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HomeMy WebLinkAbout2009-03-11 e-packet~`~~tt_S~,v Fy '~- _- n U O ~ _ ~..=~= ~'~ L I fiOR~~P AGENDA REDEVELOPMENT AGENCY c~TY ar saUT~ sAN FRANC~sca REGULAR MEE-TING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY MARCH 11, 2009 6:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meeting of the Redevelopment Agency is held on the second Wednesday of each month at 6:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the 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 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 LIMITED TO THREE (3) MINUTES PER SPEAKER. 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. KARYL MATSUMOTO Chair MARK N. ADDIEGO Vice Chair RICHARD A. GARBARINO Boardmember RICHARD BATTAGLIA Investment Officer BARRY M. NAGEL Executive Director PEDRO GONZALEZ Boardmember KEVIN MULLIN Boardmember KRISTA MARTINELLI-CARSON Clerk STEVEN T. MATTAS Counsel PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-I'vIPAIRED AT REDEVELOPMENT AGENCY Iv1EETINGS Lz accordance with California Government Code Section 54957.5, any writing or doca~ment that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public i~~ispection in the City (aerk's Offce located at City Hall. If, however, the docannent or writing is not distributed until the regular meeting to 1,vlzich it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR Motion to approve the minutes of February 11, 2009 and February 18, 2009. 2. Motion to approve the expense claims of March 1 1, 2009. 3. Resolution approving a loan for the remodel of Bronstein's Music Store, 363 Grand Avenue, in an amount not to exceed $350,000 and authorizing the Executive Director to execute loan documents. 4. Resolution awarding an Environmental Consulting Services Contract to Technology, Engineering & Construction, Inc. (TEC), of South San Francisco, CA, in an amount not to exceed $297,114.63 for the new Caltrain Station site located at 296 Airport Boulevard (Project No. 58-13232-0320). 5. Resolution authorizing the expenditure of up to $300,000 from the Low-and Moderate-Income Housing Fund to subsidize the purchase of up to six Below Market Rate Units at City Lights, adopting findings in connection therewith, and approving an amendment to the Agency's Low-Moderate Income Housing Fund Operating Budget. PUBLIC HEARING 6. Hyatt Place Hotel Vijay Patel/applicant SRI Krishna Enterprises/owner 550 Gateway Blvd P07-0073: PP07-0001, SIGN07-0047, VAR07-0004, TDM08-0003, DR07-0046 & MND07-0003 Precise Plan, Type "C" Sign Permit, Design Review, Transportation Demand Management Plan & Variance applications fora 166 room, eight-story Hyatt Place Hotel, at 550 Gateway Boulevard, in the Gateway Specific Plan District in accordance with SSFMC chapters 20.57, 20.85, 20.86 & 20.120. Continued from regular meetings of Nove»~ber 12, 2008, December 10, 2008, January .14, 2009 and February 11, 2009. REGULAR REDEVELOPMENT AGENCY MEETING MARCH 11, 2009 AGENDA PAGE 2 CLOSED SESSION 7. Conference with Real Property Negotiator (Pursuant to Government Code section 54956.8) Property: 415-417 Grand Avenue. Negotiating Parties: Dalai Metwalli and SSF RDA Agency negotiator: Marty Van Duyn. Under Negotiation: Terms and Conditions for Purchase of Property. 8. Conference with Legal Counsel: Existing Litigation (Pursuant to Government Code section 54956.9(a)) South San Francisco Redevelopment Agency v. Clear Channel. 9. Conference with Real Property Negotiator (Pursuant to Government Code section 54956.8) Property: 938 Linden Avenue. Negotiating Parties: 15SSF DEV, LLC and SSF RDA Agency negotiator: Marty Van Duyn. Under Negotiation: Terms and Conditions for Purchase of Property. 0. Conference with Real Property Negotiator (Pursuant to Government Code section 54956.8) Property: 344 Grand Avenue Negotiating Parties: St Vincent de Paul and SSF RDA Agency negotiator: Marty Van Duyn. Under Negotiation: Terms and Conditions for Purchase of Property. ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING MARCH 11, 2009 AGENDA PAGE 3 v~H SAN O ~' 5 =~=_ =~: y1. F=. ~- U O -..~. ~~LIFORI`~P MINUTES ~A AGENDA ITEM # 1 REDEVELOPMENT AGENCY DRAFT CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY FEBRUARY 11, 2009 CALLED TO ORDER: 6:30 p.m. ROLL CALL: Present: Boardmembers Garbarino, Gonzalez and Mullin, Vice Chairman Addiego and Chairwoman Matsumoto. Absent: None. AGENDA REVIEW None. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Motion to approve the minutes of January 14, 2009 and January 28, 2009. 2. Motion to approve the expense claims of February 11, 2009 in the amount of $622,706.65. 3. Resolution No. 2-2009 authorizing the execution of a Subordination Agreement with Willow Gardens Housing Associates (an affiliate ofMid-Peninsula Housing Coalition) and Union Bank for the Willow Gardens Revitalization Project and making a ffinding that an alternative method of refinancing is not reasonably available without subordination. Motion-Boardmember Gonzalez/Second-Boardmember Garbarino: to approve Consent Calendar Items Nos. 1 & 2. Unanimously approved by voice vote. Item 3: Boardmember Mullin questioned the meaning of subordination as pertinent to the proposed agreement with Willow Gardens Housing Associates. Manager of Housing and Redevelopment Fragoso explained that Mid Peninsula Housing had secured the property with. 50% of the funds coming from a loan from the Redevelopment Agency and _50% coming from conventional financing methods. Subordination meant the City would give up its place on the lien and the bank would take its place. This was fairly standard in this type of circumstance. Boardmember Mullin stated the subordination would increase the Agency's exposure somewhat, but only if a default situation occurred. Chairwoman Matsumoto questioned the relationship between Willow Gardens Housing Associates and Mid- Peninsula. Manager Fragoso responded that Mid-Peninsula set up a holding company for every property it operated to prevent comingling and to keep its various projects separate. Willow Gardens was the holding company on this project. Boardmember Garbarino questioned the funding mechanism in the event of default. Counsel Mattas advised that in the event of default, the Agency would have the opportunity to cure it by paying-off the senior debt. Manager Fragoso advised funds to cure the default would come from the Low-Mod Housing Fund and that it was probably unlikely that tax credits could be applied quickly enough in a default situation. Vice Chairman Addiego requested confirmation that the Agency was already invested in the properties up to 50% of the original acquisition price and filrther questioned what that amounted to. Manager Fragoso stated the City was invested in the property up to 50% of the original acquisition price. She opined the value of the properties presently exceeded the 1998 acquisition cost, although she did not know the current value. She further noted the refinance Mid-Peninsula was pursuing did not pertain to the entire property value, but only to a $2 million dollar amount. Executive Director Nagel added that $2 million -and not the entire acquisition cost of the property -would be the Agency's payout if it had to save the loan transaction. Vice Chairman Addiego questioned whether there would be advantages to the Agency's stepping up to pay the amount now. Manager Fragoso advised she did not foresee an advantage given that the amount would have to be funded by cash out of pocket. Motion -Boardmember Garbarino/Second -Boardmember Gonzalez: to approve Resolution No. 2-2009. Unanimously approved by voice vote. REGULAR REDEVELOPMENT AGENCY MEETING FEBRUARY 11, 2009 MINUTES PAGE 2 PUBLIC HEARING 4~ Hyatt Place Hotel Vijay Patel/applicant SRI Krishna Enterprises/owner 550 Gateway Blvd P07-0073: PP07-0001, SIGN07-0047, VAR07-0004; TDM08-0003, DR07-0046 & MND07-0003 Precise Plan, Type "C" Sign Permit, Design Review, Transportation Demand Management Plan & Variance applications fora 166 room, eight-story Hyatt Place Hotel, at 550 Gateway Boulevard, in the Gateway Specific Plan District in accordance with SSFMC chapters 20.57, 20.85, 20.86 & 20.120. Continued from regular meetings of November 12, 2008, December 10, 2008 and January 14, 2009. Motion to continue to the regz,elar meeting of Mccrch 11, 2009. Public Hearing opened: 6:47 p.m. Public Hearing Closed: 6:47 p.m. Boardmember Gonzalez questioned the recommendation to continue the public hearing. Senior Planner Beaudin responded the applicant was seeking more time to comply with requests the Agency had made for additional information and a model of the proposed project. He further noted the Public Hearing would need to be continued to a date certain to avoid a time period issue in light of the zoning code. Boardmember Garbarino opined preparation of a model was likely not holding-up the project. Senior Planner Beaudin advised he was in fairly regular contact with the applicant. He noted the applicant was taking time to look into the incorporation of green elements with his design team. He was also exploring the issue of rebates on solar improvements. Chairwoman Matsumoto and Vice Chairman Addiego stated that in these economic times, they did not want to force the applicant to reapply by denying the continuance. Chairwoman Matsumoto questioned whether the Agency had requested a model for projects of similar size. Senior Planner Beaudin responded that of late, project applicants had been preparing models. Vice Chairman Addiego stated he didn't recall a consensus amongst the Agency members with respect to the request for a model. REGULAR REDEVELOPMENT AGENCY MEETING FEBRUARY 11, 2009 MINUTES PAGE 3 Counsel Mattas advised the consensus of the majority was to request the applicant to return with answers/resolutions to several requests that had been made by various Agency members, including sustainability features, a local labor issue and preparation of a model. If the Agency was desirous of having the applicant return without a model, staff could so inform the applicant. Boardmember Garbarino stated that if the applicant wanted his approval, he had better show-up with a model. Boardmember Mullin stated that in deference to Boardmember Garbarino, he supported the request that the applicant provide a model. Chairwoman Matsumoto requested that the applicant show-up at the next meeting to provide an update on his progress. If for some reason a model was not completed, he should be prepared to explain the shortcoming. Motion -Boardmember Garbarino/Second -Boardmember Gonzalez: to continue the Public Hearing on the matter to the Regular Meeting of March 11, 2009. Unanimously approved by voice vote. ADMINISTRATIVE BUSINESS 5. Annual Redevelopment Reporting Requirements. Finance Director Steele advised that on an annual basis the Agency was required to submit to the State Controller's Office and review with the governing body reports pertaining to property, housing activities, blight progress, financial transactions and audited financial statements. Director Steele explained the reports were submitted to the Agency and/or were accessible as directed in the staff report. He then presented several highlights of the reports as follows: A table identifying the net assets of the Redevelopment Agency as of June 30, 2008 was presented reflecting page five (5) of the financial statements. He advised that current assets were down against 2007 because the agency used cash and the cost of several properties went up. In addition, current liabilities went tip due to an unfavorable ruling from a judge on a property tax issue. A table identifying outstanding Redevelopment Agency debt as of June 30, 2008 was presented reflecting page 8 of the financial statements. Director Steele advised the largest piece of the nearly $2 million debt reduction was attributable to the 2006 revenue bonds and that there were smaller decreases pertaining to the 1999 Certificates of Participation relating to the Conference Center and the 2000 HUD Section 108 Loan. Director Steele also called attention to the RDA Statement of Revenues and Expenditures reflected on page 16 of the financial statements. REGULAR REDEVELOPMENT AGENCY MEETING FEBRUARY 11, 2009 MINUTES PAGE 4 Chairwoman Matsumoto noted that the report showed the City owed $17 million for hook ramps and flyovers. Director Steele advised this related to the relationship between the Impact Fee Fund and the RDA. Director of Economic and Community Development Van Duyn advised that as an exall~ple, the Alexandria Real Estate project had a substantial impact fee obligation likely in excess of $2 million. This $2 million would be put towards repaying the loan to the RDA and save a substantial amount of interest. Chairwoman Matsumoto further questioned how the Agency was addressing the Auditors' comments on page 39 with respect to "control deficiencies." Director Steele advised this was a generic statement the auditors include in the event of a control deficiency. However, they had not identified any such deficiencies with respect to the Agency. Motion -Boardmember Gonzalez /Second -Boardmember Garbarino: receive and accept the Annual Redeveloprnent Report. Unanimously approved by voice vote. ADJOURNMENT Being no further business, Chairwoman Matsumoto adjourned the meeting at 7:05 p.m. Submitted b~: Krista Mar4inelli-Larson, Clerk City of South San Francisco REGULAR REDEVELOPMENT AGENCY MEETING MINUTES Approved: Karyl Matsumoto, Chairwoman City of South San Francisco FEBRUARY 11, 2009 PAGE 5 ~~xs MINUTES ~o .,,.-:~~~. ~, SPECIAL MEETING o REDEVELOPMENT AGENCY c'4LIFOR~lA CITY OF SOUTH SAN FRANCISCO CITY COUNCIL OF THE CITY OF SOUTH SAIV FRANCISCO CITY HALL CONFERENCE ROOM 400 GRAND AVENUE .SOUrI,H SAN FRANCISCO WEDNESDAY, FEBRUARY 18, 2009 City Council Meeting Called to Order: 6:01 p.m. DRAFT Redevelopment Agency Meeting Called to Order: 6:01 p.m. City Council and Redevelopment Agency Roll Call: Present.: Councilmen/Boardmembers Garbar-ino; Gonzalez and Mullin, Vice Mayor/Vice Cliair-inan Addiego and Mayor/Chairwoman Matsumoto. Absent: None. *For reporting purposes, participants are referred to in the remainder of the minutes by their titles affiliated with the City Council. 1. Public Comments -Comments were limited to items on the Special Meeting Agenda. None. Mayor Matsumoto announced that applicant Kamala Silva Wolfe had withdrawn her application for appointment to the Historic Preservation in a letter to Council. In the letter, Mrs. Silva Wolfe also endorsed applicant Ray Bava for appointment to the position. 2. Council interviewed applicants to fill a vacancy on the Historic Preservation Commission as follows: John Baker, Roy Bava, Linda Loeffler and Buenaflor "Flor" Nicolas. 3. Discussion appointment of applicant to the Historic Preservation Commission. After discussion, Council voted by ballot which yielded the following result: Flor Nicolas and Roy Bava were tied for appointment to the vacant seat. Accordingly, the vote proceeded by motion. Motion- Vice Mayor Addiego/Second- Councilman Gonzalez: to vote to appoint Buenallor Nicolas to the Historic Prescrvalion Commission. AYES: Councilman Gonralcr, Vice Mayor <~~ddiego and Mayor Matsumoto. NOES: Councilmen Garbarino ~u1d Mullin. AB"PAIN: None. 1113SENT: None. Motion- Vice Mayor Addicgo/Second- Councilman Gonzalez: to appoint Flor Nicolas to the I-Iistoric Preservation Commission for a term to expire December 31, 2012. Unanimously approved by voice vote. 4. Closed Session: Anticipated Litigation (Pursuant to Government Code Section 54956(c).) Initiation of Litigation: One Case. Closed Session opened: u:44 p.m. Open Session resumed: 7:14 p.m. Report out of Closed Session: By a vote of 5-0 Council authorized die filing of a law suit ab-ainst the State Board of Edualization to recover sales tax revenues drat should have been allocated to the City. 5. 7:00 p. m.: Downtown Strategy Discussion. Discussion began: 7:14 p.m. Manager of Housing and Redevelopment Fragoso stated staff had worked with consultant Van Meter Williams Pollack ("VMWP") to develop a vision for Downtown revitalization. The result was a series of perceived opportunities and/or suggeslions for the area. The purpose of developing the vision was not: to propose development but to provide a feeling of what development could look like on specific opportunity sites. Manager Fragoso then introduced a presentation by VMWP. Rick Williams of VMWP made the presentation and other staff from die firm was present. Mr. Williams explained dle presentation was a collaborative effort including input from staff, property owners and businesses. The proposed vision was meant to be flexible and it was anticipated that it would be modified over time. He then proceeded wide die presentation as follows: Development of the vision for dle Downtown involved identification of key sites in die area, opportunities for redevelopment and public and private investment. Also essential to d1e vision was consistent wide die Gener~~l Plan. The plan promoted infill development and encouraged a mixture of commercial, retail and residential uses. The plan envisioned Downtown as dle gateway to die South .San Francisco community through a focus on die connection From die East of 101 area to dle remainder of the City. The large picture vision for die Downtown would be dependent upon completion SPECIAL REDEVELOPMENT AGENCY & CITY COUNCIL MEETING FEBRUARY 18, 2009 MINUTES PAGE 2 ol~ a series o1~ individual pr<~jects, including, parks, neighborhood locus centers, mixed use and higher density developments. Manager hragoso explained lhat as part of the project, stall identified City or Redevelopment Age- ncy owned properties. hi addition, both public and privately o.vned (ransition sites ~werc identified. Manager 1?ragoso (lien presented maps displaying transi(ion sites depicting sub areas <ts well as priority opportunity sites. Mayor Matsumoto questioned the definition of a priority site. Manager hragoso advised priority sites were those that ~~~ere ali-eady City or Agency owned or were presently on the market. These locations were identified as priorities because there was more immediate potential for development and/or change. Councilman Gonz~~lez commented on the need for revitalization of the Downtown and questioned the feasibility of the proposal given the charrettes dial had been presented in the past. Manager Iiragoso advised the pre- sent vision was more comprehensive than what had previously been developed and was consistent with the General Plan. In addition, given die amount of publicly owned and/or tr~.nsition property in the area, the opportunity was more realistic than in the past. Councilman Gonzalez noted the importance of bringing the vision to die community and obtaining the property owners' impressions of the proposal. He emphasized that the neighborhood's willingness to help the City improve the Downtown would be necessary. Mayor Matsumoto advised the Downtown vision and development strategy would be a part of her presentation during the State of die City addresses. Mr. Willi~uns then continued the presentation and displayed several slides pertaining to public investment in the Downtown area. The proposals depicted would create a strong identify for the Do~vilto~vil Core and better connect it to the neighborhood. In die propos~~l, streets were modified to create open spaces and a plaza and park at City I-Iall were depicted as were other public space and streetscape improvements. Mr. Williams stressed the importance of rerouting Downtown truck traffic as part of the plan. Mayor Matsumoto noted that: Council had long supported the rerouting of truck ti ~Zllic in the Downtown area, however she understood bringing dvs to fruition would be very difficult given that Caltrans' assistance was required. Manager rragoso stated it was stall's proposal to begin the process of making inroads with Caltrans on the subject of rerouting truck traffic. Assistant City Manager v1d Director of Community Development Van Duyn advised it would be a matter of restricting truck access off 101 from die south bound exit, which had been staff's proposal for sometime. Caltrans had entertained die idea, but had demanded a substvitial ~unount of environmental studies. Staff was presently working on answering Caltrans' requests. SPECIAL REDEVELOPMENT AGENCY & CITY COUNCIL MEETING FEBRUARY 18, 2009 MINUTES PAGE 3 Mayor ~~latsumoto stated that( restricting truck access would he cruci~ll to making the ~u~ca walk~tblc. ~~h-. 1~~illiams then presciltcd additional streetscape drawings ~u~d maps and explained the proposals as follows: 'hhc proposal called for enhancements to Airport Boulevard and the ability to ch~u~gc Cypress Avenue into a more pede~striail oriented sheet This course of~ action would serve to anchor the Downtown at the lower en<i of Grand Avenue ~u~d expand commerci~~l activity closer to 101 ~u~d Airport Boulev~u-d. Adding mixed use commercial activity clown along the freeway ~-voul~l transl-orm tl~e :u-ea into a true gateway 1-or the community. Grand Avenue Streetscape improvements had already begwl testing, including Model Sites at Maple and Linden Avenues with the incorporation of benches and banners. Addition~~l pl~ulned improvements included planters, bollards and enhanced hash and recycling receptacles. The proposal called for adding these improvements along the pedestrian gateway between Caltrain and the Downto~~1 Dishict ~u~d ~~long Baden Avenue. Infill Development in response to the Miller Avenue Parking Structure was suggested. Enhancing t11e nearby streets and building on the existing fabric in the area with buildings that would fit the scale and size of the area was recommended. Priority steps included the following: (1) redesign the S. Linden/Shaw/San Mateo Ave. Intersection for truck traffic re-route; (2) develop Airport Blvd Streetscape; (3) implement Grand Avenue Streetscape; (4) design Cypress Avenue Phase l; and (5) 4'h Lane lighting and improvement program. Councilm~ul Garbarino questioned the proposal calling for 300+ sq. feet of office space near llie freeway along Airport Blvd. Mr. Williams responded the proposal was focused on anchoring commercial activity along d1e freeway. The proposed office space would house local-serving business such as banks, etc. Councilman Mullin stated he was excited by die prospect of developing a vision to improve the Downtown Dishict. He questioned the major hurdles confronted in bringing the charrette vision from t11e 1990s to fruition. He explained his intent in asking this question ~-vas to determine how to make the process work this time around. Manager rragoso advised the original charrette was done more than ten (10) years ago and included good ideas. However, the ideas were in some ways not grounded in reality. ror example, die groundwork of identifying priority opportunities had not been undertaken. The current proposal incorporated real properties that were owned by the City or Agency. rur(l~ennore, present propos~>Is were consistent wit11 the General Plan, making diem more realistic. Councilman Mullin questioned the financial vehicle proposed to make the vision a reality. SPECIAL REDEVELOPMENT AGENCY & CITY COUNCIL MEETING FEBRUARY 18, 2009 MINUTES PAGE 4 Manager I'ragoso opined th~lt much ol~ die ~-vorl: could be accomplished through (11e Downtown Redcvelol»nent District. In addil-ion, private. b>ISinesscs and property o~~~~ners such as 13rOI1Steln'S MUSIC, I3non ~~115~0 ~ln(l Dl Nap011 ~~VerC lOOliing t0 Il]akC S1g1lll1Can~ I11V'eStIl~CntS In the Downtown with Agency support. Assistant Lit}~ Manager V~ul Duyn advised the lundalnental difference helwccn the dining of t11e old charrette and the new vision was the availability ol~ RDA funds. ~hhe ~u~~ulability ol~ RDA funding had increased altowin~; a number of Agency acq>_iisitions in die District. Accordingly, the RDA had been able to assemble Downtown properties that were ripe for ilnprovernenl. Councilman Mullin questioneB ~wlietlie-r qu~~lity residential development wou1B need to Happen in the District before qu~dity retail and private im~estment would follow. M~uiager hragoso stated housing ~-vas a critic~~l component because people with disposable income would be required to keep die economy going and make retail and restaurants in the area work. Accordingly, housing was an essential first piece, but the infrastructure to improve the area was so important that it ~-vas on a pal ~allel track will plans for residential improvements. Mayor Matsumoto questioned whether the Downtown could be improved according to the proposed vision while maintaining the character of some of the older Downtown developments. Mr. Williams advised dle quaint older architecture actually fit very well with plans for modernization. He advised die newer buildings may be a little bigger in scale, but their overall style wouldn't have to Biller. I-Ie opined that Downtown had great bones that deserved resurgence. Mayor Matsumoto observeB the plan called For the gentrification of dle Downtown. She questioneB the measures being employed to assist individuals/businesses drat might be displaced. Manager I'ragoso advised die different interests were competing in slightly different categories. She opined llle Mom and Pop taquerias and businesses would always be on Grv~d Avenue, but that didn't mean upscale restaurants and business couldn't be added. In addition, stztf planned social programming to maintain support for die low income community. Vice Mayor Addiego stateB drat better stores might bring some consistency to the Downtown. Councilman Garbarino stated retail or restaurants that wou1B serve as an attraction to die area were necessary. Vice Mayor ABBiego observed some of dle proposeB enhancements cou1B be moved on as large amounts of funding were not required. Assistant City Manager Van Duyn stated m~uly changes to the Downtown were anticipated. Housing would be a prior-ity as it was eYpecteB to bring a Remand for retailers a.ntl restaurants not presently in die area. However, die need to maintzin businesses/restaurants for peripheral residents to the Downtown would always exist. Council cominenteB on dle neeB for Downtown merchants to run promotions. SPECIAL REDEVELOPMENT AGENCY & CITY COUNCIL MEETING FEBRUARY 18, 2009 MINUTES PAGE 5 NIr. ~~Villi~uns conlnlcnt«1 on the similarity ol~ the Downtown dcmo~;raphic between South San h'rancisco and San R~d~lcl. I Ic noted that. although it tool: some time, San Ralacl ~~vas able to (Ievelop a thl'1Vlllg DO~VnlobVn ~1~~ll~e Iner~ing COlllpe~ing lnterCStS. ~~~Iayor Matsumoto <~ues(ioncd how llie zoning code ~r~ould impact. proposals Ior mired use and/or taller buildings on Gr~uld Avenue. 1~iSSlStant. Clty M~Ulager Van Dll}~l1 state(1 that. 4V1t11 proper (lellslty a(1]USh11CnlS, the develcipmenl level could be increased Above the Iirst. Moor to accommodate either ol7ice or residential uses. Mayor Matsumoto advised that nett steps would include further review by the Dow~lto~-vn Subcommittee. She also wanted the Historic Preservation Commission to be invited to participate and become more actively involved in plans for Downtown revitalization. E. Adjournment of City Council Meeting and Redevelopment Meeting. Being no fiu`ther business, Mayor Matsumoto adjourned the meeting at 8:3~ p.m. .Submitted by: is ~ Martine '-Larson, City Clerk City of .Francisco Clerk, Redev lopinent Agency Approved: Karyl Matsumoto, Mayor City of South San Francisco Chairwoman, Redevelopment Agency SPECIAL REDEVELOPMENT AGENCY & CITY COUNCIL MEETING FEBRUARY 18, 2009 MINUTES PAGE 6 o ~ U o c'~LIFOR~lA I certify that the demands set forth on this payment. register are accurate and funds are available for payment.* RDA AGENDA ITEM # 2 DA.'ED: •3 ~~' ~~ % A FINANCE DIRECTOR *Note: Items below do not include payroll related payments Checks: Date 02/11/09 $ 02/18/09 02/25/09 03/04/09 Electronic Payments: Date 02/26/09 02/26/09 02/27/09 Amount 20,776.16 58,175.42 39,928.93 108,469.96 Amount To Description 40,000.00 First American Title First Time Home Buyer Program 1,548,120.78 Bank of New York RDA Debt Service 85,000.00 First American Title First Time Home Buyer Program Total Payments $ 1,900,471.25 This is to certify that the above bills were confirmed at the regular meeting of the Redevelopment Agency of South San Francisco held March 11, 2009. 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Z Z Z z t-l Cf~ H H H H H H H H H H H H Q ,' ~ f ~ Ei r~ f ~ H H H H F ~+ ti H L , C' f ~ C, O ti^ ~ ~ ~ FC ~ ~ ~ ~ ~ FC ~ H x w w w w w w w w w w w w ~ w I w a w a a a c., a a a a a a U ~ o 0 0 0 0 0 0 0 0 0 0 0 ~ Z ~ a P, a a a, a a a a a, a a a W ~ ~ W O O O O O O O O C O O O H o ~ I Q a ~ a a ~ a a a a a a a F ~C ~ O W Ct1 W W W W W W W W W W H C C7 I \ W fsl W F] W W W W W W W W H O I 3 Q Q Q Q Q Q Q Q Q Q Q Q U M a I O W W W W W W W W W W W W ~ o a, I a a x a a x a a a a a a a w Q~ C n7 O a N ° H a O Q z w O H 0 H Q 0 Q a 0 U W a ~zx ~~` ~ Redevelo ~zent .A enc 0 n ., Q Sta Re opt .fJ~ p `~LrFOR~~~ RDA AGENDA ITEM # 3 DATE: March 11, 20Q9 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: A RESOLUTION APPROVING A LOAN FOR THE REMODEL OF BRONSTEIN' S MUSIC STORE IN AN AMOUNT NOT TO EXCEED X350,000 AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE LOAN DOCUMENTS RECOMMENDATION It is recommended that the Agency Board adopt the attached Resolution approving a loan amount not to exceed 5350,000 for the remodel of Bronstein's Music Store and authorizing the Executive Director to execute the loan documents. BACKGROUND/DIS CU S SION The owners of Bronstein's Music Store had decided the best way to handle the severe economic ,downturn would be to close their downtown store and continue their music classes in a smaller chap in another city. At present, the sale of musical instruments is not the most profitable component of the business. Repair services and music lessons drive profits. Unfortunately, the layout ofthe store does not facilitate expansion of the profitable components of the business. Staff held discussions with the property owners which led to the idea of remodeling the entire store to accommodate the addition of new sound studios, the expansion of repair services and significant improvements to the exterior of the building facing Third Lane. Tlus idea gained fraction and provided the owners with new possibilities for continuing the sale of musical instruments in a manner that would be more cast effective preserving a longstanding storefront and business in the City's Hlstorlc Downtown Dlstrlct. This is particularity important given that this business has an established regional market draw. Preliminary architectural plans have been drafted to reduce the musical instrument retail portion ofthe store while incorporating new sound studios, expanded repair services and new restrooms to accommodate the disabled. Tlus new plan has the added benef t of taking advantage of the Third Lane frontage. The design would revitalize the lane by installing new rollup doors and true light glass doors at the rear. of the building, enhancing the appearance and improving pedestrian access. This model allows access from the parlting lot to aII components of the property and allows the sound studios to be open in the evening without the need to staff the store. Staff Report Subject: Loan of $350,000 far Bronsteins Music Store Remodel Page 2 FUNDING Preliminary estimates have been generated for the proposed remodel in the range of $350,000. It is believed this investment will allow the business owners to create a cast effective business that can maximize operating eff ciency and survive the changing economic times. Funds are available in the current Redevelopment Agency budget and targeted specifically for improvements of this nature. The scope of work includes installation of new sound studios ($150,000 estimate), remodel of the instrument sales section, two new disabled accessible restrooms ($200,000 estimate}, and facade improvements to the new Third Lane storefront. The fiords would be structured as an amortized loan to the Owner's secured with a lien on the property, simple interest of four (4%) percent and a term of twenty (20} years. The Owner's are responsible for securing all necessary building permits and executing an Owner/Contractor Agreement and management of the construction work to be undertaken. CONCLUSION Bronstein's Music Store is an lustoric resource in our community and this remodel is in keeping with the City's vision for down#own revitalization. Preserving this Iusfioric and regional specialty business in the downtown district is a key economic consideration in this funding proposal. Staff recommends that the Agency Board adopt the attached Resolution approving a loan amount not to exceed $350,000 for this major renovation and autllorizi_ng the Executive Director to execute the required loan documents. By: Approve : Marty Van Duyn airy M. Nag Assistant Executiv ' ector Executive Director Attaclunent: Resolution Exhibit A --Property Assessment Exhibit B -- TBD Based on Received Bids Color Rendering .Owner Participation Agreement Exhibit C -Memorandum of Understanding and Loan Agreement Exhibit D -Certificate of Completion Exhibit E ~-Secured Promissory Note Exhibit F -Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing SMN:MVD:NF RESOLUTION NO REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE EXECUTION OF AN OWNER PARTICIPATION AND LOAN AGREEMENT WITH JEAN ERIC, LLC., APPROVING THE PROVISION OF A LOAN FOR THE REHABILITATION OF THE PROPERTY LOCATED AT 363 GRAND AVENUE SOUTH SAN FRANCISCO, CA 9408Q, AND AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION WITH SUCH FINANCING . WE-TEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq, (the "CRL"}, and pursuant to the authority granted thereunder, has the responsibility to carry out the Redevelopment Plan (the "Redevelopment Plan"} for the Downtown/Central Redevelopment Project Area (the "Project Area"); WHEREAS, the Agency operates a commercial rehabilitation loan program pursuant to which the Agency provides financing for the rehabilitation of buildings located within the Project Area; WHEREAS, Jean Eric, LLC. ("Otivner"} is the owner of the property located in Project Area at 363. Grand Avenue Soutli San Francisco, CA 940$0, and known as San Mateo County Assessor's Parcel No. 012313060 (the "Property"}, and Owner has applied to Agency for financing in order to rehabilitate and improve the Property (the "Project"}; WHEREAS, the Project will be of benefit to the Project Area because it will improve the streetscape appearance of the Property and provide increased job and economic development opportunities;. WHEREAS, the terms and-cnndi-ti~n~-fer-tl~e~habili~tien- of-the Property--and _._ . _ _... _ _ .. _ . the financing of the Project are more particularly described in a proposed Owner Participation and Loan Agreement (the "OPA"} between Agency and Owner, copies of which have been provided to the Agency; WHEREAS, the proposed Agency financing for the Project includes a loan in the amount of Three Hundred Fifty Thousand Dollars ($350,000} (the "Loan"}; WHEREAS, the Project would be infeasible without the Laan; and W1=AREAS, Owner and Agency staff have negotiated the terms and conditions of (i} a Secured Promissory Note (the "Note"} that provides for repayment of the Loan over 120159b-1 a twenty (20) year term; and (ii) a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") pursuant to which the Agency will be provided a security interest in the Property to secure repayment of the Loan. NOtiV, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: 1. Finds that the rehabilitation of the Property in accordance with the OPA and the provision of the Loan for the Projecfi will be of benefit to the Project Area, will further the goals of the Redevelopment Plan, and will be consistent with the implementation plan adapted in connection therewith. 2. Approves the provision of the Loan pursuant to the terms and conditions set forth in the OPA. 3. Approves the OPA, the Note, and the Deed of Trust; authorizes the Executive Director ar his designee to execute and deliver the OPA and the Memorandum of the OPA substantially in the form on file with the Agency Secretary; and authorizes the recordation of a Memorandum of the OPA in the Official Records of San Mateo County. 4. 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TZI} .~ ~ e rt {:" .J} ~ fl: ~ ~_t'tt_._._~._ OWNER PARTICIPATION AND LOAN AGREEMENT (Commercial Rehabilitation Loan Program} by and between THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO and JEAN ERIC, LLC., A CALIFORNIA CORPORATION (Bronstein's Music) 2009 Exhibits A Legal Description of Property B Financing Plan C Form of Memorandum of Owner Participafiion Agreement D Form of Certificate of Completion E Form of Promissory Note F Form of Deed of Trust THIS OWNER PARTICIPATION AND LOAN AGREEMENT (this "Agreement"} is entered into effective as of , 2009 ("Effective Date") by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Agency") and Jean Eric, LLC., a California Corporation ("Owner"). Agency and Owner are hereinafter collectively referred to as the "Parties." RECITALS A. Owner is the owner of fee title to the real property located at 363 Grand Avenue, South San Francisco, CA 944$0, in the City of South San Francisco ("City"}, and known as San Mateo County Assessor's Parcel No. O1?313060 as mare particularly described in Exhibit A attached hereto (the "Property"). The Property is located within the Downtown Project Area ("Project Area"} established pursuant to the redevelopment plan adopted in 1989 by the City Council of the City of San Francisco ("City Council"} by Ordinance No. 1056-$9 (as subsequently amended, the "Redevelopment Plan"}. B. Agency operates a Commercial Rehabilitation Loan Program {the "Program") pursuant to which the Agency provides Loans far the rehabilitation of buildings located within the Project Area. C. Owner has proposed to rehabilitate the improvements located an the Property (the "Improvements") in order to, among other improvements, rehabilitate the building exterior, expand repair services offered to the public, add new sound studios, improve pedestrian access, and improve accessibility to persons with disabilities (all of the foregoing, collectively, the "Project"). D. Owner has requested, and Agency has agreed to provide, a loan (the "Loan"} pursuant to the terms and conditions set forth herein for the purpose of providing partial financing for the Project. E. The purpose of this Agreement is to effectuate the Redevelopment Plan by providing for the rehabilitation of the Property as more particularly set forth herein, The Agency has determined that (i} rehabilitation of the Property pursuant to this Agreement is consistent with the Redevelopment Plan and the Implementation Plan for the Project Area, will be of benefit to the Project Area, and will further the goals of the Redevelopment Plan by improving the streetscape appearance of the Improvements, and by providing increased job and economic development opportunities, azid {ii} the Loan~is necessary fo make-tlie ProJect~ecoriomically feasible. F. A material inducement to the Agency to enter into this Agreement is the agreement by Otivner to rehabilitate the Property within the time periods specified herein and in accordance with the provisions hereof, and the Agency would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Owner to complete the Project in accordance with such provisions and within such time periods. G. In connection with ties Agreement: (i) Owner shall execute a secured promissory note (the "Note") in the amount of the Loan and a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Deed of Trust") which shall provide Agency with a security I 195786-1 3 interest in the Property. This Agreement, the Note, and the Deed of Trust are collectively hereinafter referred to as the "Agency Documents." NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration file receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. ARTICLE I DEFINITIONS 1. Definitions. The following terms shall have the meanings set forth in the Sections referenced below wh enever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. I.1 "Agency Documents" is defined in Recital G. 1.2 "Certifcate of Completion" is defined in Section 3.15. I.3 "City" is defined in Recital A. 1.4 "City Council" is defined in Recital A. 1.5 "Claims" is defined in Section 3.17. 1.6 "Closing Date" is defined in Section 4.1, 1.7 "Conditions of Approval" is defined in Section 3.2.~ 1.8 "Construction Plans" is defined in Section 3.11. I.9 "Deed of Trust" is defined in Recital G. I.1 ~ "Environmental La«s" is defined in Section 8.~-. 1.11 "Financing Plan" is defined in Section 3.7. _ - .__L.12..... _..._.`_`Hazardous -Materials'-'--is-defined in-..Section 83. ---_ ----~- - ... - ..... _......_ ... 1.13 "Improvements" is defined in Recital C. 1.14 "Indemnitees" is defined in Section 3.17. 1.15 "Loan" is defined in Section 4.1. 1.16 "Note" is defined in Section 4.I. 1.17 "Official Records" means the Official Records of San Mateo County. 1195786-I 4 1.18 "Permitted Exceptions" is defined in Section 4.5. I.i9 "Project" is defined in Recital C and further described in Section 3.2. 1.20 "Title Policy" is defined in Section 4.5. 1.21 "Transfer" is defined in Section 4.7. ARTICLE II REPRESENTATIONS; EFFECTIVE DATE AND TERM 2.1 Owner's Representations. Owner represents and warrants to Agency as follows, and Owner covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Owner shall immediately give written notice of such fact or condition to Agency. Owner acknowledges that Agency shall rely upon Owner's representations made herein notwithstanding any investigation made by or on behalf of Agency. (i) Authority; General Partner. Owner is a Corporation, duly organized and in good standing under the laws of the State of California. Owner has the full right, power and authority to undertake all obligations of Owner as provided herein, and the execution, performance and delivery of this Agreement by Owner has been duly authorized by alI requisite actions. The persons executing, this Agreement an behalf of Owner have been duly authorized to do so. This Agreement and the other Agency Documents constitute valid and binding obligations of Owner, enforceable in accordance with their respective terms. (ii) Na Conflict. Owner's execution, delivery and performance of its obligations under this Agreement will not tonstihite a default or a breach under any contract, agreement or order to which Owner is a party ar by which it is bound. (iii) No Litigation or Other Proceeding. No litigation ar other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Owner to perform its obligations under this Agreement. (iv) No Owner Bankruptcy. Owner is not the subject of a bankruptcy or _insolvency proceeding.--- --------- ----- ----._......_ -._ --- ___ .___..._-...--.- --___._..---...--------- --.----------- - __ _...-..- --------------- ------------------ ---------------------- -._-......_..........- 2.2 Effective Date; Memorandum. The obligations of Owner and Agency hereunder shall be effective as of the Effective Date. Concurrently with the execution of this Agreement, the Parties shall execlrte a Memorandum of this Agreement substantially in the form attached hereto as Exhibit C which shall be recorded in the Official Retards. 1195786-1 ARTICLE III DEVELOPMENT OF' THE PROJECT 3.1 The Property. Owner represents and warrants that as of the Effective Date: (i) Owner possesses fee simple title to the Property, and (ii} the Property is subject to no covenanfi, condition, restriction or agreement that would prevent the development of the Project in accordance with this Agreement. If at any time the foregoing statements become untrue, the Agency shall have the right to terminate this Agreement upon written notice to Owner. 3.2 Scope of Development. Owner shall rehabilitate the Property in accordance with the terms and conditions of this Agreement and in compliance with the terms and conditions of ail approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Project or the Property has granted ar issued as of the date hereof or may hereafter grant or issue in connection with the Project, including without limitation, a1I mitigation measures imposed in connection with environmental review of the Project (if any), all requirements related to preservation of historic resources (if applicable}, and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing approvals, entitlements, perZnits, mitigation measures and conditions of approval are hereafter collectively referred to as the "Conditions of Approval"}. The Project will consist of the rehabilitation of the Property, including without limitation, the improvement of the exterior of the building, remodeling of the building interior in order to provide for increased repair services and additional sound rooms, the addition of restrooms that are accessible to persons with disabilities, and improved pedestrian access to the building. 3.3 Relocation. Owner shall ensure that all residential and commercial tenants of the Property xeceive alI notices, benefits and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq.), all state and local regulations implementing such law, and all other applicable Iocal, state and federal laws and regulations (collectively "Relocation Laws"} relating to the displacement and relocation of eligible persons as defined in such Relocation Laws. Any and all casts incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Pxoperty, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws shall be paid by Owner. Owner shall indemnify, defend {with counsel approved_ by _Agency)_and Ilold__. _ _ Harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Owner's obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable ~to any such Claims. It is further agreed that Agency and City do not and shall not waive any rights against Owner which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or Owner's deposit with Agency of any of the insurance policies described in this Agreement. Owner's indemnification obligations set forth in this Section shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees. Owner's obligations set forth in this Section 3.3 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project. 1195786-t ~ 3.~ Project Approvals. Owner acknowledges and agrees that execution of this Agreement by Agency does not constitute approval for the purpose of the issuance of building permits for the Project, does not limit in any manner the discretion of City in such approval process, and does not relieve Owner from the obligation to apply for and obtain all necessary entitlements, approvals, and permits for the Project, including without limitation, the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the Project (if any), and the completion of any required environmental review. Owner covenants that it shall: (i:) obtain all necessary permits and approvals which may be required by Agency, City, or any other governmental agency having jurisdiction over the Project or the Property, (ii} comply with all Conditions of Approval, (iii) comply with all mitigation measures imposed in connection with any environmental review of the Project, and (iv} not continence construction work on the Project prior to issuance of building permits required for such worlt. Agency staff shall work cooperatively with Owner to assist in coordinating the expeditious processing and consideration of all permits, entitlements and approvals necessary for development of the Project. 3.5 Fees. Owner shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City in connection with obtaining building permits and other approvals for the Project, including without lintation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, design review, architectural review, historic review, and any subsequent approvals for the Project or the development of the Property. 3.b Cost of Construction. Except as expressly set forth herein, Owner shall be solely responsible for all direct and indireet.costs and expenses incurred in connection with the design, development and construction of the Project and compliance with the Conditions of Approval, including without limitation the installation and construction of all off-site or on-site improvements required by City in connection therewith, and none of such costs and expenses shall be the obligation of the Agency or the City. 3.7 Financing Plan. Owner has submitted to Agency, and Agency hereby approves a plan for financing the Project (hereinafter, "Financing Plan"}, indicating all sources of fitnds - _ ----_-.___. -___necessary to~ay,__when_due,._the__estimated-costs_of_construction,--including_hard_and-soft-------------- construction costs. owner represents and warrants fihat all such funds have been fzrmly committed by Owner, equity investors or lending institutions, subject only to commercially reasonable conditions. The Financing Plan is attached hereto as Exhibit B. 3.8 Development Schedule. Owner shall commence and complete construction of the Project and shall satisfy all other obligations of Owner under this Agreement within the time periods set forth herein, as such time periods may be extended upon the mutual written consent afthe Parties. Subject to force majeure, Owner shall commence construction of the Project not later than three (3) months following the Effective Date, and Owner shall diligently prosecute to completion the Project in order to allow City to issue a final certificate of occupancy within six (6} months following commencement of construction work. Subject to force majeure, Owner's I I95786-[ 7 failure to commence or complete construction of the Project in accordance with the time periods specified in this Section 3.