, 2001, indicate that any future project or development applications would be subject to a separate environmental review and City approvals; and WHEREAS, in December 2000, the City of South San Francisco City Council adopted an ordinance to require a use permit for all projects that would generate 100 or more average daily trips over the previous use of a property; and WHEREAS, the proposed amendment to Chapter 20.27 would further the goals of the General Plan by allowing the City to impose reasonable conditions on future uses to mitigate the effects of the proposed use on traffic flow in the Transit Village area and surrounding residential neighborhoods. WHEREAS, the proposed amendment to Chapter 20.27 is process-oriented and is consistent with the development goals and objectives of the Transit Village Zoning District; and WHEREAS, the proposed Amendment to Chapter 20.120 provides business additional flexibility to include childcare to the list of "Other Measures" not listed in the Chapter. WHEREAS, General Plan Implementing Policy 2-1-12 states "developing criteria for incentives for childcare facilities, as part of bonuses for specified TDM programs"; and WHEREAS, on May 1, 2003, the Planning Commission of the City of South San Francisco held a duly noticed public hearing and recommended that the City Council adopt the proposed amendments; and WHEREAS, on May 14, 2003, the City Council of the City of South San Francisco held a duly noticed public hearing on the proposed amendments; and WHEREAS, the proposed amendments have been determined to be "Categorically Exempt" under the "General Rule" (CEQA Section 15061 (b) (3)) that CEQA applies only to projects that have the potential for causing a significant effect on the environment. The proposed amendments are process-oriented, requiring additional levels of review (use permit) and an additional TDM measure (childcare) for future projects. Consequently, there is no possibility that the proposed amendments could have a significant effect on the environment. WHEREAS, the findings and determinations contained herein are based on all competent and substantial evidence in the record, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council and are supported by substantial evidence in the record, including the staff report submitted at the City Council meeting s on May 14, 2003 thereto. NOW, THEREFORE, the City Council of the City of South San Francisco hereby finds as follows: The above described amendments to the South San Francisco Municipal Code are internally consistent with the South San Francisco General Plan. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of South San Francisco City Council that the Council does hereby: 1. Adopt amendments to the City of South San Francisco Municipal Code, Chapter 20.27, Transit Village Zoning District to require a use permit for all projects that generate 100 or more average vehicle trips per day (ADT) and Chapter 20.120, Transportation Demand Management to include childcare as an optional TDM measure, as set forth in Exhibits A and B attached hereto and incorporated by reference. SECTION 2. SEVERABILITY If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, the remainder of this ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 3. PUBLICATION AND EFFECTIVE DATE Pursuant to the provisions of Government Code Section 36933, a Summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty days from and after its adoption. Introduced and adopted at a regular meeting of the City Council of the City of South San Francisco, held the __ day of ,2003. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the __ day of, 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2003. S:\Current Ord's\CC-cleanup-ordinance.doc Pedro Gonzalez, Mayor EXHIBIT A SOUTH SAN FRANCISCO MUNICIPAL CODE CHAPTER 20.27, TRANSIT VILLAGE ZONING DISTRICT Chapter 20.27, Transit Village Zoning District shall be revised to add the following text, underlined below: 20.27.030 Land Uses (c) "U" designates use classifications that may be permitted in the Transit Village District after review and approval of a use permit, as described in Chapter 20.81. In addition to procedures and criteria of any generally permitted in Section 20.27.030 shall meet the criteria established for conditional uses. (4) A Use Permit shall be required for all projects that generate 100 or more average vehicle trips per day (ADT). EXHIBIT B SOUTH SAN FRANCISCO MUNICIPAL CODE CHAPTER 20.120, TRANSPORTATION DEMAND MANAGEMENT Chapter 20.120, Transportation Demand Management shall be revised to add the following text, underlined below: 20.120.50 Additional Measures (j) Other Measures. Additional measures not listed in this chapter, such as childcare facilities and an in-lieu fee that would be negotiated in a development agreement with the city, may be implemented as determined by the chief planner and approved by the planning commission. Once the