HomeMy WebLinkAboutReso RDA 79-1985 RESOLUTION NO. 79
RESOLUTION AUTHORIZING THE EXECUTION
OF AN OWNER PARTICIPATION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE REDEVELOPMENT
AGENCY OF THE CITY OF SOUTH SAN FRANCISCO,
THE CITY OF SOUTH SAN FRANCISCO AND NEVILLE
H. PRICE AND ROSEMARY C. I. PRICE
RESOLVED, by the Members of the Redevelopment
Agency of the City of South San Francisco, that
WHEREAS, in furtherance of the objections of the
Community Redevelopment Law, the Agency has undertaken a
program for the clearance and reconstruction or rehabilita-
tion of slum and blighted areas in the City, and in this
connection is engaged in carrying out a redevelopment
project known as the U.S. Steel Redevelopment Project
(hereinafter referred to as "Project"), in an area (herein-
after referred to as "Project Area"), located in the City;
and
WHEREAS, in furtherance of the implementation of
the Project the Agency has undertaken various redevelopment
activities consisting of, inter alia, survey and planning for
the Project, administration, and the adoption of a preliminary
and final redevelopment plan, and contemplates further
redevelopment activities consisting of, inter alia, the
implementation thereof; and
WHEREAS, the Plan provides for the participation
in the redevelopment of certain parcels of property in the
Project Area by the owners thereof if such owners agree to
such participation in conformity with the Plan, and
WHEREAS, NEVILLE H. PRICE and ROSEMARY C. I. PRICE
(hereinafter "owners") the owners of certain property situated
within the Project Area; and
WHEREAS, the Property, as hereinafter defined, will
be developed for office, commercial and ancillary uses, through
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a combination of private and public improvements; and
WHEREAS, the Agency believes that the redevelopment
of the property pursuant to this agreement, and the fulfillment
generally of this agreement, are in the vital and best interests
of the City and the health, safety, morals, and welfare of its
residents, and in accord with the public purposes and provisions
of the applicable Federal, State and local laws and requirements
under which the Project has been undertaken and is being assisted:
NOW, THEREFORE, IT IS FOUND, DETERMINED AND ORDERED
as follows:
1. That the Chairman of the Agency and the Executive
Director/Secretary is authorized to enter into an Owner Partici-
pation and Development Agreement in the final form, a true and
correct copy attached hereto and incorporated by reference and
attachment as though set forth at length herein with the owner
for the financing, construction and development in the manner
and form as attached herewith.
ADOPTED, SIGNED AND APPROVED this llth day of
December , 1985.
v~irman, Reaeve±Op~nt Agency
/6f the City of Sou~h San Francisco
Ayes: Chair Roberta Cerri Teglia;Vice Chair Mark N, Addiego; Member RichardA. Haffey;
Member Gus Nico~opu~os
Noes: Mpmber John Drago
Absent: NONE
xecutive Dire~tor
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OWNER PARTICIPATION
AND DEVELOPHENT A(~EEP, ENT
AND A~IONG
THE CITY OF SOUTli SAN FRANCISCO,
REDEVELOPMENT AGENC~ OF THE
CITY OF SOOTH SAN FRAI~ISCO,
and
NEVILLE H. PR/CE and ROSIgqA.~ C. I. PRICE
Octobe~ 7, 1985
O'e~ER Ph--~'I C I PATI ON
THIS AGREEMENT made as of this day of ,
198 , by and among THE CITY OF SOUTH SAN FRANCISCO, a
municipal corporation (hereinafter "City"), REDEVELOPMENT
AGENCY OF TBE 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 exercise
its powers, all under and pursuant to the Community
Redevelopment Law of the State of Calfiornia (Part I of
Division 24 of the California Health and Safety Code), and
having its office at the City Ball, 400 Grand Avenue, in the
City of South San Francisco, California (hereinafter called
"City"), and NEVILLE B. PRICE and ROSEMARY C.I. PRICE, his
wife, a married couple, referred to as "Developer" or
· Redeveloper" or "Owner", whose office, address is Chiltern Develop-
.merit Corp., 25 .~k_ er Square, San Francisco, California 94105
RECITALS
WHEREAS, in furtherance of the objectives of the
Community Redevelopment Law of the State of California, the
Agency has undertaken a program for the clearance and
reconstruction or rehabilitation of slum and blighted areas
in the City, and in this connection is engaged in carrying
out redevelopment project known as the U.S. Steel plant Site
(hereinafter called "Project"), in an area located in South
San Francisco (hereinafter called "Project Area") pursuant
to a Redevelopment Plan, which plan as so amended, and as it
may hereafter be further amended from time to time pursuant
to law and as so constituted from time to time or unless
otherwise indicated by the context hereinafter called
"Redevelopment Plan" hereby incorporated herein by
reference; and
WHEREAS, in furtherance of the implementation of the
Project the Agency has undertaken various redevelopment
activities consisting of, inter alia, survey and planning
for the Project, administration, the adoption of a
preliminary redevelopment plan and the adoption of a final
redevelopment plan and the implementation thereto; and
WHEREAS, the Plan provides for the participation in the
redevelopment of certain parcels of property in the Project
Area by the owners thereof if such owners agree to such
participation in conformity with the Plan; and
WHEREAS, the Developer is the owner of certain property
situated within the Project Area and as used in this
Agreement. The Property owned by the Developer is that
portion of the Project Area shown as owner's on the
"Property Map" incorporated herein and attached to this
Agreement as Exhibit 1, and described in the "Legal
Description of the Property" incorporated herein and
attached .to this Agreement as £xhibit 2A; and
WHEREAS, the property subject to development under this
Agreement will be developed to office, commercial and
ancillary uses, as aforesaid through a combination of on-
site public improvements described in Exhibit 3B, attached
hereto, which improvements are located within that portion
of the Project Area shown on Exhibit 1 and described in
Exhibits 2A and 2B, and certain off-site public improvements
described in Exhibit 3A; and,
WHEREAS, the Agency believes that the redevelopment of
the Property pursuant to the Agreement, and the fulfillment
generally of the Agreement, are in the vital and best
interests of the City and the health, safety, morals and
welfare of its residents, and in accord with the public
purposes and provisions of the applicable Federal, State and
local laws and requirements under which the Project has been
undertaken and is being assisted;
NOW, TREREFORE, in consideration of the premises and
the mutual obligations of the parties hereto, each of them
does hereby covenant and agree with the other as follows:
DEFINITIONS
For the purposes of this Agreement, the following words
will have the following definitions:
1.1 "Advance" shall mean a loan to the Agency to be
repaid in accordance with the applicable provisions of the
Redevelopment Law and in accordance with this Agreement.
1.2 "ADT of the Project" means average daily trip
generation oriented to or from Righway 101, northbound,
southbound or crossing Highway 101. The Project ADT for
each type of development in said Project shall be as set
forth in Exhibit A of Exhibit 4 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 (e) of
Section 3 hereinafter.
1.3 'Agency" shall mean the Redevelopment Agency of
the City of South San Francisco.
1.4 "City" shall mean the City of South San
Francisco, a municipal corporation.
1.5 "Contribution" (or to "Contribute") shall mean a
payment to or for the benefit of the Agency or the Project
with no corresponding obligation of repayment. (An "Advance"
is to be repaid. A "Contribution~-is not to be repaid.).
1.6 "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.
1.7 "Developer" shall mean Neville I~. Price and
Rosemary C.I. Price, (a married couple), and their successors
in interest and assignees of the real property as defined in
Subsecti on 1.14.
1.8 'Management control" shall mean that Developer
shall have management responsibility for the total project
design, including but not limited to, density, type of building
materials, location of building improvements at the property,
and financial management in the ordinary course of business.