$ foregoing shall be an Event of Default hereunder. 3.9 Rights of Access. For the purpose of ensuring that the Project is developed in compliance with this Agreement, Owner shall permit representatives of the Agency and the City to enter upon the Property to inspect the.Project following 24 hours written notice (except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided). 3.10 Agency Disclaimer. Owner acknowledges that the Agency and City are under no obligation, and neither Agency nor City undertakes or assumes any responsibility or duty to Owner ar to any third party, to in any manner review, supervise, or inspect the progress of construction or the operation of the Project. Owner and all third parties shall rely entirely upon its ar their awn supervision and inspection in determining the quality and suitability of the materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the construction and operation of the Project. Any review or inspection undertaken by the Agency or the City is solely for the purpose of determining whether Owner is properly discharging ifis obligations under this Agreement, and shall not be relied upon by Owner ar any third party as a warranty or representation by the Agency or the City as to the quality of the design or construction of the Improvements or otherwise. 3.11 Construction Plans. Owner shall submit to City's Building Department detailed construction plans for the Project (the "Construction Plans"). As used herein "Construction Plans" means all construction documents upon which Owner and Owner's contractors shall rely in constructing the Project tincluding, as applicable, landscaping, parking, pedestrian access and common areas) and shall include, without limitation the fallowing as applicable to the Project: the site development plan, final architechiral drawings, landscaping, exterior lighting and signage plans and specifications, materials specifications, final elevations, and building plans and specifications. The Construction Plans shall be based upon the scope of development set faith herein and upon the approvals issued by the Agency and the City for the Project, and shall not materially deviate therefrom without the express written consent of Agency and City. Provided that the Construction Plans are consistent with the requirements of this Agreement, approval of the Construction Plans by City shall be deemed approval thereof by Agency. 3.12 Construction Pursuant to Plans. Owner shall complete the Project in accordance .with the.approved_Construction_Plans,_the Conditions of Approval, ana_all otl~er pei-mits_.and_._.__.__.. approvals granted by the City and/or the Agency pertaining to the Project, Owner shall comply with all directions, rules and regulations of any f re marshal, health off cer, building inspector or other officer of every governmental agency having jurisdiction over the Property or the Project. Each element of the work shall proceed only after procurement of each permit, license or other authorization that may be required for such element by any governmental agency having jurisdiction. All design and construction work on the Project shall be performed by licensed contractors, engineers or architects, as applicable. 3.13 Change in Construction Plans. If Owner desires to make any material change in the approved Construction Plans, Owner shall submit the proposed change in writing to the Agency and City for their written approval, which approval shall not be unreasonably withheld II95786-I g or delayed if the Construction Plans, as modif ed by any proposed change, conform to the requirements of this Agreement and any approvals issued by Agency ar City after the Effective Date. Unless a proposed change is approved by Agency within thirty (30} days, it shall be deemed rejected. If rejected, the previously approved Construction Plans shall continue to remain in full farce and effect. Any change in the Construction Plans required in order to comply with applicable codes shall be deemed approved, so long as such change does not substantially nor materially change the architecture, design, function, use, or amenities of the Project as shown an the latest approved Construction Plans. Approval of changes to the Construction Plans by City shall be deemed approval thereof by Agency. Nothing in this Section is intended to or shall be deemed to modify the City's standard plan review procedures. 3.14 Defects in Plans. Neither Agency nor City shall be responsible to Owner or to any third party for any defect in the Construction Plans or for any structural or other defect in any work done pursuant to the Construction Plans. Owner shall indemnify, defend (with counsel approved by Agency} and hold harmless the Indemrutees from and against all Claims arising out of, or relating to, or ahleged to arise from ar relate to defects in the Construction Plans or defects in any work done pursuant to the Construction Plans whether or not any insurance policies shall have been determined to be applicable to any such Claims. Owner's indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement and the recordation of a Certificate of Completion. It is further agreed that Agency and City do not, and shall not, waive any rights against Owner which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, ar Owner's deposit with Agency of any of the insurance policies described in this Agreement. Owner's indemnification obligations pursuant to this Section shall not extend to Claims arising due to tl~e gross negligence or willful misconduct of the Indemnitees. 3.i5 Certificate of Completion for Project. Promptly after completion of the Project, issuance of a final Certificate of Occupancy by the City and the written request of Owner, the Agency will provide an instrument ("Certificate of Completion") so certifying, provided that at the time such certificate is requested all applicable components of the Project have been completed. The Certificate of Completion shall be conclusive evidence that Owner has satisfied its obligations regarding the Project. The Certificate of Completion shall be issued substantially in the form attached hereto as Exhibit D, and at Owner's option, shall be recorded in the Official Records. The Certificate of _ ___._ __._._____.__.____.___Completon_shall_not_constitute_euidence_of compliance-with-or-satisfaction-ofany-obligation-of- Owner to any holder of a deed of trust or mortgage securing money loaned to finance the Project or any part thereof and shall not be deemed a notice of completion under the California Civil Code, nor shall such Certificate provide evidence that Owner has satisf ed any obligation tlxat survives the expiration of this Agreement. 3,16 Equal Opportunity. During the construction of the Project, there shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting ar demoting of any person engaged in construction of the Project, and Owner shall direct its contractors and subcontractors to refrain from discrimination an such basis. 1195786-1 3.17 Prevailing Wage Requirements. To the full extent required by all applicable state and federal laws, rules and regulations, if any, Owner and its contractors and agents shall comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto {"Prevailing Wage Laws"), and shall be responsible for carrying out the requirements of such provisions. If applicable, Owner shall submit to Agency a plan for monitoring payment of prevailing wages and shall implement such plan at Owner's expense. Owner shall indemnify, defend (with counsel approved by Agency) and hold the Agency, the City, and their respective elected and appointed officers, officials, employees, agents, consultants, and contractors (collectively, the "Indemnitees"} harmless from and against ail liability, loss, cost, expense (including without limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively "Claims") which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 172b and 1781) or the requirement of competitive bidding in the construction of the Project, the failure to comply with any state or federal labor Laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Owner related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies sha1I have been determined to be applicable to any such Claims. It is further agreed that Agency and City do not and shall not waive any rights against Owner which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or Owner's deposit with Agency of any of the insurance policies described in this Agreement. The provisions of this Section 3.17 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project. Owner's indemnification obligations set forth in this Section shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees. 3.18 Compliance with Laws. Owner shall carry out and shall cause its contractors to carry out the construction of the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, the City zoning and development standards, building, plumbing, ___________ mechanical and electrical cades,_alLothezproVisions-afche-Gity's MuniGipai Gode; and-all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. Owner shall indemnify, defend (with counsel approved by Agency} and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Owner's obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that Agency and City do not and shall not waive any rights against Owner which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or Owner's deposit with Agency of any of the insurance policies described in this Agreement. Owner's indemnification obligations set forth in this Section shall not apply to Claims arising from the t t~s~ss-t 10 gross negligence or tivillful misconduct of the Indemnitees. Owner's defense and indemnification obligations set forth in this Section 3.18 shall survive the expiration or earlier terminarion of this Agreement and the issuance of a Certificate of Completion for the Project. 3.19 _Liens and Stop Notices. Prior to the recanveyance of the Deed of Trust, Owner shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Owner. If a claim of a Lien or stop notice is given or recorded affecting the Project, Owner shall within twenty (20) days of such recording or service: (a} pay and discharge (or cause to be paid and discharged) the same; or (b} effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c} provide other assurance satisfactory to Agency that the ciairn of lien or stop notice will be paid or discharged. 3.20 Right of Agency to Satisf~Liens on the Property If Owner fails to satisfy or discharge any lien or stop notice on the Property pursuant to and within the time period set forth in Section 3.19 above, the Agency shall have the right, but not the obligation, to satisfy any such liens or stop notices at Owner's expense and without fixrther notice to Owner and all sums advanced by Agency for such purpose shall be part of the indebtedness secured by the Deed of Trust. In such event Owner shall be liable for and shall immediately reimburse Agency for such paid lien or stop notice. Alternatively, the Agency may require Owner to immediately deposit with Agency the amount necessary to satisfy such lien or claim pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against Owner. Owner shall file a valid notice of cessation or notice of completion upon cessation of construction of the Improvements for a continuous period of thirty (30} days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property or the Improvements. The Agency may (but has no obligation to} record any notices of completion or cessation of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in the Property and the Improvements. 3.21 Performance anal Payment Bands. Prior to commencement of construction work on the Project, Owner shall cause its general contractor to deliver to the Agency copies of payment bond(s) and performance bond(s) issued by a reputable insurance company licensed to do business in California, each in a penal sum of not less than one hundred percent (I00%} of the scheduled cost of construction of the Project. The bonds shall name the Agency and the City as co-obligees~ItLlieLto£such performance and payment bonds, subject to Agency's approval of the form and substance thereof, Owner may submit evidence satisfactory to the Agency of the contractor's ability to commence and complete construction of the Project in the form of an irrevocable letter of credit, pledge of cash deposit, certificate of deposit, or other marketable securities held by a broker or other financial institution, with signature authority of the Agency required for any withdrawal, or a completion guaranty in a form and from a guarantor acceptable to Agency. Such evidence must be submitted to Agency in approvable form in sufficient time to allow for Agency's review and approval prior to the scheduled construction start date. 3.22 Insurance RegLUrements. Owner shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Article X. ~ i~s~s6-i 11 ARTICLE IV AGENCY FINANCIAL ASSISTANCE 4.1 Laan and Nate. Agency agrees to provide a loan to Owner in the principal amount of Three Hundred Fifty Thousand Dollars ($350,000} (the "Laan") upon the terms and conditions and for the purposes set forth in this Agreement. The Loan shall. be evidenced by a Secured Promissory Note in the amount of the Laan (the "Nate") dated as of the date of closing (the "Closing Date") and executed by Owner substantially in the form attached hereto as Exhibit E. The Note shall be secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") executed by Owner as Trustor for the benefit of Agency substantially in the form attached hereto as Exhibit F. 4.2 Interest Rate; Payment Dates; Maturity Date. Interest shall accrue on the outstanding principal balance of this Note at the rate of four percent (4%} simple interest per annum, commencing upon January 1, 2010. Interest shall be calc>_ilated on the basis of a year of 365 days, and charged for the actual number of days elapsed. No interest shall accrue prior to January 1, 2010. Monthly payments shall be due and payable in accordance with the terms set forth in the Note. Commencing upon January 1, 2010 (the "First Payment Date"), and on the first (1St) day of each calendar month thereafter, Harrower shall make monthly payments of combined principal and interest until the entire indebtedness evidenced hereby is fully paid, except that alI remaining indebtedness, if not sooner paid, shall be due and payable upon the Maturity Date (defined below).The entire outstanding principal balance of the Loan together with accrued interest and ail other sums due under the Agency Documents shall be payable in full on the twentieth (20t1i) anniversary of the Effective Date. Notwithstandingtbe foregoing, the Agency shall have the right to accelerate the maturity date and declare all sums payable under the Note immediately due and payable upon the occurrence of an Event of Default, including without limitation, Owner's failure to commence or complete construction of the Project within the times periods specified in Section 3.8. 4.3 Secuz-i As security for repayment of the Nate, Owner shall execute the Deed of Trust in favor of Agency as beneficiary pursuant to which Agency shall be provided a lien against Owner's interest in the Property and the Improvements. The Deed of Trust shall be dated as of the Closing Date, shall be substantially in the form attached hereto as Exlubit F, and shall be recorded in file Official Records on the Closing Date. The Deed of Trust may be subordinated only to the Permitted Exceptions and such liens and encumbrances as Agency shall approve in writing. 4.4 Use and Disbursement of Proceeds. Owner shall use the proceeds of the Loan (the "Loan Proceeds") solely and exclusively to pay for costs billed to Owner by third parties in connection with the design and construction of the Project and such other costs related to the Project as Agency may approve in writing. Provided that Owner has complied with all conditions precedent to disbursement of the Loan set forth in Section 4.5 and has provided Agency with a written requisition specifying the amount and use of the requested Laan Proceeds, accompanied by copies of evidence of payment of bills and invoices from third parties and such 1195786-I 12 oilier documentation as Agency may reasonably require, the initial disbursement of Loan Proceeds shall be disbursed to Owner. Subsequent disbursements shall be made no mare than once per calendar month, upon Agency's receipt of written requisitions and supporting documentation. 4.5 Conditions to Disbursement of Loan Proceeds. Agency's obligation to fund the Loan and disburse the Loan Proceeds is conditioned upon the satisfaction (or Agency's waiver} of all of the following conditions: (i) Owner's execution and delivery to Agency of this Agreement, the Note, the Deed of Trust, and the Memorandum. Records. (ii) Recordation of the Memorandum and the Deed of Trust in the Official (iii) The issuance by an insurer satisfactory to Agency of an A.L.T.A. lender's policy of title insurance ("Title Policy"} for the benefit of Agency in the amount of the Loan, insuring that the lien of the Deed of Trust is subject only to exceptions number through identified in that certain Preliminary Report (Order No. )issued by Amerinational Title Company and dated , 2x04 (provided that taxes and assessments axe p-aid current as of the closing date), and such other defects, liens, conditions, encumbrances, restrictions, easements and exceptions as Agency may approve in writing (collectively, the "Permitted Exceptions") and containing such endorsements as Agency may reasonably require, with the cost of such Title Policy to be paid by Owner. The cast of the Title Policy shall be paid by Owner. (iv} Owner's delivery to Agency of each ofthe following: (i) certificate of good standing, certified by the Secretary of State indicating that Owner is properly organized and authorized to do business in the State of California, (ii) a certified resolution indicating that Owner has authorized tlvs transaction and that the persons executing the Agency Documents on behalf of Owner have been duly authorized to do so, and (iii) certified copy of Uwner's articles of incorporation and bylaws. insurance coverage in accordance with the requirements set forth in Article X. (vi) Owner's delivery to Agency of evidence reasonable satisfactory to Agency that there are no mechanics' liens or stop notices related to the Property ar the Project, and Owner's provision to Agency of full waivers ar releases of lien clams if required by Agency. (vii) No material adverse change as determined by Agency in its reasonable judgment shall have occurred in the condition of the Property or in the financial or other condition of Owner since the date of this Agreement. I t 95786-1 13 (viii) Owner's delivery to Agency of evidence satisfactory to Agency that Owner has obtained all necessary entitlements, permits {including without limitation building permits), licenses, and approvals required to develop the Project, or that the receipt of such pernuts is subject only to such conditions as Agency shall reasonably approve. (ix) Owner's delivery to Agency and Agency approval of (i) performance bonds or other assurance of completion reasonably acceptable to Agency pursuant to the requirements set forth in Section 3.21; and (iii} construction schedule for the Project. (x} Agency approval of the Project budget and Financing Plan. {xi) All other sources of financing for the Project shall have closed or shall eiase concurrently wit11 Agency's initial disbursement of Loan Proceeds, and Owner shall have delivered to Agency evidence reasonably satisfactory to Agency that Owner has secured binding financing commitments far all Project costs. {xii) Agency's receipt of a written requisition from Owner specifying the amount and use of the requested funds, accompanied by copies of third-party invoices, evidence of Owner's payment for services rendered in connection with the Project, and such other documentation as Agency shall reasonably require. 4.6 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the Agency shall have no obligation to disburse or authorize the disbursement of any portion of the Loan Proceeds following: (i) the failure of any of Owner's representations and warranties made in this Agreement or in connection with the Loan to be true and correct in alI material respects; (11) the termination ofthis Agreement by mutual agreement of the Parties; (iii) Transfer of the Property or Improvements without Agency consent pursuant to Section 4.7; (iv} the occurrence of an Event of Default under any Agency Document which remains uncured beyond any applicable cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constihrte an Event of Default under any Agency Document.... . 4.7 Prepayment: Acceleration; Limitations an Assignment. {a) Prepayment. Owner shall have the right to prepay the Loan at any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. In no event shall any amount due under the Note become subject to any rights of offset, deduction or counterclaim on the part of Owner. 1145786-I 14 (b) Due On Sale or Encumbrance. Unless Agency agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon the Transfer absent the prior written consent of Agency of all or any part of or interest in the Property or Improvements except as otherwise permitted pursuant to this Agreement. "Transfer" shall include any assignment, hypothecation, mortgage, pledge, encumbrance or conveyance of the Property or the Improvements, other than a lease of the Improvements or part thereof entered into in the ordinary course of business. (c} Limitations on Assignment. Owner and its principals have represented that they possess the necessary expertise, skill and ability to carry out the Project pursuant to this Agreement. The qualifications, experience, financial capacity and expertise of Owner and its principals are of particular concern to Agency. It is because of these qualifications, experience, financial capacity and expertise that the Agency has entered into this Agreement with Owner. No voluntary or involuntary successor, assignee or transferee of Owner shall acquire any rights under this Agreement absent the advance written consent of Agency, and Agency shall have no obligation to make disbursements of Loan Proceeds in the event of a Transfer absent such written consent. ARTICLE V USE OF THE PROPERTY S.l Use. Owner covenants and agrees for itself and its successors and assigns that the Property shall be used far a retail establislux~ent in compliance with all applicable City zoning and use restrictions. 5.2 Maintenance. Owner shall at its own expense, maintain the Property, the Improvements and related landscaping and common areas in good physical condition, in good repair, and in decent, safe, sanitary, liabitable and tenantable living conditions in conformity with all applicable state, federal, and local Laws, ordinances, codes, and regulations. Without limiting the foregoing, Owner agrees to maintain the Project and the Property (including without limitation, the residential units, common areas, landscaping, driveways, parlung areas, and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property or at the Project. Owner shall prevent andlor rectify any physical deterioration of the Property and the Project and shall make all repairs? renewals aril replacements necessary fia keep the Property and the improvements located thereon in good condition and repair. Owner shall provide adequate security services for occupants of the Project. 5.3 Taxes and Assessments. Owner shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, witl~l~olding, sales, and other taxes assessed against the Property and payable by Owner, at such times and in such manner as to prevent any penalty from accruing, or any Lien or charge from attaching to the Property; provided, however, that Owner shall have the right to contest zn good faith, any such taxes, assessments, or charges. In the event the Owner exercises its right to contest any tax, assessment, or charge, the Owner, on final determination of the proceeding or contest, shall i ~9s~as-~ 1 S immediately pay or discharge any decision ar judgment rendered against it, together with all costs, charges and interest. 5.4 Obli at~g, ion to Refrain from Discrin~inatian. Owner shall not resfirict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Owner covenants for itself and all persons claiming under or through if, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision {m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Owner or any person claiming under or through Owner establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or v~ndees in, of, or for the Property or part thereof. Owner shall include such provision in ali deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith. All deeds, leases or contracts made ar entered into by Owner, its successors or assigns, as to any portion of the Property or the Improvements shall contain the fallowing language: (a} In Deeds, the following language shall appear: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a} or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision {m} and paragraph {1) of subdivision (p} of Section 12955, and Section 12955.2 of the Government Code, in the sale, Iease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee ar any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, ,sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. "(2} Notwithstanding paragraph {I), with respect to familial status, paragraph {1) shall nofi be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, S1.I4, 51.11 and 799.5 of the Civil Cade, relating to housing far senior citizens. Subdivision {d} of Section 5 i and Section 136Q of the Civil Code and subdivisions {n}, {o), and {p} of Section 12955 of the Government Code shall apply to paragraph {1)." 1195786-1 1( (b) In Leases, the following language shall appear: "(1}The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns, and aII persons claiming under the Lessee or through the lessee, that this Lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, ar vendees in the property herein leased. "(2} Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." (c} In Contracts, the following language shall appear: "There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d} of Section 12955 of the Government Code, as those bases are defined in Sections 12925, 1292b.1, subdivision (m) and paragraph (1) of subdivision (p} of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land." .......ARTICLE VI [Reserved.] ARTICLE VII [Reserved.] 119578fi-1 17 ARTICLE VIII ENVIRONMENTAL MATTERS 8.1 No Agency Liability; Owner's Covenants. Neither Agency nor City shall be responsible for the cast of any soil, groundwater or other environmental remediation or other response activities far any Hazardous Materials existing or occurring on the Property or any portion thereof, and Owner shall be solely responsible for all actions and costs associated with any such activities required for the development of the Project, the Property, or any portion thereof. Upon receipt of any notice regarding the presence, release or discharge of Hazardous Materials in, on or under the Property, ar any portion thereof, Owner (as long as Owner owns the property which is the subject of such notice} agrees to timely initiate and diligently pursue and complete all appropriate response, remediation and removal actions for the presence, release or discharge of such Hazardous Materials within such deadlines as specified by applicable Environmental Laws. Owner hereby covenants and agrees that: (i) Owner shall not knowingly permit the Project or the Property or any portion of either to be a site for the use, generation, treatment, manufacture, storage, disposal ar transportation of Hazardous Materials or otherwise knowingly pernlit the presence or release of Hazardous Materials in, on, under, about or from the Project or the Property with the exception of cleaning supplies and other materials customarily used in construction, operation ar maintenance of residential property and any commercial uses developed as part of the Project, and used, stored and disposed of in compliance with Hazardous Materials Laws, and (ii) Owner shall keep and maintain the Project and the Property and each portion thereof in compliance with, and shall net cause ar permit the Project or the Property or any portion of either to be in violation of, any Hazardous Materials Laws. 8.2 Environmental Indemnification. Owner shall indemnify, defend (with counsel approved by Agency} and hold the Indemnitees harmless from and against any and all Claims including without limitation any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement or remediation of Hazardous Materials and administrative, enforcement or judicial proceedings resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal or the alleged presence, release, discharge, storage or disposal of any Hazardous Materials an, under, in or about, or the transportation of any such Hazardous Materials to or _..... from, the Property, or (ii} the failure of Owner, Owner's employees, agents, contractors, subcontractors, or any person acting on behalf of any of the foregoing to comply with Hazardous Materials Laws or the covenants set forth in Section 8.1. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Property ar affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whetl~.er any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. The provisions afthis Section 8.2 shall survive the issuance of a Certificate of Completion for the Project and the expiration ar earlier termination of this Agreement. 1195786-1 I $ 8?.1 No Limitation. Owner hereby acla~owledges and agrees that Owner's duties, obligations and liabilities under this Agreement, including, without limitation, under Section 8.2 above, are in no way limited or otherwise affected by any information the Agency or the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Materials, whether the Agency or the City obtained such information from the Owner or from its own investigations. It is further agreed that Agency and City do not and shall not waive any rights against Owner that they may have by reason of this indemaity and hold harmless agreement because of the acceptance by Agency, or the deposit with Agency by Owner, of any of the insurance policies described in this Agreement. 8.3 Hazardous Materials. As used herein, the term "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state ar local governmental authority, and includes without limitation (i} petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii} asbestos and any material containing asbestos; (iii} any substance, material or waste regulated by or listed (directly or by reference} as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in ar pursuant to, or similarly identified as hazardous to human health ar the environment in ar pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 8601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Aix Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Acfi [California Health and Safety Code Section 2S 100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and filie Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such ar regulated by any "Superfund" or "Superlien" law, or any Environmental Law; ar (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. 8.4 Environmental Laws. As used herein, the term "Environmeafal Laws" means all federal, state or Local statutes, ordinances, rules, regula#ians, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i} pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above} or other products, raw materials, chemicals or other substances; (iii} protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, Handling, storage and disposal; or (iv} the use, release or 1145786-1 1 g disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not Iinuted to the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section S 101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 252$0, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as each of the foregoing now exist or are hereafter amended, together with any regulations promulgated thereunder. ARTICLE IX DEFAULTS, REMEDIES AND TERMINATION 9.1 Event of Default. The following events shall constitute an event of default on the part of Owner ("Event of Default"): {a) Owner fails to commence or complete construction of the Project within the times set forth in Section 3.$, or subject to force majeure, abandons or suspends construction of the Project prior to completion far a period of sixty {60} days or more; (b} Owner fails to pay when due the principal and interest (if any} payable under the Note and such failure continues far ten { 10} days after Agency notifies Owner thereof in writing; (c} [Reserved.] (d} Owner fails to maintain insurance on the Property and the Project as required pursuant to this Agreement, and Owner fails to cure such default within ten (10) days; _ _ _ _.. . _~ ._... (e} .-- ~ -Subject to-Owner's-right-to-contest-the following charges-pursuant-to ..-... . _ _ . Section 5.3 if Owner fails to pay prior to delinquency taxes or assessments due on the Property ar the Project or fails to pay when due any other charge that may result in a lien on the Property or the Project, and Owner fails to cure such default within thirty (30) days of date of delinquency, but in all events upon the imposition of any such tax or other lien; (f} A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan; 1195786-I ?~ (g} Any representation or warranty contained in this Agreement ar in any application, financial statement, certificate or report submitted to the Agency or the City in connection with this Agreement ar Owner's request far the Loan proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the Agency or the City; {h} If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Owner or any general partner thereof {i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Owner or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Owner or any general partner thereof; (iv} makes an assignment far the benefit of its creditors; or (v} admits in writing its inability to pay its debts as they become due; {i) A court of competent jurisdiction shall have made ar entered any decree or order (1) adjudging the Owner to be bankrupt or insolvent, (2) approving as properly fled a petition seeking reorganization of the Owner or seeking any arrangement for Owner under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Owner in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Owner; (j} Owner shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage Loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (GO} days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution; (k) The Owner slxall have voluntarily suspended its business or Owner shall have been dissolved or terminated; {l) An event of default arises under any Agency Document and remains uncured beyond any applicable cure period; or ........._... . ~~ (m) ~~~~ ~~~~ Owner defaults~in the performance a any term, pravis~on, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 9.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (3 d) days in the event of a nonmonetary default after the date upon which Agency shall have given written notice of the default to Owner; '~, provided however, if the default is of a nature that it cannot be cured within thirty (30} days, a Owner Event of Default shall not arise hereunder if Owner commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion and in no event later than ninety (90} days after receipt of notice of the default. 119786-! ~ 1 9.2 Agency Default. An event of default on the part of Agency ("Event of Agency Default") shall arise hereunder if Agency fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of thirty (3Q) days after written notice thereof from Owner to Agency, or in the case of a default which cannot with due diligence be cured within tllii-ty (30) days, Agency fails to commence to cure the default within thirty (3 Q} days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion. 9.3 Agency's Remedies and Rights Upon an Event of Owner Default. Upon the occurrence of an Event of Default and the expiration of any applicable cure period, Agency shall have all remedies available to it under this Agreement or under law or equity, including, but not limited to the following, and Agency may, at its election, without notice to or demand upon Owner, except for notices or demands required by law or expressly required pursuant to the Agency Documents, exercise one or more of the following remedies: (a) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable; (b) Seelc specific performance to enforce the terms of the Agency Documents; (c) Foreclose on the Property pursuant to the Deed of Trust; (d} Pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the Agency Documents and Agency's rights thereunder. 9.4 Owner's Remedies Upon an Event of Agency Default. Upon the occurrence of an Agency Event of Default, in addition to pursuing any other remedy allowed at law or in equity or otherwise provided in this Agreement, Owner may bring an action far equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose of this Agreement, and may pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the Agency Documents and Owner's rights tlereunder. 9.5 Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall nbt preclude the exercise by it, at the same or different time, of any other riglrts or remedies for the same or any other default by the other Party. Notwithstanding anything to the contrary set forth herein, a Party's right to recover damages in the event of a default shall-be limited to actual damages and shall exclude consequential damages. 9.6 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default. ! 195786-I 2~ ARTICLE X INDEMNITY AND INSURANCE, 10.1 Indemnity. Owner shall indemnify, defend {with counsel approved by Agency} and hold Indemnitees harmless from and against any and all Claims, including without limitation, Claims arising directly or indirectly, in whole or in part, as a result of or in connection with Owner's or Owner's contractors, subcontractors, agents or employees development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or otherwise arising out of or in connect7on with Owner's performance under this Agreement. Owner's indemnification obligations under this Section 10.1 shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 10.1 shall survive the issuance of a Certificate of Completion for the Project and the expiration or earlier termination oftlus Agreement. It is further agreed that Agency and City do not and shall not waive any rights against Owner that they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or the deposit with Agency by Owner, of any of the insurance policies described in this Agreement. 10.2 Liability and Workers Compensation Insurance. (a) Owner and all contractors working on behalf of Owner on the Project shall maintain a commercial general liability policy in the amount of One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000} annual aggregate, together with Three Million Dollars ($3,000,000) excess liability coverage, or such other policy limits as Agency may require in its reasonable discretion, including coverage for bodily injury, properly damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds. (b} Owner and all contractors working on behalf of Owner shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles and shall furnish or cause to be furnished to Agency evidence satisfactory to Agency that Owner and any contractor with whom Owner has contracted for the performance of work on the Property or otherwise pursuant to this Agreement caries workers' compensation insurance as required by law. Automobile liability policies shall name the Indemnifiees as additional insureds. (c) Upon commencement of construction work and continuing until issuance of a Certificate of Completion, Owner and all contractors working on behalf of Owner shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cast basis naming Agency as loss payee. (d) Owner shall maintain property insurance covering all risks of loss {other than earthquake}, including flood (if required} for 100°/n of the replacement value of the Project with deductible, if any, in an amount acceptable to Agency, naming Agency as loss payee. (e) Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current 1195786-1 23 A.M. Best's rating of no less than A: VII. The Commercial General Liability and comprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds. Builder's Rislc and property insurance shall name Agency and City as loss payees as their interests may appear. (f} Prior to commencement of construction work, Owner shall furnish Agency with certificates of insurance in form acceptable to Agency evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status, The certificates shall contain a statement of obligation on the part of the carrier to notify City and Agency of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such nYaterial adverse change, cancellation, termination ornon-renewal. (g) If any insurance policy or coverage required hereunder is canceled or reduced, Owner sha11, within fifteen (1 S) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Agency and City a certif cafe showing that the required insurance has been reinstated or provided tliraugh another insurance company ar companies. Upon failure to so file such certificate, Agency or City may, without further notice and at its option, procure such insurance coverage at Owner's expense, and Owner shall promptly reimburse Agency or City for such expense upon receipt of billing from Agency or City. (h) Coverage provided by Owner shall be primary insurance and shall not be contributing. with any insurance, or self-insurance maintained by Agency or City, and the policies shall so provide. Tlie insurance policies shall contain a waiver of subrogation for the benefit of the City and Agency. Owner shall furnish the required certificates and endorsements to Agency prior to the commencement of construction of the Project, and shall provide Agency with certified copies of the required insurance policies upon request of Agency. ARTICLE XI MISCELLANEOUS PROVISIONS 11.1 No Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or other compensation with respect to the transactions contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement. 11.2 Enforced Delay; Extension of Times of Performance. Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specif ed in this Agreement shall be extended where delays are due ta: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Party, acts or failures to act of the City or any other public or 1195786-I 74 governmental agency or entity (other than the acts or failures to act of Agency which shall not excuse performance by Agency}, ar any other cause beyond the affected Party's reasonable control. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30} days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten {10} days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension oftime pursuant to this Section. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Owner and Agency (acting in the discretion of its Executive Director unless he ar she determines in his or her discretion to refer such matter to the governing board ofthe Agency). Agency and Owner acknowledge that adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete tl~e work of Improvements shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes and/or f nancial inability, whether or not foreseeable as of the Effective Date. 11.3 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i} personal delivery, in which case notice is effective upon delivery; (ii} certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; {iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that {a} a duplicate copy of the notice is promptly delivered by f~xst- class or certified mail or by overnight delivery, ar {b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given.by facsimile sha11 be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or an a nonbusiness day. Agency: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: Norma Fragoso, Redevelopment Manager Facsimile: 650-829-6623 1 I9~786- I 2 S D~vner: Jean Eric, LLC. 363 Grand Avenue South San Francisco, CA 94080 Attention: Don Edwards or Rich Walker, Co-Owners Facsimile: 650-588-5978 11.4 Attorneys' Fees. if either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without 1unitation, court costs and reasonable attorneys' fees and disbursements. 11.5 Waivers; Modification.- No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the Party granting the extension. This Agreement may be amended or modif ed only by a written instrument executed by the Parties. 11.6 Binding_on Successors. Subject to the limitations set forth in Section 4.7, this Agreement shall bind and inL~re to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquixed an interest in compliance with this Agreement or under law. 1 I.7 Survival. AlI representations made by Owner hereunder and Owner's obligations pursuant to Sections 3 3 3.14, 3.17.3.18. 8.2, 10.1, 11.1, and_l l.1.8 shall survive the expiration or termination of this Agreement and the issuance and recordation of a Certif cate of Completion. 11.8 Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if bath Parties had prepared it. 11.9 Action or Approval. Whenever action and/or approval by Agency is required under this Agreement, Agency's Executive Director or his ar her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the Executive Director determines in lus or her discretion that such action or approval requires referral to Agency's Board for consideration. z ~4s7s~-~ 26 11.1Q Entire Agreement. This Agreement, including Exhibits A through F attached hereto and incorporated herein by this reference, together with the other Agency Documents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written ar oral agreements, understandings, representations ar statements between the Parties with respect to tl~e subject matter hereof 11.11 Counterparts. Tlus Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. 11.12 Seyerability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 11.13 No Third Party Benef ciaries. Nothing contained in this Agreement is intended to ar shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 11.14 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 11.15 Non-Liabiiit~of Officials. Employees and A eg nts• No ofFicer, official, employee or agent of Agency or City shall be personally liable to Owner or its successors in interest in the event of any default or breach by Agency ar for any amount which may become due to Owner or its successors in interest pursuant to this Agreement, 11.16 Time of the Essence• Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otl2erwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period sa computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a "business day" means a day that is not a Saturday, Sunday, a federal holiday ar a state holiday under the laws of California. 11.17 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of San Mateo County, California ar in the Federal District Court far the Northern District of California. >>~s~s6-~ 27 11.1 S General Indemnification. Owner shall indemnify, defend (with counsel approved by Agency} and hold harmless Indemnitees from all Claims (including without limitation, reasonable attorneys' fees) arising in connection with any claim, action or proceeding to attack, set aside, void, or annul any approval by the City or the Agency or any of its agencies, departments, commissions, agents, officers, employees or legislative body concerning the Project or this Agreement. The Agency will promptly notify Owner of any such claim, action or proceeding, and will cooperate fully in the defense. The Agency and City may, within the unlimited discretion of each, participate in the defense of any such claim, action or proceeding, and if the Agency or City chooses to do so, Owner shall reimburse Agency and City for reasonable attorneys' fees and expenses incurred. SIGNATURES ON FOLLOWING PAGE. 2195786-1 2g IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of fine date first written above. