HomeMy WebLinkAboutReso RDA 43-1983 RESOLUTION HO. 43
THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
A RESOLUTION AUTHORIZING EXECUTION OF
A FOURTH.AMENDMENT TO THE OWNER
PARTICIPATIONAND DEVELOPMENT'AGREEMENT
BE IT RESOLVED by the Redevelopment Agency of the City of South San
Francisco that:
1. ·Execution.
Execution of the Fourth Amendment to the Owner Participation and
Development Agreement by and among the Redevelopment Agency of the City of
South San Francisco, the City of South San Francisc~ and Homart Development
CompanY, which Amendment is attached hereto as Exhibit "A" and is incorporated
by reference herein, is hereby authorized.
2. Signatures.
The Chairman is authorized to execute said Agreement on behalf of
the Redevelopment Aaency and the Executive Director attest his signature
thereto.
adjourned
PASSED AND ADOPTED at an reqular meeting of the Redevelopment
Agency of the City of South San Francisco on this 28th day of Sep~emh~r ,
1983, by the following vote:
AYES: Members Ronald G. Acosta, Mark N. Addiego, Emanuele N. Damonte,
Gus Nicolopulos, and Roberta Cerri Teqlia
NOES: None
ABSENT: Nonehai~ra~n4~
C , Redeve of the
ATTEST: City of South San FranciscO'
Executive Direcfor/Secretary
FOURTH AMENDMENT TO
OWNER PARTIC I PATION AND DEVELOPMENT AGREEMENT
This Fourth Amendment to Owner Participation and
Development Agreement is made as of this ~-'~day of~
1983, by and among CITY OF SOUTH SAN FRANCISCO, a municipal
corporation (hereinafter called "City"), REDEVELOPMENT AGENCY OF
THE CITY OF SOUTH SAN FRANCISCO, a public body, corporate and
politic (which, together with any successor public body or officer
hereinafter designated by or pursuant to law is hereinafter called
"Agency"), duly created, established and authorized to transact
business and to exercise its powers, all under and pursuant to the
Community Redevelopment Law of the State of California (Part 1 of
Division 24 of the California Health and Safety Code) and having
its office at the City Hall, 400 Grand Avenue, in the City of South
San Francisco, California, and HOMART DEVELOPMENT CO. (hereinafter
called "Developer").
RECITALS:
WHEREAS, City, Agency and Developer have entered into
that certain Owner Participation and Development Agreement
(hereinafter called the "OPA") dated as of March 19, 1981, in
connection with the Redevelopment Plan for the South San Francisco
Redevelopment District, which provides for the redevelopment of an
area located in the City of South San Francisco (hereinafter called
the "Project Area"); and
WHEREAS, on December 30, 1981, City, Agency, Developer
and Genentech, Inc. entered into the First Amendment to the OPA
which First Amendment dealt primarily with the parcel within the
Project Area which Genentech, Inc. has acquired from Developer; and
WHEREAS, on June 15, 1983, City, Agency and Developer
entered into the Second Amendment of the OPA, which Second
Amendment extended the time for reaching an agreement pursuant to
Paragraph 2.2.3 of the OPA to a date not later than August 31,
1983; and
WHEREAS, on August 2~, 1983, City, Agency and Developer
entered into the Third Amendment to the OPA, which Third Amendment
extended the time for reaching an agreement pursuant to Paragraph
2.2.3 of the OPA to a date not later than September 30, 1983; and
WHEREAS, on April 21, 1982, Agency adopted Resolution No.
31 (the "Note Resolution") authorizing the issuance of $6,500,000
principal amount of Redevelopment Agency of the City of South San
Francisco Gateway Redevelopment Project 1982 Tax Allocation Notes
(the "Notes"); and
WHEREAS, on April 28, 1982, City, Agency and Developer
entered into a Repayment Agreement (the "Repayment Agreement")
which dealt with, among other things, the assessment financing of
certain of the Other Off Sites as defined in the OPA and further
defeined the Proportionate Shares of Agency and Developer with
respect to the construction of the Other Off Sites; and
WHEREAS, the Notes were dated June 1, 1982, were issued
July 7, 1982, and mature June 1, 1985; and
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WHEREAS, City, Agency and Developer desire to enter into
a further amendment of the ePA in order that such agreement might
cover the respective rights and obligations of the parties with
respect to the Oyster Point Separation, the "Gateway Connector" as
hereinafter defined, the "Auxiliary Lane" as hereinafter defined,
and to reflect mutual agreements and understandings with respect to
the modification of the Proportionate Shares of Agency and
Developer with respect to the Other Off Sites to modify the
priorities for repa!zment and, finally, to consider modification of
the Scope of Development.
, NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, the parties hereto agree as
follows:
ARTICLE 1
GATEWAY CONNECTOR
1.1 Renaming of Northbrook. The OPA is hereby amended
to delete all references to "Northbrook" and "Northbrook Boulevard"
and substitute therefor the names "Gateway" and "Gateway
Boulevard," to reflect the fact that the proposed Northbrook
Boulevard, as shown and referred to in the ePA, has been renamed
Gateway Boulevard.
1o2 Gateway Connector.
(a) The "Gateway Connector" shall mean and refer to
the opening of Gateway Boulevard between East Grand Avenue and
South Airport Boulevard, and the construction of the Gateway
Connector shall mean and refer to the environmental studies,
design, acquisition of right-of-way for, construction and
improvement thereof, all as more particularly described in Exhibit
"B-3" hereto.
(b) The "Cost of Construction" of the Gateway
Connector shall mean the total cost of environmental studies, the
total cost of construction, total cost of acquisition of lands and
easements and all incidental costs and contingencies thereto,
including engineering, supervision and inspection as incidental to
construction~and acquisition'and including any financing costs,
such as bond discount, reserve fund, bond counsel fees and printing
and advertising costs, which arise from any bond financing
necessary to provide funds or repayment of funds for construction
costs of the project.
1.3 Construction of the Gateway Connector. The
construction of the Gateway Connector has been included within ,the
proposed public improvements of the Gateway Assessment District No.
ST-82-2 (the "Assessment District") in connection with the Gateway
Redevelopment Project. It is presently contemplated that,
depending upon the results of environmental studies, the
construction of the Gateway Connector may be accomplished through
the Assessment District in conjunction with the Agency and City as
part of the Gateway Redevelopment Project serving the said Project
Area.
1.4 Proportionate Shares. Except as modified by
paragraph 1.7 hereof the Proportionate Shares of Agency and
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Developer in the Cost of Construction of the Gateway Connector
shall be: Agency, 25% (not to exceed $1,250,000.00); Developer,
75% (not to exceed $3,750,000.00).
1.5 It is contemplated that the entire Cost of
Construction shall be financed by special assessment and assessment
bond proceedings through the existing Gateway Assessment District
with the Agency's share of the cost included in assessment against
Developer's properties, subject to reimbursement to Developer as
herein provided. The Cost of Construction of the Gateway Connector
shall be included within the total cost of the Improvements as
defined in Paragraph 1.17 of the Repayment Agreement, and the
calculation of the Agency's tweedy-five percent (25%) Proportionate
Share and Developer's seventy-five percent (75%) Proportionate
Share of the Cost of Construction of the Gateway Connector shall be
determined in accordance with Paragraph 4.3 of the Repayment
Agreement, subject to the maximum limitation that Agency's share
shall not exceed $1,250,000, and Developer's share shall not exceed
$3,750,000.