However, at the request of any financial partner of Developer,
Developer's management and control will not be exclusive to the
extent that any decision may have any material and/or adverse
impact on project economics.
1.9 "Other Off-Sites" shall mean those off-site
improvements shown and described as off-site improvements on
Exhibit 3A attached hereto.
1.10 "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 overcrossing,
the "hook ramp" improvements, curbs, gutters, bicycle lanes, side-
walks, landscaping, signs and signals, land acquisition, utility
and storm drain relocations, environmental assessments and reports,
architecture and engineering.
1.11 "Plan" shall mean the final redevelopment plan
adopted by the Agency in accordance with the provisions of the
Redevelopment Law.
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1.12 "Project" shall mean the redevelopment project
known as The U.S. Steel Plant Site Project, as more
particularly described in the Plan.
1.13 "Project Area" shall mean the area within the
City of South San Francisco which is subject to and
described in the Plan.
1.14 "Property" shall mean that certain real property
more particularly described in Exhibit 2A hereto and shown
on the map attached as Exhibit 1 hereto and which is owned
by Developer.
1.15 "Redevelopment Act" and "state law" shall mean
the Community Redevelopment Law of the State of California
(part I of Division 24 of the Health and Safety Code,
Section 33000, et seq.).
1.16 "Redevelopment Law' shall mean the Community
Redevelopment Law set forth in Part I (commencing with
Section 33000) of Division 24 of the Health and Safety .Code
of the State of California.
1.17 "Redevelopment Project" shall mean and include
the Site in the City of South San Francisco, California, the
areas of which are more particularly shown on Exhibit 1.
1.18 "Restrictions" shall mean the restrictions set
forth in the "Declaration of Restrictive Covenants to Run
with Certain Land" governing the development and use of the
Property set forth in Exhibit 5 hereto.
1.19 "Tax Increment" shall mean that portion of tax
revenues which are available to the Agency for the repayment
of loans, advances and indebtedness and for other purposes
of the Agency in accordance with the provisions of Section
33670(b) of the Redevelopment Law.
1.20 "Tax Increment Bonds" shall mean bonds, notes,
interim certificates, debentures or other obligations issued
by the Agency pursuant to Article 5 (commencing with Section
33640) of the Redevelopment Law.
1.21 The term "commencement of construction" shall
mean commencement of substantial site preparation and shall include Such
activities as excavation and grading or, where appropriate,
shall mean any work or construction of Developer's
improvements undertaken by the Developer.
1.22 The terms "Developer's improvements" and
"improvements" shall mean and include those improvements to
be developed and constructed on the Property under this
Agreement by the Developer.
1.23 "TSM" means Transportation System Management.
SEC. 1 CHANGRS IN ~RV~.LOPRR
(a) Changes Only Pursuant to this Agreement. The
qualifications, experience and expertise of Developer are of
particular concern to the Agency. It is because of these
qualifications, experience and expertise that the Agency has
entered into this Agreement. No voluntary or involuntary
successor in interest to Developer shall acquire any rights
or powers under this Agreement, except as hereinafter
provided.
(b) ~rohibition Against Transfer of Property and
Assignment of Agreement. Prior to the recordation by the
Agency of a Certificate of Completion for the Property, the
Developer shall not, except as permitted by this Agreement,
make or attempt any total or partial sale, transfer,
conveyance, assignment or lease, of the whole or any part of
that Property, or the buildings or structures on such
Property without the prior written approval of the Agency
which shall not be unreasonably withheld. This prohibition
shall not or does not apply to the Property subsequent to
the recordation of the Certificate of Completion with
respect to the improvements called for by this Agreement to
be erected upon the Property.
This prohibition shall not apply to a parcel or parcels
comprising a portion of the Property after recordation of a
Notice of Completion with respect to construction upon such
parcel(s).
Neither shall this prohibition be deemed to prevent the
granting of temporary easements or permits to facilitate the
development of the Property, or any program for the pre-sale
of the Property to its ultimate user prior to the
Certificate of Completion being issued.
Any proposed transferee to the Property, or any portion
thereof, prior to the recordation of a Certificate of
Completion for the Property shall have the qualifications
and financial responsibility necessary and adequate as set
forth in subparagraph (c), below, in order to fulfill the
obligations undertaken in this Agreement by the Developer.
Any transferee, by instrument in writing satisfactory to the
Agency and in form recordable among the land records for
itself and its successors and assigns, and for the benefit
of the Agency, shall expressly assume all of the obligations
of the Developer under this Agreement relating to the
Property involved and agree to be subject to all the
conditions and restrictions to which the Developer is
subject and shall assume all rights, power and authorities
of the Developer hereunder. There shall be submitted to the
Agency for review all instruments and other documents
necessary to the Agency's evaluation of the transferee's
qualifications and ability to assume the obligations of the
Developer hereunder and indicating transferee's assumption
of said obligations, and if such transfer is approved (if
approval be required hereby) by the Agency, its approval
shall be indicated to the Developer in writing.
In the absence of specific written agreement by the
Agency, no such transfer, assignment or approval by the
Agency shall be deemed to relieve the Developer or any other
party from any obligations under this Agreement.
After filing the Certificate of Completion, no approval
is needed as to any transfer, sale or assignment of the
Property or any part thereof.
The provisions of this Subsection (b) have been agreed
upon so as to discourage land speculation by Developer;
accordingly, these provisions shall be given a liberal
interpretation to accomplish that end.
(c) The Agency's and the neveloper's Rights Upon
Transfer and Assignment of the Agreement by the neveloper.
(1) It is expressly contemplated by the parties
that the Developer intends to transfer a portion of their
interest in the Project to a financial partner or partners.
To that end, the Developer shall have the right, power and
authority to transfer an ownership interest of less than
fifty percent (50%) in the Project and/or the Site at any
time, without restriction, provided, however, Developer
shall maintain management control in the Project, unless
Agency specifically authorizes a transfer of management
control.
(2) The Developer shall have the right, power and
authority to transfer an ownership interest of fifty percent
(50%) or greater in the Project and/or the Site prior to the
Developer's completion of its obligations under this
Agreement to any entity which meets the following criteria
(a) a net worth in excess of Twenty Million Dollars
($20,000,000); (b) not less than five (5) years experience
in real estate matters as its primary business if the
transfer is a development partner; however, no experience is
required for a financial partner; and (c) a good business
reputation. Such a transfer shall be effected at any time,
without restriction, review or approval, provided, however,
Developer (a) shall maintain a management control in the
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Project, unless Agency specifically authorizes a transfer of
management control, and (b) shall provide the Agency with
fifteen (15) working days' prior written notice describing
the intended transfer, accompanied by a copy of a financfal
statement evidencing the transferee's net worth and the
provisions of the transfer agreement which provide for
management control by the Developer.
(3) Any transfer by the Developer of fifty
percent (50%) or greater of its ownership interest to an
entity which does not meet the criteria set forth in
Subsection (b)(2), above, and only such transfers, shall be
subject to the approval of the Agency, which approval shall
not be unreasonably withheld. The Agency shall respond in
writing within fifteen (15) working days of request from the
Developer for such approval. The failure of the Agency to
respond within fifteen (15) working days from the
Developer's request shall be deemed approval of the
transfer.
(4) Any transferee of an ownership interest shall
succeed to all of the rights and obligations of the
Developer hereunder and shall, for the purposes hereof, be
substituted as, and deemed to be the Developer hereunder.