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, A PUBLIC BODY CORPORATE AND POLITIC By: Name: Barry M. Nagel Title: Executive Duector ATTEST: By: APPROVED AS TO FORM: By: OWNER Agency Counsel Jean Eric, LLC., A CALIFORNIA Corporation. By: Its: By: Its: Agency Secretary 1 I 9578b-1 ~ Exhibit A LEGAL DESCRIPTION OF PROPERTY Exhibit B FINANCING PLAN Exhibit C FORM OF MEMORANDUM OF OWNER PARTICIPATION AGREEMENT Exhibit D FORM OF CERTIFICATE OF COMPLETION Exhibit E FORM OF PROMISSORY NOTE Exhibit F FORM OF DEED OF TRUST ~ i~s~s~-i 30 Property Assessment CURRENT TNF~RMATIUN ~L' ~f _ ,[I ~ ~ Property Use Details STORE & RESIDENCE (13) Land Area (sq. ft.): 7000 Year Buitt: O Gross Bldg Area {sq. ft.): 10000 EX~I~3IT A Summary of Property detaiis APN: 012313060 Owner 1: Jean Erl[ LI[ Owner 2• Care Of• Owner Address: 363 Grand Ave Sites Address: ~ Legal Description: D•fstrict: Neighborhood• Secured Assessment Roll: 2008--1 Assesses details Assessment Va Owner 1: JEAN ERIC LLC Land: Temp Land: Owner 2: Roat• Min/Mineral: Improvements Care Of• {Structure): Temp Improvements (Structure}: Owner Address: 363 GRAND AVE 50 SAN FRANCISCO, CA Fixtures: 94080-3606 Total Gross: Tota) Temp: Exemption -Home Document Number: 2002137382 Owner: Current Jeri: Supervisorial: Congressional: Assembly: Senatorial: Election Precinct: City Name: ; Zip Code• Mitigation Fee Area: Exemption -Other: NetAssessed•!, Page 1 of 1 So San Francisco CA 94080--3506 353 Grand Ave South San Francisco LOT 18 BLOCK 124 SOUTH SAN FRANCISCO PLAT i RSM B/6 5 013 lees Assessment Detaiis $463,106 Assessment Type: Annua! Temp Cade: $620,785 Notice Date: 02/28/2008 Change #: TRA: 013054 $1,083,89! PUC: 13 PUC Description; Store & Residence $1,083,891 :dictions Current Tax Rate Area #013054 1 GENERAL TAX RATE GENERAL COUNTY TAX COUNTY DE6T SERVICES 12 CITY OF 5QUTH 5AN FRANCISCO SOUTH SAN FRANCISCO DEBT SSF DOWNTOWN/CENTRAL iy SERVI REDEVELOP 8 SO SAN FRAN UNIFIED GENL SSF UNIFIED 1997 SERA SSF UNIFIED SER 1999 PUR ~ 1814 50 SAN FRAN UNIF SER 99B SO SAN FRAN UNIF.2006 SM JR COLLEGE GEN PUR REFUNDIN 50LITH SA N 5M JR COLLEGE BD 2002 SM ]R COLL BOND SER 2005 B SM JR COLL BOND 2D01 SER C FRANCISCO SM JR COLL 80ND 2006 SERA SAN MATEO COMM LOLL 2045 COLMA CR FLOOD CONTROL ZONE SER B 94080 COLMA CR FLOOD CDNT SU8 ZN BAY AREA AIR QUALITY COUNTY HAR80R DISTRICT None 3 MANAGEMEN Assigned COUNTY EDUCATION TAX ~lt~:~~g15.CO.sanmateo.Ca..llSlWeCiITCIaDD~1Cat10I1sIa~17 Pt'infR~viPwMan acr,7Rn11VPa,-Ofll1Q.. ~/cl~nnn EX~iIBIT C Recording Requested by and when Recorded, return to: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94050 Aftn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 R, {SFACEABOVETHIS LINE RESERVED FOR RECORDER'S USE) MEMORANDUM OF 01NNER PARTICIPATION AND LOAN AGREEMENT This Memorandum of Owner Participation and Loan Agreement (this "Memorandum") dated as of , 2009, is entered into by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Agency") and Jean Eric, LLC., a California Corporation ("Owner"}. Agency and Owner are hereinafter collectively referred to as the "Parties." 1. Consistent with California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) and the Redevelopment Plan for the Downtown/Central Redevelopment Project Area ("Project Area"}, the Parties have entered into that certain Owner Participation and Loan Agreement dated as of the date hereof (the "OPA"}, pursuant to which Owner has agreed to undertake certain improvements to the real property (the "Property"} located within the Project Area and more particularly described in Exhibit A attached hereto and incorporated herein by this reference. 2. Among other conditions, the OPA provides that Owner will maintain the Property for use as a retail establishment in compliance with all applicable zoning and use restrictions, and shall refrain from discrimination in the use, occupancy and conveyance of the Property. 3. The Parties have executed and recorded this instrument to give notice of the OPA, and the respective rights of the Parties thereunder. Copies of the unrecorded OPA are available at the offices of the Agency, 4D0 Grand Avenue, South San Francisco, California, and such document is incorporated by reference in its entirety in this Memorandum. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the OPA. In the event of any inconsistency between this Memorandum and the OPA, the OPA shall control. 4. This Memorandum shat! be interpreted and enforced in accordance with California law without regard to principles of conflict of laws. This Memorandum may be executed in counterparts. 5. The OPA shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. izois4z-i IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the date first set forth above. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, A PUBLIC BODY CORPORATE AND POLITIC By: Name: Title: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel OWNER Jean Eric, LLC. a California Corporation By: Print Name: Title: By: Print Name: Title: SIGNATURES MUST 8E NOTARIZED. l20I592-1 2 Property Assessment CURRENT INFO JRMATION ~~1 .,r. A~ f ~w., ~::~% L ~: .j ~ f `. A V~ ~ Property Use Detaiis STORE & RESIDENCE (13) Land Area (sq. ft.}: 7D00 Year Built• 0 Gross Bldg Area (sq, ft.): 10000 Secured Assessment Roll: 20U8-1 Assessee Details Page 1 of 1 E~BIT A Summary of Property Details APN: 012313060 Owner 1: Jean Erlc Llc Owner z: Care Of• Owner Address: 363 Grand Ave Situs Address: Legal Description; ~ District• Neighborhaod• Sa San Franclsco CA 94480--3606 363 Grand Ave South San Franclsco LOT 18 BLOCK 124 SDUTH SAN FRANCISCO PLAT 1 RSM B/6 5 013 Assessment Values Assessment Details Owner 1: JEAN ERIC LLC Owner 2: Care Of• Owner Address: 363 GRAND AVE SO 5AN FRANCISCO, CA 94080-3606 Document Number: 2002137382 Land: $463,106 Assessment Type: Annual Temp Land• Raat: Temp Code: Min/Mineral• Improvements $620,785 Notice Date: 02/28/2008 (Structure): Temp improvements Change #: (Structure}: Fixtures: TRA: 013054 Tatal Gross: $1,083,891 Total Temp: PUC• 13 Exemption -Home Owner: PUC Description: Store & Exemption -Other: Residence Net Assessed: $1,083,891 Current Jurisdictions Current Tax Rate Area #013054 Supervisorial: 1 GENERAL TAX RATE GENERAL COUNTY TAX COUNTY DEBT SERVICES Congressionah 12 CITY OF SOUTH SAN FRANCISCO SOUTH SAN FRANCISCO Di:BT SSF DOWNTOWN/CENTRAL Assembly: 19 SERVI REDEVELOP Senatorial: 8 SO SAN FRAM UNIFIED GENL . 55F UNIFIED 1997 5ER A SSF UNIFIED SER 1999 PUR Election 1824 Precinct• SO SAN FRAN UNIF 5ER 998 50 SAN FRAN UNIF.2D06 SM JR COLLEGE 6EN PUR REFUNDIN City Name: SOUTH 5M JR COLLEGE BD 2002 SM ]R LOLL BOND SER 2005 B 5M JR COLL BOND 20D1 SER C SAN FRANCISCO SM 3R CDLL BOND 2006 SERA 5AN MATED COMM COLL 2045 COLMA CR FLODD CONTROL ZONE 5ER B Zip Code: 94080 COLMA CR FLOOD CONT SUB ZN eAY AREA AIR QUALITY COUNTY HARBOR DISTRICT Mitigation Fee None 3 MANAGEMEN Area: Assigned COUNTY EDUCATION TAX httn://i?is.co.sanmate0.ca.uslwecare/annlicati~n~/inn PrintR~v;~«,M~n a~„~Rr,ltvPa,;~nnQ_ Z~s~~nnn STATE OF CALIFORNIA } } COUNTY OF SAN MATEO) On , 20_, before me, , (here insert name and title of the officer}, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies}, and that by hislher/their signatures} on the instrument the person(s), or the entity upon behalf of which the persons} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) STATE OF CALIFORNIA ) COUNTY OF SAN MATED) On , 20_, before me, , (here insert name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the persons} whose name(s) 'ss/are subscribed to the within instrument and acknowledged to me that helshelthey executed the same in his/herltheir authorized capacity(ies}, and that by hislher/their signatures} on the instrument the persons}, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 1201592-I EXHIBIT D Recording requested by and when recorded mail to: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Executive Director EXEMPT FROM RECORDING FEES PER C~aVERNMENT CODE §§6103, 27363 ace above this line for ftecarder's use. CERTIFICATE OF COMPLETION This Certificate of Completion {this "Certificate"} is made by the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Agency"} effective as of , 2009. RECITALS A. Agency and Jean Eric, LLC., a California Corporation {"Owner") entered into that certain Owner Participation and Loan Agreement (the "OPA") dated as of 2009 concerning the rehabilitation of certain real property located in the City of South San Francisco, California and more particularly described in Exhibit A attached hereto (the "Property"}. A Memorandum of the OPA was recorded in the Offcial Records of San Mateo County {"Official Records") as Instrument No. ,Book ,Page .Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the OPA. B. Pursuant to Section 3.') 5 of the OPA, the Agency is required to furnish the Owner or its successors with a Certificate of Completion upon completion of rehabilitation of the Property in accordance with the OPA. C. The Agency has determined that the rehabi}itation of the Property has been satisfactorily completed in accordance with the OPA. NOVA, THEREFORE, Agency hereby certifies as follows: 7. Rehabilitation of the Property has been satisfactorily completed in conformance with the OPA. 2. All use, maintenance and nondiscrimination covenants contained in the OPA shall remain in effect and enforceable in accordance with the OPA. This Certificate does not constitute evidence of Owner's compliance with those covenants in the OPA that survive the issuance of this Certificate. 3. This Certificate does not constitute evidence of compliance with or satisfaction of any obligation of Owner to any holder of a deed of trust securing money Izols~s-I loaned to finance the Improvements or any part thereof and does not constitute a notice of completion under California Civil Cade Section 3093. 4. Nothing contained in this instrument shall modify any provisions of the OPA or any other document executed in connection therewith. IN WITNESS WHEREOF, Agency has executed and issued this Certificate of Completion as of the date first written above. REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO gy: FORlIl DO NOT SIGN Name: ATTEST: Executive Director By: FORM- DO NO7'sIGN Agency Secretary APPROVED AS TO FORM: gy; __ FORM-DO NOT SIGN Agency Counsel SIGNATURES MUST BF NOTARIZED. ~zaisg]-i 2 Property Assessment CURRENT IN~URMATItJN s;f:':. :--~,. .:. ~~ ~ Property Use Details STORE & RESIDENCE (13) Land Area (sq. ft.): TODD Year Built• D Gross Bldg Area (sq. ft.): 10000 Secured Assessment Rol[: 2008-1 Assessee Details EXHIBIT A Summary of Property Details APN: 012313050 Owner 3: Jean Eric Llc Owner 2: Care Of' Owner Address; 363 Grand Ave Situs Address: Legal Description: District: Neighborhood: Page 1 of 1 So San Francisco CA 94080--350b 363 Grand Ave South San Francisco LOT 18 $LOCK 124 SOUTH SAN FRANCISCO PLA71 izsM B/5 5 013 Assessment Values Assessment Details Owner 1: JEAN ERIC LLC ~ Land: X463,106 AssessmentType; Temp Land: Root; Temp Code• Owner 2: MinJMineral• Improvements $620,785 Notice Date: Care Of• {Structure): Temp Improvements Change #: (Structure): Owner Address: 363 GRAND AVE 50 SAN FRANCISCO, CA Fixtures: TRA: 9408D-3506 Total Gross: $1,083,891 Total Temp: PUC: Exemption -Home i Document Number: 2002137382 Owner: PUC Description: ', Exemption -Other: Net Assessed: $1,083.891 Annual az/zs/zDDe 013054 13 Store & Residence Current Jurisdictions Current Tax Rate Area #013054 Supervisoriah 1 GENERAL TAX RATE GENERAL COUNTY TAX COUNTY DENT SERVICES Congressional: 12 C!'iY OF SOUTH SAN FRANCISCO SOUTH SAN FRANCISCO DEBT 5SF DOWNTOWN/CENTRAL pssemb)y: 19 SERVI REDEVELOP Senatorial: 8 SO 5AN FRAN UNIFIED GENL 5SF UNTFIT_D 1997 SERA 5SF UNIFIED SER 1499 PUR Election Precinct: 1814 SD SAN FRAN UNIF SER 99B SO SAN FRAN UNIF.2D06 5M JR COLLEGE GEN PUR REFUNDIN City Name: SOUTH SM JR COLLEGE BD 2002 SM JR CDLL BOND SER 2005 B 5M JR CDLL BOND 2D01 SER C SAN FRANCI5C0 SM JR CDLL BOND z006 SERA SAN MATED COMM CDLL 20D5 COLMA CR FLOOD CONTROL ZONE SER B Ztp Code: 94D80 COLMA CR FLOOD CONT 5UB ZN BAY AREA AIR QUALITY COUNTY HARBOR DISTRICT Mitigation Fee None 3 MANAGEMEN Area: Assigned COUNTY EDUCATION TAX http://gis.co.sanmateo.ca.uslwecarelapplications/app_PrintReviewMap.asp?RollYear=2008-... 3/S/~OQ9 EXHIBIT E SECURED PRON[ISSORY NOTE $350,000 South San Francisco, California 2009 FOR VALUE RECEIVED, Jean Eric, LLC., a California Corporation ("Borrower") promises to pay to the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic ("Agency"}, in lawful money of the United States of America, the principal sum of Three Hundred Fifty Thousand Dollars ($350,000), or so much thereof as may be advanced by Agency pursuant to the Owner Participation and Loan Agreement referred to below, together with interest on the outstanding principal balance in accordance with the terms and conditions described herein. This Secured Promissory Note (this "Note") has been executed and delivered pursuant to an Owner Participation and Loan Agreement dated as of the date hereof by and between Borrower and Agency (the "Loan Agreement"), and is subject to the terms and conditions of the Loan Agreement, which are by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shag have the meaning ascribed to such terms in the Loan Agreement. This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Deed of Trust"} dated as of the date hereof, executed by Borrower for the benefit of Agency and encumbering the property described therein. Agency shall be entitled to the benefits of the security provided by the Deed of Trust and sha[l have the right to enforce the covenants and agreements contained herein, in the Deed of Trust, and the Loan Agreement. ... __ 1. INTEREST RATE• REPAYMENT. Interest shall accrue on the outstanding principal balance of this Note at the rate of four percent (4%) simple interest per annum, commencing upon January 1, 2010. Interest shalt be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed. No interest shall accrue prior to January 1, 2010. 2. PAYMENT DATES• MATURITY DATE. S~Commencing upon January 1, 2010 (t e "First Payment Date"), and on the first (1) day of each calendar month thereafter, Borrower shall make monthly payments of combined principal and interest until the entire indebtedness evidenced hereby is fully paid, except that all remaining indebtedness, if not sooner paid, shall be due and payable upon the Maturity Date (defined below). The amount of the monthly payments to be paid beginning on the First Payment Date wil[ be an amount equal to the payment necessary to fully amortize the principal amount of this Note, together with interest at the interest rate specified in Section 1 above over a 240 month period. The entire outstanding principal balance of this Note, together with accrued interest and all other sums accrued hereunder shall be iaais~t-z payable in full on the twentieth (20t"} anniversary of the date of this Note {the "Maturity Date"). Payments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under this Note become subject to any rights, offset, deduction or counterclaim on the part of Borrower. 3. DUE ON SALE OR DEFAULT. The entire unpaid principal balance and all sums accrued hereunder shat! be immediately due and payable upon the Transfer (as defined in Section 4.7 of the Loan Agreement} absent Agency consent, of all or any part of the Property or the Improvements, or any interest therein, or upon the occurrence of an Event of Default under the Agency Documents, subject to the expiration of any applicable cure period. Without limiting the generality of the foregoing, this Note shall not be assumable without Agency's prior written consent, which consent may be granted or denied in Agency's sole discretion. 4. PREPAYMENT. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal. 5. MANNER OF PAYMENT. All payments on this Note shall be made to Agency at 400 Grand Avenue, South San Francisco, CA 94080 or such other place as Agency shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by Agency in writing. 6. EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder {"Event of Default"): (a} Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for ten (10} days after Agency not'~ies Borrower thereof in writing. (b) Borrower fails to maintain insurance on tower fails to curetsu hrdefault required pursuant to the Agency Documents and Borr within 70 days. (c} Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (Bankruptcy Law"}, Borrower or any general partner thereof (i} commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar offcial for Borrower or any genera! partner thereof; (iv} makes an assignment for the benefit of its creditors; or (v} admits in writing its inability to pay its debts as they become due. 1201591-1 ? (d} A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that {i} is for relief against Borrower or any general partner thereof in an involuntary case, (ii} appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof or substantially all of such entity's assets, (iii) orders the liquidation of Borrower or any general partner thereof, or {iv} issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance. (e} Borrower shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan} or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution; (f} Borrower shall have voluntarily suspended its business or Borrower shall have been dissolved or terminated; (g} A default arises under any debt instrument secured by a mortgage or deed of trust on the Property and remains uncured beyond any applicable cure period such that the holder of such instrument has the righfi to accelerate payment thereunder. (h} Subject to Borrower's right to contest the following charges pursuant to the Agency Documents, if Borrower fails to pay prior fio delinquency taxes or assessments due on the Property or the Project or fails to pay when due any other charge that may result in a Tien on the Property or fihe Project, and Borrower fails to cure such default within thirty (30) days of date of delinquency, but in all events upon the imposition of any such tax or other lien. (i} Any representation or warranty contained in this Agreement or any application, financial statement, certificate or report furnished in connection with the Loan or in connection with any request for disbursement of Loan Proceeds proves to have been false or misleading in any material adverse respect when made. (j} Borrower defaults in the performance of any term, provision, covenantor agreement (other than an obligation enumerated in this Section 6 contained in this Note or in any other Loan Document, and unless such document specifies a different cure period for such default, the default continues for ten (10} days in the event of a monetary default or thirty {30} days in the event of a nonmonetary default after the date upon which Agency shall have given written notice of the default to Borrower {or such longer time as Agency may agree upon in writing}, provided that in each case Borrower commences to cure the default within thirty (30} days and thereafter prosecutes the curing of such default with due diligence and in good faith. t?ots9t-t 3 7. REMEDIES. Upon the occurrence of an Event of Default hereunder, Agency may, at its option {i) by written notice to Borrower, declare the entire unpaid principal balance of this Note, together with al( accrued interest thereon and all sums due hereunder, immediately due and payable regardless of any prior forbearance, (ii} exercise any and all rights and remedies available to it under applicable law, and (iii) exercise any and all rights and remedies available to Agency under this Note and the other Agency Documents, including without limitation the right to pursue foreclosure under the Deed of Trust. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of Agency including, without limitation, reasonable attorneys' fees, incurred in connection with Agency's enforcement of this Note and the exercise of any or all of its rights and remedies hereunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust. 8. DEFAULT RATE. Upon the occurrence of an Event of Default, interest shall automatically be increased without notice to the rate of ten percent {10°/a) per annum (the Default Rate }, provided however, if any payment due hereunder is not paid when due, the Default Rate shall apply commencing upon the due date for such payment. When Borrower is no longer in default, the Default Rate shall no longer apply, and the interest rate shall once again be the rate specified in the first paragraph of this Note. Notwithstanding the foregoing provisions, if the interest rate charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate permitted by law. The imposition or acceptance of the Default Rate shall in no event constitute a waiver of a default under this Note or prevent Agency from exercising any of its other rights or remedies Reserved. 9. MISCELLANEOUS 9.1 WAIVER. The rights and remedies of Agency under this Note shall be cumulative and not alternative. No waiver by Agency of any right or remedy under this Note shall be effective unless in a writing signed by Agency. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by Agency will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law (a} no claim or right of Agency arising out of this Note can. be discharged ~y Agency, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing, signed by Agency; {b} no waiver that may be given by Agency will be applicable except in the specific instance for which it is given; and (c} no notice to or demand on Borrower will be deemed to be a waiver of any obligation of Borrower or of the right of Agency to take further action without notice or demand as provided in this Note. Borrower hereby waives presentment, demand, protest, notices of dishonor and of protest and all defenses and pleas on the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice, 1201541-1 4 9.2 NOTICES. Any notice required or permitted to be given hereunder shall be given in accordance with Section 11.3 of the Loan Agreement. 9.3 SEVERAB1LlTY. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 9.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the State of California without regard to principles of conflicts of laws. All persons and entities in any manner obligated under this Note consent to the jurisdiction of any federal or state court having in the jurisdiction in which the Property is located (the "Property Jurisdiction"). Borrower agrees that any controversy arising under or in relation to the Note or any other Loan Document sha{) be litigated exclusively in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Note and any other Loan Document. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 9.5 PART[ES IN INTEREST. This Note shall bind Borrower and its successors and assigns and shall accrue to the benef'st of Agency and its successors and assigns. 9.6 SECTION HEADINGS CONSTRUCTION. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. 9.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower and Agency under this Note is solely that of borrower and fender, and the loan evidenced by this Note and secured by the Deed of Trust will in no manner make Agency the partner or joint venturer of Borrower. 9.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every provision of this Note. 9.9 JOINT AND SEVERAL OBLIGATION. if Borrower consists of two or more individuals, the obligations of such individuals hereunder shall be joint and several. taot~9t-t S !N WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date first written above. BORROWER Jean Eric, LLC. a California Corporation By: Print Name: Title: By: Print Name: Title: 120 i 591-1 EXHIBIT F RECORDING R1rQUEST>rD IIY AND ~YHEN RECQRDCD MAIL. TO: Redevelopment Agency of the City of South Snn Frnncisca 400 Grand Avenue South San Frnncisca, CA R40&0 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§5103, 27383 Space nbave this line for Kccarder's use. DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Deed of Trust"} is made as of , 2009 by Jean Eric, LLC., a California Corporation {"Trustor"} to Title Company as trustee {"Trustee"}, for the benefit of the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Beneficiary"). RECITALS A. Trustor owns fee simple title to the land described in Exhibit A attached hereto and incorporated herein by this reference {the "Land"}. The Land is located within the Downtown Redevelopment Project Area {"Prajeet Area"}. Trustor intends to rehabilitate the improvements located on the Land {the "Project"}. B. Beneficiary and Trustor have entered into an Owner Participation and Loan Agreement dated as of the date hereof (the "OPA") pursuant to which Beneficiary will provide a loan to Trustor in the amount of Three Hundxed Fifty Thousand Dollars ($350,000} {the "Loan"} for the purpose of partially financing the Project. Trustor has issued to Beneficiary a secured promissory note dated as of the date hereof {the "Nate") to evidence Trustor's obligation to repay the Loan. A Memorandum of the OPA will be recorded in the Official Records of San Mateo County concurrently herewith. C. As a condition precedent to the rnalcing afthe Loan, Beneficiary has required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of Beneficiary, a lien and security interest in the Property {defined below} to secure repayment of the Note. NOW THEREFORE, far good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows. 1. Grant in Trust. In consideration of the foregoing and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title x1g6o5i-~ and interest which Trustor now has or may later acquire in and to the Land, and all of the following, whether presently owned or hereafter acquired: a. All buildings, structures, and improvements, now or hereafter located or constructed on the Land ("Improvements"); b. All appurtenances, easements, rights of way, pipes, transmission lines or wires and other rights used in com~ection with the Land or the Improvements or as a means of access thereto, whether now or hereafter owned or constructed or placed upon or in the Land or Improvements and all existing and future privileges, rights, franchises and tenements of the Land, including all minerals, oils, gas and other commercially valuable substances which may be in, under or produced from any part of the Land, and all water rights, rights of way, gores or strips of land, and any Land lying in the streets, ways, and alleys, open or proposed, in front of or adjoining the Land and Improvements (collectively, "Appurtenances"); c. All machinery, equipment, fixtures, goods and other personal property of fine T t I tl~er moveable or not now owned or hereafter acquired by the Trustor and now or hereafter located at or used in connection with the Land, the Improvements or Appurtenances, and all improvements, restorations, replacements, repairs, additions or substitutions thereto (collectively, "Equipment"}; d. All existing and future leases, subleases, licenses, and other agreements relating to the use or occupancy of all or any portion of the Land or Improvements (collectively, "Leases"), all amendments, extensions, renewals or modifications thereof, and all rent, royalties, or other payments which may now or hereafter accrue or otherwise become payable thereunder to or for the benefit of Trustor, including but not limited to security deposits (collectively, "Rents"); e. All insurance proceeds and any other proceeds from the Land, Improvements, Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits made with or other security deposits given to utility companies, all claims or demands relating to insurance awards which the Trustor now has or may hereafter acquire, including all advance payments of insurance premiums made by Trustor, and all condemnation awards or payments now or later made in connection with any condemnation or eminent domain proceeding ("Proceeds"); f. All revenues, income, rents, royalties, payments and profits produced by the Land, Improvements, Appurtenances grid Equipment, vi~hether riow owned or herea er acquire by Trustor ("Gross Revenues"); rus or, w le , g. All architectural, structural and mechanical plans, specifications, design documents and studies produced in connection with development of the Land and construction of the Improvements (collectively, "Plans"); and h. All interests and rights in any private or governmental grants, subsidies, loans or other financing provided in connection with development of the Land and construction of the Improvements (collectively, "Financing"). ii96o5i-i All of the above-referenced interests of Trustor in the Land, Improvements, Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby conveyed to Trustee or made subject to the security interest herein described are collectively referred to herein as the "Property." 2. Gbligations Secured. This Deed of Trust is given far the purpose of securing payment and performance of the following {collectively, the "Secured Obligations"): (i) all present and future indebtedness evidenced by the Note and any amendment thereof, including principal, interest and all other amounts payable under the terms of the Note; (ii) all present and future obligations of Trustor to Beneficiary under the Loan Documents (defined below}; (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor {whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv} all obligations of Trustor to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of any of the foregoing, whether evidenced by new or additional documents; and {v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary's interests under this Deed of Trust or any other Loan Document as such may be modif ed, supplemented, amended, renewed or extended. The Note, the QPA, and this Deed of Trust are hereafter collectively xeferred to as the "Loan Documents." 3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, ar by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue far or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary's right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon wlietlier ar not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and involve every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land or the Improvements, Beneficiary shall not be deemed to be a "mortgagee in possession," shall not be responsible for performing any obligation of Trustor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and shall not be responsible for any waste committed by Trustor, lessees or any third parties, or for dangerous or 11g6o~i-i 3 defective condition of the Property or any negligence in the management, repair or control of the Property. Absent Beneficiary's written consent, Trustor shall not accept prepayment of Rents for any rental period exceeding one month. 4. Security Agreement. The parties intend for tlus Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of Beneficiary. The parties acknowledge that some of the Property may be determined under applicable law to be personal property or fixtures. To the exfient that any Property may be or be determined to be personal property, Trustor as debtor hereby grants to Beneficiary as secured party a security interest in all such Property to secure payment and performance of the Secured ~bligatians. This Deed of Trust constitutes a security agreement under the California Uniform Commercial Code, as amended or recodified from time to time (the "UCC"), covering all such Property. To the extent such Property is not real property encumbered by the lien granted above, and is not absolutely assigned by the assignment set forth above, it is the intention of the parties that such Property shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section maybe modified or supplemented) of the Land and Improvements. 5. Financing Statements. Pursuant to the UCC, Trustor, as debtor, hereby authorizes Beneficiary, as secured party, to file such financing statements and amendments thereof and such continuation statements with respect thereto as Beneficiary nlay deem appropriate to perfect and preserve Beneficiary's security interest in the Property and Rents, without requiring any signature ar fiu-ther authorization by Trustor. If requested by Beneficiary, Trustar shall pay all fees and costs that Beneficiary may incur in filing such documents in public offices and in obtaining such retard searches as Beneficiary may reasonably require. If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall not be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it. Everything used in connection with the Property andlor adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at aiI times and for all purposes and in all proceedings both legal ar equitable shall be regarded as part of the estate encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, {ii} serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or.reflected in any such financing.statement so filed at any time. Similarly, the mention in any such financing statement of {1} rights in or to the proceeds of any fire andlor hazard insurance policy, or (2} any award in eminent domain proceedings for a taking or for lessening of value, or {3} Trustor's interest as lessor in any present or future lease or rights to income growing out of the use andlar occupancy of the property conveyed hereby, whether pursuant to lease ar otherwise, shall not be construed as in any way altering any of the rights of Beneficiary as determined. by this instr~.unent or impugning the priority of Beneficiary's lien granted hereby ar by any other recorded document. Such mention in any financing statement is declared to be solely far the protection of Beneficiary in the event any court or judge shall at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2}, and {3), that notice of Beneficiary's priority of interest is required in order to be effective against a particular class of persons, including but not limited to the federal government 7ig6o~1-x 4 and any subdivisions or entity of the federal government. 6. Fixture Filing, This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the UCC with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the Improvements. Trustor covenants and agrees that this Deed ofTrust is to be filed in the real estate records of San Mateo County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. Tlus Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas} and accounts subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC. 7. Trustor's Representations, Warranties and Covenants• Rights and Duties of the Parties. 7.1 Re resentations and Warranties. Trustor represents and warrants that: (i) Trustor lawfully possesses and holds a fee simple interest in the Land and the Improvements, (ii) Trustor has good and marketable title to all of the Property; {iii} other than as limited by the Loan Documents, Trustor has the full and unlimited power, right and authority to encumber the Property and assign the Rents; (iv} subject only to encumbrances of record and senior liens permitted pursuant to the Loan Documents or otherwise approved in writing by Beneficiary ("Permitted Encumbrances"), this Deed of Trust creates a valid Lien on Trustor's entire interest in the Property; (v) except with respect to Permitted Encumbrances, Trustar owns the Property free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, {vi) there is no financing statement affecting the Property on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the correct address of Trustor's chief executive office is specified in Section 10.2. 7.2 Condition of Property. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received any notice from any governmental authority of any threatened or pending zoning, building, f re, or health code violation or violation of other governmental regulations concerning the Property that has not previously been corrected, and no condition on the Land violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ii} no contracts, licenses, leases or commitments regarding the maintenance or use, of the. Property or allowing any third party rights to use the Property are in force; (iii) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Trustor in the Property; (iv} there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (v} Trustor has not received any notice from any insurer of defects of the Property which have not been corrected; (vi} there are no natural or artificial conditions upon the Land or any part thereof that could result in a material and adverse change in the condition of the Land; (vii} all information that Trustor has delivered to Beneficiary, either directly or through Trustor's agents, is accurate and complete; and (viii} Trustor or Trustor's agents have disclosed to Beneficiary all material facts concerning the Property. ug6o~r-i 5 7.3 Authori .Trustor represents and warrants that tlvs Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a} have been duly authorized, executed, and delivered by Trustor; (b) axe binding abligations of Trustor; and (c) do not violate the provisions of any agreement to which Trustor is a party or which affects the Property. Trustor furd~er represents and warrants that there are no pending, or to Trustor's lcnawledge, threatened actions or proceedings before any court or administrative agency which may adversely affect Trustor's ownership of the Property. 7.4 Payment and Performance of Secured Obligations. Trustor shall promptly pay when due the principal and any interest due on the indebtedness evidenced by the Nate, and shall promptly pay and perform all other abligations of Trustor arising in connection with the Secured Obligations or the Loan Documents in accordance with the respective terms thereof. 7.5 Use of Loan Proceeds; Preservation and Maintenance of Property Compliance with Laws. Trustor covenants that it shall use the Loan Proceeds solely for purposes authorized by the Loan Documents. Trustor covenants that it shall keep the Land and Improvements in good repair and condition, and from time to time shall make necessary repairs, renewals and replacements thereto so that the Property shall be preserved and maintained. Trustor covenants to comply with all federal, state and local Laws, regulations, ordinances and rules applicable to the Property and the Project, including without limitation all applicable requirements of state and Local building codes and regulations, and all applicable statutes and regulations relating to accessibility for the disabled. Trustor shall not remove, demolish or materially alter any Improvement without Beneficiary's consent, shall complete ar restore promptly and in goad and workmanlike manner any building, fixture or other improvement which may be constructed, damaged, or destroyed thereon, and shall pay when due all claims for labor performed and materials furnished therefor. Trustor shall use the Land and the Improvements solely for purposes authorized by the Loan Doc~.unents, shall not commit or allow waste of the Property, and shall not commit or allow any act upon or use of the Property which would violate any applicable Law or order of any governmental authority, nor shall Trustor bring on or keep any article on the Property or cause ar allow any condition to exist thereon which could invalidate or which would be prohibited by any insurance coverage required to be maintained on the Property pursuant to the Laan Documents. 7.6 Reserved. 7.7 . Ins ections• Boolcs.and.Records. Beneficiary and its agents and representatives shall have the right at any reasonable time upon reasonable notice to enter upon the Land and inspect the Property to ensure compliance with the Loan Documents. Trustor shall maintain complete and accurate books of account and other records (including copies of supporting bills and invoices} adequate to document the use of the Loan Proceeds and the operation of the Property, together with copies of all written contracts, Leases and other instruments wluch affect the Property.. The books, records, contracts, Leases and other instruments shall be subject to examination and inspection by Beneficiary at any reasonable time following two business days prior notice. 7.8 Char es Liens Taxes and Assessments. Trustor shall pay before delinquency all taxes, levies, assessments and other charges affecting the Property that are (or if not paid may xrg6a5~.-i 6 become) a lien on alI or part of the Property. Trustor may, at Trustor's expense, contest the validity or application of any tax, levy, assessment or charge affecting the Property by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i} Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii} Trustor shall have posted a bond or furnished other security as may reasonably be required from time to time by Beneficiary; and provided further that Trustor shall timely make any payment necessary to prevent a lien foreclosure, sale, forfeiture or loss of the Property. Trustor-shall immediately discharge or cause to be discharged any lien on the Property (other than encumbrances approved by Beneficiary as of the date hereof in writing). Trustor shall pay when due each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber alh or part of the Property or any interest in it, whether or not such lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust. Trustor shall not be required to pay any tax, levy, charge or assessment so long as its validity is being actively contested in good faith and by appropriate actions and/or proceedings. 7.9 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust. 7.10 Hazard Liability and Workers' Compensation Insurance. At all times during the term hereof, at Trustor's expense, Trustor shall keep the Improvements and personal property now existing or hereafter located on the Property insured against loss by fire, vandalism and malicious miscluef by a policy of standard fire and extended all-risk insurance. The policy shall be written on a full replacement value basis and shall name Beneficiary as Ioss payee as its interest may appear. The full replacement value of the improvements to be insured shall be determined by the company issuing the policy at the time the policy is initially obtained. Not mare frequently than once every two (2) years, either the Trustor or the Beneficiary shall have the right to notify the other party that it elects to leave the replacement value redetermined by flee insurance company. Subject to the rights of any senior lienholder, the proceeds collected under any insurance policy may be applied by Beneficiary to any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding anything to the contrary set forth herein, provided that Trustor is not in default under any Loan Document, Trustor shall be permitted to use flee proceeds of insurance to rebuild the Improvements. 7.10.1 Trustor shall at all times during the term hereof, maintain a comprehensive general liability insurance policy in an amount not less than One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000} annual aggregate, together with Three Million Dollars ($3,000,000) excess liability coverage or such other policy limits as Agency may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Beneficiary as an additional insured. Yi96a5i-1 7 Trustor shall maintain workers' compensation insurance as required by law. 7.1 Q.2 Trustor shall file with Beneficiary prior to the commencement of the term hereof, certificates (or such other proof as Beneficiary may require, including without limitation, copies of the required insurance policies) evidencing each of the insurance policies and endorsements thereto as required by this Section, and such certificates (or policies) shall provide that at Least thirty {30) days' prior written notice shall be provided to Benef ciary prior to the expiration, cancellation or change in coverage under each such policy. 7.10.3 If any insurance policy required hereunder is canceled or the coverage provided thereunder is reduced, Trustor shall, within f fteen (15) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company ar companies. Upon failure to so file such cet~tificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor's expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary. 7.10.4 The insurance policies required hereunder shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least A VII status as rated in the most recent edition of Best's Key Rating Guide. Each policy of insurance shall contain an endorsement requiring the insurer to provide at Least 30 days written notice to Beneficiary prior to change in coverage, cancellation or expiration thereof. If any insurance policy required pursuant to the Loan Documents is canceled or the coverage provided thereunder is reduced, Trustor shall, within ten {10) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation ar reduction, file with Benef ciary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certif cote, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor's expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary. 7.11 Hazardous Materials. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof to the best knowledge of Trustor: (i} the Land is free and has always been free of Hazardous Materials (as defined below} and is not and leas never been inviolation of any Environmental Law (as defined below); {ii) there are no buried or partially buried storage tanks located on the Land; (iii) Trustor has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Land are or have ever been in violation of any Environmental Law or informing Trustor that the Land is subject to investigation or inquiry regarding Hazardous Materials on the Land or the potential violation of any Environmental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concet-ning the Land; {v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stared on, under or at the Land, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; {vi) the Land has never been used as a dump ar landfill; and (vii) Trustor has disclosed to Beneficiary all information, records, and studies in Trustor's possession or i~.g6o~~-i $ reasonably available to Trustor relating to the Land concerning Hazardous Materials. Trustar shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept, stored or used in, on, under, or about the Land by Trustar, its agents, employees, contractors ar invitees except for incidental supplies ordinarily used in connection with the construction, rehabilitation, repair, and operation of commercial developments and in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Land. If any Hazardous Mafierial is discharged, released, dumped, or spilled in, on, under, or about the Land and results in any contamination of the Land or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, an, under or from the Land, Trustor shall promptly take all actions at its sole expense as are necessary to comply with all Environmental Laws (as defined below). Trustar shall indemnify, defend {with counsel reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and appointed officials, officers, agents and employees (collectively, "Indemnitees") harmless from and against any and all Toss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense {including reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter individually "Claim" and collectively "Claims"} arising in connection with the breach of Trustor's covenants and obligations set forth in this Section 7.11 or otherwise arising in connection with the presence or release of Hazardous Materials in, on, under, or from the Property. The foregoing indemnity includes, without limitation, all costs of investigation, assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials, all costs of determining whether filie Land is in compliance with Environmental Laws, all costs associated wzth bringing the Land into compliance with all applicable Environmental Laws, and all costs associated with claims for damages ar injury to persons, property, or natural resources. Without limiting the generality of the foregoing, Trustor shall, at Trustor's awn cost and expense, do all of the fallowing: a. pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; b. reimburse Indemnitees for any expenses paid or_incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and c. reimburse Indemnitees for any and all expenses, including without limitation out- of-packet expenses and fees of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring and participating in any Legal or administrative proceeding. Trustor's obligation to indemnify the Indemnitees shall not be limited or impaired by any of the fallowing, or by any failure of Trustor to receive notice of or consideration for any of the following: (i) any amendment or modification of any Loan Document; {ii) any extensions of time for performance required by any Loan Document; (iii) any provision in any of the Loan zig6o5i-~ Documents limiting Beneficiary's recourse to property securing the Secured Obligations, or limiting the personal liability of Trustor, or any other party for payment of all or any part of the Secured Obligations; (iv} the accuracy ar inaccuracy of any representation and warranty made by Trustor under this Deed of Trust or by Trustor or any other party under any Loan Document, {v) the release of Trustor or any other person, by Beneficiary or by operation of law, from performance of any obligation under any Loan Document; {vi) the release or substitution in whole or in part of any security for the Secured Obligations; and {vii) Beneficiary's failure to properly perfect any lien or security interest given as security for the Secured Obligations. The provisions of this Section 7.11 shall be in addition to any and all other obligations and liabilities that Trustor may have under applicable law, and each lrndemnitee shall be entitled to indemnification under this Section without regard to whether Beneficiary or that Indemnitee has exercised any rights against the Property or any other security, p~u'sued any rights against any guarantor or other party, or pursued any other rights available under the Loan Documents or applicable law. The obligations of Trustor to indemnify the Indemnitees under this Section shall survive any repayment or discharge of the Secured Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of this Deed of Trust. Without limiting any of the remedies provided in this Deed of Trust, Trusfior acknowledges and agrees that each of the provisions in this Section 7.11 is an environmental provision {as defined in Section 736(f}(2} of the California Code of Civil Procedure) made by Trustor relating to real property security (the "Environmental Provisions"), and that Trustor's failure to comply with any of the Environmental Provisions will be a breach of contract that will entitle Beneficiary to pursue the remedies provided by Section 736 of the California Code of Civil Procedure ("Section 736"} for the recovery of damages and far the enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's action for recovery of damages or enforcement of the Environmental Provisions shall not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure. "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state or Iocai governmental authority, and includes without limitation (i} petroleum ar oil ~or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material.containing asbestos; {iii}. any_substance,.mafierial_ or waste regulated by.or listed 77 GL (directly or by reference) as a "hazardous substance , hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.J, the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.J, the California Hazardous Substances Account Act [Califonua Health and Safety Code Section 25300, et seq.], the California I1960~1-1 IO Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Cade Section 25249.5, et seq.], and the Porter--Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. "Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common Iaw doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i} pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to any Hazardous Material (as defined above} or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv} the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [IS U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder. 7.12 Notice of Claims• Defense of Security; Reimbursement of Costs. a. Notice of Claims. Trustor shall provide written notice to Beneficiary of any uninsured or partially uninsured loss affecting the Property tluough fire, theft, liability, or property damage in excess of an aggregate of Fifty Thousand Dollars {$50,000} within three business days of the occurrence of such loss. Trustor shall ensure that Beneficiary shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents. Within three business days of Trustor's receipt thereof, Trustor shall provide Beneficiary with a copy of any notice of default Trustor receives in connection with any financing document secured by the 1~9f7051-1 11 Property or any part thereof b. Defense of Security. At Trustor's sole expense, Trustor shall protect, preserve and defend the Property and title to and right of possession of the Property, the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims. c. Compensation; Reimbursement of Costs. Trustor agrees to pay alI reasonable fees, costs and expenses charged by Beneficiary or Trustee for any service that Beneficiary or Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred ar made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including without limitation any rights or remedies afforded to Beneficiary or Trustee or both of them under Sections 7.18 and 8.