1.6 Repayment of Developer.
(a) Subject to the provisions of the Note
Resolution and the Repayment Agreement, repayment of Developer's
Advance of Agency's twenty-five percent (25%) share for the Cost of
Construction of the Gateway Connector shall be entitled to Priority
as set forth in paragraph 2.12 of the OPA as amended herein.
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(b) Developer's Advances' shall be repaid in
accordance with Paragraph 6.2 of the Repayment Agreement as an
Article IV Advance, subject to the following:
(i) Developer's Advance of Agency's twenty-
five percent (25~) Proportionate Share of the Cost of Construction
of.the Gateway Connector funded by Phase I Assessment District
Bonds (which amount equals $700,000) shall bear interest at the
rate of 11.1765 percent per annum and shall accrue said interest
from the date of the sale of said Phase I Bonds.
(ii) Developer's Advance of Agency's twenty-
five percent (25~) Proportionate Share of the Cost of Construction
of. the Gateway Connector funded by Phase II Assessment District
Bonds shall bear interest at the coupon rate on said bonds and
shall accrue said interest from the date of sale of said bonds.
(iii) Amounts due Developer under the
provisions of paragraph 1.6(c) with respect to Developer's
Proportionate Share shall bear interest at the average rate
established by the sale of Tax Increment Bonds issued to refinance
the Notes and shall accrue from the date that Phase II Assessment
District Bonds are sold or December 31, 1985, whichever is later.
(iv) Agency shall use its best efforts to
raise sufficient monies from the sale of Tax Increment bonds upon
the refinancing of the Notes to pay or provide for the repayment of
Developer of all Advances by Developer of Agency's twenty-five
percent (25~) Proportionate Share of the Cost of Construction of
the Gateway Connector.
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(v) In recognition of Developer's vigorous
efforts to facilitate development of two (2) hotels on the
Property, Developer may earn a credit (the "Credit") for
reimbursement of its Proportionate Share of the first $4,000,000 of
the Cost of Construction of the Gateway Connector for Transient
Occupancy Tax (TOT) earned on the rental of hotel rooms within the
Pro3ect during the period beginning on the effective date of this
Agreement and ending June 30, 1990, not to exceed $3,000,000. The
Credit shall constitute a conditional indebtedness repayment of
which is conditional upon the occurrence of event as set forth in
this subparagraph. If only one hotel is developed during this
period, the credit shall not exceed $2,000,000. In order for the
Credit to be earned based upon the development of two (2) hotels on
the Property, said second hotel must be completed and in operation
no later than June 30, 1990. The Credit shall bear interest at the
average rate established by the sale of Tax Increment Bonds issued
to refinance the Notes. Such interest shall accrue from the date
that said TOT is legally required to be paid to City by hotels
within the Project. The Credit shall be repaid from Tax Increment
in accordance with the priorities set forth in Paragraph 2.12 of
the OPA as amended herein. Agency will make every reasonable
effort to include payment of the Credit in the 1985 sale of Tax
Increment Bonds as provided for in Paragraph 2.12(b) of the OPA as
amended herein. If at the time of the sale of the aforesaid bonds,
the Credit due developer cannot be determined, Agency shall use its
best reasonable efforts to raise the full amount of the Credit and
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shall pay Developer all amounts which are tt!.en determinable from
bond proceeds, if any, and shall maintain the excess, 'if any, in a
fund substantially the same as the Deficiency Loan Repayment Fund
as defined in Paragraph 4.05 of the Note Resolution. As soon as
the Credit due Developer can be determined, the amounts so set
aside shall be paid to Developer.
(c) If the Cost of Construction of the Gateway
Connector exceeds $4,000,000 but is not greater than $5,000,000,
the Proportionate Share of Agency shall be twenty-five percent
(25%) and of Developer, seventy-five percent (75%) of said Cost of
Comstruction in excess of $4,000,000, subject to the limitation
that Agency's Maximum Share of the entire Cost of Construction of
the Gateway Connector shall not exceed $1,250,000, and Developer's
Maximum Share shall not exceed $3,750,000, as set forth in
Paragraph 1.5 above. Agency shall use its best efforts to raise
sufficient monies from the sale of Tax Increment Bonds upon the
refinancing of the Notes to pay or provide for the repayment to
Developer of all of Developer's Advance of Agency's twenty-five
percent (25~) Proportionate Share and reimbursement of Developer's
seventy-five percent (75~) Proportionate Share of the total Cost of
Construction of the Gateway Connector to the extent that said Cost
of Construction is in excess of $4,000,000, but is not in excess of
$5,000,000. The sale of Tax Increment bonds and/or refinancing of
Notes to pay or provide for the aforesaid repayment and
reimbursement to Developer shall be subject to the proVisions of
Subparagraph 2.12(b) of the OPA as amended herein. Repayment or
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reimbursement to Developer pursuant to this Subparagraph (c) shall
not be subject to any limitations based upon the level of Transient
Occupancy Tax generated by the rental of hotel rooms in ~he
Property.
(d) Any payment by Developer of all or a portion of
the Developer's Proportionate Share of the'first $4,000,000 of the
Cost of Construction of the Gateway Connector in excess of the
credit accrued pursuant to Subparagraph 1.6(b)(v) above shall be
deemed to be a Contribution.
1.7 Cooperation of Agency, City and DeveloDer.
(a) Agency, City and Developer shall cooperate to
control the Cost of Construction of the Gateway Connector and, as
provided in the Repayment Agreement, the plans and specifications
for the Gateway Connector shall be subject to the mutual approval
of City, Agency and Developer. In the event the Cost of
Construction of the Gateway Connector exceeds $5,000,000 but is not
in excess of $5,500,000, Developer shall pay the entire cost in
excess of the aforesaid $5,000,000 as a Contribution and without
any repayment or reimbursement from Agency and/or City.
(b) If the Cost of Construction of the Gateway
Connector exceeds $5,500,000, Agency and Developer agree that their
Proportionate Shares of said excess costs shall be fifty percent
(50~) for Agency and fifty percent (50%) for Developer without
limitation as to the total amount. Agency shall pay its
Proportionate Share of such excess and Developer shall not be
obligated to Advance Agency's Proportionate Share of sUch excess.
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(c) Notwithstanding the provisions of subparagraph
1.7(b) immediately above, if it appears that the Cost of
Construction of the Gateway Connector will exceed $5,500,000, then
the Construction of the Gateway Connector contemplated in this
Article I of the Fourth Amendment to the OPA and within the
proposed public improvements of the Gateway Assessment District No.
ST-82-2 may be abandoned only upon the written approval of all of
the parties signatory to this Fourth Amendment to the OPA. If
Agency cannot pay its Proportionate Share of such excess all
parties shall consent to an abandonment under this subparagraph
1.7(c).
(d) In the event that the Gateway Connector project
is abandoned pursuant to the provisions of subparagraph 1.7(c)
immediately above, the parties hereto agree that any costs,
damages, or other claims of any type arising out of said
..abandonment, including but not limited to any eminent domain,
inverse condemnation, precondemnation misconduct, abandonment or
blight or "Klopping" type damages sustained by Agency and/or City
shall be shared in the proportionate amounts of Agency,. twenty-five
percent .(25~) and Developer seventy-five percent (75~). The
parties further agree that the term "costs" as used in this
subparagraph includes all costs and attorneys' fees paid in defense
of any claims or causes of action of any type arising out of said
abandonment.