(5) No restriction to transfer set forth herein
shall be deemed to restrict in any manner the transfer of an
interest in the Project or the Site to any pre-existing
holder of a security instrument thereon. The parties hereto
hereby consent to the transfer in whole or in part to such a
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. pre-existing holder of a security interest in the Project or
the Site. After filing the Certificate of Completion, no
approval is needed as to any transfer, sale or assignment of
the Property or any part thereof.
SEC. 2 PARTICIPATION BY DEV,.TOPeR
(a) ~lan Restrictions. Subject to all the terms,
covenants, and conditions of the Agreement, Developer hereby
agrees to subject the Property to the "Declaration of
Restrictive Covenants to Run with Certain Land," and shall
upon due execution of this Agreement by all parties duly
execute said "Declaration of Restrictive Covenants to Run
with Certain Land" and cause the same to be recorded in the
office of the County Recorder of the County of San Mateo,
and agrees to hold, use and maintain the Property subject to
the provisions of the Plan as adopted and amended.
(b) Effect of Violation of the Terms and Provisions of
this Agreement. The Agency is deemed the beneficiary of the
terms and provisions of this Agreement and the covenants
running with the land, both for and in its own right and for
the purpose of protecting the interests of the community and
other parties, public or private, in whose benefit this
Agreement and the covenants running with the land have been
provided. The Agreement and the covenants shall run in
favor of the Agency without regard to whether the Agency has
been, remains, or is an owner of any land or interest
therein in the Site, in any parcel, or in the Project Area.
The Agency shall have the right if the covenants against
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racial discrimination are breached~ to exercise all
and remedtes~ and to maintain any actions or suits at law or
in equity or other property proceedings to enforce the
curing of such breaches.
SEC. 3 OYSTER POINT SEPARATION CONSTRUCTIONw CO~RIBUTION
A~ PAYMENT. INCI.~NG RE~.~TE~ PUB~.IC I~PRO~M~NTR
(a) pa~ent by ~eve~oper. Developer shall pay to
A~ency after City has approved the Specific Plan for
~he pro~ect and upon call of '~he agency as needed,
~he sum of $15,500,000 'in cash for the cost of the
Oyster Point Separation Project, said s~ ~o be paid as
provided
(b) Repa~ent of ~eveloper. Subject to the provisions
of the Bond Resolution, if any, A~ency will repay to
Developer from tax increment funds as they become available
in accordance with the priorities set forth herein the
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amount of $6,400,000 representing Developer's Advance of
Agency's share of the'aforesaid $15,500,000 (see(a) above).
The balance of the aforesaid $15,500,000 amount, consisting
of $9,100,000, shall constitute Developer's total
Contribution to'the cost of the Oyster Point Separation.
(c) Developer's Contribution. As set forth above,
Developer's total contribution for the Oyster Point
Separation shall be the sum of $9,100,000 which shall
consist of and satisfy Developer's obligation based upon
uses and densities provided for herein as applied to the
Oyster Point Contribution Formula and shall include all
Developer's obligation for payments for mitigation measures
arising out of Developer's Project except as otherwise
provided herein. Developer will not be required to provide
additional funds to the City for a transportation
coordinator to implement TSM plans provided Developer
satisfies his twenty-five percent (25%) goal for TSM as
determined by the City, and in the event City determines
Developer has not satisfied his twenty-five percent (25%)
goal as aforesaid,-Developer-will provide~funds for a full
time coordinator at City's pay level.
(d) Additional Contributions.
(1) In addition to the above contribution,
Developer will provide funds to the City to pay all
inspection and consultation costs relating'to plan review,
construction plan review and construction inspection of the
Project,~ such as security, fire protection, building, etc.
14
(2) Developer shall also pay to Agency upon
Agency's written requisition in such detail as required by
standard accounting principles, sufficient funds to permit
Agency to pay all direct administration costs associated
with this Project, including, but not limited to, wages and
salaries and fringe benefits of all Agency employees and
operating expenses directly arising from the Project. Such
administrative costs shall be based upon an annual budget
prepared by the Agency and submitted to Developer for his
review.
(3) Developer will make available to the City a
mutually acceptable area within the Project Area which
facilitates the production of an event or events which are
educational, cultural or entertaining and in public spirit.
Developer and City agree to use their best
efforts on an annual basis to sponsor and/or finance (cash
or in kind services) an annual cultural event or events
which character and content are mutually acceptable as being
consistent with the use and enjoyment of the Project Area by
its tenants and Owner.
City will assume full responsibility of said
program, including indemnifying and holding Developer
harmless from all personal injury and property damage claims
arising from said use.
__ (4) As part of the Development Plan herein,
Developer convenants and agrees to perform or cause to be
performed by a qualified engineering consulting firm an
engineering analysis subject to the approval of the City
Engineer to determine the available capacity, if any, and
the effect and impact that the development will have upon
all public storm drains and sanitary sewer improvements
serving the development. In the event it is thereafter
determined by the City Engineer that the existing storm
drains and/or sanitary sewer improvements are inadequate to
accommodate the development requirements, Developer agrees
to make such improvements to the storm drain and/or sewer
improvements and/or treatment systems necessary to
accommodate the Project. City cannot guarantee sewage
treatment capacity rights to Developer; however, City will
use its best efforts to preserve for Developer its projected
capacity needs if and so long as Developer constructs the
Project substantially in accordance with the schedule set
forth in the Scope of Development subject to delays beyond
the reasonable control of Developer, as set forth in Section
6(a) hereinafter.
(5) In addition to Developer's Contribution and
payments agreed to above by Developer herein, Developer
recognizes that as a direct result of Developer's Project,
further public services will be required by the scope and
intensity of development approved in the Scope of
Development hereunder and, therefore, Developer agrees and
covenants to pay the additional costs for fire protection,
start-up costs to provide fire protection in the Project
16
consisting of $190,000 for new fire equipment (one engine)
in the same manner as provided for in this Section 3.
(e) payment of Contribution.
(1) Developer shall pay Developer's Advance and
Contribution for the cost of construction of the Oyster
Point Separation and the other payments set forth in cash at
such time and in such amounts as requested by City. In this
regard, Developer shall provide a cash advance in an amount
deemed necessary by the City staff sufficient to commence
the design and construction of the Project as set forth in
Paragraph 3(a).
.. (2) Developer shall, upbn 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 (at a rate
of $726.85 per tri~.
(3) Developer may, at its own election, secure
its obligation pursuant to subparagraph (e)(2), above, by
posting with the City an unconditional letter of credit
drawn only upon "Acceptable'Financial Institutions" as
listed on Exhibit 6, 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
(e)(2) for the issuance of a building permit. Thereafter,
Developer shall, upon a request for funds pursuant to
subparagraph (e)(2), above, pay its cash contribution and
advance into the Oyster Point Separation Fund within thirty days of said
request.
(4) The total Project ADT is 21,325, based upon calculations
as set forth in Exhibit 9, attached hereto and incorporated herein by re-
ference. Total Project ADT shall be increased (at a pre-trip rate in
accordance with Exhibit 4 hereto) to reflect any increase in the Scope of
Development which is finally approved by the City and the Agency after
final environmental review, or building permits issued, subsequent to t~e
execution of this OPA. T~e difference between the amount of ADT for which
funds have already been received and the ADT for which funds have not been
received (and for which building permits have not been applied) shall be
referred to herein as "Future ADT."
(5) Construction of the Oyster Point Separation could proceed at
such a rate that funds will be needed for that improvement before Developer's
Contribution and Advance would otherwise be required. If that occurs, the
City or Agency shall be allowed to request and the Developer shall pay in
cash the proportionate amount of Developer's Advance and Contribution.