planning commission approves the preliminary TDM plan, the chief planner may recommend additional measures either as part of the final TDM plan or as part of the triennial review process. DATE: TO: FROM: SUBJECT: May 28, 2003 The Honorable Mayor and City Council The Director of Public Works WET WEATHER PROGRAM - PHASE I RECOMMENDATION: It is recommended that the City Council, by motion, reject all bids and authorize the rebid of the Wet Weather Program - Phase I. BACKGROUND/DISCUSSION: The bids were received on May 7, 2003 for the Wet Weather Program - Phase I. (See the attached analysis) Staff has reviewed the bid packages and found that several bid packages have errors and judged to be nonconforming. The City Council may reject all bids without cause. It is recommended that the project be rebid to allow all the companies that bid and others that might consider to offer a bid package that is absent of errors and conforms to the contract document instructions. By: Directc of Public Works Michael A. Wilson City Manager ATTACHEMENTS: Bid Analysis JG/ed CITY OF SOUTH SAN FRANCISCO WET WEATHER PROJECT ALL BIDS - BREAKDOWN - TOTAL COSTS MONTEREY CONTRACTOR --> BALFOUR BRATTY DIABLO CONTRA MCGUIRE HESTER MITCHELL/OBAYASH MECHANICAL MOUNTAIN CASCADE NORTHWEST CONST, PROVEN MGMT SCHMMICK QUI~ ITEM ITEM DESCRIPTION NTIT UNIT COST COST COST COST COST COST COST COST COST NO. y ~ Mobilization 1 LS $ 1,100,000.00 $ 1,000,000.00 $ 1,000,000.00 $ 1,700,000.00 $ 900,000.00 $ 750,000.00 $ 800,000.00 $ 500,000.00 $ 1,080,000.00 Sheeting, Shoring and bracing or equivalent method for the protection of life 2 and limbintrenchesandopenexcavation 1 LS $ 1,200,000.00 $ 500,000.00 $ 250,000.00 $ 200,000.00 $ 300,000.00 $ 500,000.00 $ 500,000.00 $ 400,000.00 $ 1,000,000.00 ~n accordance with Section 02260 of the Contract Documents Preparation and submittal of a written geotechnical report as specfied in Division 2, including field investigations, soil sampling, laboratory testing, and 3 1 LS $ 80,000.00 $ 20,000.00 $ 5,000.00 $ 29,075.00 $ 10,000.00 $ 40,000.00 $ 250,000.00 $ 10,000.00 $ 20,000.00 interpretation of the data by a registered geotechnical engineer for the purpose of shoring design, dewatering, and other temporary facilities. Testing and disposal of contaiminated soil 4 l accordancewith Section 01354of the ~0,oo0 Ton $ 30,000.00 $ 200,000.00 $ 350,000.00 $ 290,000.00 $ 240,000.00 $ 450,000.00 $ 300,000.00 $ 250,000.00 $ 170,000 Contract Documents Construction of the Wet Weather s Program Phase I Improvements not 1 ES $ 19,914,000.00 $ 23,000,000.00 $ 22,937,500.00 $ 16,809,726.00 $ 17,950,000.00 $ 17,775,000.00 $ 15,937,000.00 $ 18,049,851.00 $ 19,723,000.00 included in other bid items s Demobilization ~ ES $ 700,000.00 $ 100,000.00 $ 50,000.00 $ 198,000.00 $ 300,000.00 $ 100,000.00 $ 543,000.00 $ 20,000.00 $ 650,000.00 Total Bid Amount Above Vender Bid Amount $ 23,024,000.00 $ 24,820,000.00 $ 24,592,500.00 $ 19,226,801.00 $ 19,700,000.00 $ 19,615,000.00 $ 18,330,000.00 $ 19,229,851.00 $ 22,643,000.00 $ 23,024,000.00 $ 24,820,000.00 $ 24,592,500.00 $ 19,227,344.00 $ 19,700,000.00 $ 19,615,000.00 $ 18,330,000.00 $ 19,229,851.00 $ 22,643,000.00 Difference- $ $ $ $ (543.00) $ $ $ $ $ 1 5/9/20039:11 AM Staff Report DATE: May 28, 2003 TO.' The Honorable Mayor and City Council FROM: Director of Public Works SUBJECT: HICKEY BOUI.EVARD & LONGFORD DRB~ TRAFFIC SIGNAL PROJECT ENGINEERING FILE TR-02-02, PROJECT NO. 51-13231-0314 RECOMMENDATION: It is recommended that City Council adopt a resolution awarding the construction contract to Mike Brown Electric Co., in the amount of $85,177.00 for the installation of a new traffic signal at the intersection of Hickey Boulevard and Longford Drive. BACKGROUND/DISCUSSION: This project will provide a new traffic signal at the intersection of Hickey Boulevard and Longford Drive. This new traffic signal will significantly improve the ability of local residents to enter Hickey Boulevard from Longford Drive. A total of 6 informal bids were received and the 3 lowest bids are as follows: CONTRACTOR BID AMOUNT Mike Brown Electric Co. San Carlos, CA $85,177.00 Richard A. Heaps Electrical Contractor, Inc. Sacramento, CA $89,656.00 Steiny and Company, Inc. South San Francisco, CA $93,745.00 Staff Report To: Re: Date: The Honorable Mayor and City Council Hickey Boulevard & Longford Drive Traffic Signal Project May 28, 2003 Page: 2of2 Staff has reviewed the qualifications and references for Mike Brown Electric Co., and found them to be satisfactory. Staff recommends that the contract be awarded to Mike Brown Electric Co., in the amount of $85,177.00. The following is a breakdown of the project budget: Construction Contingencies (8%) Construction Inspection/Administration $85,177.00 $ 6,823.00 .