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ARTICLE II
AUXILIARY LANE
'2.1 Definitions.
(a) The "Auxiliary Lane" means a southbound
auxiliary lane on Highway 101 between Linden Avenue and Grand
Avenue, as described in Exhibit "B-3" hereto.
(b) The "cost of construction of the Auxiliary
Lane" means the total cost of environmental studies, the total cost
of construction, the total cost of acquisition of lands and
easements and all incidental costs and contingencies thereto,
including engineering, supervision and inspection as incidental to
construction and acquisition a~d.including any financing costs,
such as bond discount, reserve fund, bond counsel fees and printing
and advertising costs, which arise from any bond financing
necessary to provide funds or repayment of funds for construction
costs of the project.
2.2 Construction of Auxiliary Lane. Agency shall
undertake to construct the Auxiliary Lane and Developer shall make
a cash Contribution of up to $750,000 toward the cost thereof as
and when requested during the course of construction.
(a) The plans and specifications for the Auxiliary
Lane shall be as required by the Department of Transportation of
the State of California provided Developer shall be entitled to
review and, to the maximum extent possible, participate in the
development of such plans and specifications.
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(b) If construction of the Auxiliary Lane has not
commenced by June 30, 1988, Developer's obligation shall expire.
(c) City and Agency will cooperate with Developer
in seeking alternate mitigation measures satisfactory to the
Department of Transportation in lieu of the proposed Auxiliary
Lane.
(d) Notwithstanding the foregoing, it is
contemplated that the construction of the Auxiliary Lane shall be
undertaken by the Gateway Assessment District and, accordingly,
Developer's obligation and Agency's obligation shalI be fully
satisfied if the Assessment District shall undertake to construct
the Auxiliary Lane. If the construction of the Auxiliary Lane is
so undertaken by the Assessment District, Developer shall have no
right to reimbursement for any portion of the cost thereof.
ARTICLE III
PROPORTIONATE S~RES
The Agency's and the Developer's Proportionate Shares of
the Other Off Sites (including the Auxiliary Lane and the Gateway
Connector) shall be set forth on Exhibits "B-3" and "B-4" hereto.
Exhibits "B-3" and "B-4" to the OPA are hereby deleted, and there
shall be substituted therefor Exhibits "B-3" and "B-%" as attached
hereto.
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ARTICLE IV
OYSTER POINT SEPARATION
4.1 Deletion of Section 2.2. Section 2.2 of the OPA,
consisting of paragraphs 2.2 through 2.2.3, are hereby deleted from
the OPA and the following is adopted in lieu thereof and represents
the parties' agreement with respect to the financing of the Oyster
Point Separation.
4.2 Definitions.
(a) .The "Oyster Point Separation" means a proposed
grade separation at Oyster Point Boulevard and the Southern Pacific
tracks, together with any related freeway access and street im-
provement including, without limitation, the freeway over-crossing,
--- curbs, g~ltters, bicycle lanes, sidewalks, landscaping, signs and
signals, land acquisition, utility and storm drain relocations,
environmental assessments and reports,, artchitecture and
engineering.
(b) The "cost of construction of the Oyster Point
Separation" means the total cost of environmental studies, the
total cost of construction, the total cost of acquisition of lands
and easements and all incidental costs and contingencies thereto,
including engineering, supervision and inspection as incidental to
construction and acquisition and including any financing costs,
such as bond discount, reserve fund, bond counsel fees and printing
and advertising costs, which arise from any bond financing
necessary to provide funds or repayment of funds for construction
costs of the project.
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(c) "ADT of the Gateway Project" means average
daily trip generation oriented to or from Highway lOT, northbound,
southbound, or crossing Highway 101. The Project ADT for each type
of development in said Project shall be as set forth in Exhibit 1
to Exhibit "C" attached hereto and incorporated by reference herein
as though set forth verbatim. The "Total Project ADT" shall be the
total ADT defined and computed in accordance with subparagraph
4.5(d) below. For purposes of the foregoing computations, it is
specifically recognized herein that the office use Presently
described in the Scope of Development for the Gateway Project is
that of a general office building use and not an office park.
(d) Genentech Parcel means Parcels 1 and 2 of that
certain Parcel Map recorded at Volume 52, pages 18 and 19 of Maps
in the office of the Recorder of the County of San Mateo.
(e) Granada Royale Parcel means Parcel 3-B of that
~.certain Parcel Map recorded at Volume 53, pages 17 and 18 of Maps
in the office of the Recorder of the County of San Mateo.
4.3 Developer Advance. Developer has advanced the sum
of $68,254.29 toward the cost of preparation of an engineering and
feasibility study for the Oyster Point Separation. Such Advance
shall be subject to repayment with interest as provided in
paragraph 2.11.2 of the OPA and with the priority specified in
paragraph 2.12(a)(2) of the OPA as amended herein.
4.4 .Developer Contribution. Developer shall Contribute
to the cost of the Oyster Point Separation at a rate in accordance
with the Oyster Point Contribution Formula set forth in Exhibit "C"
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attached hereto and incorporated herein by reference as though set
forth verbatim.
4~5 Payment of Contribution.
(a) Developer shall pay Developer's Contribution
for the Cost of Construction of the Oyster Point Separation in cash
at such time and in such amounts as requested by City, except as to
requests made pursuant to subparagraph 4.5(e) and except as
provided in subparagraph 4.5(g) and (h) or paragraph 4.8 herein.
(b) .Within 30 days following the executi'on of this
Fourth Amendment to the OPA, Developer shall pay the cash amount of
$11010,548 as its Contribution based upon ADT for the building for.
which a building permit has been issued within the Project.
Thereafter, Developer shall, prior to the issuance of a building
permit for any building within the Project which generates ADT, pay
its cash contribution based upon ADT for the building for which the
Permit is to be issued.
(c) Developer may, at its own election, secure its
obligation pursuant to subparagraph 4.5(b) above by posting with
the City an unconditional letter of credit drawn only upon
"Acceptable Financial Institutions" as listed on Exhibit "D,"
attached hereto and incorporated by reference herein, in the amount
of all of Developer's cash contribution then due and unpaid. Upon
such a posting, Developer shall have met the prerequisite of
subparagraph 4.5(b) for the issuance of a building permit.
Thereafter Developer shall upon a request for funds pursuant to
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subparagraph 4.5(a) above, pay its cash contribution into the
Oyster Point Separation Fund within thirty days of said request.
(d) The Total Project ADT after subtracting 12,987
ADT as a credit for Developer's $2,000,000 contribution to the
Grand Avenue Separation and after reduction for Developer's'cash
Contribution due and payable pursuant to the first sentence of
subparagraph 4.5(b) above and after reduction for the contemplated
ADT of the Genentech Parcel and the Granada Royale Parcel is
17,374. Total Project ADT shall be increased to reflect any
increase in the Scope of Development (including any increase
reflected in precise plans approved for the Genentech or Granada
Royale Parcels) which is finally approved by the City and the Agency
after final environmental review, and to reflect an~ ADT contemplated
in paragraph 4.5(h)(iii) and not allocated to the Genentech or Granada
Royale Parcels in precise plan approvals granted, or building permits
issued subsequent to the execution of this Fourth Amendment. For the
purpose of computing Developer's remaining obligation to contribute to
the Oyster Point Separation, Total Project ADT shall be reduced by the
aggregate amount of ADT attributable to buildings for which building permits
have been issued within the Project (except buildings on the Genentech
Parcel and the Granada Royale Parcel). Project ADT shall be further re-
duced by any ADT in excess of that contemplated in 4.5(h)(iii) which is
subsequently allocated from Total Project ADT to the Genentech or Granada
Royale parcels respectively in precise plan approvals granted or building
.permits issued subsequent to the execution of this Fourth Amendment. The said
difference shall be referred to herein as "Future ADT." For
example: If by virtue of an increase in the Scope of Development
Project ADT is 37,000 trips and permits have been issued for
buildings which will generate 20,000 trips, Future ADT is 17,000
trips.