Upon such request by City, Developer shall pay such amounts
within thirty (30) days of City's request therefor; provided, however, that
if the Developer cannot pay any portion of Developer's Advance and Contribution
for the cost of construction of the Oyster Point Separation sooner than required
by the terms of Section 3(e)(1) and Section 3(e)(2), Developer agrees to cooperate
to the fullest extent possible in the creation of and not to protest the timely
formation of an assessment district within the Project Area, if required by the
City or Agency. In the event that City collects Developer's entire Advance and
Contribution pursuant to this subsection (e)(5) and the Oyster Point Separation
is not physically under construction prior to December 31, 1991, City shall re-
fund the Advance and Contribution made by Developer plus interest, if any, earned
thereon.
(6} All cash shall be held by the City in a
special interest-bearing fund, segregated from all gene£al
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 refunding provisions of
Section 3(e}(9) of this Agreement are implemented. All
interest earned on cash within the fund shall be credited to
the fund.
(?} City agrees to make any requests for cash
pursuant to this Paragraph 3(e} 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 3{e) to pay its contribution in a timely
fashion shall not be affected by failure of the City to
collect the contributions of other Developers. gpon City's
request for a cash contribution by Developer, whether for
cost of construction as contemplated in subparagraph 3(e)(1)
above, or for the full amount of the projected contribution
by Developer as contemplated in subparagraph {e)(5), above,
processing of all 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.
(8) 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 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
approwal 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 (e)(8)(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.
2O
3. ?oral Project Ag? ts 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 14,$00 trips.
5, Parcel A equals 10 acres. (25% of
the land remainin9 for which precise plan approval has not
yet been received.)
6. The Total ADT attributable to
Parcel A would be 3,700 trips. (25% of Future ADT remainin9
for the Project.)
(9) Refund of Excess Payments. It is recognized
that the City will make every effort to secure maximum
participation in the Oyster Point Separation Project,
includin9 uses other than the major ones set forth within
the Nolte Study and for 9rearer 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 Shearwate~ Project bears to the total ADT upon which the
total contributionsby all developers to the Oyster Point
Separation Project were based.
Refunds to be made shall be determined in
....... accordance with the procedure outlined in the following
examples. Refunds, if any are to be made, shall be made on
a date not later than ten years and two months after final
acceptance by City of the completed Oyster Point Separation
Project.
In the absence of excess payments toward the
principal of the Project, no refund will be made for
interest earned on such payments; such interest will be
applied to the Agency's share and will be reimbursed to the
Agency. If the net local share exceeds total payments into
the principal of the fund, there will be no repayment to
Developer unless additional payments made by other
developers following the date of Project completion bring
total payments to a level exceeding the local share.
EXAMPLES OF PAYMENT REFI/NDS
ASSUMPTIONS
' 1 2 3 4
~ Pmt. Repaid Amount of
Project ADT Repayment*
Project Total divided by $1,380,O00
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 .385 531,3OO
TOTALS 103,750 9,750,000 1.000 $1,380,OO0
Note (1) - After adjustment for contributions to East Grand Avenue
Overpass at the rate of $154 per trip
Example %1 - 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, O00) 1,380,OO0
* 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 = 1,250,0OO
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 %3 - Assumes net local share cost= $12,000,000
Assumes total-interest earnings =- - 1,250,O00~i-
Total excess payments = 0
Total excess interest = 0
(Note:- Because net local share exceeds totals-Payments
will be no repayment to developers unless more than
$1,O00,000 in additional payments are made by other
developers following date of project completion.)
(f) Priorities. All Tax Increment, on an annual
basis, after deduction for amounts payable pursuant to
~ealth and Safety Code Section 33334.2 and/or any other
legal obligations or restraints imposed upon the use of tax
increment funds under the law, shall be pledged to the
repayment of all Advances and other loans to Agency. Such
loans and Advances shall be paid in accordance with the
following priorities.
(1) (First Priority) Current payment obligations
for principal and interest on Tax Increment Bonds;
(2) (Second Priority) Current payment obliga-
tions for principal and interest on other third party loans;
(3) (Third Priority) All principal and interest
on Advances by Developer;
(4) (Fourth Priority) All principal and interest
on Advances by City;
(5) (Fifth Priority) All principal and interest
on City's Advances for administrative costs in excess of the
Administrative Budget pursuant to (e)(1), above, of this
Section 3.
(g) No Further Fees or Contributions. It is
determined and agreed that the obligation of Developer to
make the Advance and Contribution herein 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 with respect to the construction of
the Oyster Point Separation or any part thereof or with
24
respect to traffic mitigation at the Oyster Point/Southern
Pacific/~ighway 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
Point Separation or any part thereof shall be required of
Developer or any owner of any portion of the property as a
condition to or in connection with issuance or approval of
any subdivision map, parcel map, precise plan, building
permit, occupancy permit, or any other permit, approval or
authorization whatsoever. This section, however, applies
only to the Oyster Point Separation and not to other City
permit fees.
(h) Obligation to Run with the ~.and.
(1) The obligations of the Developer set forth in
this Section 3 of this Agreement 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 Separation other than that attributable to the
parcel owned or leased by said successor or assign and
according to the guidelines set forth in Paragraph 3(e)
above.
(2) Notwithstanding that the obligations of
Developer are set forth in this Section 3 of this Agreement
25
and 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 in the
Project conveyed by Developer until the City receives the
cash payment contemplated in Paragraph 3 (e) (1) , (2) and (3)
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 Agreement
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 3(h)(2) become
subrogated to City's rights and remedies against Developer's
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 3(h).
(3) The Developer shall cause a memorandum of
this Agreement to be recorded in the Office of the Recorder
of the County of San Mateo as a restrictive covenant upon
the lands within the U.S. Steel Plant Site Redevelopment
Project immediately upon its execution.
(i) larking Facility. As a part of the development
herein, and in consideration of the additional public
service to be furnished herein by City, Developer agrees to
develop on the Property (or portion thereof) a multi-level
parking for a fee facility to provide parking for the
9eneral public.
(j) Undergrounding of Electrical Utilities.
(1) Agency and Developer agree that certain
undergrounding of electrical utility lines can and should
take place within the Project Area. At this time the total
cost of such undergrounding and the extent thereof cannot be
determined with certainty. The Developer agrees to
contribute towards the cost of such undergrounding subject
to a cost sharing formula to be negotiated between the
Agency and Developer when the extent and total cost of such
undergrounding is known. Developer's share of such total
cost is not to exceed fifty percent (50%).
(2) City agrees to use its best reasonable
efforts to adopt an ordinance for an underground district
within the Project Area in accordance with paragraph A.l.b.
of Rule No. 20, Pacific Gas & Electric Company, San
Francisco, California, (Cal. P.U.C. Sheet Nos. 6915-E and
6229-E) in order to obtain a contribution by the Pacific Gas
& Electric Company towards the cost of such undergrounding.
Agency and Developer agree to cooperate and comply with the
provisions of the aforesaid Rule No. 20.
27
(k) Assessment Districts. City shall, at the request
of Developer, consider the establishment of assessment
districts for the purpose of financing through assessment
bonds those public improvements which are eligible for such
financing, including without limitation public improvements
which may be constructed within the Property. The election
by City to establish assessment districts shall not be
arbitrarily withheld, and the City shall use its best
reasonable efforts to establish those districts that it, in
its discretion, decides are appropriate to finance the
improvements contemplated herein. Agency retains full
discretion as to timing of its contributions.
(L) Parking District. City and Agency will, at the
Developer's request, consider forming a special parking
assessment district or districts within the Property if and
when parking structures are needed for Project development
and provided Developer provides sufficient guarantees for
the financial security of bonds issued by any such district
in addition to the pledge of parking revenues. The election
by City to establish such districts shall not be arbitrarily
withheld, and the City shall use its best reasonable efforts
to establish those districts that it, in its discretion,
decides are appropriate to finance the improvements
contemplated herein.