$ 7,000.00 Total $99,000.00 Construction is expected to start in the middle of June 2003 and be completed by the end of August 2003. FUNDING: This project is included in the City of South San Francisco's 2002-2003 Capital Improvement Program (CIP/51-13231-0314) in the amount of $190,000.00. Direct of Public Works City Manager ATTACHMENT: Resolution RTHIJG/ed RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AWARDING THE CONSTRUCTION CONTRACT TO MIKE BROWN ELECTRIC CO., IN THE AMOUNT~OF $85,177 FOR THE INSTALLATION OF A NEW TRAFFIC SIGNAL AT THE INTERSECTION OF HICKEY BOULEVARD AND LONGFORD DRIVE WHEREAS, staff desires to award the construction contract to the lowest responsible bidder, Mike Brown Electric Co., in the amount of $85,177 for the installation of a new traffic signal at the intersection of Hickey Boulevard and Longford Drive; and WHEREAS, this project is included in the City's 2002-2003 Capital Improvement Program budget in the amount of $190,000. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby awards a construction contract to Mike Brown Electric Co., in the amount of $85,177 for the installation of a new traffic signal at the intersection of Hickey Boulevard and Longford Drive. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the contract on behalf of the City of South San Francisco. I hereby cmtify 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 ,2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: S:\Current Reso's\5-28-03stop.sign.hickey.and.longford.awd.res.doc City Clerk Staff Report DATE: May 28, 2003 TO: The Honorable Mayor and City Council FROM:' Director of Public Works SUBJECT: COLMA CREEK BANK PROTECTION PROJECT ENGINEERING FILE SS-02-7, PROJECT NO. 71-13234-0241, BID NO. 2332 RECOMMENDATION: It is recommended that City Council adopt a resolution awarding the construction contract to Steelhead Constructors, Inc., in the amount of $406,027.00 for the installation of concrete mats along a portion of the bank of Colma Creek. B ACKGROUND/DIS CUS SION: This project will provide concrete mats along approximately 800 feet of the Colma Creek bank adjacent to the Water Quality Control Plant (WQCP). The concrete mats will prevent future erosion of the bank in this area. In the past, including this just completed winter, this portion of the bank has experienced severe erosion. Bids were opened on May 15, 2003. A total of 4 bids were accepted and the 3 lowest base bid totals are as follows: CONTRACTOR BID AMOUNT Steelhead Constructors, Inc. Redding, CA $ 406,027.00 Gordon N. Ball Inc. Alamo, CA $ 516,000.00 Northwest Construction Burlingame, CA $ 679,000.00 Engineering Estimate: $ 750,000.00 Staff Report roi Re: Date: The Honorable Mayor and City Council Bay Trail Improvements May 28, 2003 Page: 2 of 2 Staff has reviewed the qualifications and references of Steelhead Constructors, Inc., and found them to be satisfactory. Staff recommends that the contract be awarded to Steelhead Constructors, Inc., in the amount of $406,027.00. The following is a breakdown of the project budget: Construction Contingencies (8%) of $750,000.00 Consultant Construction Support Construction Inspection/Administration $406,027.00 $ 6O,000.O0 $ 30,000.O0 $ 52,973.00 Total $549,000.00 C~nstructi~nisexpectedt~startattheend~fJune2~~3~andbec~mp~etedbythemidd~e~f~ct~ber 2003. FUNDING: This project is included in the City of South San Francisco's 2002-2003 Capital Improvement Program (CIP/71 - 13234-0241 ) in the amount of $1,100,000.00. JOllY,bbs Director~f Public Works Approved: Michael A. Wilson City Manager ATTACHMENT: Resolution RTH/JG/ed RESOLUTION NO. CITY COUNCIl., CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO STEELHEAD CONSTRUCTORS, INC. IN THE AMOUNT OF $406,027 FOR THE INSTALLATION OF CONCRETE MATS ALONG A PORTION OF THE BANK OF COLMA CREEK WHEREAS, staff desires to award the construction contract to the lowest responsible bidder, Steelhead Constructors, Inc. in the amount of $406,027 for the installation of concrete mats along a portion of the bank of Colma Creek; and WHEREAS, this project is included in the City's 2002-2003 Capital Improvement Program in the amount of $1,100,000. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby awards a construction contract to Steelhead Constructors, Inc. in the amount of $406,027 for the installation of concrete mats along a portion of the bank of Colma Creek. 