(e) Construction of the Oyster Point Separation
could proceed at such a rate that funds will be needed for that
improvement before Developer's Contribution would otherwise be
required hereunder. If that occurs the City shall be allowed to
request and Developer shall pay in cash the full amount of
Developer's Contribution based on Total Project ADT not already
paid in cash.
Upon such request by City, Developer shall pay
such amounts within thirty (30) days of City's request therefor.
In the event that City collects Developer's Contribution pursuant
to this subparagraph 4.5(e) and the Oyster Point Separation is not
physically under construction prior to December 31, 1993, City
shall refund all contributions made by Developer plus interest, if
any, earned thereon.
(f) All cash and letters of credit shall be held by
the City in a special fund, segregated from all general funds of
the City, which shall be irrevocably earmarked for the Cost of
Construction of the Oyster Point Separation as herein defined and
for no other purpose or purposes whatsoever unless and until the
repayment provisions of Paragraph 4.6 of this Fourth Amendment to
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the OPA are implemented. Ail interest earned on cash within the
Fund shall be credited to the Fund.
(g) City agrees to make any requests for cash
pursuant to this Paragraph 4.5 upon all developers who are required
to contribute to the Oyster Point Separation. Such requests shall
be made upon each developer in an amount equal to the amount that
said developer's proportionate share of the total Cost of
Construction of the Oyster Point Separation bears to the total
request then being made. Nevertheless, City shall not be required
to successfully collect said contributions, and Developer's
obligation under this Paragraph 4.5 to pay its Contribution in a
timely fashion shall not be affected by failure of the City to
collect the contributions of other developers. Upon City's request
for a cash Contribution by Developer, whether for Cost of
Construction as contemplated in subparagraph 4.5(a) above or for
the full amount of the projected Contribution by Developer as
contemplated in subparagraph 4.5(e) above, processing of all
precise plans and building permits shall be halted for development
on the parcel or parcels owned by Developer until payment of
Developer's cash Contribution is received.
(h) Future ADT shall be allocated to parcels within
the Project in accordance with the following:
(i) If a precise plan has been approved for
such parcel, the ADT attributable to the uses approved in
accordance with such precise plan shall be used to determine such
parcel's allocation of Future ADT less ADT attributable to
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buildings approved as part of such precise plan for which building
permits have been issued.
(ii) If no precise plan has been approved for
a given parcel the future ADT attributable to such parcel shall be in
the same proportion to the total Future ADT for the Project as the
area of that parcel bears to the total land area in the project for
'which precise plan approval has not yet been received. Upon
subsequent approval of a precise plan for each of said parcel{s),
the ADT attributable to each parcel shall be adjusted pursuant to
the Provisions of subparagraph 4.5{h){i) above. For example:
1. Land area in the project is 100 acres.
2. Precise plan approvals have been
received for 60 acres of the project area, leaving a total area of
40 acres for which precise plan approval has not yet been received.
3. Total Project ADT is 37,000 trips (by
virtue of an increase in the Scope of Development).
4. Based upon precise plan approvals
received after the date hereof, the total Future ADT for the
project is 18,500 trips.
5. Parcel A equals 10 acres. (25% of the
land remaining for which precise plan approval has not yet been
received.)
6. The total ADT attributable to Parcel A
would be 4,625 trips. {25% of Future ADT remaining for the
Project.)
(iii) Notwithstanding the foregoing provisions
of Subparagraph 4.5(h)(ii), the ADT attributable to the Genentech
Parcel shall be 4,400 trips and to the Granada Royale parcel 1614
trips until precise plan approval has been granted for said
Parcel(s). Thereafter, said ADT shall be adjusted in accordance
with the provisions of subparagraph 4.5(h)(i) above, and ADT not
allocated to either the Granada Royale parcel or the Genentech
parcel shall be added to Future ADT of the Project as an obligation
of Developer.
4.6 Refunds of Excess Payments. It is recognized that
the City will make every effort to secure maximum participation in
the Oyster Point Separation project, including uses other than the
major ones set forth within the Nolte Study and for greater state
and/or federal contributions to the Oyster Point Separation. Any
funds collected in excess of those needed for the local share
contribution and interest on such excess funds shall be refunded to
Developer in the same proportion that the ADT of the Gateway
Project bears to the total ADT upon which the total contributions
by all developers to the Oyster Point Separation project were
based.
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EXAMPLES OF PAYMENT REFUNDS
ASSUMPTIONS
1 2 3
% Pmt. Repaid Amount of
Project ADT Repayment*
Project Total divided by $1,380,000
ADT Payments total ADT x col. 3
Developer "A" 37,000(1) $3,800,000 .357 $ 492,660
Developer "B" 4,000 650,000 .039 53,820
Developer "C" 3,750 600,000 .036 49,680
Developer "D" 12,000 1,900,000 .116 160,080
Developer "E" 7,000 1,100,000 .067 92,460
Redevelopment
Agency
(Including
Future) 40,000(1) 2,500,000 .385 531,300
TOTALS 103,750 9,750,000 1.000 $1,380,000
Note (1) - After adjustment for contributions to East Grand Avenue Overpass at the rate of $154 per trip
Example 01 - Assumes net local's~are cost = $8,500,000
Assumes total interest earnings = 1,000,000
Total excess payments = $1,250,000)
Total excess interest= 130,000) 1,380,000
Repayment calculated by multiplying excess payment and
interest costs by % of ADT in Column 3 (amount in this
example shown in Column 4 above).
Example ~2 - Assumes net local share cost = $10,750,00
Total interest earnings = 1,250,000
Total excess payments = 0
Total excess interest = 250,000
(Note: In the absence of excess payments no repayment
will be made and excess interest will be applied to
agency share of future contributions.)
Example 03 - Assumes net local share cost= $12,000,000
Assumes total interest earnings = 1,250,000
Total excess payments = 0
Total excess interest = 0
(Note: Because net local share exceeds total Payments
will be no repayment to developers unless more than
$1,000,000 in additional payments are made by other
developers following date of project completion.)
-21-
4.7 No Further Fees or Contributions. It is understood
and agreed that the obligation of Developer to contribute based
upon Total Project ADT and to perform other obligations expressed
herein shall be the sole obligations of Developer or any other
owner of all or any portion of the Property (except the owners of
Genentech Parcel and Granada Royale Parcel) with respect to the
construction of the Oyster Point Separation or any part thereof or
with respect to traffic mitigation at the Oyster Point/Southern
Pacific/Highway 101 intersections as required by the intensity of
development approved in the Scope of Development hereunder. No
further construction, payment of fees, or contribution or the like
with respect to the Oyster Poiqt_Separation or any part thereof
shall be required of Developer or any owner of any portion of the
Property (except the Genentech Parcel and Granada Royale Parcel) as
a condition to or in connection with issuance or approval of any
subdivision map, parcel map, precise plan, building permit,
cccupancy permit, or any other permit, approval or authorization
whatsoever.