SRC. 4 FINANCING
(a) In order to assist the Developer in providing
financing for the development and construction on the Site
of i~prove~ents as provided in the "off-site and on-site public
improvements" attached hereto as Exhibits 5(A) and 3(B) and in-
corporated herein by this reference and other Site Improvements,
including parking structures and, at Developer's option, the
acquisition of the Site or any portion thereof, Agency agrees
consider the issuance and sale o£ one or more bond issues or other
obligations or otherwise secure financing which qualifies
for tax exempt status under the Internal Revenue Code and
the laws of the State of California, including the
following~ assessment districts, benefit districts, local
improve~ent districts, and parking districts. The election
of the City to issue and sell such bonds shall not be
arbitrarily withheld, and the City shall use its best
reasonable efforts to issue and sell such bonds that it, in
its discretion, decides are appropriate to finance the
Improvements contemplated herein.
(b) The credit, assets and revenues of the Agency or
City shall not be pledged, used or relied upon in obtaining
such financing except as provided herein. Developer agrees
that no agreement by or on behalf of Developer to obtain
financing shall obligate Agency to guarantee or secure such
financing or to indemnify any lender or investor of funds
and that such lenders or investors shall look only to the
credit, assets and revenues of Developer or other persons or
entities other than Agency as security for such financing.
(c) Furthermore, the Agency agrees that it will issue
tax increment bonds if and as often as Agency in its
reasonable judgment deems such issuance is reasonable and in
such amounts and lots as Agency's independent financial
consultant may advise.
(d) Upon mutual agreement of the Agency and the
Developer, the Agency may issue tax increment bonds in
advance of the availability of tax increment sufficient to
assure the financial security of said bonds upon a guarantee
from Developer thereon.
(e) The Developer intends to use bond financing in
connection with off-site improvements relating to water
systems, sanitary sewer and storm drainage facilities,
streets, curbs, gutters, sidewalks and utility systems, all
public facilities and utilities for in-tract improvements,
and marina and harbor area improvements including
breakwaters, berths, cranes and related equipment.
SEC. 5 CONVR. YANCR OF PROPRRTY.
(a) Form of need. The Developer agrees that every
conveyance of the Property shall be by deed and such
conveyance and title shall, in addition to all other
conditions, covenants, and restrictions set forth or
referred to elsewhere in the Agreement, be subject to:
(1) The Redevelopment Plan and all amendments
thereto and any subsequent amendments made as herein
provided, however, if the Redevelopment Plan shall be
revised or amended, then (i) the Developer shall receive
prior written notice as provided by law, and the Agency
shall also use its best efforts to notify the Developer in
advance of any intended revisions, and (ii) the Developer
shall have the right, power and authority to appear at any
hearings pertaining to such revision or amendment to voice
its objections and protests, and to maintain all other
rights provided by law or deriving out of this or any other
Agreement;
(2) The 'Declaration of Restrictive Covenants to
Run with Certain Land,' referred to in Section 2, subsection
(a), above, and any amendments thereto or supplemental
Declaration of Restrictions to be recorded prior to the
recordation of any Deed to any Parcel;
(3) Applicable building and zoning laws and
regulations;
(4) Public easements, public rights of way and
encumbrances of record or in existence as of the date of the
recordation of the Deed;
(5) Such public easements, public pedestrian
access easements, public parking easements, and other
covenants and conditions as may be agreed to by the parties;
(6) Such retained rights in the Agency with
respect to parcels or portions of the Property to be devoted
to public uses as shall be consistent with this Agreement;
(7) This Agreement and any amendments thereto.
(b) The Purchase Price. The purchase price of any
property herein by and between the parties shall be based
upon the fair market value of the property as of the date of
transfer as defined by the decisional and statutory laws of
31
the State of California with a particular reference to the
case of ~acramento v. ~eilbron, 151 Cal. 271.
{c) The Agency shall use its best reasonable efforts
to acquire a leasehold interest in that certain property
referred to hereinafter as the 'GSA SITE' and more
particularly described as set forth in Exhibits 1 and 2B
hereto and by this reference incorporated herein, as though
set forth verbatim and shall, if said interest is obtained,
sublease the GSA Site to Developer on terms and conditions
to be negotiated between the Agency and the Dedeveloper,
except that the terms and conditions of said sublease shall
be consistent with those of said lease. The Agency shall
use its best reasonable efforts to obtain as part of said
leasehold interest, a right of first refusal in the event
that the lessor attempts to sell the GSA Site and, if said
right of first refusal is obtained, the Agency shall assign
that right to Developer. Developer shall pay the Agency all
costs, direct or indirect, of obtaining said right of first
refusal. In the event Developer does not purchase the
aforesaid GSA site, then Developer shall be relieved of any
obligations directly related to the GSA site based upon the
apportionment formula utilized herein, i.e., the 'Oyster
point Contribution Formula.'
~EC. 6 TIM~ FOR COMMENCEMENT ANn COMPLETION OF IMPROV~.M~NTS.
(a) The construction of the improvements referred to
herein shall be accomplished as set forth in Exhibit 8,
attached hereto and by this reference incorporated herein,
provided, however, that a delay in or failure of performance
by the Developer shall not constitute a default, nor shall
the Developer be held liable for loss or damage if and to
the extent that such delay or failure is caused by acts of
God or the public enemy, expropriation or confiscation of
facilities, acts of declared or undeclared war, weapon of
war employing atomic fission or radioactive force, whether
in the time of peace or war, public disorders, rebellion,
sabotage, revolution, earthquake, fire, floods, riots, or
litigation initiated by third parties, or administrative
delays caused solely by the City or its agents. The
Developer shall not be entitled to the benefits of this
subsection unless it gives prompt written notice to the
Agency of the existence of any event, occurrence or
condition which it believes permits a delay in the
performance of its obligations pursuant to this subsection.
SEC. 7 TIME FOR CERTAIN OT~RR ACTIONS.
(a) Specific Plan. Not later than seven (7) days
after the execution of this Agreement, Developer shall
submit to City for its approval, a "Specific Plan" for the
development of the Property. Said Specific Plan shall be
consistent with the General Plan and shall conform to the
requirements of state law.
(b) ~recise Plans. As a further condition of
performance of Agency's obligations hereunder, not later
than sixty (60) days after the effective date of the
approval of a Specific Plan submitted pursuant to Section
33
7(a), the Developer shall submit to the City a Precise Plan
for the first phase of development of the Property. Said
Precise Plan and any subsequent Precise Plans submitted by
Developer shall be processed as set forth in the approved
Specific Plan.
(c) Building Permits. As a further condition of
performance of Agency obligations hereunder, Developer shall
procure such building and other permits as may be necessary
to allow construction on the Property of the improvements
contemplated herein. Developer shall apply for said permits
within two hundred forty (240) days after Agency's approval
of the Precise Plan for Phase One of the Project. Agency
and/or City shall provide all proper assistance to Developer
in securing these permits and will use its best efforts to
expedite the processing of Developer's applications
hereunder.
(d) Financing and Marketing. The Developer shall use
its best efforts to finance and market the Project in such a
manner and to such an extent as commensurate with the time
constraints imposed by this Agreement.
(e) ~treet Vacation. Upon the written request of the
Developer, the Agency shall use its best efforts and take
all actions necessary and appropriate to facilitate the
closing and vacating of all streets and public rights of way
designated in the Plan to be closed and/or vacated. The
Developer hereby appoints the Agency as it agent for the
purpose of doing all acts necessary and appropriate for the
closing and/or vacating of all such streets and public
rights of way for the withdrawal of any and all lands within
the Project Area from existing subdivisions and for
resubdlviding any and all of the lands within the Project
Area, including without limitation, full power and authority
to sign all new subdivision maps or resubdivision maps for
and on behalf of the Developer.