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 ,2003 by the following vote: AYES: NOES' ABSTAIN: ABSENT: S:\Current Reso's\5-28-03colma.creek.awd.res.doc ATTEST: City Clerk Date: May 28, 2003 To: Honorable Mayor and City Council From: Director of Finance Subject: APPROVAL OF RESOLUTION ASSOCIATED WITH A BOND REFINANCING FOR 1993 CONFERENCE CENTER BONDS RECOMMENDATION: It is recommended that the City Council approve the attached Resolution that approves an amended Conference Center Use Agreement, approves a Preliminary Official Statement, and authorizes City staff to take action in order to carry out a bond refinancing of the 1993 Conference Center Bonds. BACKGROUND/DISCUSSION: In August 1993, the City Council, acting as the City of South San Francisco Capital Improvement Authority, approved the sale of $6.76 million in revenue bonds to refinance the 1991 Conference Center bonds that had paid for the construction of the Conference Center. The bonds are secured by a pledge by the City Council of the special hotel tax approved by South San Francisco voters of $2.50 per occupied hotel room per night. That special tax is levied by hotels in South San Francisco on hotel guests. Neither the 1993 bonds, nor the proposed refinanced 2003 bonds are obligations of the City, and do not impact the General Fund. Staff reported in March that given that interest rates are currently at a historical low, the City has the opportunity to refinance the 1993 bonds again to save on interest payments over the life of the bonds. The current bonds have a principal amount of $5.35 million and an average interest rate of about 6%. They can be refinanced for an average interest rate that will depend on market conditions at the time of the sale, but potentially could be sold for an average interest rate of 3.9%, lowering debt service costs for the Conference Center. Staff Report Subject: Approval of Resolution Associated with a Bond Refinancing for 1993 Conference Center Bonds Page 2 Council action is now required to proceed with the refinancing opportunity in time to tap into the low interest rates and meet the upcoming September 1 st bond call date. Staff therefore requests that Council approve the attached Resolution that takes the following actions: Approves an Amended Conference Center Use Agreement (enclosed with the materials being considered by the Capital Improvement Financing Authority). This Agreement: a. Allows the Conference Center Authority to use the Conference Center facility; bo Stipulates that the City and Conference Center will use the proceeds of the $2.50 Conference Center Tax (levied per occupied hotel room), to pay the debt service on these bonds being refinanced; Co Contains other standard legal requirements for the City, Capital Improvement Financing Authority, and the Conference Center Authority to protect the bondholders (pledging punctual payments, requirement for a bond reserve, etc.) Approves as being accurate a Preliminary Official Statement (enclosed with the materials being considered by the Capital Improvement Financing Authority), which describes the revenue stream, an overview of the City and Conference Center finances, as well as an overview of the transaction itself to bondholders. Authorizes City staff to take the necessary steps to carry out the refinancing. Documents the Financing Authority will consider tonight stipulate that the bonds may be sold only if there is at least a 5% present value savings that can be realized through the transaction. Preliminary analysis indicated that savings would be around 8.5%, or roughly $45,000 annually; the precise savings won't be known until the time of the bond sale when the exact interest rates are known. The City Council, acting as the City of South San Francisco Capital Improvement Authority, is also being asked to approve various actions tonight under a separate agenda item. The Conference Center Authority will be considering these items on June 5. Staff Report Subject: Approval of Resolution Associated with a Bond Refinancing for 1993 Conference Center Bonds Page 3 FISCAL IMPACT: It is estimated that refinancing the 1993 Conference Center bonds will result in roughly $.5 million in net present value savings over the life of the bonds, or about 8.5% savings. This represents an average of about $45,000 annually in debt service savings that will accrue to the Conference Center. Prepared by: City Manager Attachments: Resolution RESOLUTION No. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND AMENDED AND RESTATED CONFERENCE CENTER USE AGREEMENT AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the Redevelopment Agency of the City of South San Francisco (the "Agency") and the City of South San Francisco (the "City") have heretofore entered into a Joint Exercise of Powers Agreement dated September 11, 1991, establishing the City of South San Francisco Capital Improvements Financing Authority (the "Financing Authority") for the purpose of providing an entity which can assist in providing financing for purposes which are authorized under the Joint Powers Law (Section 6500 et seq. of the California Government Code); and WHEREAS, a transient occupancy tax in the amount of $2.50 per day per room is levied and collected by the City for the exclusive purpose of funding the establishment and maintenance of a conference center in the City (the "Conference Center Tax") pursuant to Ordinance No. 1066-89, adopted by the City Council of the City on July 12, 1989 and approved by the voters on November 7, 1989, and Section 4.20.035 of the City's municipal code; and WHEREAS, the City originally took possession of the land and facilities at 255 South Airport