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys' fees and other legal costs, casts of any disposition of the Property under the power of sale granted hereunder ar any judicial foreclosure, and any cost of evidence of title. d. Notice of Changes. Trustor shall give Beneficiary prior written notice of any change in the address of Trustor and the location of any Property, including books and records pertaining to the Property. 7.13 Indemnification. Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary}, and hold harmless the Trustee and the Indemnitees {as defined in Section 7.11) from and against all Claims arising directly or indirectly in any manner in connection with ar as a result of {a} any breach of Trustor's covenants under any Loan Document, (b} any representation by Trustor in aay Loan Document which proves to be false or misleading in any material respect when made, {c} injury or death to persons or damage to property or other loss occurring on the Land or in any improvement located thereon, whether caused by the negligence or any other act or omission of Trustor or any other person or by negligent, faulty, inadequate or defective design, building, construction or maintenance or any other condition or otherwise, {d} any claim, demand or cause of action, ar any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Property, or any Loan Document or any transaction contemplated thereby, or any..failure of Trustor to comply w#h_aIl applcable_state, federal and local laws and __ .. . regulations applicable to the Property, provided that no Indemnitee shall be entitled to indemnification under this Section for matters caused by such Indemnitee's grass negligence ar willful misconduct. The obligations of Trustor under this Section shall survive the repayment of the Loan and shall be secured by this Deed of Trost. Notwithstanding any contrary provision contained herein, the obligations of Trustor under this Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of Trust. 7.14. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to Trustor or any other person as a consequence of any of the following: (i) Benef ciary's exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of iig5a51-i za Trust; (II} BenefiGlary'S failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; (iii} any waste committed by Trustor, the lessees of the Property or any third parties, or any dangerous or defective condition of the Property; or (iv) any loss sustained by Trustor or any third party resulting from any act or omission of Beneficiary in managing the Property after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, or bad faith of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described in this Section 7.14 and agrees that Trustor shall assert no claim related to any of the foregoing against Beneficiary. 7.15 Insurance and Condemnation Proceeds. Subject to the rights of any senior lienhoiders, any award of damages in connection with any condemnation for public use of, or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply such moneys to any indebtedness secured hereby in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount sa collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding the foregoing, so long as the value of Beneficiary's lien is not impaired, insurance and/or condemnation proceeds may be used to repair and/or restore the Improvements. 7.1 b Release, Extension, Modification. At any time and from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may release or reconvey all or any part of the Property, consent to the malting of any map or plat of the Land or part thereof, join in granting any easement or creating any restriction affecting the Property, or join in any extension agreement or other agreement affecting the lien or charge hereof At any time and from time to time, without liability therefor and without notice, Beneficiary may (i) release any person liable for payment of any Secured Obligation, (ii} extend the time for payment or otherwise alter the terms of payment of any Secured Obligation; (iii) accept additional real or personal property of any ltind as security for any Secured Obligation, or (iv} substitute or release any property securing the Secured Obligations. 7.17 Reconyeyance. Upon written request of Beneficiary stating that all of the Secured Obligations have been paid in full, and upon surrender of this Deed of Trust, and the Note, Trustee shall reconvey, without warranty, the Property or so much of it as is then held under this ...........................Deed af.Trust.....The.recitals in.any reconveyance.executed under.this Deed of-Trust of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor shall pay all fees of Trustee and all recordation fees related to such reconveyance. 7.18 Cure; Protection of Security. Either Beneficiary ar Trustee may cure any breach or default of Trustor, and if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary ar Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary's or Trustee's sole judgment is or may be senior in priority to this 1ig6o5i-~ 13 Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among Beneficiary, Trustee and Trustor; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section '7.18 either with or without giving notice, except for notices required under applicable law. Any amounts disbursed by Benef ciary pursuant to this paragraph shall become additional indebtedness secured by this Deed of'I'rust. 8. Default and Remedies. 8.1 Events of Default. Trustor acknowledges and agrees that an Event of Default shall occur under this Deed of Trust upon the occurrence of any one or more of the following events: a. Beneficiary's declaration of an Event of Default under any Loan Document, subject to the expiration of any applicable cure period set forth in such document; b. Trustor fails to perform any monetary obligation which arises under this Deed of Trust, and does not cure that failure within ten (10} days following written notice from Beneficiary or Trustee; c. [Reserved.] d. Trustor fails to maintain the insurance coverage required hereunder or otherwise fails to comply with the requirements of Section 7.1 D hereof and Trustor fails to cure such default within the time specified in Section 7.10; e. Subject to Trustor's right to contest such charges as provided herein, Trustor fails to pay taxes or assessments due on the Land ar the Improvements or fails to gay any other charge that may result in a lien on the Land or the Improvements, and Trustor fails to cure such default within 10 days. f. Any representation or warranty of Trustor contained in or made in connection with the execution and delivery of this Deed of Trust or in any certificate or statement furnished pursuant hereto or in any other Loan Document proves to have been false or misleading in any material adverse respect-when made; __ _ _ ___ ... g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other fedexal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"}, Trustor or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Trustor or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof; (iv} makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. h. if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i} is for relief against Trustor or any general partner thereof in an iigba5z-x i4 involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof or substantially alI of such entity's assets, (iii} orders the liquidation of Trustar or any general partner thereof, or (iv} issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed ar fully banded witlvn 6~ days after its issuance. i. The holder of any other debt instrument secured by a mortgage or deed of trust on the Property or part thereof declares an event of default thereunder and exercises a right to declare all amounts due under fihat debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder's documents; or j. Trustor fails to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 8.1, and does not cure that failure either within ten {10} days after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (3~} days after such written notice in the event of a nanmonetary default, provided that in the case of a nonmonetary default that in Beneficiary's reasonable judgment cannot reasonably be cured within thirty {30} days, an Event of Default shall not arise hereunder if Trustor commences #o cure such default within thirty (3Q) days and thereafter prosecutes such cure to completion with due diligence and in good faith and in no event later than sixty (6d) days following receipt of notice of default. 8.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in any Loan Document, and any other remedy existing at law ar in equity or by statute. All of Beneficiary's rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys' fees and costs. a. Acceleration, Beneficiary may declare any ar all of the Secured Qbligations, including without limitation all sums payable under the Note and this Deed of Trust, to be due and payable immediately. b. Receiver. Beneficiary may .apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. c. Entry. Benef ciary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the secLUity of this Deed of Trust. Such other things may include: taking and possessing copies of all of Trustor's or the then owner's books and records concerning the Property; entering into, enforcing, modifying, ar canceling Leases on such terms and candztions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or contracting for and making repairs and iig6a51-i 15 alterations. If Beneficiary so requests, Trustor shall assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any instruments. d. UCC Remedies. Beneficiary may exercise any ar alI of the remedies granted to a secured party under the UCC. e. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose ties Deed of Trust in the manner provided by law far foreclosure of mortgages on real property and/ar to obtain specific enforcement of any of the covenants or agreements of tlus Deed of Trust. f. Power of Sale. Under the power of sale hereby granted, Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law. 8.3 Power of Sale. if Beneficiary elects to invoke the power of sale hereby granted, Beneficiary shall execute ar cause the Tntstee to execute a written notice of such default and of its election to cause the Praperty to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the off ce of the Recorder of each County wherein the Property or some part thereof is situated as required by law and this Deed of Trust. Prior to publication of the notice of sale, Beneficiary shall deliver to Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust. Notice of sale having been given as then required by law, and not less than the time then required by Iaw having elapsed after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may; and afi Beneficiary's request shall; posfipvrie sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public annotu~cement at the time and place fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, ar Beneficiary, may puxchase at such sale. After deducting all costs, fees, and expenses of Trustee and of the trust hereby created, including reasonable attorneys' fees in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by Beneficiary or Trustee under the terms iig6o~1-x 1b hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto. Without limiting the generality of the foregoing, Trustor acknowledges and agrees that regardless of whether ar not a default has occurred hereunder, if an Event of Default has occurred under the Loan Documents, and if in connection with such Event of Default Beneficiary exercises its right to foreclose on the Property, then: (i) Beneficiary shall be entitled to declare alI amounts due under the Note immediately due and payable, and (ii} the proceeds of any sale of the Property in connection with such foreclosure shall be used to pay all Secured Obligations, including without limitation, the outstanding principal balance and all other amounts due under the Nate. At any foreclosure sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price ofthe property against the following obligations: a. First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under Section 7.12(c}; and b. Second, the remaining balance of all other Secured Obligations in any order and proportions as Beneficiary ui its sole discretion may choose. 8.4 Trustor's Right to Reinstate. Notwithstanding Beneficiary's acceleration of the sums secured by this Deed of Trust, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor pays Beneficiary all sums which would be then due under the Loan Documents if the Secured Obligations had no acceleration provision; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust; (c) Trustor pays alI reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, and in enforcing Beneficiary's and Trustee's remedies as provided herein, including, but not limited to, reasonable attorney's fees; and (d) Trustor takes such action as Beneficiary may reasonably require to assure that the Lien of this Deed of Trust, Beneficiary's __ _ _ _ interest in the Property and Trustor's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and care by Trustor, this Deed of Trust and the obligations secured hereby shall remain in fixll force and effect as if no acceleration had occurred. 9. Truster's Waivers. To the fullest extent permitted by Iaw, Trustor waives: (a} all statutes of limitations as a defense to any action or proceeding brought against Trustor by Beneficiary; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or moratorium; (c) all rights of marshalling in the event of foreclosure; and (d} all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance 119601-1 ~7 of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every lcind. 10. Miscellaneous Provisions. 10.1 Additional Provisions. The Loan Documents grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and the Property. 10.2 Notices. Trustor requests that a copy of notice of default and notice of sale be mailed to Trustor at the address set forth below. That address is also the mailing address of Trustor as debtor under the UCC. Beneficiary's address set forth below is the address for Beneficiary as secured party under the UCC. Except for any notice required under applicable law to be given in another manner, all notices to be sent pursuant to this Deed of Trust shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: a. personal delivery, in which case notice shall be deemed delivered upon receipt; b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail; c. nationally recognized overnight courier, in wlvch case notice shall be deemed delivered one (1}day after deposit with such courier; or d. facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof. Beneficiary: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue _.. __ _ South San Francisco, CA... 94080 Attention: Norma Fragoso Trustor: Jean Eric, LLC. 363 Grand Avenue South Saa Francisco, CA 9'4080 Attn: Don Edwards or Rich Wallcer llgba5i-Y 1$ Trustee: Title Company Attn: 10.3 Binding_on Successors. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Trustor, Beneficiary and Trustee; provided however this Section 10.3 does not waive any provision of the Loan Documents imposing restrictions on transfer. 10.4 Substitution of Trustee. Beneficiary may from time to time or at any time substitute a trustee or trustees to execute the trust hereby created, and when any such substitution has been filed for record in the office of the Recorder of San Mateo County, it shall be conclusive evidence of the appointment of such trustee or trustees, and such new trustee or trustees shall succeed to all of the powers and duties of the Trustee named herein. 10.5 Attorneys' Fees and Costs. In any action or proceeding to foreclose this Deed of Trust ar to enforce any right of Beneficiary or of Trustee, Trustor shall pay to Beneficiary and Trustee all costs of such action or proceeding, including reasonable attorneys' fees. 10.6 Governing Law• Severability; Interpretation. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in the jurisdiction where the Land is located (the "Property Jurisdiction"). The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Loan Documents. Trus#or irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation, and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. If any provision of this Deed of Trust is held unenforceable or void, that provision shall be deemed severable from the remaining provisions, and shall in no way affect the validity of this Deed of Trust. The captions used in this Deed of Trust are for convenience only and are not intended to affect tl~e interpretation or construction of the provisions herein contained. In this Deed of Trust, whenever the context so requires, the _ _ singular..number..includes_the phu:al._ _.. _..... _ .. _...... _ ........ ........ _.... _ . _.. _ _. 10.7 Waiver, Modification and Amendment. Any waiver by Beneficiary of any obligation of Trustar hereunder must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary ar Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary's or Trustee's consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by Trustar and Beneficiary. Without limiting the generality of the foregoing, Beneficiary's acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by Beneficiary xx9bo5i-x 19 of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 10.8 Action by Beneficiary. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the Beneficiary is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by Beneficiary's Executive Director or by .any person who shall have been designated by Beneficiary's Executive Director, without further approval by the governing board of Beneficiary. Beneficiary shall use reasonable best efforts to respond to requests for any such approval, notice, direction, or consent in a timely manner. In any approval, consent, or other determination by Beneficiary required hereunder, Beneficiary shall act reasonably and in good faith. 10.9 Joint and Several Liability. If Trustor consists of more than one person or entity, each shall be jointly and severally liable for the faithful performance of all of Trustar's obligations under this Deed of Trust. 10.10 Time is of the Essence. Time is ofthe essence for each provision of this Deed of Trust. SIGNATURES ON FOLLOWI~YG PAGE. iig6o5i-1 20 IN WITNESS WHEREOF, Trustor has executed this Deed of Tnlst as of file date first written above. TRUSTOR: Jean Eric LLC. , a California Corporation By: Its: By: Its: SIGNATURES MUST BE NOTARIZED. iig5o51--1 ai STATE OF CALIFORNIA ) COUNTY OF SAN MATED ) On _, ~0 ,before me, , (here insert name and title ofthe officer), personally appeared . ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that helshe/they executed the same in his/herltheir authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person{s} acted, executed the instrument. I certify under PENALTY OF PERJURY under the Iaws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ) } COUNTY OF SAN MATED ) (Seal) On __, 2p_, before me, , {here insert name and title of the officer}, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person{s) whale name(s) islare subscribed to the within instrument and acknowledged to me that helshe/they executed the same in his/her/their authorized capacity(ies), and that by his/herltheir signatures} on the instrument the person{s}, ar the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ............... Signature (Seal} rxg6obx-i 22 Property Assessment CURRENT INFORMATION 1~ T~ ~! !~ ~ _ ~ ~ q ~ } ~. Property Use Details SPORE & RESIDENCE (13) Land Area (sq. ft.): 7000 Year Built• 0 Grass Bldg Area (sq. ft.): 10000 Page 1 of I EXI3IBrT A Summary of Property Details APN' 012313060 Owner 1: Jean Erlc L1c Owner 2: Care Of: Owner Address: 363 Grand Ave Situs Address: Legal bescriptian: District: Neighborhood: Secured Assessment Roll: 20D8-1 Assessee Details Assessment Val Owner 1: JEAN ERIC LLC Land: Temp Land: , Root• i Owner 2• t Min/Mineral: Improvements Care Of: (Structure}: Temp improvements (Structure): Owner Address: 363 GRAND AVE Fixtures: 50 SAN FRANCISCO, CA 44080-3606 Total Gross:. Total Temp: Exemption -Home' Document Number: 2002137382 Owner: Exemption -Other; Net Assessed: 5o San Francisco CA 94080--36D6 ', 363 Grand Ave ~: South San Francisco •: LOT 18 BLOCK 124 SOUTM SAN FRANC15C0 PLAT 1 j RSM B/b 5 013 ues Assessment Details $463,105 Assessment Type: Annual Temp Code: $620,785 Notice Date: 02/28/2008 Change #: TRA• 013054 j $1,083,891 PUC• 13 PUC Description: Store & Residence $1,083,891 Current ]urisdiCtions Current Tax Rate Area #013054 Supervisorial: 1 GENERAL TAX RATE GENERAL COUNTY TAX COUNTY DEBT SERVICES Congressional: 1Z CITY OF SOUTH SAN FRANCISCO SOUTH SAN FRANCISCO DEBT SSF DOWNTOWN/CENTRAL SERVI REDEVELOP Assembly: 19 ........... -- SO SAN FRAN UNIFIED GENC SSF UNIFIED 1997 SERA SSF UNIFIED SER 1999 Senatorial: 8 PUR Election 1814 SO SAN FRAN UNIF SER 99B SO SAN FRAN UNIF.Z006 5M JR COLLEGE GEN PUR Precinct• REFUNDIN City Name; SOUTH SM JR COLLEGE BD ZOOZ SM JR COLL 80ND SER 2005 8 SM JR COLL BOND 2001 SER C SA N FRANCISCO SM JR COLL BOND 2006 SERA SAN MATEO COMM COLL 2005 COLMA CR FLOOD CONTROL ZONE SER 8 zip Code: 940$0 COLMA CR FLOOD CONT SUB ZN BAY AREA AIR QUALITY COUNTY HARBOR DISTRICT Mitigation Fee None 3 MANAGEMEN Area: Assigned COUNTY EDUCATION TAX ~za s.4,v RDA A GENDA ITEM # 4 ~~~~~~-- ~~ Redevelo ment A enc p g y ~. Sta Rej~o~t DATE: March 11, 2009 TO: Redevelopment Agency Board FROM: Terry White, Director of Public Works SUBJECT: RESOLUTION AWARDING AN ENVIRONMENTAL CONSULTING SERVICES CONTRACT IN AN AMOUNT NOT TO EXCEED $297,114.63 TO TECHNOLOGY, ENGINEERING & CONSTRUCTION, INC. FOR THE NEW CALTRAIN STATION SITE LOCATED AT 296 AIRPORT BOULEVARD RECOMMENDATION It is recommended that the Redevelopment Agency Board adopt a resolution awarding a consultant services contract to Technology, Engineering & Construction, Inc. (TEC), of South San Francisco, California, for environmental consulting services in an amount not to exceed $297,114.63 for the new Caltrain Station site located at 296 Airport Boulevard (Project No. 58- 13232-0320). BACKGROUND/DISCUSSION The Peninsula Comdor Joint Powers Board (JPB) and the City of South San Francisco are cooperating in a joint project to relocate the existing Caltrain Station in South San Francisco. The new station will include an entry plaza at the intersection of Airport Boulevard and Grand Avenue. A pedestrian underpass will connect the entry plaza with the center platform and the Executive Drive shuttle area. The 296 Airport Boulevard location, a former Caltrans maintenance facility, is currently excess State land. The City is in the process of negotiating its purchase, for the entry plaza to the station. The site contains hazardous materials due to the presence of a previous underground gas tank. Part of our negotiation is to reduce and share these types of costs. Last spring, Technology, Engineering & Construction, Inc. (TEC) performed preliminary hazardous materials site investigations for 296 Airport Boulevard. The investigations discovered a wider range of contamination than originally predicted and required additional soil borings, laboratory analysis, data analysis, and field work. Caltrans was consulted as to the additional work and their contractor proposed a much higher cost to complete it. Staff, with Caltrans' knowledge and acceptance, directed our contractor to continue with the necessary investigations to complete and develop a final remediation plan for the San Mateo County Department of Health. At a subsequent meeting with Caltrans held on February 11, 2009, staff presented the preliminary findings and Caltrans concurred that the work proposed is necessary towards remediation of the site. Because of TEC's demonstrated competence in environmental consulting work, particularly with regard to hazardous materials at this site, staff recommends that TEC prepare the specifications and bidding documents, which will include the purchased portion and leased portion beneath the freeway. The proposal entails environmental compliance and sampling during construction including reporting to the County of San Mateo. After completion of the remediation, TEC will perform post remediation groundwater well monitoring for two years along with site closure if required. Staff Report Subject: RESOLUTION AWARDING AN ENVIRONMENTAL CONSULTING SERVICES CONTRACT TO TECHNOLOGY, ENGINEERING & CONSTRUCTION, INC. IN AN AMOUNT NOT TO EXCEED $297, 114.63 FOR THE NEW CALTRAIN STATION SITE LOCATED AT 296 AIRPORT BOULEVARD. Page 2 of 2 FUNDING Funding for this project is included in the City of South San Francisco's 2008-2009 Capital Improvement Program (CIP/58-13232-0320) and sufficient funds are available. CONCLUSION Approval of this contract will allow for the completion of the hazardous material site investigation and remediation plan for the former Caltrans maintenance yard at the intersection of Grand Avenue and Airport Boulevard. Construction plans and specifications will be produced as a part of this project. This investigation will facilitate future cleanup of the site, relocation of existing utilities in the underpass area, and construction of the new Caltrain Station at this location. By. ~~ - Terry White , Director of Pu is Works Approved: ~ ` ~ => M. Nagel Executive Director Attachments: Resolution TEC Proposal dc/hUrr 1204259.1 RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AWARDING AN ENVIRONMENTAL CONSULTING SERVICES CONTRACT TO TECHNOLOGY, ENGINEERING, & CONSTRUCTION, INC. IN AN AMOUNT NOT TO EXCEED $297,114.63 FOR THE NEW CALTRAIN STATION SITE LOCATED AT 296 AIRPORT BOULEVARD WHEREAS, last spring, Technology, Engineering & Construction, Inc (TEC) performed preliminary hazardous materials site investigations for 296 Airport Boulevard; and WHEREAS, staff, in consultation with Caltrans, recommends that TEC continue with necessary investigations and develop final remediation plans for the San Mateo County Department of Health based on TEC's demonstrated competence and prior experience with investigation and remediation of hazardous materials; and WHEREAS, staff recommends authorizing an environmental consulting services contract with Technology, Engineering, & Construction, Inc. (TEC), of South San Francisco, California, in an amount not to exceed $297,114.63; and WI~REAS, the project is included in the City of South San Francisco's 2008- 2009 Capital Improvement Program (CIP) and sufficient funds are available; and NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Agency Board of the City of South San Francisco hereby: 1. Awards a consultant services contract in an amount not to exceed $297,114.63.to TEC, of South San Francisco, California, for the new Caltrain Station site located at 296 Airport Boulevard, conditioned on TEC's timely execution of the Project contract and submission of all required documents, includin g but not limited to, executed bonds, certificates of insurance, and endorsements, in accordance with the Project documents. 2. Authorizes the Executive Director to execute the contract on behalf of the Redevelopment Agency of the City of South San Francisco upon timely submission by TEC of the signed contract and all other required contract documents, subject to approval as to form by the City Attorney.. -1- ~ ~ ~ * ~k 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 2009 by the following vote: AYES: NOES: ABSTAIN: ABSENT: 1204268.1 ATTEST: City Clerk -2- Techinology, Engineering & Construction, Inc. -~:~ ~= = C 262 Michelle Courf • So. San Francisco, CA 94080-6201 • Contractor's Lic. #762034 rr+ccuT~i-~ Tel: (650) 616-1200 - + Fax: (650} 616-124.4 • www.tecaccutite.com February 26, 2009 Ray Razavi City of South San Francisco 315 Maple Avenue South San Francisco, California 94080 PROPOSAL FOR: ENVIRONMENTAL CONSULTANT SERVICES SITE LOCATION: FORMER CALTRANS MAINTENANCE STATION 296 AIRPORT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA Dear Mr. Razavi: TEC Accutite is pleased to submit this proposal to provide Environmental Consultant Services to the City of San Francisco for the site located at 296 Airport Boulevard, South San Francisco, California. This proposal is intended to include all consulting costs within the currently known scope of work for this site, including property transfer negotiation, excavation setup, management of environmental concerns during excavation, post-excavation monitoring, reporting, and regulatory closure. The proposal excludes excavation contracting (digging, hauling, soil disposal, groundwater treatment and disposal, backfill, etc.). Task #1 Completed Subsurface Investigation $40,014.63 Task #2 Services during Property Transaction Negotiations Document preparation, expert opinion, meetings as needed $10,000 Task #3 Remediation Specification, Bid Documents, and Workplan (both parcels) Prepare aSite-Specific Risk Assessment $8,800 Finalization and submittal of Corrective Action Plan $4,800 Prepare bid package and review contractor eligibility $5,500 Logistical coordination and planning with stakeholders $14,500 Permitting and traffic control plan $9,300 Coordination and support during bidding process $3,100 Excludes: utility support engineering Total for Task #3 $46,000 Task #4 Excavation Management and -Environmental Compliance, Purchase Parcel Site security and job startup $2,800 Environmental compliance and sampling during: shoring and excavation $44,300 backfill and compaction $22,500 shoring removal and closeout $2,000 Reporting to San Mateo County $7,000 Excludes: Soil disposal and groundwater treatment shoring installation and removal contractor excavation and backfill Total for Task #4 $78,600 fiCCU7tTE Page 1 of 2 -3- Task #5 Excavation Management and Environmental Compliance, Rental Parcel Site security and job startup $1,100 Environmental compliance and sampling $7,500 Excludes: Soil disposal and groundwater treatment shoring installation and removal contractor excavation and backfill work associated with pedestrian underpass Total for Task #5 $8,600 Task #6 Post-Remediation Monitoring and Closure Monitoring well installation $34,100 Groundwater monitoring (estimated for 2 years) $57,500 Site closure request $22,300 Total for Task #6 $113,900 Total Estimated Lifetime Project Consulting Cost: $297,114.63 TEC Accutite will invoice the City of South San Francisco based on actual time and materials used by the standard rate sheet provided. Payment is to be received within 30 days from the date of the invoice. A written change order will be necessary if any deviation from this proposal is required. Our services consist of professional opinions, conclusions and recommendations made today in accordance with generally accepted engineering principles and practices. This warranty is in lieu of all other warranties either expressed or implied. TEC Accutite's liability is limited to the dollar amount of work performed. Limitations -Owner shall indemnify, hold harmless and defend TEC Accutite from and against any, and all third-party claims, arising from the work undertaken pursuant to this agreement so long as said claims do not relate to or are not based upon TEC Accutite's actual negligence in pertorming its services. Owner will reimburse TEC Accutite for its actual out-of-pocket costs for responding to subpoenas, appearance at depositions, preparing and copying documents including without limitations, reasonable attorney fees incurred in connection with any, and all third party claims. Thank you for the opportunity to provide you with our services. Should you accept our proposal, please. sign the attached contract sheet and return it to TEC Accutite by mail or fax. If you have any questions, please call me at (650) 616-1211. ACCEPTED: The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as Outlined above. RESPECTFULLY SUBMITTED BY: TEC Accutite NOTE: This proposal may be withdrawn if not accepted within 30 days. DATE OF ACCEPTANCE BY: TITLE: laCCU7/TE DATE: 02/26/09 BY: ~~ TITLE: Vice President Page 2 of 2 -4- ~, °~~x"5~~~, ll ed evel o ~I'l el2 t A e1't C RDA A GENDA ITEM # 5 p g y Sta Re opt .f c~L ~~~ p IFOR DATE: March 11, 2009 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE EXPENDITURE OF UP TO $300,000 FROM THE LOW- AND MODERATE-INCOME HOUSING FUND TO SUBSIDIZE THE PURCHASE OF UP TO SIX BELOW MARKET RATE UNITS AT CITY LIGHTS, ADOPTING FINDINGS IN CONNECTION THEREWITH, AND APPROVING AN AMENDMENT TO THE AGENCY'S LOW- AND MODERATE- IIYCOME HOUSING FUND OPERATING BUDGET RECOMMENDATION It is recommended that the Redevelopment Agency Board: 1) authorize the expenditure of up to $300,000 from the Low- and Moderate-Income Housing Fund to subsidize the purchase of up to six lower-income units at City Lights by providing $50,000 to each homebuyer; 2) adopt findings that such expenditure will be of benefit to the El Camino Corridor Project Area; and 3) approve a budget amendment to the Redevelopment Agency Low- and Moderate Income Housing Fund Operating Budget. BACKGROND/DISCUSSION On January 9, 2002, the City Council adopted ordinance 1306-2002 approving a Development Agreement for the Marbella Housing Development, now known as South City Lights. The Development Agreement requires the developer to sell 70 below market rate ("BMR") units to families of low-, median-, and moderate-incomes. The BMR units in the first three City Lights buildings successfully sold out. In 2007, the housing market began to slow and it became increasingly difficult to sell the 120% moderate-income units in the development. Consequently on August 8, 2007, the City Council adopted a resolution approving an Affordable Housing Agreement for City Lights, which modified the terms of the Development Agreement. The revised Affordable Housing Agreement authorized the City Manager to release moderate-income units from the program in exchange for the developer redesignating other moderate-income units as low-income units. As result, the City released six moderate-income units in return for redesignating eight moderate-income units as 80% low-income units in the remaining three buildings. Following the trade, BMR units once again began selling well in the fourth and fifth buildings. However, the housing market has continued to deteriorate and it has become increasingly difficult to sell the remaining low- and median-income BMR units in the sixth building (and one remaining unit Staff Report Subject: Below Market Rate Units at City Lights Page 2 in the fifth building). There are several reasons for the difficulty in selling BMR units at City Lights. First, the recession, layoffs and declining home prices have made many potential home buyers reluctant to purchase a home. Second, despite the attractiveness of the City Lights units, the BMR prices are relatively high. There is little, and in some cases zero, price discount between a City Lights BMR unit and a market rate home in other parts of the City and County that do not have resale restrictions. Of the remaining twelve BMR units in the fifth and final City Lights phases, two have sold, four have potentially interested buyers and six have no prospective buyers whatsoever. Furthermore, pursuant to the terms of the Development Agreement, any BMR Units that are not under a sales contract within 6 months of the City's issuance of a certificate of occupancy for the unit are released from the requirements of the Development Agreement, and the developer may sell such units at market rate. Because almost 6 months have passed since the City issued a certificate of occupancy for these units, the affordability restrictions will soon expire leaving the City with very little time to find buyers for these units. The following table lists the remaining unsold ten BMR units at City Lights: Potential Buyer? Unit # Size/Income Level Price Phase Yes 1101 1 Bd/ Lower $267,761 Final Yes 1103 2 Bd/ Lower $347,116 Final Yes 1209 2 Bd/ Median $366,868 Final Yes 1105 3 Bd/ Lower $392,070 Final No 2109 2 Bd/ Lower $347,116 5th No 1109 2 Bd/ Lower $347,116 Final No 1203 2 Bd/ Lower $347,116 Final No 1303 2 Bd/ Median $366,868 Final No 1205 3 Bd/ Median $416,116 Final No 1211 3 Bd/ Median $416,116 Final The Redevelopment Agency has four potential options: • Preserve the BMR units by buying down the cost of the units. For example, the Agency could contribute a $50,000 subsidy to the buyer of atwo-bedroom, lower-income unit making the purchase price of the unit $294,556. The lower price is competitive and the unit can be sold to a household earning as low as 60% ofinedian-income (as opposed to its current target of 80% median-income). In return, the buyer would enter into an agreement with the Agency, which restricts the affordability of the unit for 55 years and requires the buyer and subsequent buyers to pay the Agency a small percentage of the appreciation upon the sale of the home ("Shared Appreciation Agreement") until the Agency recovers it $50,000 investment. Total recapture of the funds would take several years and probably several resales. With $300,000, the Agency can subsidize the purchase of the six lower-income units by $50,000 each. To make the four median income units price competitive it would take an additional $300,000 to subsidize the purchase of each unit by $75,000. Staff Report Subject: Below Market Rate Units at City Lights Page 3 • Assist a nonprofit agency to purchase the units and rent them. The nonprofit would obtain a conventional loan for up to the amount supported by the rents. Unfortunately, affordable rents of $1,000 to $1,300 would only support bank loans of about $100,000. The Agency subsidy would be between $150,000 and $300,000 per unit. • Make additional trades with the developer. The City would release additional units in return for lowering the price of other units remaining in the program. However, given that the affordability restrictions will expire soon, it is unlikely the developer will be willing to trade units at this point. • Release the BMR units from the Development Agreement. Unless the Agency further subsidizes the units to lower the sale price, it is very unlikely additional buyers will be found. Therefore, it would be best to release the units if the Agency Board is not interested in further subsidizing the units. FUNDING Funds in the amount of up to $300,000 are available for the proposed subsidy upon Agency Board approval of a budget amendment to the Agency's Low- and Moderate Income Housing Fund ("Low/Mod Fund") Operating Budget. CONCLUSION It is recommended that the Redevelopment Agency Board authorize the expenditure of up to $300,000 from the Agency's Low/Mod Fund to subsidize the purchase of up to six lower-income units by $50,000 each, approve findings of benefit to the El Camino Project and amend the Agency Low/Mod Fund Operating Budget. The Agency will only subsidize the purchase of the lower-income units if the current potential buyers drop out of the program and if a new buyer at 60% of median- income or lower can immediately be found. To recapture the Agency's investment, the Agency will enter into a Shared Appreciation Agreement with the buyers of the assisted units. The four median- income units will not be subsidized and will be released from the Development Agreement. Any lower-income unit for which a buyer at 60%median-income or lower cannot be found will also be released from the Development Agreement. By: Approve ~ ` Marty Van Duyn M. Nagel Assistant Executive rector Executive Director 12050?9.2 RESOLUTION NO REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE EXPENDITURE OF UP TO $300,000 FROM THE LOW- AND MODERATE-INCOME HOUSING FUND TO SUBSIDIZE THE PURCHASE OF UP TO SIX BELOW MARKET RATE UNITS AT CITY LIGHTS, ADOPTING FINDINGS IN CONNECTION THEREWITH, AND APPROVING AN AMENDMENT TO THE AGENCY'S LOW- AND MODERATE-INCOME HOUSING FUND OPERATING BUDGET WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq. (the "CRL"), and pursuant to the authority granted thereunder, has the responsibility to carry out the Redevelopment Plan ("Redevelopment Plan") for the El Camino Corridor Redevelopment Project Area ("Project Area "); and WHEREAS, on January 9, 2002, the City Council adopted ordinance 1306-2002 approving a Development Agreement for the Marbella Housing Development ("City Lights"); and WHEREAS, pursuant to the Development Agreement, the developer is required to sell 70 below market rate units ("BMR Units") to families of low- and moderate-incomes; provided however, any BMR Units that are not under a sales contract within 6 months of the City's issuance of a certificate of occupancy for the unit are released from the requirements of the Development Agreement, and the developer may sell such units at market rate; and WHEREAS, due to the recession, layoffs and declining home prices, the City has had difficulty selling the last ten BMR units in City Lights; and WHEREAS, these ten BMR units will be released from the terms of the Development Agreement and sold at market rate if they are not sold soon; and WHEREAS, to facilitate the sale of six of the remaining BMR units to eligible buyers, the Agency plans to provide a $50,000 subsidy to the buyer of each of the six units from the Agency's Low- and Moderate-Income Housing Fund ("Low/Mod Housing Fund"); WHEREAS, to recoup the Agency's investment and ensure the continued affordability of the six BMR units, the buyers will be required to execute an agreement with the Agency which restricts the affordability of the unit for 45 years and requires the buyer and subsequent buyers to pay the Agency a small percentage of the appreciation upon the sale of the unit ("Shared Appreciation Agreement"); and WHEREAS, pursuant to Section 33334.2 of the CRL, the Agency may use Low/Mod Housing Fund monies outside of the Project Area provided that the Agency Board and the City Council find that the use will be of benefit to the Project Area; and WHEREAS, the City Council has adopted a resolution finding that use of Low/Mod Housing Fund monies to subsidize the purchase of up to six BMR units in City Lights will be of benefit to the Project Area by providing affordable housing. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: 1. Finds that the expenditure of monies from the Low/Mod Housing Fund to subsidize the purchase of up to six BMR Units in City Lights will benefit the Project Area by providing affordable housing. 2. Authorizes the expenditure of up to $300,000 to subsidize the purchase of up to six BMR Units. 3. Approves an amendment to the Agency's Low/Mod Housing Fund operating budget. 4. Authorizes the Executive Director of the Agency (or his designee) to execute Shared Appreciation Agreements with the buyers of the subsidized BMR Units, to sign all documents, to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. * * * * ~ 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 11th day of March, 2009 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary 1205130.1 °~x~~s~'~~. Rede velo ment A p gency c A° Sta Re o rt '~LIFOR~l ~ RDA A GENDA ITEM # 6 DATE: March 11, 2009 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: PRECISE PLAN, TYPO "C"SIGN PERMIT, TRANSPORTATION DEMAND MANAGEMENT PLAN, & VARIANCE APPLICATIONS FORA 166 ROOM HOTEL AT 550 GATEWAY BOULEVARD, IN THE GATEWAY SPECIFIC PLAN DISTRICT IN ACCORDANCE WITH SSFMC CHAPTERS 20.57, 20.85, 20.86, & 20.120 Applicant: Vijay Patel, SRI Krishna Enterprise Case Nos.: P07-0073: PP07-0001, ND07-0003, VAR07-0004, SIGNS07- 0047, TDM08-0003 RECOMMENDATION: Staff recommends that the Redevelopment Agency EITHER: (a) Approve application P07-0073 including a precise plan, mitigated negative declaration (including mitigation monitoring program), setback variance, sign application, and transportation demand management plan fora 166 room hotel at 550 Gateway Boulevard based on the attached Findings of Approval and subject to the attached Conditions of Approval. OR (b) Deny application P07-0073 without prejudice based on the attached Finding of Denial. It should be noted that the applicant has requested a continuance to the April 8, 2009 Redevelopment Agency Board meeting. However, f'or the reasons stated in this Staff Report, staff is not recommending continuing the matter. BACKGROUND/DISCUSSION: Application History The subject application was initially scheduled for hearing on November 12, 2008; however, the applicant was not prepared and requested a continuance. The Board continued the project to the regularly scheduled meeting on December 10, 2008. The application was heard by the Redevelopment Agency Board on December 10, 2008. At that meeting, the Board was Redevelopment Agency Hyatt Place Hotel at 550 Gateway Boulevard December March 11, 2009 Page 2 of 5 comfortable with the variance findings, the sign application, and the environmental review that had been done for the project. However, the Board identified four areas of concern, including: Preliminary Transportation Demand Management Plan inconsistencies, the lack of preferential local hiring, a lack of commitment to sustainable design, and questions about the design (lack of table-top model). T/ze staff report from that meeting, wlziclz includes the discussion of project elements for wlzic% the Board did not request revisions or additional information (e.g., variance findings, sign application), is attached as Attachment No. 4. Since that time, the Board has granted two additional continuances - on January 10 and February 11, 2009. At the February meeting, the Board clearly stated that they wanted to see the applicant in March to discuss the issues the applicant was having in bringing the application forward for review. Below is a discussion of the progress the applicant has made on the outstanding issues raised by the Board at the December meeting. Preliminary Transportation Demand Management Inconsistencies Staff apologizes for the dated information found within the Preliminary Transportation Demand Management (TDM) plan. The Preliminary TDM has since been updated and is included as Attachment No. 5 to this Staff Report. Per Municipal Code Chapter 20.120, a Final TDM plan will also be submitted by the applicant as part of the Building Permit process. The Final TDM plan will include any changes required by the Board, up-to-date information and attachments, as well as any additional measures required by the Chief Planner. Local (Preferential Hirin Staff and the applicant have been working on the details of a Preferential Hiring Agreement to support local employees. The Local, or Preferential Hiring Agreement would obligate the applicant to employ specified percentages of local residents. The highlights of the agreement include: 1. Local Residents -The agreement identifies San Mateo County as the local area. 2. Duration -The agreement expires five years after the hotel opens. This provides ample time for local talent to secure jobs at the hotel, and creates a manageable period of time for staff to be involved in the hiring practices of the hotel. 