SEC. 8 PERIOD OF DURATION OF COVE. NANT TO USE.
The covenant pertaining to the uses of the Property,
set forth herein, shall remain in effect until January 1,
2006. No amendment to the Declaration of aestrictions shall
have the effect of extending the time period expressed
herein.
SEC. 9 NOTICES AND DEMANDS.
A notice, demand or other communication under the
Agreement by either party to the other shall be sufficiently
given or delivered if it is dispatched by registered or
certified mail, postage prepaid, return receipt requested,
or delivered personally, and
(i) in the case of the Developer, is
addressed to or delivered personally to the
Developer at 930 Chiltern Road, Hillsborough,
California 94010.
(ii) in the case of City/Agency, is
addressed to or delivered personally to
City/Agency at City Hall, 400 Grand Avenue,
South San Francisco, California 94080
35
or at such other address with respect to either such party
as that party may, from time to time, designate in writing
and forward to the other as provided in this section.
SEC. l0 SPECIAL PROVISIONS.
(a) Scope of Development. Developer's improvements
are described in the 'Scope of Development' incorporated
herein and attached hereto as Exhibit 7. All of the parcels
of Developer shall be redeveloped as a part of the Property
and in accordance with all the terms, covenants and
conditions of this Agreement and in accordance with the
Scope of Development.
In order to permit the redevelopment of the property
and parcels thereto pursuant to this Agreement, the Agency
agrees to initiate and use its best efforts to have the City
make any changes in zoning within the Property so as to
conform to the land use provisions of the Development Plan
as it now exists or as it may be amended.
The Agency shall grant the Developer all access,
interest, easements or other rights (both before and after
title is conveyed to any parcel), over the public rights-of-
way adjacent to the Property when and if such access,
interests, easements or other rights are necessary to
commence, carry out or complete the construction of and
operate, use and maintain Developer's improvements.
(b) Information on Progress. After the date of this
Agreement, the Developer shall continue to submit, at
quarterly intervals, status reports advising the Agency of
36
the general status of the project, Said progress reports
shall be submitted in a fo,m as agreed to by the pa,ties and
shall be confidential to the extent permitted by law.
(c) S, bstantt~l Changes. Developer covenants and
agrees that before and during the period of construction of
Developer's improvements, Developer shall not make or permit
to be made any Substantial Changes in the Project, as
approved by the Agency, without first submitting such
changes to the Agency and City Council for approval.
· Substantial Change' means any increase or decrease
exceeding fifteen percent (15%) in gross feet of a building
or structure or the uses therein, the number of housing
units, the number of hotel rooms or the number of marina
berths, or any change in design of any structure (including
but not limited to height, form, exterior treatment and/or
materials utilized in construction) in the Planned Mixed-Use
Community as proposed by the Developer for the Project when
such change in design is found to be substantial in the
opinion of the Executive Director of the Agency. This $~ction
shall not prevent the Developer from building all or any portion of the
building or structure subject to a phased planned development.
Changes that are not substantial shall be subject
to written approval by the Executive Director of the Agency.
Developer shall have the responsibility of notifying his
" contractors, architects and engineers of the requirements of
this subdivision and Developer shall be responsible for
compliance with said requirements. For purposes of this
- subdivision, Substantial Changes shall include (but not
necessarily be limited to) the following and similarly
important changes ~n t~e con~truction or in the approved
S~e¢i£i¢ ?lan.
(i) Substantial Changes in size or design
materially affecting ~n
coverage or f3oor area ratio or nu~er of
(~) Substant~aX Changes affecting off-
street parking facilities.
(~i) Substantial Changes ~n s~ze or design
or use of exterior f~n~shinq ~ter~als
not~ceabl~ affecting architectural appearance
or functional use and operation of the
improvements.
(iv) Substantial Changes
placement of service facilit~es~ or in the
muter of elevators, stairs and ramps~ and
changes in general pedestrian or vehicular
circulation in, around or through the
i~rovements.
(v) Substantial Changes re~rin9 approval
of any City or State ~ard, body, co~ission
or officer, o~ any change re~ired by any
City or State ~ard, body, co~1ssion or
officer.
(v~) Subtantlal Changes In landscape
plantin9 and s~te ~mprovements.
(vii) Substantial Changes in number, size,
placement, graphics, design or materials of
all exterior signs, if any, shown in the
Precise Plan, differing from those shown and
specified in the approved Precise Plan.
(viii) Substantial Changes in size or
quality of exterior pavement, pedestrian
malls, plazas, retaining walls, pools and
fountains, exterior lighting and other site
and entourage development of the Property
other than that shown and specified in the
approved Precise Plan.
(d) Architectural Review. Subject to the terms of
this Agreement, (in particular as set forth in Section 7] the Agency
and, if applicable under City codes,,the City,__shall have the
right of reasonable-architectural review of all plans and
submissions, including any changes therein.
The Agency will use its best efforts to expedite the
approval process and to cooperate with the Developer's
efforts to cause said architectural review by others to be
accomplished within the terms set forth in this Agreement
for approval of plans by the Agency.
SEC. ]l GRNRRAT. PROVISIONS.
(a) Nondiscrimination. Developer shall refrain from _
restricting the rental, sale or lease of the Property or
parcels on the basis of sex, race, color, religion, ancestry
or national origin of any person. Ail such deeds, leases,
or contracts shall contain or be subject to substantially
the following nondiscrimination or nonsegregation clauses:
(i) In Deeds.
"The grantee herein covenants by and for
himself, his heirs, executors, administrators
and assigns, and all persons claiming under
or through them, that there shall be no
discrimination against, or segregation of,
any person or group of persons on account of
sex, race, color, creed, national origin or
ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment
of the land herein conveyed, nor shall the
grantee himself or any person claiming under
or through him 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, sublessees, subtenants or
vendees in the land herein conveyed. The
foregoing covenants shall run with the land."
(ii) In Leases.
"The lessee herein covenants by and for
himself, his heirs, executors, administrators
and assigns, and all persons claiming under
or through him, and this lease is made and
4O
accepted upon and subject to the following
conditions:
"That there shall be no discrimination
against or segregation of any person or group
of persons on account of sex, race, color,
creed, national origin or ancestry, in the
leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the land
herein leased nor shall the lessee himself,
or person claiming under or through him,
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,
sublessees, subtenants or vendees in the land
herein leased.'
(iii) In Contracts.
"There shall be no discrimination against or
segregation of any person or group of persons
on account of sex, race, color, creed,
national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the land, nor shall
the transferee himself or any person claiming
under or through him establish or permit any
such practice or practices of discrimination
or segregation with reference to the
41
selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees
or vendees of the land."
(b) Bodily Injury and Property Damage Insurance. The
Developer shall take out and maintain during the planning
and construction phase of this Agreement,and for four (4)
years after final completion of the construction phase of
the Agreement, the following policies of insurance:
(1) Worker's Compensation and employers'
liability insurance in the statutory coverage. In signing
this Agreement, the Developer makes the following
certification, required by Section 1861 of the California
Labor Code:
I am aware of the provisions of section 3700
of the California Labor Code which require
every employer to be insured against
liability for Workers' Compensation or to
undertake self-insurance in accordance with
the provisions of the Code, and I will comply
with such provisions before commencing the
performance of the work of this Agreement.