Boulevard (the "Conference Center Site"), pursuant to a long term lease with Erwin W. Mayer and Josephine Anne Mayer, his wife, as landlord (the "Prior Owners"), dated as of December 1, 1989; and WHEREAS, the Financing Authority issued its $5,715,000 1991 Revenue Bonds (Conference Center Project) on November 12, 1991 (the "1991 Bonds") for the purpose of financing the construction of the South San Francisco Conference Center (the "Conference Center"), to be located on the Conference Center Site; and WHEREAS, the 1991 Bonds were secured by Conference Center Payments to be made by the City from proceeds of the Conference Center Tax ("Conference Center Tax Revenues") pursuant to a Conference Center Use Agreement, dated as of November 1, 1991, among the Financing Authority, Bank of America National Trust and Savings Association and the City; and WHEREAS, the City created the Conference Center Authority by adding Chapter 2.78 to the City's Municipal Code, pursuant to Ordinance No. 1111-92, adopted by the City Council of the City on February 26, 1992, as amended from time to time; and WHEREAS, the Financing Authority refunded the 1991 Bonds on August 10, 1993 through the issuance of its $6,505,000 1993 Revenue Bonds (South San Francisco Conference Center) (the "1993 Bonds"); and WHEREAS, the 1993 Bonds were secured by Conference Center Payments to be made by the City from Conference Center Tax Revenues pursuant to an Amended and Restated Conference Center Use Agreement, dated as of August 1, 1993, among the Financing Authority, Bank of America National Trust and Savings Association and the City; and WHEREAS, the City caused to be executed and delivered $6,145,000 1999 Certificates of Participation (the "1999 Certificates") pursuant to a Trust Agreement, dated as of January 1, 1999, among the City, the Financing Authority and U.S. Bank Trust National Association for the purpose of funding the acquisition of the Conference Center Site from the Prior Owners, and as a result of such acquisition, the City is currently the owner of the Conference Center Site and the Conference Center; and WHEREAS, the City, the Conference Center Authority, and the Financing Authority wish to realize interest savings at this time by refunding the 1993 Bonds through the issuance of the Financing Authority's 2003 Refunding Revenue Bonds (South San Francisco Conference Center) (the "Bonds"), so long as present value savings of at least five percent of the principal amount of the 1993 Bonds are achieved as a result of the issuance of the Bonds and the refunding of the 1993 Bonds; and WHEREAS, Jones Hall, a Professional Law Corporation, as disclosure counsel to the City, has caused to be prepared an Official Statement describing the Bonds, the Conference Center, the Conference Center Tax, the Conference Center Authority, and the City, a preliminary form of which is on file with the City Clerk; and WHEREAS, the City has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City of South San Francisco as follows: Section 1. Approval of Second Amended and Restated Conference Center Use Agreement. The City approves the Second Amended and Restated Conference Center Use Agreement (the "Agreement"), dated as of June 1, 2003, by and among the City, the Financing Authority, the Conference Center Authority and BNY Western Trust Company of California as trustee (the "Trustee"), in substantially the form on file with the City Clerk, together with any additions thereto or changes therein deemed necessary or advisable by the City Manager. The City Manager is authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Second Amended and Restated Conference Center Use Agreement for and in the name and on behalf of the City. The City hereby authorizes the delivery and performance of the Second Amended and Restated Conference Center Use Agreement. Section 2. Official Statement. The City hereby approves as being accurate those portions of the Preliminary Official Statement describing the City, the Conference Center Tax Revenues and the Agreement, in substantially the form submitted by Disclosure Counsel and on file with the City Clerk. Distribution of the Preliminary Official Statement by Sutter Securities (the "Underwriter") is hereby authorized and approved. The City hereby authorizes the distribution of the final Official Statement by the Underwriter. The City Manager is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement. Section 3 Official Action. The City Manager, the Finance Director, the City Clerk, the Mayor, the City Attorney, and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the execution of the Agreement as described herein; provided that the same shall have been approved as to form by the City Attorney. Section 4 Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. 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 ., 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk Reso's\5-28-03bond.refinancing.res.doc