3. Percentages -For construction jobs, the Owner is required to use "best efforts" tc hire contractors that will employ a workforce of at least 15% local residents. For hotel (operation) jobs, the Owner is required to hire a workforce of at least 50% local residents. A copy of the agreement, signed by the applicant, is attached (Attachment No. 6). Redevelopment Agency Hyatt Place Hotel at 550 Gateway Boulevard December March 11, 2009 Page 3 of 5 Sustainable Design Staff has encouraged the applicant to pursue a Leadership in Energy and Environmental Design (LEED) certification for the project. LEED certification would seem to be the most comprehensive response to the Redevelopment Agency's questions about sustainability. The LEED certification process addresses a complete range of construction and operation components including: Site Selection, Water Efficiency, Energy and Atmosphere, Materials and Resource use, and Indoor Air Quality. At this .time the City is in the process of drafting a Green Building Ordinance, but does not yet have a LEED certification requirement for projects of this type. The applicant has not stated a preference for LEED certification. Instead he is pursuing stand- alone sustainability measures such as solar water heating and solar electricity generation. These are two green measures that go beyond the current ordinance requirement. Should the Board choose to approve the project, conditions of approval have been drafted to ensure that the applicant comply with the intent and direction that the Board has given to Staff and the applicant. The condition of approval requires the applicant to incorporate solar water heating and solar electricity generation into the project prior to submittal for building permits and to the satisfaction of the Chief Planner and Chief Building Official. Desigr~uestions The Board requested a look at previous project design iterations. The front elevation from the October 16, 2007, and February 19, 2008 Design Review Board (DRB) meetings are attached to this Staff Report as Attachment No. 7. During the DRB review of the project, the overall direction to the applicant was to provide a modern building that reflects the high-tech character of the Gateway Specific Plan area. The final iteration of the plan is attached to the December 10, 2008 Redevelopment Agency Board staff report (included as Attachment No. 4). The applicant has proposed some possible minor changes (i.e. window width in stairwells). Those potential changes are not identified on the plans. Should the Board choose to approve the project, a condition of approval has been drafted to provide the Chief Planner with the ability to make minor changes to the design. If the change is not deemed minor by the Chief Planner, then the change would be reviewed and approved by the Redevelopment Agency as a Precise Plan modification application. In addition to the previous design alternatives, the Board also asked the applicarrt to provide a "table-top model''. The applicant has not been able to provide a table top model due to ongoing discussions with the corporate division of Hyatt Hotel regarding operational and design aspects of the project. These issues have been resolved within the last couple of weeks, but atable-top model has not been produced at this time. Redevelopment Agency Hyatt Place Hotel at 550 Gateway Boulevard December March 11, 2009 Page 4 of 5 ENVIRONMENTAL REVIEW As more fully discussed in the attached Staff Report from the December 10, 2008 meeting, an Initial Study/Mitigated Negative Declaration (IS/MND) was prepared and circulated for the project, in accordance with the California Environmental Quality Act. The IS/MND concluded that with adoption of the identified mitigation measures, the project would have a less than significant impact on the environment. The additional information requested by the Board and discussed in this Staff Report, does not alter the conclusions of the IS/MND or require any additional environmental review for the project. BOARD'S OPTIONS ON PROJECT APPLICATION Although the applicant has formally requested an additional continuance, provisions in the Gateway Specific Plan, applicable to the project, do not allow the Board to continue to delay action on the precise plan application. To avoid conflict with the Gateway Specific Plan provisions, as articulated in Chapter 20.57 of the City's Municipal Code, the Board must either approve, conditionally approve, or deny the application. Notwithstanding the absence of the requested table-top model, the Board may approve the project if it so desires. If the Board desires to approve the project, staff has prepared the necessary findings and conditions of approval (attached hereto as Attachment Nos. 2 and 3). If the Board is not ready to approve the project, staff recommends that to ensure compliance with the Gateway Specific Plan, rather than continue the item again, the Board should deny the application without prejudice. Such a denial would allow the applicant to finalize the outstanding issues described in this Staff Report (including completion of a table-top model) and resubmit an application, consistent with the Board's request, once those issues have been fully addressed. Should the Board desire to deny without prejudice, staff has also prepared those findings (attached hereto as Attachment No. 1 }. CONCLUSION: Staff does not recommend an additional continuance of this item. Rather, if the Board is prepared to approve this project, staff recommends that the Redevelopment Agency Board approve the application subject to the attached findings and conditions of approval. Staff believes that the conditions of approval allow staff the flexibility necessary to work with the applicant on the final details of the project and add the certainty to the approval that the Board requires. If, however, the Board is not ready to approve this project, staff recommends that the Board deny the application without prejudice, in accordance with the attached findings, to allow the applicant the necessary time to address the outstanding issues. Redevelopment Agency Hyatt Place Hotel at 550 Gateway Boulevard December March 11, 2009 Page 5 of 5 ~. ~ ..C.~ ;~ By: ~ ~ ~,~,;`~,`~,,,,,,~°-~,,,~,.~ ,2 pro ed: arty Van Duyn arry M. el Assistant Executive Dir ` r Executive Director Attachments: 1. Draft Findings of Denial 2. Draft Findings of Approval 3. Draft Conditions of Approval 4. Staff Report, dated December 10, 2008 (including attachments and plans dated Nov. 21, 2008) 5. Revised Preliminary Transportation Demand Management Plan 6. Preferential Hiring Agreement 7. Previous iterations of the design [Plans reviewed by the DRB on October 16, 2007, and February 19, 2008] 8. Project Rendering n c9 ~-. FINDINGS OF DENIAL WITHOUT PREJUDICE HYATT PLACE HOTEL - 550 GATEWAY BOULEVARD P07-0073: PP07-0001, ND07-0003, VAR07-0004, SIGNS07-0047, TDMOS-0003 (As recommended by the Planning Division, March 11, 2009) The Redevelopment Agency Board hereby finds that the applicant for the above-referenced project has not submitted as part of the precise plan application, all of the materials requested by the Board. Specifically, the applicant has not submitted (1) a plan for incorporation of solar water heating and solar electricity generation for the project; or (2) a table-top model of the project. The Gateway Specific Plan, as articulated in Chapter 20.7 of the South San Francisco Municipal Code, requires the Redevelopment Agency Board to act on a precise plan application within forty-five days (or seventy-five days if the City and applicant agree to a one-time 30-day extension) of submission of a complete application to the Agency's Executive Director. Because the applicant has not yet submitted the Board's requested materials, and to maintain compliance with the Gateway Specific Plan provisions, the Board denies the application without prejudice. This denial without prejudice does not prevent the applicant from resubmitting the precise plan project application at any time, provided the Board's requests as to the application have been addressed. -1- cfl N FINDINGS OF APPROVAL HYATT PLACE HOTEL - 550 GATEWAY BOULEVARD P07-0073: PP07-0001, ND07-0003, VAR07-0004, SIGNS07-0047, TDM08-0003 (As recommended by the Planning Division, March 11, 2009) As required by the "South San Francisco Municipal Code" (SSFMC Section 20.57.590), the following findings based on the standards outlined in Section 20.57 of the SSFMC are made in support of a Precise Plan Application, including a Mitigated Negative Declaration, and Variance for a Hyatt Place Hotel at 550 Gateway Boulevard, in accordance with SSFMC Section 20.57, based on the attached Conditions of Approval, the Mitigated Negative Declaration, the attached Transportation Demand Management Plan, the material samples including project renderings attached to the staff report (completed by DES Architects), the project -plans (completed by Lee Gage Associates, Inc. and Sierra Designs, Inc.), and information provided at the at the public hearing on March 11, 2009. A. The Hyatt Place Hotel project proposed in the precise plan is compatible with the intent and purpose of the Gateway Specific Plan because the project consists of constructing a new hotel on a vacant parcel with the Specific Plan area. "Hotels, motels and related facilities and services" are specifically listed in the "Uses Permitted" section of the ordinance. B. The development and/or construction standards proposed for Hyatt Place Hotel project are designed to achieve compliance with the development and/or construction standards of the Gateway Specific Plan. The proposed project is designed to achieve compliance with the development and construction standards in the Specific Plan because: a. the entire site will be redeveloped with a new building and new landscaping; b. the buildings will be clad in high quality exterior building materials such as stone, spandrel and vision glass and cement plaster; c. the exterior design has been vetted by the Design Review Board where a number of design and material changes -were suggested and eventually incorporated into the plans; d. the exterior design is attractive on all four sides; e. the building is designed to reduce interior noise levels within the building caused by nearby roadways and highways, and overhead airplane flight paths; f. noise generated on site during construction has been mitigated to the extent possible through mitigation measures outlined. in the Mitigated Negative Declaration: g. the buildings will be built to meet or exceed current Building Code requirements for energy conservation; and h. erosion control during the construction portion of the project will be monitored by the City's Water Quality Control Division using their standard condition of approval. -2- C. The proposed project is consistent with the redevelopment plan because it activates a property that is currently vacant. The proposed project is a hotel, and as a commercial use, a hotel will take advantage of the superior environment including the areas bustling biotechnology and life sciences industry, as well as the nearby San Francisco International Airport. D. The propose project (precise plan) is consistent with the General Plan because the General Plan land use designation for the site is "Business Commercial". The Business Commercial designation specifically identifies `hotel' as a category of use that should be encouraged in this area of the City. E. A variance for the proposed project should be granted, and would be in harmony with the general purpose of the Gateway Specific Plan, because the required 20-foot setback between the building and the parking area results in practical difficulties and is an unnecessary hardship. The proposed substandard setback is proposed on the rear of the building and a substantial amount of landscaping to compensate for the reduced setback. Further, the applicant is proposing public art as an additional aesthetic remedy to the reduced landscape provided around the perimeter of the building. F. An Initial Study (October 2008) was prepared for the Project and based upon the findings contained therein and incorporated herein by reference, a draft Mitigated Negative Declaration, along with the Initial Study (October 2008) was circulated for public and agency review. The public review period commenced on October 8, 2008 and concluded on November 7, 2008 (State Clearinghouse #2008102029). The documents were prepared pursuant to CEQA Guidelines section 15070, identifying mitigations that would avoid or mitigate the potential environmental effects of the Project to a point where clearly no significant effects would occur. The location and custodian of the Mitigated Negative Declaration, including comments and responses and other documents that constitute the record of proceedings for the Project is the Chief Planner, Planning Division of the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA The City received two comment letters on the Mitigated Negative Declaration. The comments and responses are attached to the staff report dated December 10, 2008 and incorporated herein by reference. The responses provide the City's good faith, reasoned analysis of the concerns raised by the comments. The Redevelopment Agency reviewed the staff report, the Mitigated Negative Declaration and related comments and responses at a noticed public meeting on December 10, 2008 at which time all interested parties had the opportunity to be heard. The Mitigated Negative Declaration, including comments and responses, reflects the Redevelopment Agency's independent judgment and analysis on the potential for environmental impacts from the Project; and Consistent with CEQA section 21081.6 and CEQA Guidelines section 1074, the City prepared a Mitigation Monitoring Program, included in Chapter 3.17A of~ the Initial Study, -3- incorporated herein by reference. designed to ensure compliance with the adopted mitigation measures during implementation of the Project. -4- n cfl w CONDITIONS OF APPROVAL HYATT PLACE HOTEL - 550 GATEWAY BOULEVARD P07-0073: PP07-0001, ND07-0003, VAR07-0004, SIGNS07-0047, TDM08-0003 (As recommended by the Planning Division, March 11, 2009) A. Planning Division requirements shall be as follows: The project shall be applied and erected substantially as indicated on the plans dated November 21, 2008, prepared by Lee Gage & Associates, Inc.; the landscape plan dated 8/10/08, prepared by Sierra Designs, Inc.; and the project renderings prepared by DES Architects and included as an attachment to the Staff Report dated March 11, 2009. 2. The applicant shall follow the City of South San Francisco, Department of Economic and Community Development, Planning Division, Standard Conditions and Limitations for Commercial. Industrial and Multi-Family Residential Protects. 3. The applicant shall comply with the Mitigation Measures identified in the Mitigated Negative Declaration, including the Mitigation Monitoring Program, dated October 2008. 4. There shall be no outside storage of materials and equipment. All outside storage shall be within building structures or other enclosed areas approved by the Chief Planner. ~. Prior to submittal for building permits, the applicant. shall provide plans to the Chief Planner for review and approval that show the location of all utilities, utility boxes, and standpipes. All utilities and standpipes shall be screened and/or located out of view of the public right of way. 6. The applicant shall implement the measures outlined in the Tucker Engineering letter dated November 24`x', 2008 outlining "Green" initiatives for the duration of the construction process. 7, Prior to submitting for building permit, the applicant shall incorporate "Green" solutions such as solar water heating and solar electricity generation into the overall design of the project to the satisfaction of the Chief Planner and Chiei, Building Official. 8. Prior to the issuance of building permit, the proposed public art shall be submitted by the applicant for reviewed and approval by the City's Economic and Community Development Director. 9. Prior to the issuance of building permits, the applicant slilaal submit a roof plan for the ninth floor of the structure for review and if acceptable, approval by the Chief Planner. -5- 10. All rooftop mechanical equipment shall be screened and/or enclosed. The design of the screen and/or enclosure shall be reviewed and if acceptable, approved by the Chief Planner. 11. The applicant shall finalize the Preliminary Transportation Demand Management program (attached to Staff Report), and submit it for review, ,and if acceptable, approval by the Chief Planner. 12. The applicant shall implement, manage, and update as necessary the final Transportation Demand Management program for the life of the projecl:. 13. The applicant shall pay for a third party plan check review to ensure that the project plans are consistent with the plans and renderings presented during the project approval hearing. 14. In accordance with South San Francisco Municipal Code Section 20.115.030, prior to issuance of a building permit the applicant shall pay the requisite childcare fee. Currently the fee for "hotel/visitor services" use is $0.18 per gross square feet of building, but is subject to annual increases. The current fee for the subject project is (109,490 sq. ft. x .18) $19,708.20. (Planning Division contact person: Gerry Beaudin, Senior Planner (650) 877-8530 B. Engineering Division requirements shall be as follov~~s: 1. STANDARD CONDITIONS The developer shall comply with the applicable conditions of approval for commercial projects, as detailed in the Engineering Division's "Standard Conditions for Commercial and Industrial Developments", contained in our "Standard Development Conditions" booklet, dated January 1998. This booklet is available at no cost to the applicant from the Engineering Division. 2. SPECIAL CONDITIONS A. A grading permit shall be obtained from the Engineering Division.. The developer will be responsible for paying for all fees, bonds„ plan checking and all associated fees for the grading permit. The developer will also place a cash deposit of $30,000 to pay for all onsite, SWPPP compliance, grading compliance and dust control inspections. B. Prior to the issuance of a grading permit, an updated geotechnical report shall be submitted, reviewed and approved by the Engineering Division. The developer shall -6- place a $5,000 cash deposit with the City for the peer review of the Geotechnical Report. C. The developer shall remove and replace any broken sidewalk fronting the project. The new sidewalk shall comply with the City standard detail and shall provide Caltrans standard handicap ramps. All work shall be done at no cost to the City. D. The developer shall remove the loop detector and ;install a video detection system for the traffic signal system which shall be approved by the City. The developer shall be responsible to pay for all improvements to the intersection. E. The drive aisles onsite shall be a minimum of 25' wide. There are areas on the plan where the drive aisles are less than 25' wide. F. The ramp to the lower parking garage shall have a ;grade no greater than l2%. G. The developer shall incorporate bio-grassy swales and other Best Management Practices as stormwater measures within the project and shall be approved by the Engineering Division and the Environmental Compliance Manager. H. The existing sanitary sewer cleanout shall be replaced with a sanitary sewer manhole and shall be installed onsite, near the property line. I. The developer shall coordinate work with California Water Service for all water utility work. J. The developer shall obtain an encroachment permit for any work performed in the City's right-of--way and pay all associated fees, deposit and/or bonds. The developer shall submit an Engineer's estimate for all work performed in the City's right-of--way and place a bond or cash deposit for said work. K. Prior to the issuance of a Building Permit for the project, the applicant shall pay the various fees as detailed below. 3. OYSTER POINT OVERPASS CONTRIBUTION FEE Prior to receiving a Building Permit for the proposed new office/R&D development, the applicant shall pay the Oyster Point Overpass fee, as determined by the City Engineer, in accordance with City Council Resolutions 102-96 and 152-96. The fee will be calculated upon reviewing the information shown on the applicar-t's construction plans and the latest Engineering News Record San Francisco Construction Cost Index at the time of payment. The estimated fee for the entire subject 105,536 GS:F office and R&D development is calculated below. (The number in the calculation„ "9071.91 ", is the October 2005 Engineering News Record San Francisco construction cost index, which is revised each -~- month to reflect local inflation changes in the construction industry.) Trip Calculation 166 rooms (~ 12.3 trips per 1000 gsf = 1,298 new vehicle trips Contribution Calculation 1,298 trips X $154 X (9071.91/6552.16) _ $ 276,764.03 4. EAST OF 101 TRAFFIC IMPACT FEES Prior to the issuance of a Building Permit for any building within the proposed project, the applicant shall pay the East of 101 Traffic Impact fee, In accordance with the resolution adopted by the City Council at their meeting of May 23, 2007, or as the fee may be amended in the future. Fee Calculation (effective September 24, 2007) 166 Hotel Rooms (a~ $1,065.49 per each square foot = $ 176,871.34 Traffic Impact Fee = ~ 176,871.34 V. SEWER SYSTEM CAPACITY STUDY AND IMPACT FEE The City of South San Francisco has identified the need to investigate the condition and capacity of the sewer system within the East of 101 area, downstream of the proposed office/R&D development. The existing sewer collectiion system was originally designed many years ago to accommodate warehouse and industrial use and is now proposed to accommodate uses, such as offices and biotech facilities, with a much greater sewage flow. These additional flows, plus groundwater infiltration into the existing sewers, due to ground settlement and the age of the system, have resulted in pumping and collection capacity constraints. A study and flow model is proposed to analyze the problem and recommend solutions and improvements. The applicant shall pay the East of 101 Sewer Facility Development Impact Fee, as adopted by the City Council at their meeting; of October 23, 2002. The adopted fee is $3.19 per gallon of discharge per day. :[t is determined that any use in the East of 101 generate 400 gallons per day per 1000 square feet of development. Based upon this calculation, the potential fee would be, if paid this year: 0.4 g/sf (400 gpd/1000 sq. ft.) x $3.19 per gallon x 108,900 sq. ft. _ X138,956.40 The sewer contribution shall be due and payable prior to receiving a building -g- permit for each phase of the development. Total estimated fees: Oyster Point Overpass Fee $ 276,764.03 East of 1 Ol Traffic Impact Fee $ 176,871.34 East of 1 O l Sewer Impact Fee $ 138,956.40 Total $ 592,591.77 (Engineering Division contact, Sam Bautista, Senior Civil Engineer, (650) 829-6652) C. Water Quality requirements shall be as follows: The following items must be included in the plans or are requirements of the Stormwater and/or Pretreatment programs and must be completed prior to the issuance of a permit: 1. A plan showing the location of all storm drains and sanitary sewers must be submitted. 2. The onsite catch basins are to be stenciled with the approved .San Mateo Countywide Stormwater Logo. 3. Storm water pollution preventions devices are to be installed. A combination of landscape based controls (e.g., vegetated swales, bioretention areas, planter/tree boxes, and ponds) and manufactured controls (vault based separators, vault based media filters, and other removal devices) are required. Existing catch basins are to be retrofitted with catch basin inserts or equivalent. These devices must be shown on the plans prior to the issuance of a permit. If possible, incorporate the following: • vegetated/grass swale along perimeter • catch basin runoff directed to infiltration ~~rea • notched curb to direct runoff from parking area into swale • roof drainage directed to landscape • use of planter boxes instead of tree grates for stormwater treatment Manufactured drain inserts alone are not acceptable they must be part of a treatment train. One of the following must be used in series with each m~uzufactured unit: swales, detention basins, media (sand) filters, bioretention areas, or vegetated buffer strips. Treatment devices must be sized according to the VVEF Method or the Start at the Source Design. Please state what method is used to calculate sizing. 4. Encourage the use of pervious pavement where possible. -9- ~. The applicant must submit a signed maintenance agreement for the stormwater pollution prevention devices installed. Each maintenance agreement will require the inclusion of the following exhibits: a. A letter-sized reduced-scale site plan that shows the locations of the treatment measures that will be subject to the agreement. b. A legal description of the property. c. A maintenance plan, including specific long-term maintenance tasks and a schedule. It is recommended that each property owner be required to develop its own maintenance plan, subject to the municipality's approval. Resources that may assist property owners in developing their maintenance plans include: The operation manual for any proprietary system purchased by the property owner. 6. .Applicant must complete the Project Applicant Checklist for NPDES Permit Requirements prior to issuance of a permit and return to the Technical Services Supervisor at the WQCP. 7. Landscaping shall meet the following conditions related to reduction of pesticide use on the project site: a. Where feasible, landscaping shall be designed and operated to treat stormwater runoff by incorporating elements that collect, detain, and infiltrate runoff. In areas that provide detention of water, plants that are tolerant of saturated soil conditions and prolonged exposure to water shall be specified.. b. Plant materials selected shall be appropriate to site specific characteristics such as soil type, topography, climate, amount and timing of sunlight, prevailing winds, rainfall, air movement, patterns of land use, ecological consistency and plant interactions to ensure successful establishment. c. Existing native trees, shrubs. and ground cover shall be retained and incorporated into the landscape plan to the maximum extent practicable. d. Proper maintenance of landscaping, with minimal pesticide use, shall be the responsibility of the property owner. e. Integrated pest management (IPM) principles and techniques shall be encouraged as part of the landscaping design to the maximum extent practicable. Examples of IPM principles and techniques include: i. Select plants that are well adapted to soil conditions at the site. -10- ii. Select plants that are well adapted to sun and shade conditions at the site. In making these selections, consider future conditions when plants reach maturity, as well as seasonal changes. iii. Provide irrigation appropriate to the water rf;quirements of the selected plants. iv. Select pest-resistant and disease-resistant plants. v. Plant a diversity of species to prevent a potential pest infestation from affecting the entire landscaping plan. vi. Use "insectary" plants in the landscaping to attract and keep beneficial insects. 8. Roof condensate must be routed to sanitary sewer. This must be shown on plans prior to issuance of a permit. 9. Trash handling area must be covered, enclosed and must drain to sanitary sewer. This must be shown on the plans prior to issuance of a permit. 10. Loading dock area must be covered and any drain must be connected to the sanitary sewer system. This must be shown on plans prior to issuance of a permit. 1 1. Install separate water meters for the building, landscape, and any food service facility. 12. The applicant must install a grease interceptor. The interceptor must be connected to all wash sinks, mop sinks, and floor sinks and must be upstream of 1:he domestic waste stream. Sizing of the interceptor must be in accordance with the uniform plumbing code. This must be shown on the plans prior to the issuance of a permit. 13. A signed maintenance agreement for the grease interceptor must be submitted prior to occupancy. 14. Applicant will be required to obtain a food facility permit. Contact Craig Lustenberger at Water Quality Control (650) 829-3882 prior to the beginning of operation. i :~. Fire sprinkler system test/drainage valve should be plumbed into the sanitary sewer system. This must be shown on the plans prior to issuance of a permit. 16. A construction Storm Water Pollution Prevention Plan must be submitted and approved prior to the issuance of a permit. 17. Plans must include location of concrete wash out area and location of entrance/outlet of fire wash. 18. A grading and drainage plan must be submitted. -11- 19. An erosion and sediment control plan must be submitted. 20. Applicant must pay sewer connection fee at a later time based on anticipated flow, BOD and TSS calculations. 21. Must file a Notice of Termination with the WQCP when the project is completed. 22. Owner must complete the City of South San Francisco Stormwater Treatment Measures Maintenance Agreement and file with the County Recorders Office. 23. Please have applicant contact Cassie Prudhel at Water Quality Control with any questions. (650) 829-3840. (Water Quality Control Plant contact, Cassie Prudhel, Technical Services Supervisor, (650) 829-3840) D. Police Department requirements shall be as follows: A. Municipal Code Compliance The applicant shall comply with the provisions of Chapter 15.48 of the Municipal Code, "Minimum Building Security Standards" Ordinance revised May 1995. The Police Department reserves the right to make additional security and safety conditions, if necessary, upon receipt of detailed/revised building plans. B. Building Security Doors a. The jamb on all aluminum frame-swinging doors shall be so constructed or protected to withstand 1600 lbs. of pressure in both a vertical distance of three (3) inches and a horizontal distance of one (1) inch each side of the strike. b . Glass doors shall be secured with a deadbolt lock with minimum throw of one (1) inch. The outside ring should be free moving and case hardened. 1 The locks shall be so constructed that both the deadbolt and deadlocking latch can be retracted by a single action of the inside door knob/lever/turnpiece. A double-cylinder deadbolt lock or asingle-cylinder deadbolt lock without a turnpiece may be used in "Group B" occupancies as dcricd vy t hr unifGiii Buildirig Code. When Used, there must be a readily visible durable sign on or adjacent to the door stating "This door to remain unlocked during businf;ss hours", employing letters not less than one inch high on a contrasting background. The locking device must be of'type that will be readily distinguishable as locked, and its use may be revoked by the Building Official for due cause. -12- c. Employee/pedestrian doors shall be of solid core wood or hollow sheet metal with a minimum thickness of 1-3/4 inches and shall. be secured by a deadbolt lock with minimum throw of one (1) inch. Locking hardware shall be installed so that both deadbolt and deadlocking latch can be retracted by a single action of the inside ]knob, handle, or turn piece. d. Outside hinges on all exterior doors shall be provided with non-removable pins when pin-type hinges are used or s]zall be provided with hinge studs, to prevent removal of the door. e. Doors with glass panels and doors with glass panels adjacent to the doorframe shall be secured with burglary-resistant glazing2 or the equivalent, if double-cylinder deadbolt locks are not installed. f. Doors with panic bars will have vertical] rod panic hardware with top and bottom latch bolts. No secondary locks should be installed on panic- equipped doors, and no exterior surface-mounted hardware should be used. A 2" wide and 6" long steel astragal shall be installed on the door exterior to protect the latch. No surface-mounted exterior hardware need be used on panic-equipped doors. g. On pairs of doors, the active leaf shall be secured with the type of lock required for single doors in this section. The inactive leaf shall be equipped with automatic flush extension bolts protected by hardened material with a minimum throw of three-fourths inch at head and foot and shall have no doorknob or surface-mounted hardware. Multiple point locks, cylinder activated from the active leaf and satisfying the requirements, may be used instead of flusl-i bolts. h. Any single or pair of doors requiring locking at the bottom or top rail shall have locks with a minimum of one throw bolt at both the top and bottom rails. 2. Windows a . Louvered windows shall not be used as they pose a significant security problem. b . Accessible rear and side windows not viewable from the street shall consist of rated burglary resistant glazing or its equivalent. Such windows that are capable of being opened shall be secured on the inside with a '5/16" security laminate, 1/4" polycarbonate, or approved security film treatment, minimum. -13- locking device capable of withstanding a force of two hundred- (200) lbs. applied in any direction. c . Secondary locking devices are recommended on all accessible windows that open. 3. Roof Openings a. All glass skylights on the roof of any building shall be provided with: 1) Rated burglary-resistant glass or glass-like acrylic material.2 or: 2) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material spaced no more than five inches apart under the skylight and securely fastened. or: 3) A steel grill of at least 1/8" material or two inch mesh under skylight and securely fastened. b. All hatchway openings on the roof of any building shall be secured as follows: 1) If the hatchway is of wooden raterial, it shall be covered on the outside with at least 16 gauge sheet steel or its equivalent attached with screws. 2) The hatchway shall be secured from the inside with a slide bar or slide bolts. The use of crossbar or padlock must be approved by the Fire Marshal. 3) Outside hinges on all hatchway openings shall be provided with non-removable pins when using pin-type hinges. c. All air duct or air vent openings exceeding 8" x 12" on the roof or exterior walls of any building shall be secured 1=>y covering the same with either of the following: 1) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material, spaced no more than five inches apart and securely fastened. or: 2) A steel grill of at least 1/8" material or two inch mesh and securely fastened and -14- 3) If the barrier is on the outside, it shall be secured with galvanized rounded head flush bolts of at least 3/8" diameter on the outside. 4. Lighting a. All exterior doors shall be provided wit]n their own light source and shall be adequately illuminated at all hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for persons exiting the building. b. The premises, while closed for business after dark, must be sufficiently lighted by use of interior night-lights. Parking areas shall have a minimum of three foot candles. c . Exterior door, perimeter, parking are;a, and canopy lights shall be controlled by photocell and shall be lent on during hours of darkness or diminished lighting. 5. Numbering of Buildings a. The address number of every commercial building shall be illuminated during the hours of darkness so that i~t shall be easily visible from the street. The numerals in these numbers shall be no less than four to six inches in height and of a color contrasting with the background. b . In addition, any business; which affords vehicular access to the rear through any driveway, alleyway, or parking lot, shall also display the same numbers on the rear of the building. 6. Alarms a . The business shall be equipped with at least a central station silent robbery alarm system. NOTE: T'o avoid delays in occupancy, alarm installation steps should be taken well in advance of the final inspection. 7. Traffic, Parking, and Site Plan a. Handicapped parking spaces shall be clearly marked and properly sign posted. NOTE: For additional details, contact the 'Traffic Bureau Sergeant at (650) 829-3934. -15- b. Traffic Flow, Parking and Site Plan required c. Photometric Plan. 8. Security Camera System a. Property or building entrance and lobby garage areas must be monitored by a closed circuit television camera. system. Recordings must be maintained for a period of no less than 30 days. b. These cameras will be part of a digital surveillance system, which will be monitored on-site and accessible on the World Wide Web. c. This system must be of adequate resolution and color rendition to readily identify any person or vehicle in the event a crime is committed, anywhere on the premises. 9. Misc. Security Measures a. Commercial establishments having one hundred dollars or more in cash on the premises after closing hours shall lock such money in an approved type money safe with a minimum rating of TL-15. (Police Department contact, Sgt. Jon Kallas, (650) 877-$927) E. Fire Department requirements shall be as follows: 1. All buildings require fire sprinklers. Please submit separate plans. 2. Plans shall conform to NFPA 13 and City of South San Francisco Municipal Code, Section 15.24.110. 3. Exterior canopies and overhangs require fire sprinklers. 4. All fire sprinklers piping in the parking garage shall be corrosion resistant, either painted or galvanized. ~. All buildings require fire alarms. Please submit separate plans. 6. Provide ahorn/strobe at the front of the building, which will activate upon fire sprinkler or alarm notification. Plans shall conform to NFPA 72 and City of South San Francisco Municipal Code, Section 15.24.150. -16- 7. All buildings require fire extinguishers. 8. Provide adequate premise identification (address) on the building per the City of South San Francisco Municipal Code, Section 15.24.100. 9. Provide smoke control management system for the high rise building in accordance with California Fire Code (CFC). 10. The building garage shall be equipped with a fire communication system. Due to the radio transmission interference problems caused 1r-y below-grade parking structures, the Fire Department requires additional communication infrastructure to be located within the garage to maintain communication between fire crews, incident commanders, and county communication. 11. Building shall be equipped with a fire pump and. water storage as required by the California Fire Code (CFC). (Fire Department contact, Luis DaSilva, Fire Marshal, (650) 829-6640 120821.1 -17- n c~ CL~x ~ 5~ ~ ~ ~ `; c , ~° .~ r~ LIFOR D ~'PE: December 10, 2008 T'O: Redevelopment Agency Board i"'RONI: Marty Van Du~zn, Assistant Executive Director SUDJECT: PRECISE PLAN, TYPO "C" SIGN PERMIT, T,~gNSPORTATION DEI~fiAND MANAGEMENT PLAN, & VARIANCE APPL~ICA'I~ONS FORA 166 ROOM HOTEL AT ~~0 GATEWAY BOULEVARD; IN THE GATEWAY SPECIFIC PLAN DISTRICT IN ACCORDANCE WITH SSFMC CHAPTERS 20.7, 20.8, 20.86, &.20.120 Applicant: Vijay Patel, SRI Krishna Enterprise Case Nos.: P07-0073: PP07-0001. ND07-000 ~, VAR07-0004; SIGNS07- 0047; TDM08-0003 RECOMMENDATION: It is recommended that the Redevelopment A.genc~r, by motion, approve application P07- OQ73 including a precise plan, mitigated negative declaration, ;setback variance, sibn application, anal transportation demand management plan fora 16t; room hotel at ~jQ Oatev~~a~= Boulevard based on the attached Findings and subje~~t to the attached Conditions of Approval. BACKGROUNDlDISCUSSION: Project location c~: Site Descrip~ion The project is proposed at ~~0 Gateway Boulevard, north of Corporate Drip%e; within the Gateway Specific Plan Area. The 87,118 square foot site is currently un.de~Teloped but includes an overhead power line easement across the western boundar~~ of t~~e property. The site is primarily flat, but the Grade falls approximately five feet from east to went across the site and there is a five foot high berm on the northeast corner. The existing; vegetation would be removed and replaced with nev~~ landscaping. and the entire. site would be graded and compacted in '' preparation for the proposed project. Project Desc~•iption The applicant proposes to develop arsine-store, 109,490 square foot Hyatt Place Hotel with 166 rooms. The proposed amenities include an indoor pool. exercise, room, meeting facilities. and a lame lobb5% area with a cafe stele eater~T. -18- Redevelopment Age:ncv Hyatt Place Hotel at ~~0 Catewat- Boulevard December 10. 200 Page 2 of 7 ~'Ir e P uilclifzg The building is proposed to be a podium design with contemporary architecture that includes modern and clean materials including stone cladding, spandrel g7la.ss; ~jision glass, cement plaster, and various metal elements (mullions, cornice; and horizontal breaks). Building elements such as a Porte Coche; a glass curtain wall, different t~~pes of glass, deeper window mullions, and a stone clad base and tower element all add to the quality of the project. Overall, the building architecture and design complements other office and hotel buildings in the immediate vicinit~~ of the project and throughout the Gateway area b~~ including both rectilinear and cur<~ilinear shapes (see attached rendering) "~yat~ Place" Flotel Hyatt Place is a relatively new hotel t~~pe being introduced by Hyatt. Tl~e Hyatt Place concept is to provide guests with amid-size, full-service hotel. Ser<~ices such as complimentary high-speed Wi-Fi Internet access, 42" flat-panel HDTVs, and Hyatt's signature Grand Bed are t~~pical in Hyatt Place hotels. In addition to the room amenities, the hotel features a 24 hour airport shuttle service, a cafe that will serve breakfast, lunch and dinner, as well as a St:arbucks coffee store. General Plan marl Janina V.%ith the exception of the parking setback issue (discussed below), the project is consistent with the Business Commercial General Plan land use designation and.v~~ith the provisions outlined in the Gateway Specific Plan District. Further, the proposed project is consistent with the Gateway Redevelopment Plan because the proposed hotel use activates what is currently a vacant property in the heart of the Redevelopment Plan Area. Zoning Summary Table Gateway? Requirements ~ opc~sed Project FAR 1.2~ T1.2~ Lot Coverage j ~0% 1$% _ Height j 2~0 ft. (max.) 92 feet Parking One space per room; lower ratio may be approved through Precise Plan .92 pE;r room Setbacks Buildinc - IVIin. 40 ft. from an~~ street Buildin6 - 93 ft. from Gatev~a~J Blvd. rim. r ~. r_ ~d~"~ifiri~ - ~J 1L. 1rOrr1 ail)% building ~ z_• ~dI`iii.idb -see dlscussloll under Variance section of Staff 1Ze ort Landscaping I, No minimum standard iZ0% including paths -19- Redevelopment Agency Hyatt Place Hotel at ~~0 Catevwav Boulevard December 10. 2008 Pane 3 of 7 Variance -Building to Surface Parking Setback The ordinance states that "...parking shall not be permitted within. twent~~ feet of any building" (SSFMC 20.~7.220(c)). Variances can be permitted by the Redevelopment Agency "where practical. difficulties, unnecessan~ hardships and results inconsistent with the purpose of the Gatewa~~ Specific Plan may result from the strict application of certain provisions..." (SSFMC 20.7.610). Due to the depth of the site and the parking requirement for the number of rooms proposed; the applicant has requested a variance to allow parking ~ minimum setback of 14 feet to the rear facade of the building. The intent of the zoning standard is to ensure that there is sufficient space for landscaping around the perimeter of the building, adjacent to parking areas. After various site plan modification attempts, the required buildin;~ to parking area setback has presented a practical difficulty for the applicant. As shov~~r1 on plan sheE;t.L-1 (attached), the applicant is proposing a row of trees as well as ground cover in the 14 to 22 foot wide landscape area between the parking area and the building. Staff believes tha~.: the proposed planting is comparable to the arriount of planting that would have been installed within the full 20-foot setback, and is therefore recommending support of the variance a~~plicat:ion. In addition to the proposed landscape; the applicant is has also proposed a location for public art to the right of the hotel entrance. A condition of approval has been drafted to ensure the public art is reviewed and approved by the Economic and Community Development Director-. Parking and Transportation Demand Management (TDM~) The proposed project includes surface. and below grade parking - 1 ~4 stalls total. The resultant parking ratio is 0.93 spaces per room. This is consistent with the parking requirements for an airport-oriented hotel. The parking ratio is further justified bS~ the prelirninary Transportation Demand Management (TDM) plan the applicant has put forward which meets the minimum ordinance requirements including bicycle parking, carpool and vanpool ridematching se1-vices; a shuttle program; motorcycle parking, and preferred carpool and vanpool parking. Signs The applicant is proposing five new signs on the site; including fo~zr building mounted signs; and one monument st~Tle sign. The building mounted sign design consists ofinternalhj illuminated channel logo and letters and the monument sign design consists of halo :Iit channel letters. The proposed sign program is well-designed in terms of materials, colors, and lettering types. The building mounted signs are appropriate In Lernls Ol overall size and complement tl~e Overall design of the buildings. Design Review Poar~~ The Design Review Board (DRB) reviewed the' subject application at their meetings of August 1, 2007, October 16.; 2007. and Februar~~ 19, 2008 (meeting minutes attached). At the Februar<- -20- Redevelopment Agency Hvatt Place Hotel at ~~0 Gateu%a~ Boulevard December 10. 2008 Page 4 of 7 meeting, the DRB supported the application based on the architectural and landscape improvements that were incorporated into the design. During the following months, the applicant requested an additional store for office space be added to the project. The DRB re~Tiewed the project with the additional office story at their meeting of October ? 