4.8 Obligations To Run With The Land.
(a) The obligations of the Developer set forth in
this Article IV of the Fourth Amendment to the OPA are covenants
running with the land, and shall be binding upon Developer's
successors and assigns, including but not limited to lessees and
purchasers of land within the Project. Notwithstanding the
foregoing, no such successor or assign shall be liable for any
Contribution toward the cost of construction of the Oyster Point
-22-
Separation other than that attributable to the Parcel owned or
leased by said successor or assign and as computed according to the
Oyster Point Contribution Formula attached hereto as Exhibit "C"
and according to the guildelines set forth in Paragraph 4.5 above.
(b) Notwithstanding that the obligations of
Developer set forth in this Article IV of the Fourth Amendment to
the OPA are covenants running with the land', Developer agrees that
Developer shall remain secondarily liable for the Contribution due
with respect to any lot or parcel conveyed by Developer until the
City receives the cash payment contemplated in Paragraph 4.5(a),
(b) or (c) above, whereupon Developer's total obligation shall be
reduced by the ADT attributabl~ ~o said cash payment. City further
agrees that it shall not accept any form of security from
Developer's successors or assigns not specifically authorized by
subparagraph 4.5(¢) above.
Developer specifically agrees that Developer
shall pay to City any and all cash Contributions requested by City
for any parcel owned by Developer on the date of This Fourth
Amendment and. subsequently conveyed by Developer by sale or lease
or otherwise if said payment is not received by City within 30 days
of City's request for said payment to Developer's successor or
assign. In this regard, City agrees that DeVeloper shall, upon
payment by Developer of cash Contributions pursuant to this
subparagraph 4.8(b) become subrogated to City's rights and remedies
against Developer's successor or assign for said successor's or
assign's failure to make said cash Contribution. Developer further
-23-
agrees that it shall assume the burden of bringing any necessary
actions for collection from said successor or assign and shall pay
any and all costs of said action without reimbursement or
contribution of any kind from City, and Developer shall indemnify,
defend, and hold City harmless for any claims or causes of action
.of any type which might arise as a result of the implementation of
the provisions of this Paragraph 4.8.
(c) The Developer shall cause a memorandum of this
Fourth Amendment to the OPA to be recorded in the Office of the
Recorder of the County of San Mateo as a restrictive'covenant upon
the lands within the Gateway Redevelopment Project immediately upon
its execution.
ARTICLE V
SCOPE OF DEVELOPMENT
5.1 Increase in Hotel Rooms. City, Agency and DeveLoper
agree that, depending upon the results of environmental studies,
the proposed Scope of Development as set forth in the OPA may be
modified to increase the permissible number of hotel rooms within
the Project from 600 rooms to 1,300 rooms.
5.2 Increase in Office Space. City, Agency and
Developer agree that, depending upon the result of environmental
studies, the proposed scope of development as set forth in the OPA
may be modified to increase the total permissible gross building
area of offices from 2,235,000 square feet to 2,535,000 square
feet.
-24-
ARTICLE VI
PRIORITIES
6.1 ' Amendment of Paragraph 2.12. Paragraph 2.12 of the
OPA is hereby amended to read as follows:
"2.12 Priorities. All Tax Increment, on an annual
basis, after deduction for amounts payable pursuant to Health and
Safety Code Section 33334.2 and, as to obligations listed in 2 - 10
below, the proceeds of any 'Tax Increment Bonds,' shall be pledged
to the repayment of .all Advances and other loans to Agency.
(a) Loans and Advances shall be paid in accordance with
, the following priorities:
(1) Current payment obligations for principal and
- interest on Tax Increment Bonds and payment of
balance on $6,500,000 1982 Tax Increment Notes
due June, 1985 (including any subrogated rights
related thereto) and current payment
obligations for principal and interest on third
party loans.
(2) Payment of outstanding Developer Advances to or
on behalf of Agency other than those related to
Agency's share of the Gateway Assessment
District and Developer's Advance referred to in
subparagraph (9) below.
(3) Payment of new Hotel Incentive Bonus to hotel
developer based on timely start and Transient
Occupancy Tax generated.
-25-
(4) Payment to Oyster Point Grade Separation
Project for Agency share.
(5) Payment to City of South San Francisco for
Administrative AdvanCes for period July 1, 1981
through June 30, 1985.
(6) Payment to Developer of Advances of Agency's
share of the Phase I and II Gateway Assessment
District obligations including the Cost of
Construction of the Gateway Connector.
(7) Payment to Developer of Advance of Developer's
Proportionate Share of the Cost of Construction
of the Gate~gy Connector in excess of
$4,000,000 but not more than $5,000,000 in
accordance with the provisions of Paragraph
1.6(c) of the Fourth Amendment to the OPA.
(8) Payment to Developer for Timely Performance in
generation of Transient Occupancy Tax pursuant
to the provisions of Paragraph 1.6(b) of the
Fourth Amendment to the OPA.
(9) Principal on Developer's Advance pursuant to
paragraph 2.1.3, provided, however, that
Developer shall earn a credit equal to 12-1/2%
of net Tax Increment between the date hereof
and June 30, 1991, but not in excess of a total
credit equal to the Advance under 2.1.3. To
the extent that such credit is less than the
-26-
Advance under 2.1.3 the difference shall be
deemed to be a Contribution (for example,'if
Developer's Advance is $2,000,000 and aggregate
net Tax Increment through fiscal year 1991 is
$15,000,000 the 12-1/2% credit would be
$1,875,000:$2,000,000 - $1,875,000 = $125,000
which shall be a Contribution). Such credits
shall be paid in a timely manner without
interest as funds are available but any credit
which remains unpaid as of June 30, 1991 shall
thereafter accrue interest at the rate
specified in 2.11.2 above. Net Tax Increment
for this purpose shall mean all Tax Increment
after reduction under Section 33334.2 of the
Health and Safety Code. Prior to June 30, 1991
Developer's repayment rights under this
agreement shall be junior to all First Priority
and Second Priority obligations actually
incurred by Agency prior to that date.
(10) Principal and interest on City's Advances for
Administrative Costs in excess of the
Administrative Budget pursuant to 2.10 above or
Advanced after June 30, 1985.
(b) Agency shall use its best reasonable efforts to
cause Tax Increment Bonds to be issued when, as and if Tax
Increment revenues justify the issuance of such additional bonds
subjec~ to any additional bond formula set forth in the resolutions
authorizing the issuance of outstanding bonds, and provided further
that developer's consent shall be required to any additional bond
formula which requires Tax Increment revenues in excess of 1.15
times maximum annUal debt service on outstanding bonds and
additional bonds.
(c) Any provisions of the OPA in-conflict with the above
repayment priorities are null and void as of the effective date of
this Fourth Amendment to the OPA."
-28-
ARTICLE VII
RATIFICATION OF OPA AND
AMENDMENT OF REPAYMENT AGREEMENT
7.1 Except as modified by this Fourth Amendment, the OPA
is ratified and confirmed.
7.2 The Repayment Agreement shall be amended as
necessary to conform to this Fourth Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this
Fourth Amendment to the Owner Participation and Development
Agreement as of the day and year first above written.