(2) Public ?.lability Insurance. In an amount not
less than FIVE }{UNDRED TROUSAND DOLLARS ($500,000.00) for
injuries including, but not limited to, death to any one
person and subject to the same limit for each person, in an
amount not less than ONE MILLION DOLLARS ($1,000,000.00) on
account of any one occurrence.
(3) Property Damage Insurance. In an amount not
less than FIVE RUNDRED T}~OUSAND DOLLARS ($500,000.00) for
42
damage to the property of each person on account of any one
occurrence.
(4) Contractual Liability Insurance. Developer
shall take out and maintain during the life of this
Agreement an insurance policy in the amount of at least ONE
MILLION DOLLARS ($1,000,000.00), insuring City, the Agency,
their respective elective and appointive boards,
commissions, officers, agents and employees, and Developer
against damages sustained by reason of any action or actions
at law or in equity, and/or any claims or demands by reason
of any breach or alleged breach of any contract, or
provisions thereof, or by reason of any contractual
liability, or alleged contractual liability arising out of
any contract entered into by Developer and/or any of its
agents or employees in order to perform the work defined
herein.
(5) It is agreed that the insurance required by
Sections 2, 3 and 4 shall be in an aggregate amount of not
less than One Million Five Rundred Thousand Dollars
($1,500,000) and shall be extended to include as additional
insureds the City of South San Francisco, the Redevelopment
Agency of the City of South San Francisco, their respective
elective and appointive boards, officers, agents and
employees, with respect to operations performed by the
Developer as described herein. Evidence of the insurance
described above shall be provided to City upon execution of
this Agreement and shall be subject to approval by the City
43
Attorney as to form, amount and carrier. The policy of
insurance shall also contain a provision indicating that
such insurance shall not be reduced or cancelled except upon
thirty (30) days written notice to City. In addition, the
following endorsement shall be made on said policy of
insurance:
Notwithstanding any other provisions in
this policy, the insurance afforded
hereunder to the City of South San
Francisco and the Redevelopment Agency of
the City of South San Francisco shall be
primary as to any other insurance or
reinsurance covering or available to them,
or either of them, and such other
insurance or reinsurance shall not be
required to contribute to any liability or
loss until and unless the approximate
limit of liability afforded hereunder is
exhausted.
(c) City and Other Governmental Permits. Before
commencement of construction or development of any
buildings, structures or other work of improvement upon any
parcel or within the Project Area, the Developer shall at
its own expense secure or cause to be secured any and all
permits which may be required by the City or any other
governmental agency affected by such construction,
development or work. Agency shall provide all proper
assistance to the Developer in securing these permits.
(d) Conflict of Interests. No member, official, or
employee of the Agency shall have any personal interest,
direct or indirect, in this Agreement nor shall any such
member, official or employee participate in any decision
relating to the Agreement which affects his personal
interests or the interests of any corporation, partnership
or association in which he is directly or indirectly
interested.
(e) Non-T.fability of Agency Officials. Employees and
Agent~. No member, official, employee or agent of the
Agency or City of South San Francisco shall be personally
liable to the Developer, or any successor in interest, in
the event of any default or breach by the Agency or for any
amount which may become due to the Developer or successor or
on any obligation under the terms of this Agreement.
(f) Provision not Merged with Deeds. None of the
provisions of this Agreement are intended to or shall be
merged by any Grant Deed transferring title to any real
property, the subject of this Agreement, from Agency to
Developer or any successor in interest, and any such Grant
Deed shall not be deemed to affect or impair the provisions
and covenants of this Agreement.
(g) Title of Parts and Sections. Any titles of the
Parts, Sections or subsections of this Agreement are
inserted for convenience of reference only and shall be
disregarded in constructing or interpreting any part of its
provisions.
(h) Hold Harmless. If, through negligent acts or
omissions by the Developer or its construction contractor,
any other contractor or any subcontractor shall suffer loss
of damage on the work, the Developer or its construction
contractor shall settle with such other contractor or
45
subcontractor by agreement if such other contractor or
subcontractor will so settle. If such other contractor or
subcontractor shall assess any claim against the Agency on
account of any damage alleged to have been so sustained, the
Agency shall notify the Developer and its construction
contractor who shall defend at their own expense any suit
based upon such claim; and if any judgment or claims against
the Agency shall be allowed, the Developer and its
construction contractor shall pay or satisfy such judgment
In addition, the Developer shall defend the Agency
against any claims or litigation of any nature whatsoever
brought by third parties and directly arising from
Developer's negligent performance of its obligations under
this Agreement, and in the event of settlement, compromise
or judgment hold the Agency free and harmless therefrom.
The Agency shall defend the Developer against any
claims or litigation of any nature whatsoever brought by
third parties and directly arising from Agency's negligent
performance of its obligations under this Agreement, and in
the event of settlement, compromise or judgment, hold the
Developer free and harmless therefrom.
In the event of concurrent negligence of the parties
hereto, the officers, agents and/or employees, then the
liability for any and all claims for personal injury
(including, but not limited to, death) and property damages,
and the cost of defending same, including attorneys fees,
arising out of the performance of this Agreement shall be
46
apportioned under the California theory of comparative
negligence as established presently, or as hereafter may be
modified.
(i) Rights and Remedies Cumulative. Except as
otherwise expressly stated in this agreement, the rights and
remedies of the parties are cumulative, and the exercise or
failure to exercise one or more of such rights or remedies
by either party shall not preclude the exercise by it, at
the same time or different times, of any right or remedy for
the same default or any other default by the other party.
(j) Severability. If any term, provision, covenant 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 unless the rights and obligations of the parties have
been materially altered or abridged by such invalidation,
voiding or unenforceability.
(k) Binding Upon Successors. This Agreement shall be
binding upon and inure to the benefit of the heirs,
administrators, executors, successors in interest and
assigns of each of the parties hereto except that there
shall be no transfer of any interest to any of the parties
hereto except pursuant to the terms of this Agreement. Any
reference in this Agreement to a specifically named party
shall be deemed to apply to any successor, heir,
administrator, executor or assign of such party who has
47
acquired an interest in compliance with the terms of this
Agreement or under law.
(L) parties Not Co-Venturers. Nothing in this
Agreement is intended to or does establish the parties as
partners, co-venturers, or principal and agent with one
another.
(m) Warranties. The Agency expresses no warranty or
other representation to the Developer as to fitness or
condition of the Property for the building or construction
to be conducted thereon. Agency does warrant and represent
to Developer that it has the jurisdiction and authority to
enter into this Agreement and to make the representations,
and assume the obligations, herein set forth.
S~C. ]~ MISCRr.T.ANEOUS.
(a) The Redevelopment of the Property pursuant to this
Agreement is a private project and the Developer shall have
full power over and exclusive control of the Property
subject only to the limitations and obligations of the
Developer under this Agreement, the Plan and the
Restrictions.
(b) This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto, their respective heirs,
successors, or assigns from the date of its execution.
(c) The provisions of this Agreement do not limit the
right of obligees to foreclose or otherwise enforce any
mortgage, deed of trust, or other encumbrance upon the
Property, or the right of obligees to pursue any remedies
48
for the enforcement of any pledge or lien upon the Property;
provided, however, that in the event of a foreclosure sale
under any such mortgage, deed of trust, or other lien or
encumbrance, or a sale pursuant to any power or sale
contained in any such mortgage or deed of trust, the
purchaser or purchases, and their successors and assigns,
and the Property shall be and shall continue to be subject
to all of the conditions, restrictions and covenants herein
provided for.
SEC. 13 DRFAUI.T.
In the event of default or breach of this Agreement or
any of its terms or conditions by the Developer, and if the
Developer fails or refuses to correct or cure such default
or breach within a reasonable time after notice from the
Agency, the parties acknowledge that either party may at its
option exercise any remedy available to it by law to assure
performance of this Agreement.