1, 2008 (meeting minutes attached). The URB's recommendations for the ninth story included adding trim details to help integrate it with thf: total building and to make the modest ninth store rectangular, rather than triangular in shape. These changes have been incorporated into the current design. V KstLiZ%Ll%Y/rld~~ , The applicant has provided written materials (letter attached from Tucker Engineering, dated Nov. 24; 2008) identifying a number of measures included in the proposal to promote environmental sustainabilitST during the construction portion of the project. In addition sustainable construction methods; the applicant has committed to ~i number of operational sustainabilit5~ measures, including a Transportation Demand Management Program and a low water use landscape plan. :~IlTVIRON1i~I~N'I,~I~, F.E'~I~~rV: Initial Study/Mitigated Negative Declaration (MND~ An Initial Study/Mitigated Negative Declaration was prepared for the City and circulated in accordance with the California Environmental Quality Act (CEQA). The environmental analysis was completed using the previous eight-store iteration. The final tune s1:orS~ project does not change the result for the MND or the project's consistency with the Cit~~'s General Plan and Zoning. The findings of the Initial Study indicate that the project will have no in-tpact or a less thaw significant impact with respect to: aesthetics, agricultural resources; cultural resources; hydrology and water quality.. land use, minerals.. population and housing, public ser<~ices, parks and recreation, transportation and circulation, grid utilit~~ and service systems. The Initial Study indicates that air qualinT, biology; geology and soils, ha~rds and hazardous materials; and noise will require mitigation measures to ensure that their impacts are less than significant with ~zitig ation. A summary of the findings is contained on pages 3-90 through 3-96 of tree r~Ir1D. Comments on MND Two comment letters were received on the draft MND, one from C:alTrzns and another from PG~.F: both letters are summarized below. The comment letters ~md Cit~T's responses are attached to the staff report. -21- Redevelopment Agency Hyatt Place Hotel at ~~ ~0 Gateway Boulevard December 10, 200 Page 5 of CaIT~-arcs Letter Caltrans requested that the Cite complete a Traffic Impact Study (TIS} as opposed to relying on the Institute of Traffic Engineers (ITE} trip generation rates. Plan~iing and Engineering staff and the environmental consultant believe that a TIS is unnecessary for the following reasons: The proposed project is an airport-related hotel. It includes a Transportation Demand Management Program (TDM Program}, is served by shuttle buses and the "Downtown Dasher" taxi service and is located in an area that contains goods and services, and will include goods and services within the project itself. All of these measures reduce single- occupant vehicle trips. The CitS~ has adopted an aggressive traffic improvement program, funded by development fees for projects in the East of 101 Area. The planned, underway and completed traffic improvement measures are identified on pages 1-16 tlu-ou~h 1-20 of the IS/MND. By Ordinance the project applicant is required to contribute a hair share contribution in the amount of ~4Ei 1,405 to the East of 1 Ol Area improvement :progr~un. The ITE. trip generation factors used to calculate the vehicle trip generation for the project in the MND results in a conservative estimate of traffic that could be generated by the project. Based on ITE, the project could generate 109 average daily trips (ADT). The 109 ADT does not factor in trip reductions as a result of th~°. TDlO~I Program, and the shuttle service to and from the airport. Peak period trip generation is assumed to be 10°ro of the AI~T. Apph~ing this industry standard to the project, Hyatt Place Hotel could contribute 11 peak period trips. For these reasons a TIS is not recommended as project traffic would ha~Te a less than significant impact. Project traffic Generation would be negligible. PG&E Letter PG&E requests include: that they are consulted early in the planning process for the project, that the City note the presence of the transmission tower on the project site, that access is provided to the tower.. and that we acknowledge that they may have to expand their facilities to provide ser<lice to development projects. Tl'ie ie~~er from PGc:I~ appears to be a standard reply. The Citrv l^ia.s involved PG~E iii tiie planning process b~% circulating the project for review and comment. The site plan clearly identifies the presence of the transmission tower and its 32 foot easement. Building setbacks are a minimum of 29 feet. from the outside of PG~:;E easement. Site circulation area abuts the tower thus providing additional access to the tovl~er. The site has been included in planning documentr_ 22~°velopment since the 1980`s:. at the onset P.edevelopment Agency H~~att Place Hotel at ~~0 Gatewa~~ Boulevard December 10. 200 Pare 6 of of the Gateway Specif=ic Plan planning process. The environmenta:~ process marlcs the formal start of project planning. All environmental documents have been and continue to be routed to PG&E for comment. The letter notes the presence of electric and magnetic fields (EMF). The letter goes on to state that "There is no scientific consensus on the health effects of EMF exposure, but it is an issue of public concern. PG&:E relies on organizations and health agencies such as the California Department of Health Ser<~ices, U.S. Environmental Protection Agency and the Electric Power and Research Institute to review research on EMF and provide a foundation for developing policies.'' This comment is noted. California Department of Health Sen~ices, U.S. Environmental Protection Agenc;T and the Ccmnnittee en Interagency F.a.diation Research and Policy Coordination websites were reviewed (~~~~.lessemf.com/p:~.mph].et.html) and confirm the comment by PG~E; to date there is no scientific consensus as to the effect of EMF. Further, the project does not propose a sensitive land use such as a school or re:~ider~tial use. Staff and the City's environmental consultant met with the applicant and his contractor to confirm his understanding of the mitigation measures prior to circulating; the HIND for review. The applicant has agreed to the mitigation measures outlined in the MND. CONCLUSI©l~: Based on the attached Findings and subject to the attached Conditions of~Approval, staff is recommending the Redevelopment Agency, by motion; approve the applications associated with the proposed hotel at .~50 GatewaST Boulevard, including the Mitigated I~fegative Declaration. The proposed project is consistent with the Cit~~'s General Plan anti will be an asset to the Gateway Redeveloprr~ent area. ,I ( f~/ ~---~~ ~,k~ ~'± ~\ f ~\ By:l _~ d..~,~~~.~-~-%.~~` .Approved: ~~~~° ` ` ~!\~ ~.i Marty Van Duyn ~~ ~`~` Ba`r`ry M. Nab 1 Assistant Executive llirector Executive Dire'ct~r -23- Redevelopment AQenc~~ Hvatt Place Hotel at ~~~0 Gateway Boulevard December 10. 2008 Page 7 of 7 ~~arhmPnt~e• 1. Draft Findings of Approval 2. Draft Conditions of Approval 3. Project Rendering 4, Design Revie~N Board Minutes August 2:1, 2007 October 16, 2007 February 19, 2008 October 21, 2008 ~. Construction Sustainability Letter, Tucker Engineering, dated November 24, 2008 b. Mate Clearinghouse letter, dated November 7, 2008 7. Comment Letters -Mitigated Negative Declaration (CalTrans &: PG&E) 8. Sign Paclcage Summary 9. Preliminary Transportation Demand Management Prograrr~ 10. Plans Px~eviousl~~ Circulated to ~ede~Telopment Agency Membexs fob ~e~~ievv: 1. Mitigated Negative Declaration -delivered November 26; 2008 -24- FJ' 1`~D~T~~ S 0~ ~,PPDd~~' A ??may ry ~7~~'~~TryT P~,A7C'E H~~, ~L - X50 GAT)J~'A~' ~~ry~Jf~~,:~~ry~~7~,~ 6`n P43 /`®~ 1.3: F P~!-~~~~, 1~~~~-~V~~, ~7~ ~-®~~~, SF~~F,T~i~ /-VQ~~ /, T~lY~~~-Y)U~.3 (As ~eeorr~a~ene€ed b~~ the. Manning Division, Dee~~rnbe~~ ~Q, 2405) As required by the "South San Francisco IVlunicipal Code" (SSFMC Section 20.~7.~90), the followin~7 findings based on the standards outlined in Section 20.7 of the SSFMC are made in support of a Precise Plan Application, including a Mitigated Negative Declaration, and Variance for a Hyatt Place Hotel at »0 Gateway Boulevard, in accordance ,,vith SSFMC Section 20.7, based on the attached Conditions of Approval.. the Mitigated Negative Declaration; the attached Transportation Demand Management Plan; the material samples including project renderings attached to the staff report (completed by DES Architects), the project plans (completed by Lee Gage Associates, Inc. and Sierra Designs, Inc.), and information p:rovide:d at the at the public hearing on December 10, 2005. A. The Hyatt Place Hotel project proposed in the precise plan is compatible with the intent and purpose of the Gateway Specific Plan because the project co~zsists of constructing a new hotel on a vacant parcel with the Specific Plan area. "Hotels,, motels and related facilities and services" are specifically listed in the "Uses Permitted" :;ectiori of the ordinance. B. The development and/or construction standards proposed for Hyatt: Place Hotel project are designed to achieve compliance with the development and/or construction standards of the Gateway Specific Plan. The proposed project is designed to achieve compliance ~~ith the development grid construction standards in the Specific Plan because; a. the entire site will be redeveloped with a new building and new landscaping; b. the buildings will be clad in high qualit~~ exterior building; materials such as stone, spandrel and vision glass and cement plaster; c, the e~rterior design has been vetted by the Design Review Board where a number of design and material changes were suggested and eventually incorporated into the plans; d. the exterior design is attractive on all four sides; e. the building is designed to reduce interior noise levels within the, building caused by near-by roadways and highways, and overhead airplane flight paths;. f. noise generated on site during construction has been mitigated to the extent possible through mitigation measures outlined in the Mitigated Negative Declaration: Q, the buildings will be built to meet or exceed current: Building Code requirements for energy conservation; and h. erosion control during the construction portion of the project will be monitored by the City%° s Water Qualit~T Control Division using their standard condition of approval. - -25- C. The proposed project is consistent with the redevelopment: plan because it activates a properry that is currentl~,~ vacant. The proposed project is a hotel; acid as a corrunercial use... a hotel will tape advantage of the superior environment including the areas bustling biotechnology and Iife sciences industry, as well as the nearby San Francisco International Airport. D. The propose project (precise plan) is consistent with the Ger:~eral Plan because the General Plan land use designation for the site is "Business Commercial". 'The Business Commercial designation specifically identifies `hotel' as a category of use that should be encouraged in -this area of the City. E. A variance for the proposed project should be granted because the required 20-foot setback between the building and the parking area results in practica:~ difficulties and is an unnecessary hardship. The proposed substandard setback is proposed on the rear of the building and a substantial amount of landscaping to compen:~ate for the reduced setback. Further, the applicant is proposing public art as an additiona:~ aesthetic remedy to the reduced landscape provided around the perimeter of the building. F. An Initial Study (October 2008) was prepared for the Project and based upon the. findings contained therein and incorporated herein by reference, a draft Mitigated Negative Declaration, along with the Initial Study (October 2008) was circulated for public and agency review. The public review period commenced on October 8, 2008 and concluded on November 7, 2008 (State Clearinghouse X2005102029). The documents were. prepared pursuant to CEQA Guidelines section 1070, identifying mitigations that would avoid or mitigate the potential environmental effects of the Project to a point where clearly no significant effects would occur. The location and custodian of the: Mitigated Negative Declaration, including comments and responses and other docurne;nts that constitute the record of proceedings for the Project is the Chief Planner; Planning Division of the Cite of South San Francisco, 31 ~ Maple Avenue; South San Francisco, C.A The Cite received two comment letters on the Mitigated Ne«ative Declaration. The comments and .responses are attached to the staff report date~3 December 10; 2005 and incorporated herein by reference. The responses provide t:he. Cit~~'s good faith, reasoned analysis of the concerns raised by the comments. The Redevelopment Agency reviewed the staff report.. the Mitigated Negative Declaration and related comments and responses at a noticed public meeting on December 10; 2005 at which time all interested parties had the opportunit~~ to be heard. The Mitigated Negative Declaration, including comments and responses; reflects the Redevelopment Agency's independer.~t judzTrnent and analysis on the potential for environmental impacts from the Project; and Consistent with CEQA section 21051.6 and CEQA Guidelir.~es section 1 X074, the Cin~ prepared a Mitigation Monitoring Program.. included in Chapter 3.17A of the Initial Stud~,~, incorporated herein b~T reference, designed to ensure compliance with the adopted mitigation measures during implementation of the Project. _~ -26- C~I`~T~~TIOI~S ~r APPJ~~~~~.~L I~'1~'I"p ~~ A CE ~C~TEL - s 50 Cr AT)~ Vie' ~~. )~-~}~Jl`,E~' A R>0 P07-00'73. 1pP07-0®Og, T~T~Q7-000, ~'A1~07-0®04, S~~?~T~907-007, TDM08-000. (As recoin~endecl by the Planninb Divisia~a, Jdece~ber 1Q', Z'008} A. Planning Division ree~uireffien~s shall be as fallov~~s: The project shall be applied and erected substantially as indicated on the plans dated 11/21/2008, prepared by Lee Gage & Associates, Inc.; the landscape plan dated 8/10/08, prepared by Sierra Designs. Inc.:. and the project renderin;s prepared by DES Architects and included as an attachment to the Staff Report dated 12/10/08. 2. The applicant shall follow the City of South San Francisco, Department of Economic and Community De~Jelopment, Planning Division, Standard Conditions and Limitations for Commercial. Industrial and Multi-Family Residential Projects. The applicant shall comply with the Mitigation Measures idc;ntified in the Mitigated Negative Declaration, dated October 2008. 4. There shall be no outside storage of materials and equipment. All outside storage shall be ~~ithin building structures or other enclosed areas approved ~by the. Chief Planner. ~ . Prior to' submittal for building permits, the applicant shell provide plans to the Chief Planner for re~~iew and appro~~al that show the location of~ all utilities, utility- boxes, and standpipes. Al.l utilities and standpipes shall be screened and/or located out of view of the public right of way. 6. The applicant shall implement the measures outlined in the `rucke.r Engineering letter dated November 24z~', 2008 outlining "Green" initiatives for the duration of the construction process. 7. Prior to the issuance of building permits., the proposed public art shall be submitted by the applicant for reviewed azld approval by the Cit~~'s Economic, and Community Development Director. 8. Prior to the issuance of building permits; the applicant shall submit a roof plan for the ninth floor of the structure for review and if acceptable, approval by the Chief Planner. 9. All rooftop mechanical equipment shall be screened and/or enclosed. The desi6n of the screen and/or enclosure shall be reviewed and if acceptable, approved by the Chief Planner. -27- 1 U. The applicant shall finalize the Preliminal-~~ Transportation Demand 1Vlanagement program (attached tC Staff RepOl~j. alid sUui27it it Ior revleV~', gild if acceptable. approval b}% the Chief Planner. 11. The applicant shall implement. manage, and update as necessary the final Transportation Demand Manaygement program for the life of the project. 12. The applicant shall pay for a third party plan check revieu% to ensure that the project plans are consistent with the plans and renderings presented during the project approval hearing. 13. In accordance with South San Francisco Municipal Code Section 20.11.030, prior to issuance of a building permit the applicant shall pay the re:quisi~:e childcare fee. Currently the fee for "hotel/visitor services" use is $0.18 per gross square feet of building, but is subject to annual increases. The current fee for the subject project is (109;490 sq. ft. x .l 8) $1.9,708.20. (Manning Division contact person: CTerr~~ ~eaudin, Senior Planner (~~Oj 577-S~~sj B. Engineering Division requirements shall be as follows: STANDARD CONDITIONS The developer shall comply with. the applicable conditions of approval far commercial projects, as detailed in the Engineering Division's "Standard Conditions for Coizunereial and Industrial Developments"; contained in our "Standard Development Conditions" booklet, dated Januar~~ 1998. This booklet is available at no cost to the applicant from the Engineering Division. ?. SPECIAL CONDITIONS A. A grading permit shall be obtained from the Engineering Division. The developer will be responsible for paying for all fees, bonds; plan ch.ecling and all associated fees for the grading permit. The developer urill also »lace a cash deposit of X30,000 io pay far all onsite, S ~+~~PPP compliance, grading compliance and dust control inspections. B. Prior to the issuance of a grading permit, ail updated geotechnical report shall be submitted; reviewed and approved by the Engineeri.n~; Division. The developer shall place a X5,000 cash deposit ~~ith the City for the peer review of the Geotechnical Report. --28- C. The developer shall remove and replace any broken sidewalk frontinff the project. Tl~e new sidewail: sl`iail compl~% with the City standard detail and shall provide Caltrans standard handicap ramps. A11 work shall be done. at no cost to the Cite, D. The developer shall remove the loop detector and install a video detection system for the traffic: signal system which shall be approved by the City. The developer shall be responsible to pay for all improvements to the intersection. E. The drive aisles onsite shall be a minimum of 25' wide. There are areas on the plan where the drive aisles are less than 2~' wide. F, The ramp to the lower parking garage shall have a grace no ~?reater than 12%. G. The developer shall incorporate bio-grassy swales and other Best Management Practices as stormwater measures within the project and shall be approved by the Engineering Division and the Environmental Compliance Manager. H. The existing sanitary sewer cleanout shall be replaced with a sanitary sewer manhole and shall be installed onsite; near the property line. I. The developer shall coordinate work with California Water Service for all water utilit~~ work. J. The developer shall obtain an encroachment permit for any work performed in the City's right-of-waST and pay all associated fees, deposit andior bonds. The developer shall submit an Engineer's estimate for all work performed in the City` Bright-of--way and place a bond or cash deposit for said work. K. Prior to the issuance of a Building Permit for the project, the applicant shall pay the val-ious fees as detailed belov,~. 3. OYSTER POII~TT OVERPASS CONTRIBliTION FEE Prior to receiving a Building Permit for the proposed new office/RED development; the applicant shall pay the Oyster Point Overpass fee, as determined by the Cii~T Engineer; in accordance with City Council Resolutions 102-96 and 1 ~2-96. The fee will be calculated upon reviewing the information shown on the applicant's constnzction plans and the latest Engineering News Record San Francisco Construction Cost Index at the time of payment. The estimated fee for the. entire subject 105,36 GSF office and R&D development is calculated belov~~. (The number in the calculation; "9071.91 "; is the October 2005 Engineering News Record San Francisco construction cost index; uThich is revised each month to reflect local irfl ation changes in the construction izid~astrrT~. l Trip Calculation --29- 166 rooms ~a 12.E trips per 1000 gsf = 1.295 new vehicle trips Contribution Calculation 1,298 trips X ,x;154 X (9071.91/6552.16) _ ~ ?76,764. 4. E.gST OF 101 TR_gFFIC IMPACT FEES Prior to the issuance of a Building Permit for any builclir.~g within the proposed project, the applicant shall pay the East of 101 Traffic Impact: -fee, In accordance v,Tith the resolution adopted b~~ the City Council at their meetinl; of May 23, 2007, or as the fee maybe amended in the future. Fee Calculation (effective September 24. 2007) 166 Hotel Rooms n. $1.065.49 per each square foot = ~ 176.871.34 Traffic Impact Fee = ~ I76,87~. ~4 V. SEV~rER SYSTEM CAPACITY STUDY AND IMPACT FEE The City of South San Francisco has identified the need to investigate the condition and capacity of the sewer s~Tstem within the East of 101 a,-ea, dov~mstream of the proposed office/R&D development. The existing sewer collection :system was originall~~ designed many years ago to accommodate warehouse and industrial use- and is now proposed to accommodate uses, such as offices and biotech facilities, with a much greater sewage flow. These additional flows, plus groundwater infiltration into the existing sewers, due to ground settlement and the age of the system, have resulted in pumping and collection capacity constraints. A study and flow model is proposed to analyze the problem and recommend solutions and improvements. The applicant shall pay the East of 101 Sewer Facility Development Impact Fee, as adopted by the Cite Council at their meeting of October 23; 2002. T`he adopted fee is X3.19 per gallon. of discharge per day. It is deten_nined that any use in the East of 101 generate 400 gallons per day per 1OC10 square feet of development. Based upon this calculation, the potential fee would be, if paid this year: 0.4 g/sf (400 gpd/1000 sq. ft.) x X3.19 per gallon x 108,900 sq. ft. = SI38,9j6.44 The sewer contribution shall be due and payablE: prior to receiving a building pA.rmi~: fnr each phase of t_h_e devel.npment. Total estimated fees: --30- Qyster Point Cve~pass Fee S ?7~,,7®z.ll.~ East of 101 Traffic Impact Fee S 17~,,S7I.~ East of 101 Sewer Impact Fee ~ I3~,,956.~€1 Total ~ 5~~'~.,Sg1.7 7 (engineering division contest, Sain Bautista, Senior Civil engineer., (6~0) ~2g-6~~?} C'. ~i~ater ~ualitST recluireinents shall be as follov~rs: The following items must be included in the plans or are requirements Gf the Stonnwater and/or Pretreatment programs and must be completed prior to the issuance of a permit: 1. A plan showing the location of all storm drains a11d sanitary sewers :must be submitted. 2. The onsite catch. basins are to be stenciled with the approved San Mateo CoLU~tywide Stormwater Logo. 3. Stoz-m water pollution preventions devices are to be installed. A combination of landscape based controls (e.g., vegetated swales, bioretention areas, planter/tree boxes, and ponds} and manufactured controls (vault based separators, vault lbased media filters, and other removal devices;) are required. Existing catch basins are to be retrofitted with catch basin inserts or equivalent. These devices must be shown on the flans :prior to the issuance of a permit. If possible, incorporate the following: • vegetatedJgrass swale along perimeter • catch basin runoff directed to infiltration area • notched curb to direct runoff from parking area into swale • roof drainage directed to landscape • use of planter boxes instead of tree ~•ates for storrnwater treatment 1v~a11ufa.Ct'ured. drat! !nserls alG!le are 1lGt aCCeptable Ll~ley rn'LZSt be, 1!a1LL i 1f a 11c"•Qtll!elit Lla~rl. One of the following must be used u1 series with each manu:E'actured unit: swales, detention basins, media (sand) filters, bioretention areas, or vegetated buffer strips. Treatment devices must be sized according to the WEF M:et:hod or the Start at the Source Design. Please state what method is used to calculate sizing. 4. Encourage the use of pervious pavement where possible. --31- ~. The applicant must submit a signed maintenance agreement for the stonn~~Tater pollution ~~~ p~eventior~ devices installed. Each maintenance agreement v,~iil require the inclusiozi o~ uie follou~in~ exhibits, a` A letter-sized reduced-scale site. plan that sho«~s the locations of the treatment measures that v,~ill be subject to the agreement. b. A legal description of the property. c. A maintenance plan, including specific long-team maintenance tasla and a schedule. It is recommended that each property owner ~be required. to develop its own maintenance plan, subject to the municipality's approval. Resources that may assist property ov~mers in developing their maintenance plans include: i. The operation manual for any proprietary s}stem purchased by the property owner. 6. Applicant must complete the Project Applicant Checklist fo:r TIPDES Permit Requirements prior to issuance of a permit and retuni io the Technical Services Supervisor at the W~~P. 7. Landscaping shall meet the following conditions related to reductio~7 of pesticide use on the project site: a. ~~~11ere feasible, landscaping shall be designed and operated to treat stormwater runoff by incorporating elements that collect, detain, and infiltrate runoff. In areas that provide detention of water, plants that are tolerant o~n saturated soil conditions and prolonged. exposure to water shall be specified. b. Plant materials selected shall be appropriate to site specific characteristics such as soil type, topography; climate; amount and timing of sur.~liirht, prevailing «~inds; rainfall, air movement, patterns of land use; ecological consistency and plant interactions to ensure successful establishment. c. Existing native trees; shrubs; and ground cover shal]. be retained and incorporated into the landscape plan to the maximum extent practicable. d. Proper maintenance of landscaping; with minimal p~es,:icide use; shall be the responsibilit~~ of the property owner. e. Integrated pest management (IPM) principles and te.c)-iniques shall be encouraged as part of the landscaping design to the maximum extent practicable. Examples of IPM principles and techniques include: i. Select plants that are well adapted to soil conditions at the site. ii. Select plants that are well adapted to sun and shade conditions at the site. In making these selections, consider future conditions ~,vhen plants reach mYaturit~~. as vvell as seasonal changes. --32- iii. Provide irrigation appropriate to -the water requirements of the selected plants. iv. Select pest-resistant and disease-resistant plants, v. Plant a diversity of species to prevent a poteni:ial pest infestation from affecting the entire, landscaping plalz. vi. Use "insectary%" plants in the landscaping to attract and keep beneficial insects. S. Roof condensate must be routed to sanitary sewer. This must be shown on plans prior to issuance of a permit. 9. Trash handling area must be covered; enclosed and must drain to sar.~itar5~ sewer. This must be shown on the plans prior to issuance of a permit. 10, Loading dock area must be covered and any drain must be con~7eeted to the sanitary sewer system. This must be shown on plans prior to issuance of a pel-mit. 11. Install separate water meters for the building, landscape, and ar~y food service facility. 12. The applicant must install a Grease interceptor. The interceptor must be connected to all wash sinks, mop sinks, and floor sinks and must be upstream of the domestic waste stream. Sizing of the interceptor must be in accordance with the uniform phur~bing code. This must be shown on the plans prior to the issuance of a permit. 13. A signed maintenance agreement for the grease interceptor must be submitted prior to occupanc~~. 14. Applicant will be required to obtain a food facility permit. C:ozltact Craig Lustenberger at Water Quality Control (6~0) 829-882 prior to the beginning of operation. 1 ~ . Fire sprinkler system test/drainage valve should be plumbed into the sanitary sewer s~Tstem. This must be shown on the plans prior. to issuance of a permit. 1 ~ ~ rn~ctr„rtiC,-1 Ct(„•,•r Z~later P~11,,Ati~n Prez~entipn Plan miict lJe s„hn~ittPd and apprnt~ed print 1V 11 VV 1J Ll L4VL 1 LJ J11 1 k 1 to the issuance of a permit. 17. Plans must include location of concrete wash -out area and location of entrance/outlet of fire wash. 18. A grading and drainage plan must be submitted. 9. H n erosion and sedlnierlt control plats !Masi be Subrilitted. -33- ~. Applicant must pay sewer connection fee at a later time based on anticipated flaw, BOD and TS S calculations. 1. Dust file a Notice of Ternzination with the ~~QCP when the project is completed, ~'?. Oti~rner must complete the CinT of South San Francisco Storrrlwater Treatment 1\feasures Maintenance Agreement and file with the Count~% Recorders Office. 23. Please have applicant contact Cassie Prudhel at Water Qualit~% Control with any questions. (650) 829-3840. ('~!'ater ~)ualit~~ Control Plaa~t contact, Cassie Prudhel, 't'echnical Ser~Tices Supe~~isor, X650) 82g-3840) )i3. Police )department requirements shall be as follows: A. Municipal Code Compliance The applicant shall comply with the pl•ovisions of Chapter i 5.48 of the Municipal Code, "Minimum Building Securit~~ Standards" Ordinance revised May 1995. The Police Department reser~~es the right to make additional securit~~ a.nd safety conditions, if necessary, upon receipt of detailed/revised building plans. B. Building Securit~~ 1. Doors a. The jamb on all aluminum frame-swinging; doors shall be so constructed or protected to uTithstand 1600 lbs. of pressure in both a vertical distance of three (3) inches and a horizontal distance of one (1) inch each side of the strike. b . Glass doors shall be secured with a deadbolt locks with minimum throw of one (1) inch. The outside ring should be free moving and case hardened. c. Employee/pedestrian doors shall be of solid core wood or hollov~~ sheet 1 The locks shall be so constructed that both the deadbolt and deadlocking latch can be retracted by a single action of the inside door knob/lever/turnpiece. A double-cylinder deadbc>]t lock or asingle-cylinder deadbolt lock v~~ithout a turnpiece may be used in "Group B" occupancies as defined b;% the Unifonr~ Building Code. Wl-ien used; there must be a readily visible durable sign on or adjacent to the door stating "This door to remain unlocked during. business hours". ~°mploying letters not less than one inch high on a contrasting background. The locking device must be of t•>~pe that will be readily distinguishable as locked; and its use rna}~ be revoked by the Building Ofi~cia] for due cause, -34- metal with a minimum thicla~ess of 1-3/4 inches and shall be secured by a dead'oolt ]ock' with minimum throt~% of on~~ (1 j incri. Locking hardware shall be installed so that both deadbolt: ~~nd deadlocl~ing latch can be retracted b~% a single action of the inside knob. handle. or turn piece. d. Outside hinges on all exterior doors shall bE: provided with non-removable pins when pin-type hinges are used or shall be provided with hinge studs, to prevent removal of the door. e. Doors with glass panels and doors with glass panels adjacent to the doorframe shall be secured with burglar~~-resistant glazing2 or the equivalent, if double.-cylinder deadbolt locks are not installed. f. Doors with panic bars will have vertical rod panic hardware with top and bottom latch bolts. No secondar~~ locks should be installed on panic- equipped doors, and no exterior surface-mounted hardware should be used. A 2" wide and 6" long steel astraga:. shalJ~ be installed on the door exterior to protect the latch. No surface-~motu~ted exterior hardware need be used on panic-equipped doors. g. On pairs of doors, the active leaf shall be secuz•ed with the t~Tpe of lock required for single doors in tlus section. Th.e inactive leaf shall be equipped with automatic flush ehrtension bolts protected by hardened material with a minimum throw of three-fourths inch at head and foot and shall have no doorknob or surface-mounted hardware. Multiple point locks, cylinder activated from the active leaf and satisf~Iing the requirements, may be used instead of flush ~~olts. h. Any single or pair of doors requiring locking at t]ze bottom or top rail shall have locks v~~ith a minimum of one throw bolt ai. both the top and bottom rails. 2. Windo«~s a . Louvered windows shall not be used as t:aey pose a significalit security problem. b . Accessible rear and side windows not ~~iewable from the street shall consist of rated burglary resistant glazing or its Equivalent. Such windouTs that are capable of being opened shall bf; secL~red on the inside with a locking device capable of withstanding a force of two hundred- (~UUj lbs. applied in any direction. -, _ -x/16" securit~% laminate, 1/4" polycarbonate, or approved securit~~ film treatment, minimum. -35- c . ~ecor~dary locl;inQ devices are reC011ll11eI1G'.ed on all accessible ~%iiidov,Ts that open. 3. Roof Openings a. All glass skylights on the roof of any building shall be provided with: 1) Rated burglary-resistant Mass or g ass-like; acrylic material.' or: 2) Iron bars- of at least 1/2" round or orie by one.-fourth inch flat steel material spaced no more than fi~~e inches apart under the skylight and securely fastened. or: 3) A steel grill of at least 1/8" material or two inch mesh under skylight and securely fastened. b. All hatchway openings on the roof of any building shall be secured as follows: 1) If the hatchway is of wooden material, it: shall be covered on the outside. with at least 16 gauge sheet steel or its equivalent attached with scre~Ts. 2) The hatchway shall be secured from the :inside with a-slide bar or slide bolts. The use of crossbar or padlock must be approved by the. Fire Marshal. 3) Outside hinges on all hatchway openings shall be provided with non-removable pins when using pin-type lunges. c. All air duct or air vent openings exceeding ~5" x 12" on the roof or exterior walls of any building shall be secured by covering the same with either of the following-: 1) Iron bars of at least 1/2" round or orie by one-fourth inch flat steel material spaced no more than five inches apart and securely fastened. or: 2) A steel grill of at least 1/8" material or two inch mesh and securely fastened and 3) If the barrier is on the outside, it shall be. secured with galvanized rounded head flush bolts of at least ? /S" diameter on the outside. -36- ~. Lighting a. All exterior doors shall be provided ~Tith their own Iight source and shall be adequately illuminated at all hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for. persons exiting the building. b. The premises, uThile closed for business after dark, must be sufficiently lighted by use of interior iucht-lights„ Parking areas shall have a minimum of three foot candles. c . Exterior door; perimeter, parking area, and canopy lights shall be controlled by photocell and shall be left on during hours of darkness or diminished lighting. ~ . Numbering of Buildings a. The address number of every commercial building shall be illuminated during the hours of darkness so that it shall be easily visible from the street. The numerals in these numbers shall be. no less than four to six inches in height and of a color contrasting with the background. b . In addition; any business, which affords vehicular access to the rear through any driveway, alleywa~~, or parlina, lot; shall also display the same numbers on the. rear of the building. 6. Alarms a . The business shall be equipped with at least a central station silent robbery alarm s~Tstem. NOTI~: To avoid dela~Js in occupancy, alarm installation .steps should be taken well in advance of the final inspection. 7. Traffic; Parking; and Site Plan a. Handicapped parking spaces shall be clearly marked and properh% sign posted. NOTE ; For additional details; contact the; Traffic Bureau Sergeant at (b~u j b. Traffic Flow, Parking. and Site Plan required -37- C. P110tnmet,-ir. Plarl. o. Security Camera System a. Propert~~ or buiiding entrance and lobby garage areas muss be aonitored by a closed circuit tele~~ision camera s~Tstem. Recordings roust be maintained for a period of no less than 3~ da;}'s. b. 't'hese cameras will be part of a digital surveillance s3Tsterrr, .which «~ill be monitored orr-site and accessible on the. ~Vc-rld ~%ide ~'eb. c. 'f'hi.s system must be of adequate resolution a.nd color rendition to readil~7 identif~j any person or vehicle in the event a crime is committed, an~~There on the premises. 9. lviisc. Security IVieasures a. Commercial establishments having one hundred dollars or more in cash on the premises after closing hours shall lock such money in an approved type money safe v~Tith a minimum rating of TL=1 ~. (Police Department contact, Sb . ,fon Kailas, (6~0) 877-8827} ~. dire Iepartment requirements shall be as follows: 1. All buildings require fire sprinltilers. Please submit separate plans. 2. Plans shall confon~n to NFPA 13 and Cite of South. San Francisco Municipal Code, Section 1 ~ .24.110. 3. Exrterior canopies and overhangs require fire sprinklers, 4. All fire sprir~hlers piping in the parking garage shal:'~ be corrosion resistant, either painted or galvanized. ~ , All buildings require fire alarms. Please submit separate plans. 6. Provide ahorn/strobe at the front of the building. which will activate upon fire sprinkler or alarm notification. Plans shall conform to NFPA /2 and Cit~T of South San Francisco Municipal Code, Section 1~.24.1~0. 7. All buildings require fire extinguishers. -38- 8 ~ Pro~?ide adequate prel~i se identification (address) on the building per the Cite of South San Francisco h~unicipal Code.. Section I x.24.100. 9 ~ Provide smoke control management system for the hi._7h rise building in accordance with Californa Fire Code (CFC). 10. The building garage shall be equipped with a fire communication s~rstem. Due to the radio transmission interference problems caused by below-grade parking structures; the Fire Department requires additional communication infrastructure to be located within the garage to maintain communication b~~tuTeen fire creuJs, incident corrunanders. and county communication. 11. Building shall be equipped with a fire pump and water storage as required by the California Fire Code (CFC). y Fire J~epart~raent eontaet, leis 11a~ilva, ~+ire I~~ars~a~, (650) ~:5~-665) _ ~- 3 9 .. ~ ~ ~ ~ `~ ""~ _ ..vy .` .~. _ _ _ c - ,_ _ ~~ ~ -- -- i - III' _J"-°~._J'~~'_;,~,,,~'~1 _l~'~"'~=7~~ ~~„~r°'"'~` 1-,~~"~ - ~ . :: -~ !,' ~ ,-_ .. _ .. _ ,. ~_ -.. _ _ -., _. _ _ .... _.._ r # - - - _ --- _ _ _ ~~ _ ~ ~ -_ _~ r - ~'~r t:. ::~ ~: F _ ~ ~, ~ ~ <~ ~ ~ ~r.. ~' ~ II Iy ++ //J////]'/f/ ~ JI If~t I ~I ~I.~ ,.c f 1~ ~!! ~ Y ~~~.~ - ,i~ r ~~ -~ _ I of ~#~-. !rte ~//~r_"~>~`r ~ '-~~ ~ ~~-~ ..~ ' .-~':~:1-- ~J_ ~ ,ems '~J=~J ~~ ~ s~ ~~ L:ilr~ ~ U:L' l~l.~ 4'~! '~`°- ~~- ~ 4 .5~~~„~~~~,°y- - - 4- ~ `L ~ ~: ~€ ~ "-4.' fc-. cY1. v II ~'I Suf ~~~~Lilt~., "cam k ~ ' ~r~~ ~'~k s r.,. - ` - .. -~ ~. ~ ram ~~ 1 ~;~ ~ ~ - I ,~1^,;;r - - ' - ~ ~ ,--=- ~4, _. ~l~~. f -, ~ .__.:F., n ?,,`'~~~` ter" !~- f >:~~ ? -~. s~ fP~ ~.~ ~3~ s ~ ~' ~w ~ ~ I~ ~~ ICI i ~~ ~ X~~ ~,J.~r~ry~ [''L~3Y ~' r 1 ~lh 'q; ~~ .~ ~ - ,~, ~ ~ ~ I , i _ ~_, J f . . 1 ~ ~ t r.s• 9 om . f~ s -~ - - - - " 6 ~~ ~ ~ ", y -~ I ~ (s .d -y _ ~ ~~~ . , .:- ~ r. ~~ t ~ T L ~ • ~~q ~ ~ - ~ eta ~' _ - ~ i ~ ~ ~ - ... Q ~-.iR~ .Ta`.-~ ,- O ~ a t y ~ rti~? O ~ . ~ ~T u11 .=a : ~ - - - ~ ~ ~ ~ Y _' - _ te ~ -'1 C ~C ~ ~ ~ -Ci^_- , w 2 ~,~ - - ~I t, - ~ -"~~ 'lY. _~~~~r ~ _ ,~; ~-, 5"F L - a k F f t ~ ~ , ,~ , 6 7 The Board had the following comments: i. Plant one Platanus acerifolia'Columbia', Columbia London Plane tree in the front yard - 15 gallon minimum size. 2. Open up the front entry to the office on the grouncs floor tc preverat the room from becoming a bedroom. _ 3. Provide a detail drawing r'or the cobblestone wall. Use_sp(tface block (natural stone colored, not gray) or similar architectural material. Recommend approval with conditions _ - OWNER Alejandro Ceja ,-='~ APPLICANT Alejandro Ceja ,,~%~ ADDRESS 472 Railroad Aye PROJECT NUMBER P07-0078 &,DR07-0049 PROJECT NAME Ceja Residence - 2nd Story Addition (Case~Pianner: Gerry Beauciin} .~' DESCRIPTION D,e;'sign Review of a proposed 2nd story addition to an ,,,existing Single Family DwE:lling in the High Density =' Residential (R-3-L) Zone District in accordance with -- SSFMC Chapters 20.20 ~ 20.85 ;` The Board had the following comments: 1. Rerrfove the security gate/fence system from the entry to the new unit. 2. Cfa~ange the size of the proposed two Walnut trees, and one Magnolia twee from 5 gallon size to minimum 15 gallon :size as street trees. r. r~ Recomrr`iend approval with conditions OWNER: SRI Krishna Enterpri APPLIC,SNT Vijay Patel ADDP.ESS 550 Gateway Blvd PROJECT NUMBER P07-0073, PP07-0001, VAR0~7-0004 & DR07-0046 PROJECT NAME Hyatt Place Hotel (Case Planner: Gerry Beaudin) DESCRIPTION Precise Plan, Signs, and Design Review applications for a 166 room, eight-story Hyatt PlacE: Hotel, including associated sub-surface parkinca, ;surface parking, public art, landscape improvements and a ~~ariance requesting a reduced building to parking sei:back at 55G Gateway Boulevard within the Gateway SF-ecific Plan District in accordance with SSFMC chapters 20.57, 20.85, 20.86. - 1 i - -41- The Board had the following comments: 1. Overhaul the design of the building to make ii more contemporar;~. Address issues such as verticality and exterior cr~ateriai quality. 2. F:evise the landscape plan to incorporate "bold ;~atch:;s" of vegetation. 3. F?evise the plant fist to include plants that are ire scam with the large buildings, for example, Arbutus marina is too small relative to the buildings and should be replaced with Poplar stands or similar larger plantings. 4, F:emove Eucalyptus from the plant list as it is not a recommended tree. 5. Consider relocating the accessible par i:ing stalls to reduce the chances of conflict with the driveways. 6. F:elocate and/or rotate the trash enclosure to make it less visible from the vehicular entry to the site. 7. Plant trees in the parking lot islands 8. C>n the plant list, reconsider the use of Little John bottlebrush (dated look), C;oprosma & Myoporum groundcovers (hardir~e~~s issues), Ivy Geranium (short life span) and Hardenbergia (attracts bE:e:~) 9. Add bioswales for parking lot runoff in addressing stormwater regulations. Revise and resubmit plans. 8. OWNE~ LBA Realty, LLC APPLICA~~IT Ken Jones ADDRESS 800-890 Dubuque Ave PROJECT UMBER P07-0075 & Signs07-0029 PROJECT NI~ME SSF Business Center Type "C" Sign ~~ (Case Planner: Chad Smalley) ~~ 4 DESCRIPTION ~`~,~ Type "C" Sign Permit to allow a IVlaster Sign Program at `; 800-890 Dubuque Avenue in Planned Commercial (P-C-L) ~~~,Zone District in accordance with SSFf~~C Chapters 20.24, ~~Z0.85 & 20.86. The Board had the following comments: 1. Reduce the monument sign height to 10 feet. 2. Confirm the sign regu~~ations for the mandatory towing and accessibility signage to for proper text Recommend approval with conditions '=t 9. OWNER Peninsula,~~'Pines L P APPLICANT Dr. William &; Duncan Lewis ADDRESS 842 Antoinette Ln PROJECT NUMBER P07-0071 & DR07-0045 PROJECT NAME Peninsula Pines -Exterior P,ern c>del (Case Planner: Chad Smalley) DESCRIPTION Design Review of exterior building and accessory structure improvements at the Peninsula Fines Apartment complex located on Antoinette Lane in accordance with SSFMC Chapter 20.85. _~~_ -42- DFw i~~iinutes October 10. 2007 Pair= . of '~ ~ • OWNS-R SRI Ii~•ishna Enterpri APPLICANT Vijay Patel ADDRESS 550 Gateway Blvd PROJECT NU]v_fBER P07-0073, PP07-0001; VAR07-0004. Signs07-0047 ~. DR07-0046 PROJECT NAME Hyatt Place Hotel (Case Planner Gerry Beaudin) DESCRIPTION "Re-submittal" -Precise Plan; Signs; Design Review & Variance applications for a l 66 room, eight-story Hyatt Place. Hotel, including associated sub-surface parking, surface parking, public art, landscape improvements and a variance request for a reduced building to parking area sc;tback at 560 Gateway Boulevard within the Gateway Spe:cific Plan Area in accordance . with SSFMC chapters 20.57, 20.85, 20.86. The Board had the following cot~•nents, I . Review your landscaping design. Plant species called out on the plans will not survive in SSF. (Rockrose, Guinea Gold, Hebe and :Leylandi Cypress will be short lived). 2. Prior landscape issues #4, ~7 c~ T8 from comments dated June 30.2007 have been addressed in the submitted plans, but ~3, r5, & ~9 have not been adequatel}~ addressed. 3. Relocate the trash enclosure. 4. Biowales are still missing from the plans for runoff in the parking lot area. If bioswales are found to be unworkable from an engineering perspective; incorporate more permeable hardscape. ~. Relocate the accessible parking stalls to reduce the chances of conflict with the driveways. 6. .Articulate the building with a combination of vertical and horizontal elements in an effort to accentuate the building. 7. :Redesign the porte cochere to improve its scale relative to the building and create a aiahter more modern aesthetic. 8. Redesign the roof to include more interesting roof elements. 9. :Provide abetter coordinated and more modern material and color pallet for the proposed building. Re-submi^ai re~e~ir eu. 8. ER: Cit)wiew Marbella, 280 LP APPLI~ T Watt Communities ADDRESS 2220 Gellert Boulevard Bldg D PROJECT NUMBER, P07-0096 k Signs07-0009 PROJECT NAM E ° "C" Sign Permit - So. Cit)~ Lights (Case Planne`r~Y<`Gerryy Beaudin) --~, DESCRIPTION Type "C" Sign Permit fo``r~Master Sign Program which includes both temporary and permanent•siQn,~ for the South City Lights development in the Multi-Family~R~~idential (R-3-L) Zone District in accordance with SSF1~1C Chapters 20.20, 20.85 & <~ 20.86 ,~ _ ~ q _ -43- OV~~?~iER SP~1 Krishna APPLIC~.]~'T ~~Tija•~~ Patel ADDRESS : ~0 Gateway Blvd ~ ,, ,, PROJECT NUMBER P07-00;x. liP07-0005. DP~Oi-0046 ~ 5i~ns0%-004; --~/'., PROJECT ~~r=.i~vii i~vall J~olel `~J ! ,~' [ /`~~`~ r~ ~, ,~ Case Pianne:-: Ge~-r~,~ }u eaudin j ~ ~- i/ ~ , Ef._~- ~~ DESCRIPTION "'lie-Submittal" -Precise Plan, Signs, Design Review Variance applications fora 166 room, nine-story Hyatt Place Hotel, including associated sub-surface parking. surface parking, public art, landscape improvements and a variance request for a reduced building to parking area setback at X50 Gateway Boulevard within the Gateway Specific Plan Area in accordance, v~Jith SSFMC chapters 20.7, 20.8, 20.86 The Board had the follov~~in~ comments: l , Blend the HVAC units with the building by ensuring that the louvers are painted to match other elements on the lower portion of the building and to match the spandrel at the. top of the building. 2. Revise your landscaping plans to incorporate larger tree species, consider a "Evergreen" coniferous trees. Plant min. 10 ft trucl: height "Palm Tree's". ~eeommend approval with conditions. _~n_ -44- I'~IiIN~TE~ ~C~I~ f ~ S,r._€~l F~A6~CP~Cr~ rl_~E~AF ~E~v`l=v~~ ~GA~u 61~ieeting of vct~ber 2~. 2®©8 TIPJIE: Q:00 P.M. MEMBERS PRESENT: Harris, Nilmeyer, Nelson, Ruiz and Williams MEMBERS ABSENT: None STAFF PRESENT: Steve Carlson, Senior Planner Gerry Beaudin, Senior Planner Linda A}ello, Associate Planner Billy Gross, Associate Planner Patricia Cotla, Planning TE:ct~nician Luis Da Silva, Fire Marshall Administrative Business: e 550 Gatewa}~ -Consideration and c;ornment of 9th story element - Increase detail (i.e. trim cap) to mat~;h the Sth story - Show the proposed additional floor on all elevations t L\arlcLanding Hotel Colors `,Colors submitted were approved. 2. OWNER `~-Iaslcins. Richard E TR APPLICANT A~.exandria Rea] Equities ADDRESS 400-4~0 E. Jamie Ct PROJECT NUMBER P08-058, Signs08-0047 R. DR08-0036 PROJECT NAME Type '~~" Sign -Alexandria ., (Case Planner: Gerry Beaudin} DESCRIPTION Type "C" Ma'sier Sign Program for Alexanch•ia Real Estate at 400-4~0 E. Jamie. Court in the Planned Industrial Zone (P-I) District in accordance ti'ltl-1 SSPP~C Chapters 20.3?, 20.70, 20.8 & 20.86 `- The Board had the follo~~c~ing comments: 1. Install a 3" to 4" bas e foundation for the,_monument si Qns. 2. Remove the Signage facing the BayTrail.`'~:_ Recommend I-~ppro~~aI v,~ith Conditions. ~~ _~~ _ -45- No~.Tember ?',. 200 ~: ~> <' ~+~, ~~~~~ ,> . ~~ `; ~~ °"l~ll~naYli~~ J %ijav H. Patel S~~1T1~R~~ ~QS~'~T~LI`T'~° S)~'R~'~C~S 284 EI Camino Real Redwood Ci~~, CA 94-061 Re: Planned "Green" Initiatives for -- Hyatt Place -- South San Francisco, CA Dear Mr. Patel V~%e al-e pleased to pro~,~ide the following list of items we currently plan to employ that would be considered "Green" during the construction process. The following list is for items that we will rewire as pant of our bidding documents and a condition of subcontractor bids and contracts: I) Al] aggregate is to be purchased locally, reducing carbon emissions caused by hauling material longer distances ?) The project grading will be designed with the intent of "balancing" the site, thus reducing the need to import or export fill ~) Any fial exported will be recycled and not disposed of at a landfill, thus taking dedicated trash disposal air space 4) Demo material; asphalt, green v~~aste, wood, meta] and concrete ~~~ill be recvc)ed ~) All concrete will be bought locally thus reducing carbon emissions 6) We t~~ill look to purchase fly ash, slag or recycled aggregate ready-mix concrete ?) All rebar will be mallufacttu-ed with recycled steel ~) All other metal framing will be constructed with recycled steel 9) All stucco will be purchased from local supplier redt~ci7g carbon emissions 10) Stucco will be supplied from recycled guiulite 1 1) All ne:w asphalt will be purchased fi-om local suppliers 12) All new asphalt ~~~ill be constructed over recycled Class II rock supplied from local suppliers 1 ~) All construction waste created during the constz~uction process; wood.. dryv,~all, metal, CoppP1` l~~lre and :,'011Crete ~x~ili disposed of b}~ separ at:[n`; illat~rial5 gild reC}%Cled. In additioli to the above items it is our intent to research and present options v,,~ith respect to Geothermal solar to heat water for hotel uses, Sincerely, T'~7CI~R L.N~Il~~R~~, IlQdC. ~~i~/I.D~ TZUSSI, David Rossi r = _ _' '~ '~ J i vn\~p"~1TV ~'-.'~+~nLJn SJilr - 4 6 -_~~ ~~t~= ~`..~. ~~~~:>~ t°12~hoi~~ q~L` ~C':~ ~`U~% _ iii ~t~~ ~C'~ ~~b~v .h "~~ ~'``~ ST~~~TE OF CALIFORIvI~_ t `~c^ ~ I ~`;' ~: ~ ~, ~.~ t' ~ ~~ ~J f'LJ ~ LI ~ ~1 V ~ 1.=/n ~~'Zl trl i f 1 V LT ~:=,L~ 1~ t~.r'tU n~ ~ ~ by ~ ~ ~~_- ~~~LICDFti1^ ~~ ~T_=,TF, '~L~.~P.I?~TG t-1 J17SE AND ~'LAl1r1~I:I~is UNIT _';_Iu.GL.D SCHZ'1AF~NEG~GEP. C-rJZ yRNOF_ _ T _.. lvovember %. 2008 ~ ' .- c Or PLq/,rN~ _ ~ ! iv ~ ~ y ' a\~ , ~' F DF CALIFe~~ D IP.ECTOF. ,. ~j4~€ i r ~` ~~ r- ~~~~~ - ~F Gent' Beaudin CitS= of South San Francisco 31 ~ Maple Avenue South San Francisco. CA 94080 1 j+.