REDEVELOPMENT AGENCY OF THE CITY
ATTEST: OF SOUTH SAN FRANCISCO
:rman
/
ATTEST: HO~RT DEVELOPME~ CO .
ATTE~.T,~ CITY OF SOUTH SAN FRANCISCO
City Clerk
-29-
EXHIBIT
PUBLIC II~IPROVE~ENTS - GATEWAY REPAYMENT
In accordance with the provisions of the Streets and Highways Code, submitted herewith
is the Engineer's Report on the Improvements proposed for Gate~vay Assessment District
No. ST-82-2 included under Resolution of Intention No. 7t~-82 adopted 3uly
A. Opening of' Gateway Boulevard between East Grand Avenue and O)rster Point
Boulevard and the improvement thereof by clearing, grubbing, ¢:~:cavation, grading,
removal of existing trees, shrubs and structures, where required, removal and]or
Proper disposal ol contaminated materials and. the construction therein of base,
pavementj curbs, gutters, sidewalks, driveways, street lrees, median islands, surtace
and subsurlace storm drainage lacilities, where required, facilities for channeling~
. merging, .striping and reflective pavement marking, 'turning and con'trolling traffic,
where required, in accordance with the requirements of the City of South San
Francisco, and installation ol underground cables, pipes and electrical conduit and
traffic signal systems, where required, landscaping, including sprinkler and irrigation
systems, street signs, street monuments, water mains, valves, tces~ fittiflgs, services
and hydrantsj where required~ sanitary sewer mains, manholes xvith manhole frames
and covers, .cleanouts and laterals, .where required~ gas transmission and service
lacilities, where required, underground electrical power distribution and service
facilities and underground communication transmission and service facilities, street
lighting lacilities, and bus stops and shelters.
B. Widening of East Grand Avenue between Gateway Boulevard and Forbes Boulevard
~ and the improvement thereof and of East Grand Avenue between Gatexvay Boulevard
and the Southern Pacific Railroad right-of-way located approximately 9OD leer west
of Gateway Boulevard by clearing, grubbing, excavation, grading, removal of existing
trees, shrubs and structures and the.construction of base, pavement, curbs, gutters~
sidewalks, driveways, tral~ic striping~ reflective pavement markings~ street signs,
landscaping, including irrigation and sprinkler system, where required, surface and
subsurface storm drainage facilities, where required, street lighting facilities, the-
modification and improvement of the intersection of East Grand Avenue with Forbes
Boulevard' and with Harbor Way~ including the raising of the existing railroad tracks
to meet the new grade and the installation of traffic signal facilities and railroad
crossing protection devices and facilities for channeling traffic.
C. Improvement of Harbor Way between East Grand Avenue and Mitchell Avenue by the
reconstruction of existing curbs, guttersj sidewalks and driveways~ pavement
reconstruction and asphalt resurfacing, striping and reflective pavement marking and
surlace and subsurface storm drainage facilities, traffic signs, as required; and street
lighting facilities.'
D. Improvement of Forbes Boulevard between East Grand Avenue and the existing
railroad drill track crossing located approximately 1,000 feet northeasterly of East
Grand Avenue by the removal o! paving between existing islands as required, the
relocation of street lighting facilities, the constructiort of new curbs, striping,
markers and other traffic control devices, as required, arid landscaping, including
sprinkler and irrigation systems, as required.
E.' Widening of Oyster Pc'~-- Boulevard between a point appro: Jately 500 feet easterly
o! Gateway Boulevard and Dubuque Avenue and improvement thereof by the removal
of existing curb, gutter and sidewalks, where required, and clearing, grubbing~
excavation and grading and the construction of pavement, curbs, gutters, sidewalks,
median islands, landscaping,, including sprinkler and: irrigation systems, where
-- required, traffic signal facilities at the intersection of Gateway Boulevard and Oyster
Point Boulevard~ and the modification of the intersection of Oyster Point Boulevard
with Dubuque Boulevard, the installation of railroad crossing protection devices,
traffic signal facilities, curbs, gutters, sidewalks~ street lighting facilities, service
relocations, signing, striping and surface and subsurface storm drainage facilities, as
required, and construction of transition improvements to conform with the existing
portion of Oyster Point Boulevard.
F. Improvement of the existing earth channel l~oz~,~[ along ~ht: westerly side of
Industrial Way, which commences at the intersection of East Grand Avenue and
Industrial Way and extends northeasterly approximately l,tt00 feet, including new
storm drainage mains crossing under the Southern Pacific Trans. Co. rnain line tracks
in accordance with the requirements therefor of the City oi South San Francisco, and
the construction of .storm drainage mains catch basins, headwalls and appurtenances
in East Grand Avenue between Harbor Way and Industrial Way.
G. Construction of storm drainage mains, inclqding manholes with manhole frames and
covers, catch basins~, headwalls and appurtenances, c~mmencing at East Grand
Avenue and Sylvester Street and extending'to the Southern Pacific Railroad right-of-
way, thence extending across said right-of-way to Coirna Cr. eek, and/or
reconstruction of the existing storm drainage system, and surface improvements and
landscaping, as required.
~ H. Construction of storm drainage malns, inCludin?~' ma6holes with manho'le frames and
covers, catch basins and appurtenances, commencing at East Grand Avenue. and
Gateway BouIevard and extending to the Southern Pacific Right-of-Way, thence
paralleling said Right-of-Way to the southerly end of Sylvester Street.
I. Improvement of the sanitary sewer facilities in Oyster Point Boulevard between the
intersection of said Boulevard with the Southern Pacific Railroad right-of-way and a
point approximately 500 feet easterly of the intersection of Gateway Boulevard with
Oyster Point Boulevard by replacement of portion of said facilities, as required, and
construction o~[ a pump station with all necessary controls in the vicinity of Gateway
Boulevard and Oyster Point Boulevard~ together with a sanitary sewer force main
commencing at said pump station and extending southwesterly in Gateway Boulevard
approximately 700 feet. .
3. Construction o£ facilities for channeling, merging, striping, turning and contFolling
traffic, and traffic signal facilities, where required, at the intersections of Oyster
Point Boulevard, Linden Avenue~ East Grand Avenue~ Baden Avenue and Produce
Avenue with Airport Boulevard, and at the intersections of Interstate 380, Utah
Avenue and M;tchell Avenue with South Airport Boulevard in accordance with the
Final Environrnental .Impact Report for the Gateway Redevelopment Project, Dated
3uae 1981.
K. Undergrounding o~ existing and new electrical power distributiort an.l, service
facilities and communication transmission and services Iacilixies (Ii on Easl Grand
~ Avenue between Forbes Boulevard and the Southern Pacific Railroad right-of-way, (2)
. - .................. ~,~,,~,,, r.~cmc t~anro'~., r~ghl-or-way and (3) on
Industrial Way between East Grand Avenue and Oyster Point Boulevard.