- ~•n. ; •~ ~. Subject: X50 Gateway Boulevard; South San Francisco, CA-Hyatt P_'~ace Hotel SCH~: 2008102029 Dear Gerry Beaudin: The State Clearinghouse submitted the above named IVlitigated Negative Declaration to selected state agencies for teviev`=. On the enclosed Document Details Report please note that the Clearinghouse has listed the state agencies that reviewed your docuunent. The rev=iew period closed on I~~ovember 6, 2008; and the comments fiom the. responding agency (ies) is (are) enclosed. If this comment package is not in order; please notify the State Clearinghouse immediately. Please refer to the project's ten-digit State Clearinghouse nw>sber in futtue correspondence so that we may respond promptly. Please note that Section 21104(c) of the California Public Resources Code states that: "A responsible or other public agency shall only make subst:antis=e comments regarding those acti~~ities involved in a project which are within an area of e:rpertise of the agency or which are r:,q_uired to be carried out or approved by the agency. Those: comments shall be supported b}= speciric documentation." These comments crre forwarded for use in preparing your final environmental document. Should v_ ou need more information or clarification of the enclosed comments, we recommend that you contact the commenting agency directly. This letter aclaao~x=ledges that you have complied u=ith the State Clearinghouse reviev~= requirements far draft environmental documents, pursuant to the California Environmental Quality= Act. Please contact the State Clearinghouse at (916) 44~-0613 if you have any questions.regarding the; environmental reviev,= process. Sincerely, ~.,_.~s F ~ ~~ ~ ~~ Terry P.oberts Director. State Clearinghouse Enclosures cc: Resources ligency 1400 ? 0th Street P.O. Boy. 30Q4 - ^ 4 7 _ito, California °5813-30 (916) a4-5-0613 B~~ {91b) JLJ-.7V 10 v,~v.opr.c~..gov ~~v~..r.oaarerar. r.>eeara~ ete~tr6E Mate C~E/arineu~®~;se C~ata has SC!~~ 2008'102029 ~roiec< t itle X50 Gatev,~ay Boulevard, South San Francisco, CA,-Hyati Place Hotel ead Agenc}~ South San Francisco, Cit}~ of Tyrr-e ialN~ f~^itlgated 1`vegatiVe iJeciaratiori Description The Project v~~ould construct an approximate 107,600 sf eight si:ory hoiel consisting or" 166 rooms and 154 parking spaces. The maximum height would be 92-feet above finished grade. The floor area ratio (FAP,) is proposed to be 1.24. ~ ~a~ ~~~nc ~ ~or~~act hiame Gerry Beaudin Agency City of South San Francisco Phone (650) 877-8535 email address 315 Maple Avenue City South San Francisco Fax Slate CA Zip 94080 ~rolect ~.ocation County San Mateo Cit}~ South San Francisco Region Lat /Long Cross Streets East Grand Avenue to the south/Oyster Point to the north Parcel IJo. 015 023 270 Township Range Section Base ~CQXIII"llt)/ fd: Highways ,4irports Railways l~i/a terwa ys Schools Land Use US 101 San Francisco International CalTrain San Francisco Bay °roject fssues AestheticNisual; Agricultural Land; Air Quality; Archaeologic-Historic; Biological P,esources; DrainagelAbsorption; Flood Plain/Flooding; Forest Land/Fire Hazard; Geologic,'Seismic; Minerals; Noise; Population/Housing Balance; Public Services; RecreationlParks; Septic System; Sewer Capacity; Soil Erosion/Compaction/Grading; Solid Waste; Toxic/Hazardous; Traffic/Circulation; Vegetation; Water Quality; Water Supply; Wetland/P.iparian; VVildlife; Landuse Reviewing P.esources Agency ; Department of Fish and Game, P.egion 3; Gal Fire; Office of Historic Preservation; ,4gencies Department of Parks and P.ecreation; Department of Water F;esources; Caltrans, Division of P.eronautics; California Highway Patrol; Caltrans, District 4; F;egional Water C2ualii~~ Control Board, Region 2; Native American Heritage Commission Date Received 10/08/2008 Start or P.eview 10/08/2008 End of f~eview 11 /06/2008 _~~ -48- Note: Blanks in data fields result from insufficient information provided by lead agency. mr `!t= n? C ~ ~>FNi/i-$UtiIPdF~"~ ~P.{i.A'S~T'7`4~r'T:%.I.T7Ti LS"(1~`~~C ~i~'1~" - ~,~'tr']~) S^?:1$?bF._~IV~UG~T' .r,~~`-~~ .5 GF ~~;L1 A~'~~,~ ~. E;. Ear ''366Cf ~~tit: iSiO'b ?SE-559 ~QVeri~'r b, ~~.g Sal G z ~~~6 ~~-1G1-22.1 SCE#2~DS 1G2G3S I~r. C7er~r Beaucsiny ~~eniox~~l,anner D~epartmez~t o#' ~©namic and ~Com:tnu~iit~ De~~opment Planning I?ivisian . Cite of youth Snn Francisco 315 Maple ~ventze South San Francisco, CA 9~0~0 Dear ice. ~3eaudan: Fl~.~: ypter pnwer.~ Fse energy e, /tcieni! thank you for confinuing ~o:.nc~~ucle the ~~alii=o~ni~a ~epen.t of T:cfu~,s~orta~iaz~ ~De~artmenf~ in fhe environmental revaew~ process .for.the 5~D Csate~ay Bouleu~~`d .~. ~Ivatt Place Hotel project. 'I~e fcil~v~ing cornmer~ts.~.~e:based .tin tl~e ivii~i.ga.#.ed NegafivW I3es~la:~~#it~n +(I~TD). ~s the lead agency, the City of Sou~i~ Seri ~Franciseo~is respc~nsihle for all prcctj~ec:'k ~zrta:tigaton, including ar~y r~eecied ympro~em.ents to:~st~te.hi~~h~vavs_'i~e project's fair share c:oi~t~.~utran, financing; schccluli~~g, impiemen#gtion~rtisparasibilit~e~ and lead agency .rriQnitc~:~ing shc~~ald be fully discussed. far ail proposed :~ritgafan measures: '''his infc~ririation ;~hi~uld~ also ~ presented in the i`/gitigafiar_ l~onat~rin~g ant:Repo~'ting.~'l~.n.of €~e en~iror~rne~atai da;~~ent. ~ea~ir4d raad~~~~, i_~provernents should ~~comp~eted pro?'to issuance of the~Ce`rtific~it~ Qf C3ccupancy, ~rr~~e ~D`T~ga~- ~'ee IuT.hTD;~pabe 3-81, sta~es.the~proje t u~lr.pa}~ a ~'rafl-ic ~napact ~Fee~("Tl~} in the ;~pproxiinate amount ~f $~i77;~~~~plu~s~ an~Qyster~l~oin't~~Ivover~reimburse~er~t :~rJ~; ~i'n'the a~nour~t a~ $283,5Q7_ 't'hese fees see tQ reii~ib~t~~~.the i~?ty far traffic in3pm~LFnenfs a~z~~~~;v. in place or piann~ and appr©ved in the~~i#:v'~s Capital.IinprQV~rni^nt ~;raj~ts Plan, ~ese:.~ts'uo fees ts~tai sppro°,irna~ly ~6:t,4fl~. This amount is not cansisfent.vvith ~~Che contribution axric~ti3~~af ~`t~5~,6~5 far raad~ay. improvements to the sua~rouridnb area n~ated on page 3-~~ of tI~R ~~~, Please verify. ~ra,~,~ic ~na~~sYs Plezse provide a detaiie~:T~fFic ~~mpact Sfud~+ ~'~'£S) for this project. include the i:~forrnatior~ dettiiled.belaw to. ensure: that pro~}ect-relgteci~ir~pacts to state..roaci~~aay facYlrtaos ~ thflrough{y assessed. '~ e rncou.: age. the pity, t~ ~cocrrdinate .prepara#ion .~i-the F>t~d~y ~~ifn ©ur office, aTtd we w©uld appt'e..^-iate the apport~nity ta~r~vie~~ the sca.~re of w~=k. 'o'ne ~>eparfm°n~'s "~'taz~e,j~r tern Frepcrrcrtion o~ ~"rc~,~Tte lrrrpac~ Studies'` sh.auld be, revie~ed.prior #o i.nitia~.ing ar`y traiftc ~tra~ysis "Caicrans imarrn-~s' modidiry czcrv~s Cu~fiimi~." - ~ "-49- /~ T .......' .... 7~Iovelt~ber ~, 2~~~ _ ~~a~~ ~~~ ti-ia p~-o~}ecE; it is a~ailii~i~:at try rQl:~v~~~n~ ~e~asitII.' T}~Cna~/Ww3x~,~~?.~. ^~ ~; t t~ (=-ia;=pp ,^T3`~~i~'.it~r9ia/~Il.i«~ S~Lii~s;fi"~i~•~~S"~:~i~iS~i2iEt~.~~a-r ~"t~e `i'I~ shou'td~inc~uci~. . uro~act l~~x~ps: ~'icinF~~ maps iegi:or~al location snap, .and ~: sitw~ pion ciea;; = snc~~uinW prci~~t access ia~ relatio.~ to:n~~'~a~r ~tat~.r~a~~wa~s..~r~es:s ~n~ e~ss t~or ai1_ project c©n~ponents shotz~d ~be c•learlv•ir#enaned: 5ta~e right o.i" ~`~:Y (I2~ shouli~~~ ciearl;~ ici°ntified. 't'he maps si~ould also include .prajerut driveways, local ~•aads rand an~ters~;ctiflns, parking, arad transit facilil:i~e:s. ~. ~m T'r~ftic ner::S.tu~.y:~riterse~ba~:: ~Pleaso snclt~de turning mop=aments per study ineersection in the diagrarn~ :Sinc:~ t}i~ pro~ecti5 close~•to L3S-10~, study in~~er~cctions shotzid it~cludc o~- rarnp and ofi'-ramp in.tersevt~ons. a#'U~-1QITFlasi Grand Avenue, and ~.~~-1ai,/gateway ~oulevard_ ~. inbou~d/.Qutun.d `~`~i.~ ~thro~~h..Fro~ect Dri'vov~~{ys: ~~'e wo~ilri ii,ke tQ see an ~iditAOr~al . d~Eo S.i?':.~~.'rwj~j~ frJ'y''t:~'°.'~:^'#I'"~~w3+'g' ~~:~ prr"J~'C~ .rir~~~~?'~~5 ~:o~'1"b ~' Sri U~t,~F ~RPA}r ~i~llr 'MLa~/ L LJV 1 • • • .µ V • 11 l r V A i. A WY;'l l:iV ... in~iou~ndf out:~und ~tr,~ic ; . ~-. Tri~~~~eneratic~n•'~a~i~::.~'3e~ase irlclu~tr project:-related t7.~•~~~;(.8~'~t:~Ui~, aistxibution., and assignment. 't'he .assitznptr~ns ~a~;d n3e'~hodoto~givs used ~to devjelc>p this information ski©uld detailed in the st:t3dy, .and should by. supported with aPprop~ate~da:.umentati®n. P'l:ease forv~rani o>7e hard'cop~~ and o.iie ~Ci:3 of the ~S .and its tr~n,3~3rtation related technical appendices in.cludi~~.the 5ynchra~o~at~ut sheets and a complete copy of the 'pranspc~rtation ~7emand IviariaRement~(~'D:~1) plan to~th~ address below as soon ~~s they are available. ~ancira Fiiie~an, '~'rAn~pc~rtation ~Plann~r. ~c~rrfrnur~iry Planning ~i~iee, .Ir~iail ~t:ation l~l~ Califc~rni~. ~3Q~`, Distzict ~ F:~3..Box Z~36.i~Q C~~.~1and; CA 94~~23-055 ~'ieasc iccl.free to~cs:Il•~r~~rr~il San.d>"~rinp~~i Qf my staff at~(~~,a~.~22-its o- sa.ndra~_z~°~an ~tiot.ca;::Qov with any.~cluestiria~s reg:ircling.~fhis letter. sincerely, ~` ~`' . r~U.. ~.c~ A C ARBOivT~ ~istncf $ranch ~hi~ei ~~a1 ~ezfelop~e>;tt -irate;~~~~=e~.~~~~i '~e~Q.~ c: t}tis. ~ e3-r-y ~~ot>°rts, ~t~te ~iLariughotase "~aftr~ns improvea motrifity a<vC~Ss CaT(r~rui~ " - 7 ~ - t ~ ~' ~ ~ ~ Land Services. 11 1 Almaden Blv~._ F.m. S 14, Sar. ~ ose. C,~ 9~ 11 October 30, 2008 Senior Planner Planning Division Dept. of Planning & Development Ciy of South San Francisco P.O.Box 711 South San Francisco, CA 94083 Attn: Gerry Beaudin Re: Response to MND Hyatt Place Hotel Project 550 Gateway Blvd., South San Francisco City's Ref: P07-0073, PP07-0001, SIGN07-0047, VAR07-0004 ~ DR07-0046 PG&E File: SJ 176 (Land) Dear Sir/ Madam, Thank you for the opportunity to comment on the Notice of Availability of a Mitigated Negative Declaration (MND) for the above Hyatt Place Hotel I~roject. Information provided in the MND did not specifically indicate tf'~e direct impacts on our gas and electric facilities. However, since PG&E has an oblig~~tion to provide the public vvith a reliable and safe energy supply as mandated by the California Public Utilities Commission (CPUC) and to comply with the guidelines outlined in General Orders 95 and 112. PG&E should be consulted during the development of the plan to ensure that the capacity, operational and maintenance requirements for it:~ gas and electric facilities are taken into consideration prior to approval of the final plan. Early involvement will allow us to assess cumulative impacts to our systems and to identify facilities that may need to be installed, relocated and or realigned as a result of the proposed general plan revision. Because engineering aind construction of our facilities may require long lead times, we encourage you t-o consult with us during the Initial Stages of your planning process. We WOUId Ilke t0 note that expanSlOn of Utlllty faCllltie5 IS a n~°CeSSary Consequence of growth and development. As development occurs, the cumulative impacts of new energy load growth use up available capacity in the utility system. In addition to adding new distribution feeders; the range of electric system improvernents needed to accommodate grovvth may include upgrading existing substations and building nevv substations and interconnecting transmission line. Comparable upgrades or additions would be required for our gas system as well. Environmental impacts associated uvith ne..~ and or relocated gas or electric facilities as a result of the proposed project should be fully addressed in the Final EIP. and; if appropriate, mitigation measures to minimize Gr el1f711nate SUCK Impacts Should be incorporated Info the doCUr n"i it aS '~fJ"li. -~'i- -51- PG&E owns and operates three i 15 f<\i ~ ovver lines which are located on the westerly side of the job site , ~n~ith one crossing the subject project vvhi~h runs through i=orbes Blvd.; going northerly towards and entering the subject parcel; and t..en going northwesterly , crossinv Gateway Blvd., continue going nor-thvvesterly. -i o promote the safe and reliable maintenance and operation or' these utility facilities; the California Public Utilities Commission (CPUC} has mandated specific clearance requirements between utility faciiities and surrounding objects or construction actlvtties. To ensure compliance with these standards, project proponents should coordinate with PG&E early in the development of their project plans. Any proposed development plans should provide far unrestricted utility access and prevent e«s~sment encroachments that might impair the safe and reliable maintenance and operation of PG&E's faciiities. Developers will be responsible for the costs associated with the relocation of existing PG&E facilities to accommodate their proposed development. Because these facilities relocations require long lead times and are not always feasible, developers should be encouraged to consult with PG&E as early in their planning sl:ages as possible. Relocations of PG&E's electric transmission and substation f~~ciiities (50,000 volts and above} could also require formal approval from the California Public Utilities Commission. !f required, this approval process could take up to two years to complete. Proponents with development plans which could affect such Electric transmission facilities should be referred to PG&E for additional information and assistance in the development of their project schedules. We would also like to note that continued development consi:~tent with your General Plans-will have a cumulative impact on PG~E's gas and eiE~ctric systems and may require on-site and off-site additions and improvements to the facilities which supply these services. Because utility facilities are operated as an integrated system, the presence of an existing gas or electric transmission or distribution facility does not necessarily mean the facility has capacity to connect new loa~~s. Expansion of distribution and transmission lines and related f~~cilities is a necessary consequence of growth and development. in addition to adding new distribution feeders, the range of electric system improvements needed to accornrnodate growth may include upgrading existing substation and transmission line equipment, expanding existing substations to their ultimate buildout capacity, and building new substations and interconnecting transmission lines, Comparable upgrades or additions needed to accommodate additional load on the gas system could include: facilities such as regulator stations, odorizer stations, valve lots, distribution and transmission lines." We would like to recommend that environmental document; for proposed development projects include adequate evaluation of cumulative impacts tc utility systems, the utility facilities needed to serve those developments and any potential environmental issues associated with extending utility service to the proposed project. This wi11 assure the project's compliance with CEQA and reduce potential delays ~:o the project schedule. We encourage the City to include information about the issue of electric and magnetic fields (EMF} in the EIR. It is PG~E's policy to share information and ed~!cate people about the issue of Ef~P. -~~- -52- Ef~iFs are invisible fields of force created by electric voltage (electric r"iefds) and by electric current (magnetic fields). ~/Vherever there is a flow of electricity; both electric and magnetic fields are created; in appliances, homes, schools and offices, and in power lines. There is no scientific consensus on the actual health effE;cts of EMF exposure, but it is an issue of public concern. PG&E relies on organizations ~~nd health agencies such as the California Department of Health Services, U.S. Environmental Protection Agency and the Electric Power Research Institute to review research on EMF and provide a foundation for developing policies. Because there is concern about the possible health effects of exposure to EMF,, we support and fund medical, scientific, and industry research on EMF. It is PG&E policy to consider EMF in the design, planning and construction of nets ~~nd upgraded facilities. PG&E remains committed to working with the City to provide tirneiy, reliable and cost effective gas and electric service to Brentwood area. V1le would also request that we be copied on future correspondence regarding this subject as this project develops and that vve be placed on the fist to review the DEIR and FEIR. Should you require any additional information or have any questions, please call me ai (40'8) 282-544; or by email at akp3(c~PGE.com. Thank you. Sincerely, =,~ - L' Alfred Poon Land Rights Protection ' Southern Area -~Q- -53- '~YTT PLfa~E E~ ~~: ~ ~ Gam= __ . L I s ~c~ r __ -~ _ ~ ,- ~_ /~ (-'- '~F:. 5. i._ fir, - iT- _. . ._.. _ ~..- T, - i5G0 Vl'4es4 Em6w 5:. lanai~eim, CL. 92802 ~ ~' ~ ~ ~" ~ ~' ~' ~7 a - J (~ - (714) 520-9144 FA: (71 a) 52D-5849 -54- Site ID / enter (~o.: ~=~"r`: Location Name: ~c ~~atew~e~~ Ewd. Street.: ~~o C~atev,~ay ~i~d. City; State: Sin =r2ncisco. C~, 94080 Zip: -~ ~". r.. pr~. L -:: ~. 1 I i ~- 'n ~~. ~ ~ -- ~ . ~Ji ~ ~ ~ ~~ `s.~~ ~~~ } ~ t ~~~' - z- ~4. r. ~~ ~~7 ~ ~~' ~~'~ 1 ~I t tir •. _ ~ =, 4, , ,_ -~ _ ~ ' ~1 F' ~ L+ ~- 7 ~ L ~F ~i r , ~~ ~ ~' Ud+ ~ r k,~ ~4 ~::~ - _ ~+ ' ~ fi ~ ~: •_ ~ - f ~~~ ~ }~ ~L ~ ~~ - r ~ t ~ ~ ~ r 4~~ ~~~r~n ~~ }.~} . _. ~~- , ~~ F~~rb~~ ~I~~ , ' r '_~. r.T .r..-. a;. - _ ~ ~ ~ _ ti~ ~T. .... _.. .. - ...__ ...___.. ... __... ~ - _~. ~~~ - ~~J __. Its Ll~r~ I , A 4 - ' ~ ~r, _ 4:~f t' r Y rY_ .. h~~! ~ ~ !~ i ~ t ~ E ~ ~ ~t _ E T, i T~ _ ~ ~~ ~ -_ _. ~. _. 1 ~•' h ~~ Gi sc ~ ~~' ~ ~ ~ ~I LLB. ~~.: ~L:: C r I ~ i j E' ~~Il~: ~ ~ I rE ~~ G i. \ ~ i /-- Site ID / Center too.. ~1 Location Blame: mac. Gate~~,~~~ 5iv~. Sireet: 550 Gatswa~.~ B!~:~c'. Clfl,~; SIate: San Franci~cc ~~ 940bG ZIP: -- v ~ {~.l`° PLACE ~~ Site ID / Gerter Na.: ~~~~_~~' Locatior Name: ~~~ ~:~a~av~`a~- ~i~~~. jTroGt; ~F`~ r a.~VJa\~ BIV~. Glty; State: San Fra~ciscc. ~:~.9^O~C~ !IG: ~~ ~~ -'~ 56_ r--- ~ - - - f" ~ \ - ~- ~ ` ~. . HY~.1` i {~L~C~ ~~. Site ID /Center No.: ~:~~~' Lccatio~ Name: Sc vate~a~a~~ clue. Street ~It}~, State: Zip: 550 Ga~ewa~~ Bl~,~d. San =rancisco. S~, 94080 - a{ ~~~ ~~ ~, z ~' A None M/l ~ Channel Logo & Ltrs. Illuminated, Remote Transformers B ~ None M/i Channel Logo & Ltrs. Illuminated, Remote Transformers C None Ml~ Channel Logo & Ltrs. Illuminated, Remote Transformers © None M/E Monument Sign Routed Alum. Face E None ~ MlE Channel Logo & Ltrs. Illuminated, Remote Transformers I I I f ( - I I _ ~ { ~ I C ~ ~ `_::. :, - , ,-,--~ - __ _ - - T ~~ :... ..~,,,_ - -' r- ~'. `; -;;_ -57- ~~~~~~ Site ID / "enter Na.: ` ~,> Location Name: ~~ G2r~v~av Bl~~c. Street: Aso vatewav Biv~~. CIIV. Stale: San ~ranciscc ~~, 94000 Llp: Sign Type: Channel Logo ~: Letter ~~; Action: fUanufacture And Install C'~' Des~~ription: Remote Transformers ~:_< Ground Ht.: r Height: 53-318" Logo / 32" Letters Width: 14'-6-7/8'. k.; . ff~~~, Square rt.: 64.31 !' ~ Illumination: Yes ~' Wall Repair: NSA ~ a _ --------------~- _T .._ ~. ~~i ~ [~ 6 `" Site ID ; ~~enter No.: ~ ~~' Locaiion Game: so. ~~atev:~a~~ Bivc;. Street: 550 Ga~ev/ay Blvd. Ci7:y, State: man ,-ranciscc. CP,9^.OiQ yip; ~'~~PC~SE~~ ~~~~~~~ Sign Type: Channel Logo & Letter Action: Manufacture And Install Description: Remote Transformers Ground Ht.: Height: 53-3/8" Logo / 32" Letters Width: 14'-6-7/8" Square Ft.: 64.31 Illumination: Yes Wall P.epair: N/A i ~_.~ .,; _... _ -.. _ _ __......- _- _ ,_ -_ -- -- -~-w - . Via,.; \_ '' ~1 ~'~. ~~' Site ID !Center f~Jo.: ~ -~ ~' LOCaIIOn Name; So. Gaie~s~~a~~ Blvc'. Street: 5,0 Ga~ewav Bl~~o. SIIy; SIaie: San Francisco. C~, g^080 Zip: ~~~~~~E~ ~~~~~~~ Sian Type: Channel Logo G Leber ~`~'.:_ Action: fVianufacture And Install ' C~escription: Remote TransTOrmers Ground Ht.: Height: 53-3/8" Logo / 32" Letters r: Width: 14'-6-7/8" ~~, F,:- ll~ Square Ft.: 64.31 k' Illumination: Yes ~> ~° ~~ 1Nall P.epair. NIA I :-,--,~--.-.. -- j _,.-,- _ _ _ _ - -~_____ - 6 g - ~ »..~~__~_ _ ~.. ___~_ ~~ ~ ~ -- H`~ATT RfsACE ~~°~[ ~-~ ~~ - '~ 1. _ ~ ~ r 4i ~, l L r" E i ~ ~1 _ Site ID ,' Center No.: ~;E ~. Locatio-~ Name: So. vai9Nla~i aivd. Street: X50 Gaiewav Eivo. CIIy, State: San r=rancisco. ~r,9^^-,p~G Zip: _ Si~~n Type: Channel Logo G Letier F ~ fVianufacture And Install ': '` `- Aciion: ~;` - Descripiion; Remote Transformers - Ground Ht.: Height: 53-3/8" Logo / 32" Letters ~_ Width: 14'-6-7/8„ - ~- ~! Square Ft.: 64.31 ,, Illumination: Yes I; '~` W'all Repair: N/A i ~ -4 . ~~ _-,~ ..' ~-~.i J.3 ...-': 3 a,. '.~_> 1=`T7}~....i ~-u-1-{..:.~ vii:•- -l --.. z~- _ ..i~~.l` 7 • ~. ~ ~ R+ C' iM F'OIfF. a /,~~ I iK p' P~F i,T I I I I I l l l i j i l l II I I I I I ~ I~~-~-- ~. ~ ~ .d... -- I ~ I i I I_1~ I i I H - i s of • 6 '-G' ,..~_. I III I I ( i 1 ~ II ~,' PLACe . '~I I ~~ I I I' ~' ~I I I I I~ I l i l I I I I~~ I I~ ar =-~- ~-- ~~ ~~ ~~~ ~ ~u~ r I i I; i- i III I ; ;~ - - a n+~ rtac . _ ~ ~ -~ I ~ - - - SOUTH '~! =V~, TIOIV ' ,~- ,_._ _~ ,. .. , . - __ 61- LL hY~.i' PLAGE Siie ID ! ~e~ntar No.: ~ ~ ~" Location Name: so. ~~aieVdav Bhrc ~- ~~~ ~~~ yip: ~I~ ,I `~ L,` i l ~ ~` - _ -~-,~-r-,-~-~., ~._.~.,_ .~.-~..~,o~....~_._..~~_ - ._o.-_ . EQ.1 F EQ.1 ,~ '~ A - ~~ ~ ~ II II II ,,-. I I I . I . I I . ' _/ ' I '" r I I . 113 ~'~I~___ ~ ' ~I ~ ~. (? I ~ J A ~~' I ~`_ ~ I ~-~~ I 1 D I . . ii I E 112 C '~ ~' _. - -- ----- ' I ' _ _ _ _ _ _ _ _. _ .. 1 I .~ I B - I I I I 112 C ~ --- ----- --. ---- -- -_..--. - -- g I EQ.2 ,I ~' 1 D ~`~f' ~! FI<:©C!~T ~fEl9l~ @ 9~L~i~iBf~~~ EE3 ~€-fl~~RI~cL ~~G~ a L.ET•~C~~ MUDEL 4 [~ P15TACHIO : SEP,IES 2500-2157 ~ BLACK : SERIES 2500-22 ORANGE : SERIES 2500-84 ^ YELLOV!- : SERIES 2500-2244A ^ LIME GREEN :SERIES 2100-948 LAl~ENDER :SERIES 2500-3148 0 SPRING GREEN : ~ BLUE : SEP,IES 2500-2529 SERIES 2500-2498 Light Blue ~ SERIES 2500-2202 Light Green THESE COLOP,SAREAPPLIED BLUE FIRST THEN GREEN (1 LAYER OF EACH) "ARLOf~" ~®®>~~ _ p "i@ 0 - - 30" 10" 12 3/4"I 2 112" 16'-1 5/8" 8'-2 1 /2" ~ 24.89 ~_ 40" 13 3/8" 17" 3 3/8" 8'-2 114" 10'-11 318" 44?7 ',~ 53 3/8" ~ i 7 3/4" G 22 518" ~ 4 1 /2" ~' 1 G'-10 5/8" r 14'-6 7/8" ~ 64.31 { ~°° ~~_ 60" 20" 25 1/2" 4" 12'-8 1/4" 16'-9 3/4" 83.24 - 80" t~ . 26 3/4" 34 1/8" ~ 6 518" ~16'-4 112" 21'-10 518" i 32.80 ~ Street: ~5o Ga~~wav ~i~~d. City; Stale: San Francisco. CA 94080 - ~_--_----~. - ~~ ~.~. - -_ " ~ _ 6.2 _ -- ----- _..LL_-___ _~ .._~.w SMALL LOGO (30" - 40") :~. ^~ e._ ~° ~ Amy ~~~~~' - ~ "fy I FBI- ~ L ~ ~ ~ ;:~~ f -_ Site ID /Center No.: ~ ~~~' Locaiion fume: so ~atetr,+a~- 6iv~. Cliy. StGI~: San ~ranciscc. C~. g?080 ~I~: ~\ 1 C" ~' v N ~''~ SCALE: 318"=1'-0" ALUM. BASE FACES IN 1/8"thl<. PAINTED ALUMINUM FACES GRAPHIC ROUTED OUT ALUMINUM FACE WITH ACRYLIC INFILLED. LOGO: AS SHOWN LE T TEP,S: WHITE ACRYLIC BR©UVN : SERIES 4500-008 r3LNGY: ; SERIES 2500-22 YELLOVI< : SERIES 2500-2244A LAI~ENDEP.: SERIES 2500-3148 ~ r 9 1/2" BLUE ; SEP,IES 2500-2529 ~ 19 ~/<" [I PIST~CNIO :SERIES 2500-2157 = ~ ~ _ I OP.ANGE : SERIES 2500-84 :~ ~ I` ~ ~ -- ~ `,` ' ~/`~~~ ~ ~ ~ Llilfi_ GP,:.tty , SERIES 2100 9.8 ~ )•, ) ~ -=~ SPP.ING GREEN , r ~~ ~ I /i" ~ ~ ~ SERICS 2~D0-2498 Lign~ BIUe & ~ ~ '~ ~ ~ ~^,~ ,~ % ~ -: - e SERIES 2500-2202 Light Green THESE COLOP.SP,RE,4PPLIED BLUE y FIRST THEN GREEN (1 LAYER OF EACH) I BR~JINN : AKZO-412-H2 (PAINT) 3RONZE : AKZO-316-G2 (PAINT) _., - _ - ,~ .. ... ~:. <_ - _ - _, _ 6 3 _ ~-~-- ____--_ 96" 79 1 /2" I, v, ~~ \~ J r •• . \. ~ .. ~~~ - ll, 1 ~~~~~ n ~ N I ~~ ~ ~1~. I" ~ III I O ~. ~~.. 1r ~ p - ~ ~ _ ~\ ~ L7 (, - ~~ ` j 1 - ~ r,l ~ `~ m ~~ R ` CdT_ In .~ ` 7J m I m 1~ I I~ ~~ ~1~-=,~ ~ ~` z -- m ~ z J ~. Gr ~ ~`~~~ ~ ~ ~F ~ I ~,~~ ~~ . ~,, .~ m~ - =m ', ~m _, D m .:. `n ~ ~° m -i r~ C ~ A~ A'" O A m A \~• { "uhA9' Id 7,P5t',,g" N ~' ~C ~ ^ T ox ;a ~ !"=J :' A r~ C ~G '~\ 1 ~ r ~ WA C 3 ~ 6< o /~/ `L Z O m n < V f/ V~ m O m j II ~ N o ro O Q mAN<O mm-- F° y ~' ~ OO N n~ c ~ € Vxm~L7 TD1UprA rnlD sDCn C c ADn o0o x a F z urni p q~~ 0 5 ? p~ r rn y rn V j ~ O~~r yam - 1 nn 4\7 Gn ~C~ O DA~pmDn DP,~ ~tT r- ImilZ A0O1`ImA r -IL ~ - I I'7'71 MM mnpfn 3 ~ ~"~ C Z~ N ]1 - m O mDO j ~~nm=(r7m m m-1 fl 00m0 rm v NY II 0 ~Z ~ i O m p 1 N {{ A 'r! y , p N A ~~~ VI D ~ Or l/ iZ AD DAD=On m N O - ~ T m T O p Dy ~ O ~~ CI U ~m ~ ~aA ~~ D ° ~ -I O ~ r- on O ~ o n ~ D~:iO~D rrJ O N O O ~ ?N rfl r=i1N T~O o I ~~~~ m _A IIA~ ~ J tl N II „ A A p II ~ ~rT tumDO to a~1om~~ ± 'm oA~ - 10 ~. 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I C7 \o \U Nm O N\ f~ ON A Nln C !'l+ rtt A ~F a~AA m mm .!m hU O ~p Nr^u~ x r DD ~y~~ p iliUr thin Vi N NN r NA N~~C ~ GO ~~ Dm O rN tn~n tnin0 _r ~ ~"rev 00 OO rrA T~ ^"nz on r-snz ar_ or~~c3 m-'^i m-+z 'lm p~~0 OA ~A A4 nD Z mp DZ mp ~D ~r n L~J n Z ~~/ ~T V Is" so ! ___ fl oll gll -II I II I I ' G7 -i f?I ~l r_~ ll~' 1~ 1~ ~ i` ~I 11 f1 `1 II 1 I II I1 1~ 1`~ 1~ Ili I 1 ~'~ 19.;~'t ~, ,~ ' ~ ~ ~ ~,, .~~ a x;a rY~{ma~N n ~'~ Re ~ ~' 3 ,; ~;~ ~ ~ y,~ i3iiFT1 a _ ,~~*_ a r ~ , y F ~' a ~3 I{.~ Ltltirl tld 1. ~ `ry, ~,.._ 1 1 1 1 11 1 I t 1 1 ,I I' 1 1 I ~I !~ I ,rd~ ~~~'(~,\ ~ DIESE DRAWINGS, OEBN715, SttETCI IES, ~-~ -1 p ~ s PROPO$[D~ 1r,71 '~ NKAS k ARAp.NGEMENIS ANF. fHE SIX.E d ~fL ~ n ~ lm r vr~, EMCLI)51VE fNiUPER1Y OF lEE CAGE & AS"AIOlAlES, INC., ~ ~ ~ 1 ~ o I~ jj A mT T~ r A ~rl ~~l ^ M~}.r AND Y,ERE CREAiEB Mlfl OE4ELgf'EU BY ANC i0P THE ~ , , ' , ~ it u a n 1 (-~ 1 J. 1 L.(~'~ L~ ~ o, ARf.HIIECT'S EY.CLUSIK USE ON AND IH CONJUNL11gN R ;,~ ° m n /n 590 CA TfWAY 91_M. S'~ ~~ ~~--~® AA1H iFk AACHIIECI'S WORK. NDTHIMB CONI'AINEO oN ~ : , SOU1H SAN FRANr~I5C0, Ch ~~ ,-~ DR REPRESEHTF.D 011 IIIL~' DOCIILIENT6 SHN.L BF I15ED , ., BY OR DISf.I D5El1 rn ANr nrn<nu rune ro rwr, r..~ _,. ~~ ~ -, __ ,~~-~. I l j - ea ~~° ~ -I - ~~ - ='r~ -~~~ C - ... _1 , 3 ~L~ <, ~ ~ _ ~~ ap --~ I ia.. -, _ 1 dl ~ ` c.. _ ~` e Z p l~ ~~ ~~_ ~ ~ I ~~ ~~ ~~ ~~ ~ ~ -,, ~R _. -_. _ - - - - -- GR C- 7 A~ _~~ . ~ 1 ` 1 aR , PR __ .. 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C Sy ~I I ~ ~ q ~> ~---- ~ Z ~ ~ -' - ~ ~ -~ --' - I T._, ~----- ~ W - ~ ~ , , -- .. e e Iv I W _.-_- ..- _ `_~ ..._ ~~;38' TURN ARf~UhID SPA4, I - - - ~1 ""'="~--°~ -- ~--- I '~ ~ ~' I f G E~ ,gq~ n P~ .._ ~ ----~ ® ~ I~ it ,mot-_- : m~:_. _.- ,. 1L_~ /V Jf - - ~-- *., '-1 ~ ~ ~ ` ~ FRIJRf)$FI1; !J IDEAS d ARRANGEMCNiS AAE 1HE Sq,E k ~/,, A m HY~ATT Tr ~~~ _ ~;~, f.NU.I1~~bF Riq~ER1Y 0E lFE CAGE A hSgDCIAlE9 INC., fa r 1 ~/L ~ ~;N4' AND 1VERE ptEA7C0 AND nEJEIbPFO PY AND fOR 141F. ` ~ J r a ~ ~' - ARCNIICCi'S E%I'LEISIVE USE DPI AND IN COIiJVME,AIDN ~ ^ , o ~ ~a~ 650 GAiCWAY BLVD, {a~ ~ ~ l~~ IGDI lilF AACIIIR,C1'S YAMI, NDiHIIIG CDNiA17~ED ~ {R SNU ifI SAN FRANCISCO, Ch. ~I~ ~ M OR RCFRESENIED INI RIESE DIX:UlUN15 INlhll PE USED R ~ , ~+ u ~ ~~ ~ ~~~~~/ hill ~ ~o~~ou Purno~sFirenlrn{IiaSoN, ~~u~arclnaRovnnow , .. . ~ J ~~ ~/~~ ® ~fm W ~n w ~ ~o ~~ n A '~ JHFSf DRANINGG, DE51ClIS 9(EICHES, -' IDEAS h AAAANGEFIENIS ARC INE SDI F. k PRQPDSFp; ~ 1 1~ ~ ENGUSINf PR01'ERPY a lfF CAGE G ASSDCIM1/EC MC., HYATT PLACE ~N. ` ~r'°J~® AIID WYAF CRFAIED AND DE~ELWED DY AND FOR THE AAg111Ef1 S E%fAU~9YF USE OPI ANU W GON 11NCIION K WI1H iFR: AREHRECIS WDAR. 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Mm ll~ nEgplEare 11p11G IpMMn caAtMaG i ~ `~' 0 sauM sua FAANdSCO~ ce, m ~crpemnm ax nix ooak~xn auu K uxo ~ '~ er aE msaosto ro u~r vt~, ~w an ca~aortgpN .~~,~ t01ti J ~ J gryp05E ~ ~L>0>AEgSEO~TiFN i1 1 ~O n cfl ~, ~~: ~: -; I :'. ~. ~y ~IYATT PLACE' Prepared for City of .South San i=rancisco c~~~4~ fi~~ , ~~ .~~ .~~'f ; ~ ,` ~ }...r ar~d ~ h.Fl y 3 ~ ~ ~ ~ ~ s R~n.c i { ~ ~ ~r E, ~` ~+ 5 $ ' ~S A ~~~ 1x~i. c ~~a G ~• ~T~ Y, 4. ~.rF ar ~ eR . 'k r e ~ Sri Krishna Enterprise ~: x~ Tex ~ ~ ~A,+~ , ~~ Y ~ y 4 t.. ~ F l ~S~ MCI Ec: ~. .~ Ty+ ~ b+ {, t ..x ~ ~ a J` i ~ M x. '+a~' ~ ti ~ +.k du } ~.y t ~a ~ '~ r 3 ~ ~~v ~. ~ ~ ~ ~ t ~ h t 77 g °'FFIM- ~ bd5 eL3„~PyyC ~,] i. .d L L r'~ ~ s t' ~ ' 3 N } '~`~ a ~ i~,~y3~`_ i y' ~ t ~ P x e W ~+~ ~, 3 2 ~vu ,~ ~,~ ~ a ;' '-~~ j ~~ b. in ~ ''~ } ~ ar{ S J.,R 5,. ~ s u' x ~ a a .,'4~ ~ Yry. yet ? ~! ~ ~~~ 3t s .c ~ ~ ~ „' r ~~ ~ 1t ~ ~ : , . M , s~ ~ ' x a r ~- LL ;` y i , y ~ ~ xj ,~.r ' r~s ~r ~ c s-~ ~ i 'z< r"~ ~-- ' t Fc r ~ x ,~ t ~` t~ ~ ~ ~k^' + s ,~ r ~ February 23 2009 ~-~ _` ~ ~ ~ `~' ``` {_~`~ ~ ~" ~ ' Pre ared x ~ ~~~ ~-, p dY ~- ~ F ~- _ ;Y: ~~-' S" c, 976.448.2440 Z'HE ~OYT ~OMPAI~IY t F' ~.. _ ' t 7 ~ r. t! 1, ~_ i. ~` ~i _68_ H MATT PLACE 550 GATEWAI( BOU LE~~4RDs PRELIMINARY TRANSPORTATION ~EMAN® MANAGEMENT PLA~J _69_ TABLE OF C®NTENTS EXECUTIVE SUMMARY ..................................................................................................................... i 1.0 INTRODUCTION AND PURPOSE .:......................................................................................:. 1 2.0 TRANSPORTATION DEMAND MANAGEMENT GOALS ........................................................ 2 ............................ 3.0 EMPLOYEE MODE SPLIT EAST OF HIGHVI/AY 101 ........................... ........ 3 Table 1-Comparable Transportation Mode-Use Rates ..................................................... 3 Table. 2 -Estimated Alternative Transportation Modes ..................................................... 4 ..................................................................... 4.0 PROJECT DESCRIPTION ............................. ...... 5 Location Map ....::::...::.::.......:......:..:..:.::.:.....:.....::........:....:: .:........:.....:::.......::.....:.::...:_6 _.. _ _ , TDM Site Plan -Hyatt Place 550 Gateway Boulevard ........................................................ 7 5.0 PARKING MANAGEMENT ............................................................:....................................... 8 5.1 Free Parking for Carpool and Vanpools and Cle~~n Fuel Vehicles ........................... 8 S.2 Preferential Carpool and Vanpool Parking ..............................................:............:. 8 5.3 Passenger.. Loading Zone ....................:.................................................................... 8 5.4 Motorcycle Parking ..........................................................:............................:.:...... 8 6.0 CARPOOL AND VANPOOL RIDEMATCHING SERVICE ....................:.:.::.:::...:...:..:.....:::....... 8' 7.0 TRANSIT ....................................................:...........................................:..................:...........9 7.1 Direct Route to Transit .....:...:..:.........................................:......:.......:...................... 9 7.2 Shuttle Services to Hyatt. Place 550 Gateway Boulevard ....................................... 9 7.3 .Shared Airport Shuttle Services...:.....:... ;:: .............:..................:....................:...:. 10 Table 3 -Shuttle Service to Hyatt Place 550 Gateway Boulevard ........................ 10 7.4 Shuttle/Bus Stops......,: .........................:...............:................................................10 7.5 Caltrain ...................:,.........:...................................................................:...............10 . ........................................................................... 7.6 Bay Area Rapid Transit (BART) ... 11 7.7 SamTrans ..........:.................:..................................................................................11 7.8 Downtown Dasher Taxi Service ............................................................................ 12 7.9 Ferry Service ..............................................:...........:............................................... 12 8.0 BICYCLE AND PEDESTRIAN AMENITIES ............................................................................. 12 8.1 Pedestrian Connections ......:.......:......................................................................... 12 8.2 Bicycle Parking -Long-Term and Short-Term ............................................:.......... 12 8.3 Bicycle Connections ....................................:......................................................... 12 8.4 Bicycle Resources ........................................................................:......................... 13 Bay Trails Bicycle Map ........................................................................................... 14 City/County Bike Street Map ..............................................:...........:......:............ 15 8.5 Shower and Clothes Lockers ................................................................................. 16 9. 0 EMPLOYEE TRANSPORTATION COORDINATOR .........................................................:...... 16 9.1 Employee Transportation Flyer ............................................................................ 17 9.2 Promotional Programs .............................................:............................................ 17 -70- 9.3 Transportation Information for Visitors and Guests ............................................ 18 10.0 ALTERNATIVE COMMUTE EMPLOYEE INCENTIVES ........................................................... 18 11.0 GUARANTEED EMERGENCY RIDE HOME PROGRAM ......................................................... 18 12.0 FLEXTIME .........................................................................................................................'.. 19 13.0 .INFORMATION BOARD/KIOSK .. .......................... ....................................................... 19 14.0 ON-SITE AND NEARBY PROJECT AMENITIES ...................,.................................................. 20 14.1 Cafe ................ .... ......... ......... ......................,~.................................................. 20 . 14.2 Recreational Facilities .........................................,.................................................. 20 15.0 TRANSPORTATION MANAGEMENT ASSOCIATION ........,, .................................................. 20 16.0 MONITORING AND ENFORCEMENT .................................................................................. 21 16.1 Annual Employee Commute Survey and Report .................................................. 21 17.0 CONCLUSION ...........................................................................~.......................................... 22 ATTACHMENTS:: - _ - . Downtown Dasher -Mid-day Taxi Service Sample. Bicycle and Pedestrian Safety Program Employee Transportation Flyer Emergency Ride Home Program -71- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan EXECUTIVE SUMMARY February 23, 2009 Traffic congestion and air pollution are critical concerns in m~~intair~ing a healthy economy and lifestyle within .the City of South San Francisco. Traffic congestion results in .time lost to residents and commuters, and increased demand on City :fiscal resources for roadway construction and maintenance. Mobile sources, such as autornobilE~s, account for 50% of all air pollution in South San Francisco. The developer of the. Hyatt Place 550 Gateway Boulevard proje~~t is required to prepare a Preliminary. Transportation Demand Management (TDM). This comprehensive plan was designed to achieve a 28% alternative mode-use that addresses both traffic and air quality concerns in South San Francisco based on a proposal Hyatt Place hotel The plan includes ordinance-required and extra measures,, annual survey monitoring and reporting. Thee plan has a variety of infrastructure and incentive-based measures, which encourage all forms of alternative mode-use such as car and vanpool, transit. and shuttles, bicycling, and walking. Important measures include a comprehensive shared hotel shuttle program, Caltrain and. BART shuttles, carpool spaces, showers and bicycle facilities, and ernpl~~yer features, including the Guaranteed Ride Home (GRH) program, to support employees vvho choose `alternatives to driving alone.... This plan is performance based. The .project is required to achieve a 28% alternative 'mode-use by employees. The mode-use will be monitored annually with the first employee; commute survey to be conducted one year after occupancy.. An alternative. mode.-.use summary report: will be submitted to the City's Economic Community Development;, Director after: the annual employee commute survey has been conducted. The elements contained. in this plan. are in .line ,with. other. South. San Francisco. employee commute programs. This,. plan will meet or exceed the.. 28% alternative mode=use goal. ~~ I ®THE HOYT COMPANY - Page ~ - ~7 ~ - . Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 SUMMARY OF TDM MEASURES AND ACCOUNTING OF C/CAG OFF-PEAK TRIP CREDITS Required,TDM~Program Measures; S5F~Qrdrnance=' ~' ~=~ ~ ~ i`G,uant~ty; 'Cre~itRatio: T Credit:' Bicycle Parking -long-Term (Class I) - 2 Bicycle Parking -Short-Term (Class II) - 2 Total Bicycle Storage 4 • 0.33 1:32 Carpool and Vanpool Ridernatching Service 1 0 0.00 Designated Employer Contact -ETC 1 5 5.00 Direct. Route to Transit ~ 1 0 0.00 Free Parking for Carpool .anal Vanpools 1O0% 0 0.00 Guaranteed: Ride Home 4 1 4.00_ Information Boards/Kiosks 1 5 5.00 Passenger Loading Zone 1 5 5.00 Pedestrian Connections 1 5 5.00 Preferential Carpool Parking 2 - 2 4.00 Preferential Vanpoo) Parking :: 0 7 0.00 Promotional Programs ~ 1 0 0.00 Showers/Clothes Lockers 0.5 10 5.00 Additional Credit for combination with .bicycle lockers 0.5 5' ' 2:50 Shuttle Program (assumes 13% ridership - 2.5 ,employees) 2S 1 2.50" Additional Credit for Guaranteed Ride Home program 2.5 1 2.50 Transportation Management Association Participation 1 5 5.00 Annual Employee`Commute Survey ~ .,. .... ... ~ 4 ~ y~i o-~t am y F. x6'~f~3/d M`7 .t,~.( K Kai a}i 'fr~;tt~"{ , -~,:~~~~a~~c~~/,~A~~,~~r~ps'~~-ecl ite~c~ ' ~ . ,.;• a+CRnk r AGE r ~ . r :.. , ,kt .u Additional TDM Measures 1 ~ -° a f~ '+~~ . ~`, a..~` 1.5 :.- '•f ~' y'~ :c. .,,. . r~ 'fa' ~. 1.50 x4 + ,~ ~~~5 t ~~~ Bicycle. Connections _ 1 0 p _ Flextime 1 0 0 On-site amenities - 1 ° 1 1 - On-site food and drink and vending - Nearby ATM, other cafe, and childcare - Nearby: recreational .(Bay Trails) ~:' 't rs tffi2 . y5 qe'~' '+tK ~ -0''~'1#~~ !'r t aJ ' h o~ t igrY !w1R it k'. ~ Cpl ,~,~'er. I~.a~udes-et~~`~C~on~~~~e~at~b~y,~Ch~ef; P~lanner~', ~,;,~,F~ ,; ;~ z'.~r 5'?icn.t hip!....., dw c, +x?~TI~. ~W r. r. :uw.. r..... - .r -. 4 fin. TDM Plan/Transportation Action Plan 1 10 10 Motorcycle parking 1 0 0 Downtown basher -free midday service 1 1 1 Provide visitors/ guest transportation options, schedules & maps ~ 1 0 0 Participate in Spare the Air Program 1 0 0 'S "j i~x1~ jpM J r,. ,. Y .~ ~kYk f ~ Ir11 ~ t~ V ~ :.. .. ,,. ~a ~ h ~~~ .~ ,r> a ~r ~ ~- t~~:. ~,, , ~ubto~al~o~f~-~-d~ilr)onal and Ather~;Measure.~ fY t Cf F ~ ~2 r- ~'~ `>'3:.~~,f x~'~ ~T~o'~,a'1~3Cf C~A~G~Peak~T.~~ps~Cireditecl ~~ ..f;_~ ..,,.,.. t. ~~ >A' ; ~f60 ~3~ ~~ I ®THE HOYT COMPANY Page ii -73- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan 1.® INTR®DUCTION AND PURPOSE February 23, 2009 The Hyatt Place 550 Gateway Boulevard hotel project supports the City of South San Francisco's policy of focusing clustered development along major trans~+ortation corridors. This project is located near to and is served by U.S. Highway 101 and Interstate 280, a Caltrain station, and a BART station. The comprehensive plan of trip reduction measures identif=ied in this report is essential to realizing the trip reduction potential of the project. The combination of these critical factors will provide the momentum to maintain (or exceed) a 28% employee alternative transportation mode-use rate for this project. Through monitoring .efforts, such as the annual survey of employees to determine transportation mode split, the project will be able to better Focus transportation coordination efforts and encourage employees to use alternative transportation. The first employee mode- use survey report will be submitted to~ the .City of South San 1=rancisco after one year of occupancy. Regulatory Setting Chapter 20.120 of the Municipal Code outlines the TDM objectives for the City of South San Francisco. The specific purposes of Chapter 20.120 are to: • Implement a program designed to reduce the amount of traffic generated by new non- residential development and the expansion. of existing. non-residential development, pursuant to the City's police power and necessary in order to protect public health, safety, and welfare. • Ensure that expected increases in traffic resulting, fronn growth in employment opportunities in the City of South San Francisco will be adE-quately mitigated. • Reduce drive-alone commute trips during peak traffic p~~r-iods by using a combination of services, incentives, and facilities. • Promote the more efficient utilization of existing transpc~rtati+~n facilities and ensure that. new developments are designed to maximize-the potential fc~r alternative transportation usage. • Establish minimum TDM requirements for all new non-residential development. , • Establish an ongoing monitoring. and enforcement program to ensure that measures .are implemented. The TDM requirements. apply to all non-residential. developments located on lands- within the jurisdiction of the City of South San Francisco expected to generate 100 or more average daily- trips. The Hyatt Place project meets the base requirement. fora 28%TDM Plan. ~~ I ®THE HOYT COMPANY Page 1 -74- Hyatt Place 550 Gateway Boulevard Preliminary TDM P{an 2.0 TRANSPORTATION DEMAND MANAGEMENT GOALS February 23, 2009 The basic premise of Transportation Demand Management (TDM) is the maximum utilization of existing transportation resources. The .City of South San Francisco, as is typical of other urban areas in the United States, has billions of dollars invested in roadway infrastructure and public transit infrastructure. The goal of TDM is to more efficiently and Erconomically take advantage of these major capital investments. The following are three basic goals that can be achieved through effective utilization of TDM measures: 1) Convert trips to an alternative mode of transportation (E~.g., transit, carpools or vanpools, bicycling orwalking) - 2) Provide technological solutions (e.g., compressed. natur~il gas, electric/hybrid vehicles, or other zero emission vehicles) . 3) Eliminate trips (e.g., compressed work weeks, telecommut:e~_ Until recently in the United States, the answer to relieving congestion on roads, and in parking structures, was to build more roads and parking structures (similar in concept to building another manufacturing plant to expand productivity on lever>). Cuirrent economics and limited resources affect the ability. to build and. maintain more roads or parking structures. This reality necessitates better utilization of the existing transportation infrastructure .(similar to adding a second shift at an existing plant)..To this end, TDM measures :support the transition to a greater use of existing alternative transportation options. The measures and programs outlined in this plan support and meet: the 28% trip reduction goal as identified ir- by the City of South San Francisco's TDM Ordinance 1300-2001. This proposed hotel projects estimates a total of 40 employees to provide staffing and. services throughout its 24 hour, seven. days per week purpose.. Hovvever,, during the peak, weekday hours, the estimated number of employees working at the sitE~ is 20. Using the City of South San Francisco's TDM Ordinance guidelines, the estimated number of .trips needed to meet a 28% reduction for the number of peak, day-time employees site is six. Estimated Total. Employees 20 Trip Reduction Requirement 28% . T~otal~l~'r'mber~of Pea`k~'r~,p "Credits Requnretl~ °6; ~~~.:. This TDM ..Plan also meets many requirements of the Revised C/CAG Guidelines. for the. Implementation of the Land. Use Program approved by the .City/County Association of Governments (C/CAG) of San Mateo County in September 2i~04. Trip credits. identified in this Preliminary TDM -Plan for the Hyatt Place 550 Gateway Boulevard project total 60. The C/CAG accounting of all trip credits applicable in this Preliminary TD1~1 Plan is provided in the Executive Summary. ~~ I ®THE HOYT COMPANY Page 2 -~5- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 3.0 EMPLOYEE MODE SPLIT EAST OF HIGHWAY 101 According to the Commute Profile 2008 San Mateo County, c~onduc:ted by the Peninsula Traffic Congestion Relief Alliance (Alliance), the San Mateo Count},r alternative mode-use rate was approximately 26%, with the San Francisco Bay Area regional rate (from the 2005 survey) comprising approximately 34% alternative mode-use. The higher Bay Area alternative mode- use rate is indicative of paid parking in more urban core areas with abundant and close proximity of public transit resources, whereas parking is frees or rriuch less expensive in many areas of San Mateo County (e.g., the City of South San Francisc:o). The 2005 Employee Transportation Survey conducted by the Alliance identified the San Mateo County alternative mode-use rate at 29.9%. However, the. ovE~rall alternative mode-use rate for the City of South San Francisco was identified at 30.2%. Table 1 below shows the comparison. of alternative mode-u~>e rates for the Bay Area Region, County of San Mateo and the City of South San Francisco. There is currently no data available to document South San Francisco .hotel or hospitality employee c:ommUte activities and uses. Table 1 Comparable Transportation ~Niode-Ise. Rates ~~t I~ 1.:r..:T E ~~m !fi i~~.~~ ` ~ ;~' w ; JL ~• a ~=~; ` ~ ~'~ ~~ "~ 'i~n. d'J . ^~ ~ ~V-A'+1itST.C[:t t 1 S. ~Ra t e~ ~,~ ~ ~ ~ i P'ro~~~ ~~0,, 5~ ~kl~'~ ~iN;J - ~ t` W V ad { ~~ ~~ODS~x~~n ~loyee ~'~ r ~~ ~xTx~ra f .y{ lp~R~~io~ra~.ahr r -.:Y^emY~~" "G~~, vuiYn ~Y S} 'rt ~!f W i a' ~~ F~~ 'y ~~ 5 ~,2p0~,rrip.~~ eefi, ~d i 4 ~'~ ~~ ~j T~aAAn~p ~a;_~ ~on~ s ~1~~.~b. Kt ~, hF~; 'r b }~ ~~~~f' '.~ - ~ 5.~3 '~ 4~~r:.~~, ! ~ ~ .x Regio , I e ~ ~ ~ti,k+! a.fi I~'~'~H'~~ €d YJl ,~~u ve r F ~ ~as4p :~T~ ' . Sw*rue k ifl tf~ ~ ,:~Surve ~Loca'ti~on} ,.,.....Y 4, Yd~.y,.,..~.~,~r~.....,::.l,..,Y , : ~ j ~R++I~DES~~ n.~w,..~..u ' , A"Ill~~nce ~ Iltance, A San Mateo County 29.0% 29..9% 26.0% Bay Area Region 34.0% City of South San Francisco 30..2% !~ 1~ I ®THE HDYT COMPANY Page 3 -76"- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 . Based on current and historical alternative mode use data for the South San Francisco and East of Highway 101 business areas, an example of estimated employee alternative mode-use distribution was calculated. This estimate reflects the TDM measures described in this plan but does not assume that commute subsidies are provided. Table 2 shows the various alternative transportation modes estimated for a hotel staff and personnel at the Hyatt Place 550 Gateway Boulevard project,. . Table 2 Estimated Alternative Transportation Modes ! t V`~p ri II. 5~t~~i u~a'~'Y fJ ~Fkw SY 1'tI ".0 4 ~ =,T,ypical Transportatio~;~M4dps '~ ~`'`~~' F t,~~a .~ ..r ~~ 11 1f.~ L !5r' •"A CI +~ S,pl~t` ~ 4iEmpl'o~~ees ~. Drive alone to work site 70.00% 14.00 Carpool 12.42:% 2.48 Transit ~ 12.5G% 2.50 Other (motorcycle, telecommute) 0.43% 0.09 Bicycle ~ 2.50% 0.50 Vanpool O.OC-% 0.00 Walk 0.10% 0.02 Non-commuting (sick, vacation, offsite training) 1.OCI% 0.20 Total _ ~~Alte nat~u~M~od~Use Ra~~e.y `~ ,. 1"~ ~j ,.~_Y.~ .i.+..,;w J ., w+r~ V:-~e~. c~~r.+ ,i 1 ~ . ,~~ .:.,r +k:~,t n.,.~~s'~. ..: `"a .. 100.C-% ~,~ ~~~~0-1; -b ;,~..: ~rx ~.... , 20.00 ~;~~ ~~ ;(I The implementation of TDM measures identified in this plan will result in an estimated- 28% alternative mode use rate representing .approximately six employees from a -total of 20 daytime, weekday staff. This sample scenario provides a distribution example of employee alternative transportation choices, depicting ~a typical workweek day, for the Hyatt Place 550 Gateway Boulevard project. This sample is not intende~~ to k~e .actual figures but rather show a sample distribution of transportation modes could vary and will be identified in survey results. ~~ ®THE HOYt COMPANY Page 4 - / / Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan 4.0 PROJECT DESCRIPT1OIV February 23, 2009 The project is a 2:0-acre project owned by SRI Krishna Eni;erprise in the City of South San Francisco located east of the U.S. Highway 101 in South San Francisco. The project is located within the Gatevvay Specific Plan District. The project is a hotel project containing 108,900 square-feet. The proposed construction consists of an eight-story building and is intended to accommodate hotel guest and travelers. The project is designed to maximize opportunities for pedestrian, bicycle, carpool, transit and shuttle connectivity. Two carpool and vanpool parking paces vvill be provided. One Class bicycle locker (with rapacity for two bicycles) or other secured, covered parking and two bicycle racks will be provided at the garage for bicycle commuters' at no charge to employees. Showers and lockers will also be provided for bicycle, pedestrian and -other alternative commuters. Shuttle services to BART and Caltrain are located directly in front: of the project. On-site and nearby food service, access to banking (ATM}, and the Bay Trails bicycle trails facility help create a more self sufficient development in or-der,to reduce 'the. niumber of trips made daily to and from the campus. The Floor Area Ratio. (FAR} is 1.25. Parking will be provided at a ratio consistent with. a hotel. project:of 154 parking".spaces for 166 guest rooms.. Approximately 117 surface ::vehicle parking spaces and 37 garage spaces are planned foF the site. A location map site plan: is provided on page 6. A TDNI site: plan is provided on page 7. This site plan shows thee-location of preferential parking, bicycle facilities, pedestrian connections and direct _ routes to transit.`" It also depicts ,the `location of showers and lockers, and the. transportation information kiosk: ~~ ®THE HOYT COMPANY ~ ~ Page 5 - 7 S - Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 ~~ I ®T"E xort cot,~rnxY _ Page 6 -79- D x x 0 0 b z i ~ 1 i ~ ~i~ 1 \ ~ 1 1 1 ~ae~r e, . r ~ ;,r• ; 4., 4,. ra•r Srt.'.'1 :+ir: i,'•"•§ i,~, . ' '•r\{ OiP; I ': y ,~: •rr i"' ~• 1;iy.:ir1"' ~'1'v n'{r?": Y';.r• 'S`.t:"'S~iri; aT4::4:j,;77~:•Y:tT'..y,;:n, '~itt^r.~it.'.'V.•. 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ANOOitDl, S•. • (n r'( •o eD• auim N• aete,•u er xo ra x l ~ L 1 / ~I p r~ ~ ~ ~ ~ ~IYATT PLACE D D ~'~„,~ ,~ r Y eeD otnN+r ava a laxooD®a Doc eoaNOm auu s wm p ,~ 1~J team e•r rewoeoa a m ~ ~.r,a°A0°wwNC d~eo®~ ~ 7a3e n, Mr ram wlt• to7 rr••no. eauromm erd~l~t '~i-~~ ,, U n n 7 r n T N 6 N N W N O O Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February Z3; 2009 5.0 PARKING MANAGEMENT 5.1 Free Parking for Carpool and Vanpools and Clean Fuel Vehicles Parking will. be free for all carpool, vanpool and clean-fuel vehicle participants. 5.2 .Preferential Carpool and Vanpool Parking One effective means of encouraging employees to rideshare and/or use aclean-fuel vehicle is to reserve the most. preferred parking spaces for the exclusive use. of carpools and vanpools. These .preferred parking spaces will be designated withsignag;e and .pavement striping. Upon completion of this project; a minimum' of 10% `of designated employee (daytime peak staffing) parking will be designated for carpool, vanpool, and clean-fuel vehicles. The project will provide two carpool parking spaces in premium, convenient locations (i.e., close to building, in the shade, etc.) within 100 feet of the building entrance. Theses preferential parking spaces will be specially signed and/or striped and may require employee registration and permitting. 5.3 Passenger Loading Zone In order to facilitate disembarking and embarking of ridleshare passengers; a passenger loading/unloading area will be provided. Passenger loading zone for carpool and vanpool drop off will be located on the west side of the building and along adjacent to the Hyatt Place 550 Gateway Boulevard site as a shared amenity with hotel guests. 5.4 Motorcycle Parking A secure, designated area will be provided for motorcycle. parkking. 6.0 CARPOOL AND VANPOOL RIDEMATCHING SERVICE Regional Rideshare Program's Ridematch Service; via 511:org; and the Alliance provide free car and vanpool matching services. On=site employer contacts will promote the on-line 511 service directly to_employees on a regular basis and allow the Alliance to solicit carpool sign-up at on- site employer events such as annual Transportation fairs; Wellness or Benefits events, etc. Employer contacts can also research employee ZIP code data from Human Resource records and offer to match up employees who live near each other: - Car and vanpooling will be strongly encouraged at the Hyatt Place 550 Gateway Boulevard rnrnjert, The Employee Transportation Flyer- .promotes 1:he free personalized' matching assistance through the 511 Rideshare and Alliance programs. 'This car and vanpool ridematching service provides individuals with a computerized list of other commuters near their ~~ employment or residential ZIP code, along with the closest cross street, phone number, and ~~-I ® THE HOYT COMPANY Pape -81- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 hours they are available to commute to and from work. Individuals are then able to select and contact others with whom they wish to car or vanpool. They will also be given a list of existing car and vanpools in their residential area that they may be able to join if vacancies exist. The 511 system gives commuters the information they, need to make more informed choices when planning trips. By calling in or logging on, commuters can get up-to-the-minute information about traffic conditions, public transportation options, ridesharing, and bicycling anytime, anywhere throughout the greater Bay Area Region and northern California. The 511 system offers one-stop shopping for traffic, transit, irideshare -and bicycle information in the region. The nine-county system is the first 511 service to go online in California: It provides links to 511 systems in Sacramento, Oregon and I~Jevada and is available from any phone, provided the carrier supports 511. Most counties in th~~ region have wireless and landline access to the service through major carriers: 7.0 . TRANSIT Caltrain, Bay Area Rapid Transit (BART) and SamTrans provide transit service 'to South San Francisco in close proximity to the. project site. Shuttle services from the Millbrae BART, Glen Park.BART and .Millbrae Caltrain Stations provide direct (inks for transit riders to the Hyatt Place 550 Gateway project site. 7.1 Direct Route to Transit A well-lit pedestrian path will be provided from the building, utilizing the most direct route, to the nearest shuttle stop at the Gateway project site. 7.2 Shuttle Services to Hyatt Place 550 Gateway Boulevard Extensive shuttle- services are provided at the. Hyatt.: Place. 550. Gateway Boulevard site. One Caltrain and two BART shuttles offer 52 peak a.m. trips and 5~~ peak; p.m. trips for employees. A . shared. hotel shuttle provides an additional.. 42 trip. Combined daily shuttle service for the project totals 149 trips. AlI Gateway area shuttles are equipped with bicycle racks or storage for bicycles.. Working with the .Alliance, the. project also... utilizes a free .lunch-time shuttle service to dovvntown-South San Francisco via the Downtown Dasher.. The Millbrae BART shuttle circulates between the BART station and the project, on average, at 30-minute frequencies. There are currently a total of 32 Millbrae BART shuttle trips to and from the project site. A San Francisco Glen. Park.. BART .shuttle provides 15 minute.. frequencies. and offers 46 weekday trigs. - -. ~~ ( ®THE HOYT COMPANY ~ .Pape 9 _82_. Hyatt Ptace 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 The Millbrae Caltrain shuttle service. will circulate between the Millbrae Caltrain Station and the project during the morning and evening peaks at 15, 20 anc~ 45-minute frequencies. Twenty- nine (29) shuttle trips are provided from the Millbrae. Caltrain shuttle. Some South San Francisco employer shuttles operate on an employee pass program. Participating projects or employers who contribute funding for the shuttles are provided free passes for. their employees. The Gateway Area shuttles. may.irnplerr~ent a shuttle pass program. 7.3 Shared Airport Shuttle Services. The proposed Hyatt Place project will also participate in a sh~ired hotel shuttle that'will provide project guests and employees with shuttle .service each 30 minutes with connections to the Airport and additional access to BART at the Airport. Service will be provided from 4:07 a.m. through 12:37 a.m. offering 42 trips per day. Table 3 shows the total. number of shuttle trips provided to 1:he project site for connectivity to BART and Caltrain stations. • Table 3 Shuttle Service to Hyatt Place 550 Gatev~ray Boulevard ~' ~ ~ ~h ~ ' ~' ~' ~ ~~I~o~r~irr~~~ tpc d~ ~~aA'fte~~oon ~ 'Total Y ~ , a# ~ /{ ~ c} ~~a ~ h 1 ~~ 4 " '~ ~ ~ ~ ,,a ~"Yf , =~ °s T ~ ~~ y ~ c te V~Araa ~• 4 ~ :,;•.e;rt uM~ iw..Y.JW :;,~..d~ut..:q i.. W. arr, ~,y5..'_,z .•kr;i .k'TaY ~.:: s`~W~ 5 ~ ;~ vb•Nl;'ki. ~.i - Trr s. T.t:. r , -~ ~. ..H:~ rwy '~.sn. ~, Jy~~ I ~~.. Millbrae Caltrain Shuttle 13 16 29 Glen Park BART Shuttle 23 23 46 Millbrae BART Shuttle 16 -- 16 ; 32 Shared Hotels Shuttle 18 24 42 ti~TotalShuttle`~Tr,ips ~-'~`~~~~ r i , r.. ~70 r f` -~~~I9~'~~ 14,9'.." 7.4 Shuttle/Bus Stops Shuttle drop-off and. pick-up locations for commuter service, BART and Caltrain are located on- site at the Hyatt Place 550 Gateway site. Employees .cane access the shuttle directly from their building. 7.5 Caltrain Caltrain operates a frequent fixed-route commuter rail service seven days a week between San Francisco and San lose, as well as limited service to and from Gilroy on weekdays.. Caltrain operates on 15 to 30 minute frequencies during the peak periods in the morning and evening. ~~ I" ©THE HOYT COMPANY - ..Page 1.O -83- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 Midday service operates approximately every hour. Service is less frequent during weekends, and holidays. Caltrain service is available approximately .66 of a mile fr~am the project at the South San Francisco station located at 590 Dubuque Avenue .and Grand Avenue. The Gateway Area Caltrain Shuttle provides connecting service to the project sitE~. Caltrain services were enhanced. in 2004 to add express trains during peak hours. However, this new service does not provide an express stop to the South San Francisco Caltrain Station and hence will not benefit employees at the Hyatt Place 550 Gate~Nay Boulevard project. 7.6 Bay Area Rapid Transit (BART) BART is a 92.7-mile, 43-station automated rapid transit system .located along five lines of double track. Trains traveling up to 80 mph connect San Francisco to Colma and other East Bay communities -north to Richmond, east to Pittsburg/Bay Point, west to Dublin/Pleasanton, and south to Fremont. Service is scheduled every 15 minutes during leak periods. Service during Holidays, and weekends are modified. BART-to-the-Airport expanded the system by 8.7 miles along the peninsula from Colma to a new intermodal station in Millbrae. Four new stations were created including the South San Francisco Station located between EI Camino Real and Mission R;o.ad to the south of Hickey Boulevard. The South San Francisco BART Station: is 2.84 miles from the project site. The San Francisco Glen Park Station is8.14 miles from the project site. 7.7 SamTrans SamTrans provides bus service throughout`5an Mateo Count~~, with connections to the Colma, .Daly City, and South San Francisco BART stations, San. Francisco IntE~rnational Airport, peninsula Caltrain stations. and downtown San Francisco. The system connects with San Francisco Muni, AC Transit and Golden Gate Transit at San Francisco's Transbay Terminal, with the Dumbarton ExprE~ss ar~d with Santa Clara Valley Transportation Authority in Menlo Park and Palo Alto. There is no direct SamTrans service east of Highway 101 area. SamTrans service does connect at the South San Francisco BART Station .and. subsequently the Gateway Area Shuttle Service that drops off and picks up at the Hyatt Place 550 Gateway Boulevard site. SamTrans does not provide a direct connection to the South San Francisco Caltr~~in Station, however; Routes 130, 292, 133, and 132 are within approximately 1/4 mile. walking distance from this station and the connecting shuttle services to the project site. ~~ I ~.® THE HOYT C~JMPANY Page 1Z -84- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan 7.8 Downtown Dasher Taxi Service February 23, 2009 This free taxi service provides an 11:00 a.m. to 2:00 p.m. pick-up service throughout the East Highway 101 business parks in South San Francisco. Using existing shuttle stops, taxis drop off riders at locations in the downtown area. The Downtown Dasher, operated. by the Peninsula Yellow Cab of South San Francisco and managed by the Alliance, requires an employer provided voucher and. a trip reservation. before 10:00 a.m. This midday service is currently free to participating employers. A detailed Downtown Dasher flyer is provided as an attachment. 7.9 Ferry Service Currently, no scheduled water transit service exists in the south San Francisco area. Water' transit serviceto South. San .Francisco is anticipated by fall 2010.' Prior to this service- becoming operational, employees will be given a link to this resource. 8.0 BICYCLE AND PEDESTRIAN AMENITIES 8.1 Pedestrian Connections A safe.;, convenient and well-lit pedestrian path. is provided, utilizing the most direct route, to the nearest shuttle stop at the project. Lighting, landscaping and building orientation is designed to enhance pedestrian safety. 8.2 :.Bicycle Parking -Long-Term and Short-Term Free C{:ass I and Class II bicycle parking facilities will be provided on-site for employees. One Class I (long-term) bicycle locker (capacity for two bicycles) or a covered, enclosed, secure area will be provided to enhance the viability for• bicycle comimuters. Class I bicycle lockers and two Class II bicycle racks will be placed at the building site. Gateway Boulevard is a designated bike route with lower traffic. volumes. All bicycle parking and facilities will be located in convenient, safe and well-lit areas with maximum space for the ingress and egress of bicycles. Note: The Peninsula Traffic Congestion Relief Alliance provides a 50% match for the costs of purchasing and installing any bike parking, from basic racks to high security lockers, up to a maximum of $500 per unit. 8.3 Bicycle Connections The project has good connections to regional bicycle facilities, .including-the San Francisco Bay Trail.. The Bay Trail is a network of multi-use pathways circling San Francisco and San Pablo Bays. The ultimate route is planned to be a 400-mile route througl-c nine Bay Area counties and 42 shoreline cities. The trail provides commuters an exceptional pathway to bicycle or walk to ~~ I. ®THE HOYI COMPANY ~ Peg2,_;12 -65- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February Z3, 2009 work in the South San Francisco Area. A map of the Ba.y Traits is prc>vided on page 14. Gateway Boulevard is considered a bicycle route with lower traffic volumes. A map of surrounding city bikeways is provided on page 15. 8.4 .Bicycle Resources Free Bike Buddy matching, bicycle maps and resources are provided) via the 511 system.. Bicycle commuters. looking to find a riding partner can log-on to bicycling.511.org for more information. The Alliance provides a free one-hour, on-site Bike and Pedestrian Safety Program for employees. This workshop teaches commuters about bicycling and walking as a safe, str•ess- relieving commute .mode; traffic: laws for bicyclists and pedestrian:; bicycle maintenance tips; and offers a drawing for free bicycle-related prizes. A program flyer is p"rovided as an attachment. ~~ I ®THE HOYT COMPANY _86_ Page 13 ;~ r 7 mti.rs .v'~-i LL ~ ~ i ~ ~ 4 ~ a .~l' y t 1 '{ 1t 1' 41 ^^ ,~ ~J , R. ~'a 4 ~ i 's~, o~ 'q,~~_ 9 ~~ Colrn~ ,~ f ~ c.~ t. .r A • ' 'j~ d1 .~.. ..-~. ~ p) .",'. ~ ~ ~ ~ ,°~ m ~ ~ ~ "~ ~ ,M . ylY1 ~ ~ •~ ~! -gyp '~ C ~' . O d ~ p ,, ~ d O C . qM ._~ t/1 IPS I ~ *7 '~ T7 C o ~ `•'J ~4 fl01'~ ~ Ad'' _ ~p ~ //~~ "~ ., _ _ Cdv~:~Gm ~Z ~Z G.L~ a r .w a .6 y rt. _ s li ~''~~~Fl Gamy' ~~ ~ ~ ~~ ~ rxE xoYT coMr~r„r Page 14 _87_ Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 y v U ~' v ~ F ~ ~ :J `1 J =r .-. ~ ~ .C d~ F f p •"• .S ~ .y. V G F ~ 0.' ~ a ~ 7 ~. :J d ,~ 1 .~ r ''' .~ C w ~ ~ F ,., ~ x a a u s o u • ~ ~ ;~ c ~ _ ~ _ u d ~ ~ 1. ~ O ''' _ ^ TJ C ~ ~ v C a, `' ~' m _ ' ~ ~ d _ ' 3 ,,..~ .i ~ R ° vi d ~ tc u r _ _~ ~ d G p Z~ d a, V c~ ~ 1~1~91 ~ ~ u = v ~ ~° 'x ~ ®. v ~ v~ q w y a ~~ ~ =- a ~ ~ ~ ~ v v ~ ., ' ' ^ o o C~ W A n P, 0. .. _ E 7 ~ " i ~ o C U a .. ~. ~ . ski ~rrx ~ c .. ai(~:. I [. .~ ~~ ~~~ .: ;;:. .p l :?, ~a -- - - - •"ice ii 1 _ _. ~'Z ®zxE xoYr CotsrnxY Page 15 -$$- ~'; ..: ~i~ Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan 8.5 Shower and Clothes Lockers February Z3, 2009 Showers and clothing lockers will be available for the use of employees walking and/or biking to work and others who wish to .change after commuting via alternative transportation. Shower and locker facilities will be provided free of charge for all employees. 9. 0 EMPLOYEE TRANSPORTATION COORDINATOR The Hyatt Place 550 Gateway Boulevard .project will. provide an Employee Transportation Coordinator (ETC) who. will have the primary responsibility; for, implementing this Plan. The ETC may be a part time or outsourced coordinator who manages ithe TDM Program. The ETC will be responsible for providing employee commute program assist;3nce i:o_employees, producing on- site transportation and promotional events, .collaborating with the Alliance to maximize employer resources, conducting the annual.survey and report. TDM industry data supports that having an ETC has a very positive impact on increasing alternative mode-use. This positiori will be filled by: Name: Mr. Vijay Patel . Employee Transportation Coordinator. .South San Francisco Hyatt. Place ,. Address:: ~ 550 Gateway. Boulevard ;~ South San. Francisco, CA 94080 Phone: (650) TBD The ETC will provide the following services: Promote trip reduction and. air quality: strateies to employees at the project site. Be the main point. of contact for employer contacts and employees wanting to commute using an alternative. Conduct annual employee surveys and provide reports to the City of South San. Francisco, which will include commute patterns, made splits, and TDM program success (process includes: annual. surveying cif employees, tabulation of data, ,and provision of results. in report format). Evaluate survey results for alternative transportation potential and/or changes to current program. ~~ ~. ©THE HOYT COMPANY. _ . .. .Page Z6 -gg- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 • Catalog all existing incentives that encourage employees to utilize alternative transportation programs. • Work with local agencies such as Caltrain, Sam'frans, BART, the Alliance, 511 and the Bay Area Air Quality Management District and post informational materials on the transportation kiosks in employee common areas, as well as disperse alternative program information to eniplo~yees -via designated employer contacts, posters, flyers, banners, campus nevvsletter, new employee orientation, etc. • Participate in the Bay Area Air Quality Managerent District (BAAQMD) Spare the Air program. Spare the Air ,day- notices will be forwarded to `employees to encou-rage not driving to work alone. , • Coordinate and manage various aspects of `the plan that require periodic updating or monitoring, such as `the GRH program, carpool and vanpool registration, parking enforcement, locker assignment~and enforcement. 9.1 Employee Transportation Flyer At the time of occupancy and new hire,. the employer will distribute an Employee Transportation Flyer to all employees commuting to the projeca site. All subsequent new employees will also receive the flyer and commuter benefits 'and program training. This flyer will include (but not be .limited to) information about carpool parking,"transit opportunities, shuttle services, bicycle routes and GRH information. i4 sample flyer is provided as an attachment: 9.2 Promotional Programs Throughout the year, maintain employee awareness by hosting ether transportation fairs or coordinating with other employee events such as Wellness l=air, Benefits Fair or other annual company events or promotions. These events will highlight transit and trip-planning services and rideshare. matching and other commute opportunities ai: the new site. The Transportation Fairs will bring together transit and transportation providers`(Caltr~~in, BART, SamTrans, and the Alliance), bicycle advocates, ridematching organizations (5:L1), and the Employee Commute Program for a comprehensive presentation. Other events and promotions on-site at the project may incaude Bike to Work Week, Caltrain Day, Rideshare Thursday's or a comprehensive transportation%cc~mmute fair. Various transit and rideshare organizations will be invited to set up a marketing k~ooth at a central location at the building during the year to promo~C ~~~e sl~Crrative ~dr~~~- iute dptions available to employees. free trial transit passes will be available for first time-:riders. Periodic on-site tabling would also be recommended throughout the year.. ~ . ~~ I ®THE HOYT COMPANY - - ~ - Page 1~I _90_ Hyatt Place 550 Gateway Boulevard Preliminary,TDM Plan February Z3, 2009 9.3 Transportation Information for Visitors and Guests The project will provide visitors and guests with transportation alternatives and information via on-site services and ,materials. Transportation information will include the 30-minute shared airport shuttles, Gateway shuttles, Bay Area bicycle trails, transit bptions (BART, Caltrain and SamTrans) and taxi services. 10.0 ALTERNATIVE COMMUTE EMPLOYEE INCENTIVES. The. Hyatt Place 5~0 Gateway Boulevard employer will be encouraged to offer their employees some form of alternative commute incentive. Incentives may include apre-tax, payroll deduction (Commuter Choice) for transit and vanpool .users, transit subsidies and/or commute subsidies. The Commuter Choice option is a tax-free salary payroll deduction of up to $110 per month per employee, for vanpool and rail transit pass fares through_a .voucher program ,(Commuter Check).. An employee can deduct up to $1,320 a year from their salary. as a pretax payroll deduction. This program encourages non-drive, alone commute trips. Transit,or commute subsidies can be a set dollar'amount or a percNntage~ of the monthly costs of trarasportat'ron. Employment sites that offer transit or comimute subsidies generally tend to have li~~gher levels of alternative mode-use. Subsidies can be provided in tandem with the~~pre- tax option. _ - 11.0 GUARANTEED EMERGENCY RIDE HOME PROGRAM.. The property owner will be required to .,:participate in the :.GRH .program managed by the Alliance. The Alliance covers 75% of the cost for GRH services. The employer pays the remaining 25% cost in the. event an employee uses the service. A sample Alliance GRH program flyer is provided as an attachment. AI! employees vvho commute to work using transit, .bicycle, or by carpool or vanpool, will be guaranteed a free ride home in the case of a personal emergency, or when they unexpectedly have to work late thereby missing the last,bus, or their normal carpi~ol home. The GRH program has proven very successful as it removes one of the major objection employees have to giving up their private automobile, especially those with young-families. The GRH program provides employees with a security blanket:, a feeling of reassurance that if a child becomes ill or injured during th'e day the employee can get to them `quickly. If employees need to work late and mi s their. bus or carpool, or if their vanpool breaks down, they are guaranteed a ride home. ~~ I ®TxE Harr C:ornpnNY _ Page 18 , _91- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan 12.0 FLEXTIME February 23, 2009 In order to use alternative modes of transportation, employees may need special consideration for their start and end times of work. For example, if an employee's workplace opens at 9:00 a.m. The carpool drops the employee off at 8:45 a.m., and he/she must wait until the building is opened. Many employees would drive alone given those conditions. Flextime allows the employer to adjust business open and close times to facilitate t:he use of alternative commute modes. The Hyatt Place 550 Gateway Boulevard. project will provide flextime to employees who desire to commute via. alternative transportation ratherthan the Single Occupant Vehicle (SOV): Project buildings will be open and accessible in the early morning and early evening hours to support an active flextime program. 13.0 INFORMATION BOARD/KIOSK One information board or kiosk vvill be located in the hotel in a common gathering area (e.g. employee entrance,. break or lunch room). The kiosks will contain transportation information; including GRH information, transit and shuttle schedules, SamTrans, Caltrain, BART, Downtown Dasher, 511 ridernatching and other. related ,..information. Information will be updated periodically by the ETC or designated employer contact. A sample wall-mounted. unit is shown . below. ~~ I ®Txa Horn CoMpaxY Page 1g -92- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan 14.0 ON-SITE AND NEARBY PROJECT AMENITIES February 23, 2009 On-site amenities provide employees with afull-service work environment: Eliminating the need for an automobile to make midday trips increases non-drip+e alone rates. Many times, employees perceive that they are dependent upon the drive-alone mode because of the number of errands and activities that must be carried out in different locations. By reducing this dependence through the provision of services and facilities at tree work site, an .increase in alternative mode usage for commute-based trips should be realized. 14.1 Cafe An onsite cafe and vending machines are provided on-site. Another cafe and bakery is located within walking distance of the project site at 701 Gateway Boulevard, which serves breakfast, lunch and offers catering services. This cafe is operated by a private vendor and is available to employees and the general public. 14.2. Recreational Facilities A greenbelt area will be incorporated:at the Hyatt Place 550 Gatevvay Boulevard site as part of the .project construction. This greenbelt area will offer project employees a recreational .area for walking, meditation or picnicking. The nearby Bay Trails project ..provides bicycle connectivity for commuters and recreational: ~- users."The Bay Trail is a planned recreational corridor that, wherr complete, will encircle San Francisco and San Pablo Bays with a continuous 400-mile network of bicycling and hiking trails. It will connect the shoreline of all nine Bay Area counties, link: 47 cities, and cross the major toll bridges. in the region. To date, approximately 240 miles of the alignment-over .half the Bay. Trail's ultimate length-have been completed.1 15.0 TRANSPORTATION MANAGEMENT ASSOCIATION Transportation Management Associations (TMAs) are aypically private, nonprofit organizations. run. by a voluntary Board of Directors with typically a small staff. They .help businesses, developers, building owners, local-government representati~~es,. and others, -work together to collectively establish policies, programs and services to address local transportation problems. The key to a successful TMA lies. in the ynergism of multiple groups .banding together to address. and accomplish .more .than any single emp)oyer, building operator, developer, or resident could do alone. 1 http://www.abeg.ca.gov/bayarea/baytr-ail/overview.html ~~ I ©THE HOYT COMPANY Page 2O, ,. a _93_ Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 In South San Francisco, the Alliance operates as a TMA organizatior-. The Alliance provides: • Shuttle programs • Carpool and vanpool matching • Parking management programs • Trial transit passes Emergency ride home programs • Enhanced bicycle facilities... • Car and vanpool incentives • Transit advocacy • .Information on local issues • Teleworking • Training • Marketing programs • Promc-tional assistance • Newsletter The employer will register in the Alliance GRH program for their employees and to use the resources and services available. Participating with the Alliance is a valuable asset for the project. The Alliance is a clearinghouse for information aboG-t alternative .commute programs, incentives, and transportation projects affecting San Mateo County businesses. 16.0 MONITORING AND ENFORCEMENT The intent of the City of South San Francisco's Municipal Code is tc~ reduce SOV trips anal,. in so doing,` lessen the resulting traffic congestion and mobile source-related air pollution. It is important to ensure TDM measures are actually implemented .and. effective.. Therefore,. a monitoring and enforcement program is necessaryfor each application. Because the City's TDM Program is performance based (i.e:; .project. alternative. mode usage and corresponding trip . reduction at' 28%), an annual evaluation program will. allow the Hyatt Place project and the City. to assess the effectiveness of the unique program designed for their project and. to make adjustments as necessary to consistently meet or exceed the requirement. The Hyatt Place project will establish and maintain a 28% trip reduction at the proposed project site that is subject to annual monitoring. The developer plans to promote, encourage, and support. alternative commute mode usage for employees at the Hyatt Place project.. 16.1 Annual Employee Commute Survey and Report An employee commute survey will be a .critically important: part af'the monitoring process to determine the success or failure of TDM measures. An employee survey will be distributed and collected by the project-ETC and/or designated employer rE~presentative. The survey will be designed to collect quantitative data (e.g., mode split) and qualitative data (e.g.;` employee perception of the alternative transportation programs). The survey may be conducted 'via cordon counts/a statistical sampling or all employees may be surveyed. If all employees are surveyed, the target response rate will be 50% plus one to create a statistically valid survey.`. ` Survey data may then be used to .focus TDM marketing and. the efforts. of the ETC. ~ The TDM program could be re-tooled, if necessary, to maintain the project's 28% alterative commute use rate and commitment at the site. For example, employees may express a desire for transit subsidies that the employer may wish to provide as an .added.employee commute.. benefit. ~~ ' ®THE HOYT COMPANY - ...Rage. 21 -94- Hyatt Place 550 Gateway Boulevard Preliminary TDM Plan February 23, 2009 A summary report-based on results from the employee commute survey will be submitted to the City of South San Francisco. 17.0 CONCLUSION The developer is committed to,_achieve and maintain a 28% employee: alternative mode-use at the proposed project. This TDM Plan provides the details of heir commitment to the City of South San Francisco, By balancing air quality with economic growth, the Hyatt Place 55G Gateway Boulevard project - will help South San Francisco thrive as a community.. It is projects like...these that will contribute to South San Francisco's future livelihood. Thee Hyatt Place 550; Gateway Boulevard project supports the policies: of focusing clustered development along transportation corridors (Highway 101: and 1-280), and transit corridors ' (Caltrain_and BART). In order to be part of the transportation solution, this, project contains th'e density and critical mass necessary to :.encourage the use of all' alternative.- .modes of transportation including bicycling, carpooling, vanpooling, and public transit. x~l _ - ,y , ~~-I- ®THE HOYT COMPANY ~ - Page 22 -95-- (~"~~_" Voucher Number ~ ~; r r. ~ " ~` ~=C~~. 1 1 1 1 - ,;~ ~, ° .;~~~{ K~4- o n South San Francisco S~~y h ~~~}~Wir 3~. ~~-. 5p i ~~ .fie y Y~R~ e~,h _ x'1iS . ~ M .N~ ~-~ ~ (5 ~~" ~S t N Mi ~ ©~ hi ° Q r ~`~',w ~ rF#y' :.6 S h~"" ~ ~ ~ya~'+,~f.. rH: a $ ©~ r ~~~ ~ ) z t C ~ t ~V_ . y _ S ~ r xS ,~~ z r,~ i:~'n4 ~~. a t I ,,d, ~. ~ nn.y a .way. _ .. ' ... ..~ k~,, ~ ~~ ~~;.~,~~ z~ ~ y,, . Please give this to your taxi driver at the"time of pick up ~. t k e~~ ~ ;~ ~a ~'~~~. Frorn" employer a -t # r ~ ,~,r p~F 4~-HI ~~ ~~r ti} ~ / / d~ rE ~ w A t f' jy'1 ~~ l L ~ ~ ~~ ~ e ~} ' , r •~~ ~ "• / Y; x a `, ~~ -- wviw:~tommute.org ;. Voucher Number '~ V ~ ~ ~ ~ ~~'.~~~` Dow ~ outh San Francisco ~. ~, ~_ i i ..: __ Please. give this to ,your taxi driver'at the'time of pick, up Foam Do~nrr~town Sovirh San Erdncasco _ _ :r._ ~ ~ To he{p improve this .new transportation service, tell us ~. 9 7 _ which merchants} you visited on this trip www.commute_org . Downtown South fan Francisco ~ s' k e3- 6~J" r~ t~ ~ qql '.t Tips voucher g ~ , .~a '~. a one-w~~ . taxi ride to _ ~ d dr®p-®ff ,~,~as lo~atians d @ Linden and E, 733 Airpor `Ivd. during the' h®urs ,r, ,~ ~:~A~~ ...~.,. ~.a~-~ ,,,: of 11:~~ am to'2:Q~ ~n~. ~~,T~~~~hl~::r~alil~niaAy s. ~` Just call Peninsula Yellow Cab (before 10:00 am) to book your ride. ~~ (650j 588-2131 ~~. .. . . _~'~~rci~rl u downtown South san Francisco ~s y~~ Q }_ ~~ r N _ _ ,: _~ .~~ ' .rs'e s;~ Thi's voucher good. ~ one-v~oy taxi ride from d: ~' d -drop-off `° ,_ N . ~~ CROP-®F~s is locption$ o ~~` `Inde6'B t~n~ ~"'TGRAND AVE. & LINDEN AVE. ~ ~ 733 AIRPORT AVE. 733 ~lirpor ` wring the hQUrs ~ ®f '11: t ; aria t~ 2:0~ prn. ~^ Just call Peninsula Yellow Cab r (belrore 10:04 am~ to book your ride. r ~65Q} 588-2131 v.. _ '_ I nd P~clestrvan ~i~yc~a ~afet Pro :ram Y g Attention Bicycle .Commuters . Get A Free One Hour Bilce And Pedestrian Safety Workshop At Your Jobsite This Fun, Energizing Workshop Includes: ` • Tips on including Bicycling as a safe, stress relieving commute mode. • Coverage of Traffic Laws for Bicycli.~ts, Pedestrians, and Motorists around Bicyclists and Pedestrians • Basic Bicycle Maintenance Tips • Free bicycle` related Door Prizes.: PENINSULA TRAFFIC CONGESTION RELIEF ~ T T T A T T r Y T 1150 Bayhill Drive San Bruno, CA 94066 P: 650-588-8170 F: 650-588-8171 Ask Your Employer To ~i~re Us A.Call, And The ALLIANCE Will C)o The Rest!!! If you would like. more information on the. Bicycle and Pedestrian Safety Program,- please call The ALLIANCE at 650-588-8170, visit our website at www.commute.org ; or a-mail us at ALLIANCE(a~commute.org Rev 2 . As. Belmont • Brisbane • Burlingame • Coima~• Daly City • E. Palo Alto • FosterCity • Half Moon Bay Millbrae • Pacifica ~ RedwoodCity •<San-Bruno • San Carlos • San Mateo • S. San Francisco -99- Transit services to South San Francisco areas are provided byr Caltrain, BART, and SamTrans. Visit www.caltrain.com, www.bart.gov, and www.samtrans.com for updated schedule and service information. The Glen Park and Millbrae BART shuttles offers 78 daily trips each,from their respective BART Stations to 550 Gateway Boulevard. The Millbrae Caltrain shuttle offers 29 trips per day. Shared hotel shuttles provide an additional 42 trips to BART at the Airport. SamTrans routes 130, 132, 133, 35 and 36 connect with the Utah-Grand Area BART shuttles at the South San Francisco Station. .. ~, ',~~.,~,, r~ .. - .. 511 is the regional ridesharing service that will-help you to find a vanpoo(or carpool partner. Please call 511 or log on to wvvw.511.org for ridematching services and other alternative transportation options. The Peninsula Traffic Congestion Relief Alliance .provides commute incentives such as FREE gas for carpoolers, FREE trig! transit tickets (Caltrain, BART, SamTrans, and others), vanl~ool rebates, and bike locker subsidies. For more information, log on to www.commute.org or call (650) 588-8170. 4 fix, .k '~ ~- '~~a. ~.. Regional bicycle route maps are available to bicycle commuters and recreational bicycle users. To view a map, log onto www.511.org. Bicycles are allowed on SamTrans buses and Caltrain. Secure bicycle parking is available at stations and at the 550 Gateway .Boulevard site. Employees who work at 550 Gateway Boulevard and .primarily use alternative transportation (transit, vanpool; carpool, bicycle, or walk} for their monthly commute can obtain aFREE=.Guaranteed -Ride. Home (GRH}. In the event of an emergency or illness, the GRH program provides a free ta:Ki,;or rental car for your return trip home t*re~~aares erbtplo~rer reg65trati®n). See your company.representative for more information: - 10 0 - 2/23109 s 1~. t1 1'01:_ PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE 1150 Bayhill Driye Suite 107, San ~run~, CA 94066 P: 650-588-8170 F:650-588-8171 Are you ready to improve recruitment and retention rates, .reduce .parking congestion, and attract emplay~ees from a wider area, while providing a subsidized, low cost benefit: to your employees? Do it all with the Alliance's Emergency Ride Home~F'rogram' Most employees choose to drive their c-wn personal` vehicle to .work: becau e they don't want to be stranded at work should an emergency arise. With.the Emergency Ride Home program, employees are .given the assurance that, in the case of an emergency, they will be provided with a free taxi ride or a 24-hour car rental. We pay 75% of`the ride! The participating employer pays the remaining 25% Historically, program costs remain very low because emergencies are - infrequent.` The Alliance can help you design easy administration , policies that prevent .program abuse. Employer cost of one Emergency Ride Home: average $12 Trusting your employer wily, be there. for you in an emergency: Priceless The ~-1liance does all ~th~~ work.- If you have any questions or .are. unsure if your. company could benefit from this oc other no to low cost corrlmute programs, contact us at 650-588-81:0 or via email at alliance.@commute.org. 10.2 _. r-. A O~ LOCAL HIRING AGREEMENT REGARDING RECRUITMENT AND HIRING OF (EMPLOYEES AT THE GATEWAY BOULEVARD HYATT MOTEL PROJECT IN SOUTH SAN FRANCISCO This Local Hiring Agreement is entered into this ~h- day of h-~0-,2.~, , 2009, by and between KRISHNA ENTERPRISES, property owner and project applicant (hereinafter, Owner ), and the CITY OF SOUTH SAN FR,A,NCISCO (hereinafter, city ). Owner and the City (collectively "the Parties") hereby agree as follows: Section 1. Purpose. The purpose of this Local Hiring Agreement ("Agreement"} is to facilitate .and ensure employment of Local Applicants by Owner, during construction and operation of the Project. Section 2. .Definitions. As used in this Agreement, the fallowing `capitalized terms shall have the following meanings. All definition: include both the singular and plural form. "Agreement" shall mean this Local Hiring Agreement. "City" shall mean the City of South.San Francisco. "Construction Job" shall mean a job for which Owner, or Owner's designee, employee, or contractor, directly hires an employee for an activity that is performed on-site at the Project, prior to the Hotel Opening Date, and related to the physical construction of the. Hotel buildings including interiors, and all related improvements to the Hotel buildings, and other .improvements on the Project site. Construction Jobs include, but are not limited to, construction labor and trade work. . "Hotel Job"-shall mean a job that is performed on-site at the Project, excluding Construction Jobs,. for which Owner, or Owner's employee or designee, directly hires a new employee. For the purposes of thisAgreement, the term "Hotel Job" shall not include any job which Owner fills with.an employeE~ who already works at a hotel owned by Owner. "Hotel" shall mean the Hyatt Hotel Project, located at 550 Gateway Boulevard in the City of South San Francisco (South San Francisco ProjE;ct Number P07- 0073). "Initial Hiring Date" shall mean thedate on which OwnE~r cornmences Hotel Job hiring efforts outside of the Project Impact Area. -103- "Local Applicant" shall mean a job applicant that residE;s in t;he Project Impact Area. "Pre-Hiring Period" shall mean the seven (7) day period immediately prior to the Initial Hiring Date. "Project" shall have the same meaning as "Hotel." "Project Approval Date" shall mean the date on which 'the last discretionary approval required for development of the Hotel is issuE~d. "Project Impact Area" shall. mean. San. Mateo County. "Hotel Opening Date" shall mean the date on which thE; Project first opens for normal operations. Section 3. Scope. This Agreement shall apply to hiring by Owner for Construction Jobs and Hotel-Jobs at its location on Gateway Boulevard in the City of South San Francisco, except for jobs for which i:he hiring procedures may be governed by a collective bargaining agreement that conflicts with this Agreement. . Section 4: .Duration. This Agreement shall terminate and be of no further force or effect five (5) years from the. Hotel Opening Date. ~_ Section 5. Loca) Hiring Obligation. 5.1 Construction Jobs. Subject to the provisions of this Agreement, .Owner agrees that for Construction Jobs, Owner will use .reasonable best. efforts to hire contractors that will employ a. workforce on his Project that consists of no less than fifteen percent (15%) of workers that reside in the Project Impact Area. 5.2 Hotel, Jobs. Subject to the provisions of this Agreement, Owner agrees that no less. than fifty percent (50°~0) of 'the Hotel Jobs shall be filled by a Local Applicant. Section 6. Activities Prior to Hotel Opening Date.. Owner shall undertake the following activities during the three months prior to 'the Hotel Opening Date: 6.1 Pre-Hiring Period.: Owner shall coordinate with the City Manager or his designee, to arrange for apre-hiring location in a convenient, transit-accessible location within the City. Owner shall conduct .hiring activities at this pre,-hiring.: location during the Pre-Hiring Period and shall only considerapplications from Local Applicants -104- during that time. Owner will interview, ar~d make hiring decisions during the Pre-Hiring Period regarding Local Applicants who apply during the Pre-Hiring Period before interviewing any other candidates for Hotel Jobs. 6.2 Advertising Initial Hiring Employment Opportunities. Owner shall advertise in connection with hiring for the initial staffing of its operationsat the Project in a local newspaper of general circulation, before advertising in other newspapers. 6.3 Other Notification of Initial_Hiring Employment Opportunities. Owner shall provide to a maximum of ten (10) community-based organizations and/or public agencies, as direct~:ed in writing by the City, a list of hiring needs for the initial staffing of its operations at the Project. Section 7. .Activities During First Five Years- of Project: Operations. During the first year following the,Hotel,Opening Date, Owner shall meet and confer with City representatives regarding hiring issues on a quartE;rly basis. During the second through fifth years following the Hotel Opening, Date, Owner shall meet and confer with City representatives regarding hiring issues on an annual basis. Each of these meetings shall (i) be initiated by written notice by City to Owner; and (ii) occur at a time and place in South San Francisco that. is convenient to both Parties. These meetings shall include the following:. 7.1 Employment Needs and Practices. ThE: Parties. shall discuss Ovvner's` employrnent needs, hiring and rEaention experience and practices, in sufficient detail so as to allow,City and/or any adult education providers designated by .City to undE;rstand Owner's employment needs and to facilitate training and education efforts. by City to better prepare Local Applicants for HotE:l Jobs. 7.2 Recent Hires. Owner shall provide to City. representatives the number of Local Applicants hired by Owner since the last meeting, and the total number of employees hired by Ovvner for Hotel Jobs since the last meeting. if Owner has not had ar~y hiring activity during that time period, Owner shall inforrn Cit}~ of such inactivity. 7.3 Total Hires. Owner shall provide to City representatives the number of total Local Applicants ,hired. by Ovvner and the total number of employees hired by Ovvner for Hotel Jobs. Section 8. Limitations. This Agreement is subject-to the follovng limitations: 8.1 No Violation of Hiring Practices or Regulations. Nothing in this Agreementshall be construed to require Owner to,violate in any -105- manner its hiring practices, or federal or state laws, regulations, consent decrees. or orders. 8.2 Labor Agreements. In the event that the provisions of this Agreement are inconsistent .with the provisions of any ,collective bargaining agreements or other labor agreemf~nts by which Owner is bound, then the provisions of such other agreements shall control and to that extent, the provisions of this Agreement shall be null and void. 8.3 Exceptional Cases. This Agreement shall not apply to any employment opportunities vvhen any of the following is true: (a) Pre-Hiring by Owner. This Agreement ;hall .not apply to any hiring which Owner may have donE~ prior to the execution of this Agreement. (b) Existing Employees. Nothing herein shell restrict any. policy by Owner to `allow existing employE~es of Owner's hotels to have preference with respect to jobs available at the Project. (c) Essential Functions. Nothing in this Agreement shall .preclude Owner from using temporary or reassigned existing employees to perform essential functions of this operation.. For these purposes, "essential funcaions" means those functions necessary to meet business obligations. (d) Other Hotels. The provisions of this Agreement shall apply only to employees hired by Owner i:o be assigned on a primary basis to positions at the. Project. Owner's efforts to recruit and hire employees to be assigned to any positions at hotels other than the Project are_not within .the scope of this Agreement. 8.4 Hiring Rights. This Agreement is not intended to cause the ,business operation of Owner at the Project to be non-competitive as to labor costs. Owner is not required to hire individuals who are not qualified for the ,intended position. The.:. Parties agree and acknowledge that every individual considered by Owner for employment must pass a preliminary screening test that may include a drug test, a background check and/or any othet- nondiscriminatory pre-employment conditions that Owner establishes from time to time in its sole discretion. Employment with Owner is not fora.. specified term. The. employment relationship may be terminated with or without cause, or, where appropriate, pursuant to the terms of any applicable collective bargaining -106- agreement, employment agreement, or p~~rsonnel rules or regulations. Nothing in this Agreement is intended to alter the "at- will" .nature of an individual's employment with Owner. Section 9. Notices. Any notices required to be given unaler this Agreement shall be in writing, and any. such written notice shall be deemed to have been duly given on the earlier of (i) the date that-such notice. is received or (ii) two (2) days after the date that it is mailed either via a nationally recognized overnight courier, or via either registered or certified: mail, return recei~>t requested, postage prepaid, to the Parties at the addresses below: If to City: City of .South San Francisco City Hall 400 Grand Avenue South San Francisco, CA 94080 Attention: City Clerk If to Owner:: Vijay.-Patel , Krishna Enterprises 2834''EI Camino Reai Redwood City, CA 94061 (650) 366-2000 Either party may. change its address by giving notice of such change. Failure to give any notice in a manner provided in this Section 9 shall not defeat the effectiveness of any written notice that is actually and tirrrely received. Owner will notify City of the name of the initial hotel manager, and upon request from City, Ownerwill provide City with the name of the then current hotel manager. Section 10. Miscellaneous Provisions. 10.1 Early Termination.. This Agreement is bs~sed on the expectation than Owner will construct the Project: In the event that Owner does not obtain a building permit for the Project within two years from the Project Approval Date, this Agreement shall terminate and be of no further force or effect. 10.2 Compliance with State and Federal Law-. This Agreement shall be implemented only to the extent that it is consistent with the laws of the state of California and the United States. If any provision of this `Agreement is held by a court of law o be in conflict with state or federal law, the applicable law shall prevail over the terms of this Agreement, and the, conflicting provisions of this Agreement shall not be enforceable. -107- 10.3 Severability. if any term, provision, covE;nant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect. 10.4 Binding, on Successors. This Agreement shall be binding upon and inure to the benefit of the successors in interest, transferees, assigns, present and future partners, subsidiary corporations, affiliates, agents, representatives, heirs, and administrators of any party that has committed to comply with it. Any reference in this Agreement to a party shall be deemed to app(~y to any successor in interest, transferee, assign, present or future partner, subsidiary corporation, affiliate, agent, representative, heir or administrator of such party. 10.5 Counterparts. This Agreement may be .executed in one or more counterparts. Each shall be deemed an original and all, taken together, shall constitute one and the- same. instrument. 10.6: Relationship of Parties.. It is specifically .understood and agreed by the Parties that the development of thf; Project is a private development. Nothing contained in this Agreement shall be deemed or construed, either by the PartiE~s hereto or by any third party, to create the relationship of principal and agent or create any partnership, joint .venture or other association between Owner and City. 10.7 Governing Law. This Agreement shall be governed and construed by the laws of the State of California. 10.8 Construction. Owner and City both have had 'the opportunity to be advised by counsel with regard to this Agreement. Accordingly, this Agreement shall not be strictly construed. against any.. party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement. 10.9 Entire Agreement. This Agreement contains the entire agreement between the Parties on the. subjects described herein; and supercedes any prior agreements, whethElr written or oral. This Agreement may not be altered, amended or modified except by an instrument in writing signed in writing by all parliies to the: contract in which it is incorporated. [SIGNATURES FOLLOW ON NEXT PAGE] -108- IN WITNESS WHEREOF, the Parties hereto have e~;ecuted this Agreement on the dates written below: The City of South San Francisco Dated: 2009 APPROVED AS TO FORM: City Attorney Barry M. 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NDna+° cDNTAINEC 550 GATEWAY BL1N. SOU1H SAN FRANCISCO, CA. ~a 6 0___E "7 ~IU ~ Op AEPRESENIEO CII DIEiE DOf]1MEN18 WiALL BE USED BY Op DEpXOSEO 10 AHY PER~N, FpDd GA COPPORARON FOR ANY PURPOSE MDIM E%I'RESSED NAHIEYI CONSENT OF LEE CAGE t AS~CIATES, AM: ~ n ~ __ , \ \ ~ ~ 1 \ ~ \ \ ~ / \ ~ 1 \ v n 1 ~' i i ~~ \~ - i D 3 - 3 t S ~ to ~~ __. E \ 'I ,. I ... \ .... t : . > a ~ T ~ o D 3 ~~ ~. _ - - I s ~~~ - - d PP a- ~ Ig ~ ~ __y ~ p,. ~ . N w i ~ ~~ ~x ~y ~ u~ ~-~ ~ ~ Ag i x _ ~.~ D ~ ~~ ~ ~.__I , '. n i _~ I ~ L ~ ~-~ ~ ~ o m D _ ~ 3 I _ 4 I* ~ ~~ ~ ~ ~ _ ~ o ~ ~ ~ ~ ~ ~ ~ o~ ~ ~ o °, ~ \ z ~~ o ~ ( "' ~ ,~ ~ ~ g~ I ~ I ~f ~ U A W IJ ~ ~- Z ~ I m o - 3 3 i N z -II a° ~ 4 ~ o o ~ o ~ ,~ ~ m° ° n i m m~ 1y sxl I ~In uvvly v~ s~ rn ~nnnn m uu~I}7~'p 177yn~ _ ~ m u ° ~ N FIN ~ ~ v ~, ~ g ^ ^ ~c 3 I~ ~ ,.3 0 I~, ~ 3 ~n ~~~t00 ~ N~S rI RI I^ t ~ n ~ n R13 0 0 9~ n V n ~°,, y L n g a ~ ~~ r I^3~ nN I 3~~ ~°jSy ^~ n ~C o d~~? 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