L'. Widening of Produce .¢enue to two southbound lanes b~tween Colma Creek and
Highway 101 on-ramp and improvement thereof by removal ol existing curb, gutter
and sidewalks, where required, and clearing, grubbing, .excavation and grading and
construction of pavement, curbs, gutters, sidewalks find striping ~nd reflective
~ pavement marking as required,
M. Installation of perimeter landscaping, including along both sides o~ Gateway
Boulevard between East Grand Avenue and Oyster Point goulevard~ along the
southwesterly side ot~ Forbes Boulevard between East Gr~tnd Avenue and the point
n6rtherly of East Grand Avenue at which .Forbes Boulevard extends beyond the
assessment district boundary, along the northerly side ot East Grand Avenue between
Forbes Boulevard and Industrial XVay~ along both sides o£ Industrial Way between East
Grand Avenue and Oyster Point Boulevard, .~nd along the sputherly side. of O~,ster
Point Boulevard between Industrial ~Vay~ and a point approximately 500 leer easterly
of the intersection o~ Gateway Boulevard with Oyster Point Boulevard.
N. Opening ot Gateway Boulevard between East Grand Avenue and South Airport
Boulevard and the improvement thereof by clearing~ grubbing, excavation, grading,
removal ot existing structures and miscellaneous improvements, and the construction
therein ot base, pavement, curbs, gutters, sidewalks~ driveways, street trees~ median
islands, surface and subsurface storm drainage facilities, where required~ facilities
tot channeling, merging~ striping and ret!active pavement marking, ~urning and
controlling trattic~ where required, in accordance with the requirements ot the City
of South San Francisco, and installation of underground cables, pipes and e. Iectrical
conduit and traffic signal systems~ where required, landscaping, including sprinkler
and irrigation systems, street signs, street monuments, water mains, valves~ tees~
fittings, services and hydrants, where required~ sanitary sewer mains~ manholes with
manhole frames and covers, cleanouts and_laterals, where required~ gas transmission
..... and service ~acilities~ where required~ underground electrical power distribution and
service facilities' and underground communication transmission and service !acilities,
street lighting facilities, and bus stops and shelters.
O. Construction ota southbound auxiliary lane on Highway' I0I between Linden Avenue
and Grand Avenue.
P. Proportionate share of improvement to Pump Station No. t~ located on Harbor Way.
Q. Acquisition of rights of service and use in 6" undergrouhd electrical conduit between
Gateway Boulevard and Industrial Way.located approximately gS0 feet north of East
Grand Avenue. '
R. Acquisition of fire alarm conduit located between the intersection of East Grand
Avenue and Gate,ray Boulevard and a point I~0 feet more or less westerly of the
intersection of Cypress .Street and Baden Avenue.
5. Acquisition o! passenger drop-off turnout located approximately 1,500 ~eet north ot
East Grand Avenue and 100 ~eet west of Gateway BoulevarcL
T. Acquisition of ali lands, easements and rights-of-way and all auxiliary work necessary.
to complete said improvements.
~ G EH/is/st-2
-3-
EXHIBIT 134
BREAKDOWN OF PROPORTIONATE SHARES
A. Streets Agency Cost Homart Cost
1. Old East Grand Avenue t~l ..556 55.5%
a. ROW/Median Landscape 3696 50%
b. Landscape Easement 0% 100%
2. East Grand Avenue .50% 30%
a. ROW/Median Landscape .50% .50%
b. Landscape Easement 0% 100%
3. East Grand Avenue Traffic Signals .stt% t~;%
t~. Harbor Way with Signal 68% 32%
~. Forbes Boulevard - Project Access 0% 100%
~;. Forbes Boulevard -
Street and .Landscape Improvements .50% 5'0%
7. Oyster Point Boulevard with Signal- .5095 50%
SPRR Tracks to 2500' Easterly of Gateway
· a. ROW/Median Landscape 50% 50%
b. Landscape Easement 0% 100%
* 8. Oyster Point Boulevard/Dubuque Boulevard "
Intersection/Railroad Crossing -1~0% 60%
9. Gateway Boulevard 0% 100%
a. Gateway Landscape 0% 100%
* 10. Industrial Way 0% 100%.
a. Landscape 0% 100%
11. Off-Site Intersection Improvements 69% 31%
a. Oyster Point/Airport - Linden/Airport
b. Baden/Airport - East Grand/Airport
c. Produce/Airport- 1380/5. Airport
d. Utah/5. Airport - Mitchell/S. Airport
* e. Produce and/Colma Creek to Highway 101
12. Gateway Boulevard Extension (see exhibit) Refer to F°uxt~ /m~_n~t to OPA
13. Highway 101 Auxiliary Lane (see exhibit) 0% 100%
-1-
· Exhibit
1.,21 t~7-OB01-3¢ --
B. Storm Drain (see exhibit) Agency Cost Homart Cost
* I. East Grand Storm Drain-
Sylvester Street (3S ii2 - tt6) ;83% 179~
2. PG~cE Ditch (72" RCP. in Batewa¥ Ext.) 5%
3. East Grand Storm Drain-
Harbor and Forbes to PG&E Ditch ;80% 20%
t~. Gateway (Included in Street Cost)
5. East Grand Over-Crossing to 35 #2 I00%
6. East Grand Storm Drain-
Industrial Way to Sylvester Street 81% 19%
* ?o Industrial Way Storm Drain $250,000 Remainder
8. t~2" Storm Drain Crossing at SPRR
and Industrial Way 100% 095
* 9. East Grand t6 Colma Creek
(J5 #7 t~ Colma Creel~) 63% 37%
I0. 72" Dual Crossing at SPRR (35 fit6 - 1/7) 79% 21,%
11. 3unction Structure No. I 29% 71%
12. Junction Structure No. 2 91% -.
13. Junction Structure No. 6 79% 21%
C. Sanitary Sewer
1. Oyster Point Sanitary Sewer
and Pump Station 9§% ~%
2. Gateway Boulevard. Sanitary Sewer 11% 89%
3. Pump Station No. t~ 0% 100%
D. Underground EXisting, Ovehead Utilities
1. PG&E Charges 2.5% 75%
2. PT&T Charges 0% 100%
3. California Wa'mr Service Charges (61% waived by CW) 39%
Agency Cos% Homart Cost
~. Acquisition of Rights of Service (PG&E) 25% 75%
£~. Acquisition of Fire Alarm and Cable TV
Conduit 0% 100%
G. Acquisition of Passenger Drop-Off
Turnout 0% 100%
H. LandaboveACquisition - See Individual items ~/,~
I. Contingencies ~9~ ~ ~-r-truc~ion ~e--l~
J. Special Materials Handling Allocation **
K. Incidentals Final Percent Based on Final
Proportion of Construction of Improvements
* Includes land acquisition costs, including
attorney fees, appraisal costs, witness fees,
litigation expenses, if any.
Varies - Based on Case by Case Determination.
~ TER POINT CONTRIBUTION FORMULA
1. General Provisions:
Contributions shall be based upon weekday Average Daily Trip (ADT) generation
by various land uses as set forth in Exhibit 1 attached hereto and incorporated
herein by reference as though set forth verbatim.
Note: (a) When ADT generation is based upon gross square foot-
age of a building, the gross square footage includes
the t~tal floor area within the building shell, which
shall be computed by measuring to' the outside finished
surface of permanent outer building walls. The gross
square footage of a building shall be the sum of the
square footage of all enclosed floors of the building,
including basements, mechanical equipment floors, pent-
houses, corridors and general support areas and the like.
2. Contribution Rate:
Engineering News Record Construction Cost Index
For San Francisco at date of Cash Pasment
ADT x $154' x 5139.61'* = Contribution
3. M~thods of Payment:
la) In most cases, payment or guarantees of payment shall be made prior
to issuance of building permits.
(b). ~n some cases (i.e. projects underway prior to adoption of the
formula contained herein) guaranteed delayed payment plans may be
approved by agreement with adequate surety. Delayed payment agreement
will be subject to adjustment in accordance with Enginering News Record
Index changes. In no case shall the per-trip contribution amount be less
than the $154 figure set forth above. Should the Engineering News Record
Index be discontinued, the formula provided above shall be converted
to any new or changed index which might replace said index.
*The $154 figure set forth above is based upon the total estimated
cost of the Oyster Point Separation divided by the projected total
ADT applicable to that project.
**july, 1983 Engineering News Record Construction Cost Index for
San Francisco.
Exhibit "C" to the Fourth Amendment to the Owner Participation & Development Agreement
EXHIBIT 1 TO'
OY'--~R POINT CONTRIBUTION FORMULA
ADT
Trip Rate Per lO00*
Land Use General Description Gross Square Feeet
Truck Terminal Facilities where goods are transferred 9~86
between trucks, trucks and railroads,
or trucks and airports
General Industrial Typical uses are printing plants, material 5.46
testing laboratories, assemblers of data
processing equipment, and power stations
which usually employ less than 500 emp-.
loyees with an emphasis on uses other than
· manufacturing
Manufacturing Primary activity is the conversion of 3.99
materials or parts into finished products
Warehousing Facilities which are all or largely devoted 4.50
to storage of materials
Hotel Place of lodging which generally contains 10.50 (Per Room]
one hundred (100) or more lodging rooms or
suites and which could include restaurants,
cocktail lounges, meeting rooms, banquet
rooms, and other retail and service shops
within the same building.
-- Motel Place of lodging which ordinarily contains 10.14 CPer Room)
less than one hundred (100) rooms or suites
which could include a restaurant on the same
premises.
General Office Off~ce building housing one or more tenants I2.30
Building. and is the location where the affairs of a
business, commercial or industrial organization,
pro~essional person or firm are conducted ~
Research Center Facilities or groups of facilities devoted 5.30
nearly exclusively to research and develop-
ment activities
Recreational Club Privately owned facilities ~ncluding 11.70
tennis courts, swim~ing pools, racquet
ball courts, handball courts, and other
minor gymnastic facilities
Dinner House Eating establishments of high quality in 56.30
Restaurant interior furnishings and food which generally
have a customer turnover rate of one hour or
longer and are not open 24 hours per day.
High Turn-over Eating establishments which generally have 164.40
(Sit down) a customer turn-over rate of less than one
Restaurant hour, including coffee shops, cafeterias
amd delicatessens
page 1 of 2
EXHIBIT 1TO
@~TER POINT CONTRIBUTION FORMULA'-
ADT
)rip Rate Per IODO*
Land Use General Description Gross Square Feeet
Shopping Center An integrated group of comercial est-
ablishments which is planned, developed
owned, and managed as a Unit
Under 50,000 Gross Square Feet 115..8
50,000 Gross Square Feet and Greater 79.1
General Con~nercial Establishments contained within freestand- 48.00
lng commercial buildings including strip
commercial buildings
Banks and Savings Contain banks or savings and loan 74.00
and Loan facilities
Marina Public or private marina with some 3.2/berth
having social activities scheduled
throughout the week
3)
Single Family Dwellings lO.O/unit
Townhouses 9.0/unit
Condominiums and 5.0/unit~
Apartments
The following typical example would apply to a 50,000 square foot industrial
building which contains 10% office, 10% manufacturing/assembly and 80% warehousing:
Average Trip Rate per ADT
Square 1000 Sq. Ft. of Gross Trip
Use Feet Floor Area Generation
Office 5,000 12.30 61.50
General Industrial 5,000 5.46 27.30
Warehousing 40,000 4.50 180.0D
268.80
In this case, the total trip generation would be 269 trips per day.
*For specific definitions of land use categories and data supporting trip generation
rates see "Trip Generation Second Edition - 1979" prepared by the Institute of
Transportation Engineers. A copy of this report, including use definitions and
variations of the above listed rates, has been placed in the files of the Depart-
ment of Community Development, 400 Grand Avenue, South San Francisco, CA 94080.
l) A Traffic Impact Analysis of the Proposed Oyster Point Business Center; TJKM,
Transportation Consultant, Dec. 1981
2) CALTRANS - 12th Progress Report on Trip Ends Generation Research Counts,
December, 1979.
3) Terrabay Development; Final Environmental Impact Report, August, 1982
Page 2 of 2
ACCEPTABLE FINANCIAL ][NSTITUTIONS FO~'II{VESTMENT
Y
Unt ~.ed Statea:
--- Bank of America
Citibank
Chase Manhattan Bank
Manufacturers Hanover Trust
Morgan Guaranty Trust
Chemical Bank
Continental Illinois
Bankers Trust
First National Bank of Chicago
Security Pacific National Bank
Wells Fargo Bank
Crocker National Bank
First Interstate Bank of California
Mellon Bank
Seattle First National Bank
Republic National Bank, Dallas
Harris TruSt COmpany
· Texas Commerce Bank
Narthern Trust .
Rainier National Bank
~ Pittsburgh National Bank
-- First National Bank of Boston
~ U.S. National Bank of Portland
]~orthwest Bancorp '
First International Bancorp
First Bank System
First City Bancorp
National Detroit
Bank of New York
European American B~nk
North Carolina National Bank
Union Bank
Philadelphia National Bank
Southeast Banking Corp
Valley National Bank of Arizona
Detroit Bank Corp
Waehovia Corp
National City Corp .
Mercantile Texas Corp
Note
~e institutions 'listed are taken from the fifty largest U.S.
~nks by assets. (kzly those U.S. bar~ institutions listed above hax~_ng
California offices are acceptable institutions.
£×hf~ft "D" to Fourth ^~endment to the
Page ] of'3 -.
Banque Natio._nal de Paris
Credit Agri le Mutuel .-
Credit Lyonnais
Societe Generale
rmany:
Deutsche Bank
Dresdner Ban~
Westdeutsche Landesbank
Commerzbank
Bayerische Landesbank
Bayerische ~ereinsbank
Bayerische Hypotheken und Wechsel Bank
Great Britain:
National Westminister Bank
. Barclays Bank
Midland Bank
' Lloyds Bank
Japan:
Dai-Ichi Kangyo Bank
NQrinchukin Bank
Fuji Bank
Sumitomo Bank
Mitsubishi Bank
Sanwa Bank
Industrial Bank of Japan
Long-Term Credit Bank of Japan
Tokai Bank
Bank of Tokyo.
Mitsui Bank
The Netherlands:
' Rabobank Nederland .
Alegmene Bank Nederland
Amsterdam-Rotterdam Bank
' ' Page. 2 of 3
Royal Bank of anada -
Canadian Imper~'al Bank .,
Bank of Montreal
Bank of Nova Scotia
Toronto Dominion Bank
S~'i tzerland:
Swiss Bank Cor~
Union Bank of Switzerland
Credit Suisse
Belgium:
Societe Generale de Banque
gong Kong: "
.
Iqongkong and Shanghai Banking Corp,
---
'he financial institutions on this list are taken from the fifty
.argest non-U.S, banks by assr.ts, except for the Bank of Nova
~cotia and Toronto Dominion Bank. Only those foreign banki~.g
institutions listed above having California offices are. acceptable
ins titution s.
o
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