SRC. 14 EFFECTIVe. DATE OF T~IS AGRERMRNT.
This Agreement shall be presently effective subject to
the condition subsequent of adoption of the final
Redevelopment Plan by the City and the Agency, provided,
however, that if any judgment invalidating the Redevelopment
Plan is rendered, entered and becomes final, all appeals
have become final and the aforesaid judgment invalidating
the Redevelopment Plan is not reversed, and further
providing that the aforesaid judgment invalidating the
Redevelopment Plan materially affects the ability of the
49
Agency to perform the provisions thereof, the effectiveness
of this Agreement shall be suspended until the parties agree
to perform some or all of the provisions of this Agreement
notwithstanding the litigation. However, notwithstanding
the aforementioned provisions of this paragraph, if any
clause or paragraph of this Agreement or the Redevelopment
Plan is held to be invalid or illegal by a final judgment of
a court of competent jurisdiction and all appeals are not
successful, such invalidity or illegality shall not act to
invalidate any other provisions of the Agreement or the
Redevelopment Plan, and all other provisions shall remain in
full force and effect to the greatest extent legally
possible.
SEC. ]5 COUNTERPARTS.
The Agreement is executed in three (3) counterparts,
each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the City and the Agency have caused
the Agreement to be duly executed in its name and behalf by
its Mayor and Chairman respectively and the seal of each to
be hereunto duly affixed and attested by the City Clerk and
Agency Secretary respectively and the Developer has caused
the Agreement to be duly executed.
ATTEST: CITY OF SOUTH SAN FRANCISCO
By
City Clerk Mayor
ATTEST: REDEVELOPMENT AGENCY OF THE
CITY OF SOUT}{ SAN FRANCISCO
By
Secretary Chairman
By
NEVILLE R. PRICE
By
ROSEMARY C. I. PRICE
51
STATE OF CALIFORNIA )
COUNTY OF )
On , 1985, before me,
, a Notary Public, personally appeared NEVILLE
H. PRICE, known to me or proven to me on the basis of
satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me
that he executed the same.
WITNESS MY HAND and official seal.
NOTARY PUBLIC in and for said
County and State
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 1985, before me,
, a Notary Public, personally appeared ROSEMARY
C. I. PRICE, known to me or proven to me on the basis of
satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me
that she executed the same.
WITNESS MY HAND and official seal.
NOTARY PUBLIC in and for said
County and State
l
· ~ ~ '~P~' S ~"
de,cried or follov~
nZGI~I~G at a ~olnt on the Yortherl~ ]fne of the Ct, TI
Rancho, vhere same ~ ~ntersected ~ the divSdln~ line ~etveen
feet fro~ the corner co, on to ~ctlo~s 24-2S-~ ,~a ~3
thence North 64° 45' ~a~t 25~.40 feetl %her. ce ~ortb ~3· 450
~t 2~.20 feet; thence North lO' 25' East 159.40 feet~ thence
Forth 2~* lB' We~t 119.90 feetl t~e~ce ~oFth 12° 300 ~est 184.PO
feet~ thence North ISe ~e~t 194,~0 feet~ thence Forth 43
bst 'JS.90 feet; thence North Sl* lB' East l~.O0 feet~ thence
leaving the line of the Bi, ri Bt~rt ~a~cho and ~vnnin~ ~crth
feet to a point o~ the ~ovther~y ~ne of Tide Lands Lot ~3 of
~ect~cn 14, TownshlF 3 So~th~ ~oaqe 5 ~est, ~.~.B. $ ~..
~nd~ Lct~ 23-22-21 an~ 20, to t~e SovtheaFt corner ct
Lot ;O; thence Forth 45° West, mcro~s said Lot~ 20 m~fl ~l, tc
the Northvest corner of said L~ ~11 thence ~est, 8lc~ the
Northerly ~ot, ndary lt~e of TSde ~ Lots ~-23 ~ 24, to the
~orthvest corner of said ~t ~4~ thence Eovth, olo~g the
]~ne of ~a~d Let 24, to the cor~er co~cn to Tide ~nd
24 8n~ 25 of ~ection 14 end Tide Land Lots 13 and 3~ of Faction
15, Tcvn~ht~ 3 Soy%h, ~onqe 5 We~t, ~.~.~ i R.~ thence ~est,
Forthvest corner of said ~t 31 of s01d sectfon 151 thence North
3~0 32' 40" ~e~t 1357.95 feet, 81onq said r~qht of roy line,
to th~ Northve~t ccrne~ of a tract of land con~ey~ ky the
$cho~-~otcher Co~ny Pi~ Works ~o the Western PS~ end Steel
Co~an~ of California, ~y Dee~ reco~ At, gvst 24, 19~5 Sn Bock
180 of Official ~ecords of San Aa%co Covhty at page 2~8~ thence
co~ttnving along sa~d right of ~o~ line, ~vth 3~° 32· 400 We~t
980 feet to · point the~ln, from vhScb po~nt the
qro~lte ~onvment No. I of the 2vrl Burl ~0acho, s~ln~
the t~terse~lon of the Northerly ~ovnda~ li~e of s8t~ ~ancho,
~lth the cea%arlene o~ the ~a~ ~no ~d, Bear~ Mo~h ~S° 030
EXHIBIT
~/~tonce~f ~o~t~ 3~0 32' doe WeFt ~00 feet~ Forth ~0 ~*
~5' ~e~t ~0,30 ~eetl t~e~ce $o~t~ 0e 45* ~est ~5~ ~eet~ thence
Eovth 15° ~0' ~t 2~9.60 feetl thence ~o~t~ ~1* 5~' ~est ~9.311
teet to the ~crtheest cor~er of t~t certai~ 20 ~oct
~e~cri~ee in ~ed lro~ Con~oli~ste~ Wester~ Steel Ccrrcretto~,
~ cor~rBtio~ tc ~ntted ~tates of A~.ertce recorded ~uly 6, 1950
}0 foot refit South ~o 55' 30u East ~41,314 feet to the Nc~erly
line of Oyster Point }oule~ar~ thence ~lonq said Fcrtherly
]i~e of Oyster Pot~t Bo~leva~, North 8~' 04* 30' East ~21.~0
feet tc the ~o~thvest cor~er of thee certetn 15.57 ecre erect
to Bethle~e~ Pacific Coast [reel Corporation, · ~elav~re
cf Offtcia) ~eco~s ~t po~e 4~6 (File ~o. }6292-G) ~8~ ~ltec
~ot,~d~rie~ of aaid 15.B~ ~cre tract ~orth 114~.10 feet e~e
Co~8ny, · California co~or~tto~ ~ ~ed recorded Av~t 210
~2~6~) ~en ~teo Cavity ~eccrd~, thence ~lo~g the
co. er of said 1~.04 oc~ tFoctJ then~ Morth S1.65 feet
Al:~ that certain ~ece or ~rce:) of 3a~ ~t~ated, 37~r.g
~ Sn t~e C~t7 ag ~ou~ ~ Fr~c~, Cou~t7 of Eon P~t~o,
~ou2evere (fo~er2y ~ut2er ~oo~) dfstent thereon Forth e~, o4'
30u ~est 4~.99o feet fro~ the ~c~t of f~te~sectior, cf safe
]~ne cf OyFter ~ot~t Bcu~evar~ vl~h ~he $ot'thea~terly
Geeo frc~ ~c~av-~atc~er 'Co~Fany Pi~e ~orks to Western Pfye
County ~eco~ runntnq thence elcnq the ~o~t~easterly
2~e of sa~d Farce~ of 1o~d descr~e~ ~n deed obc~e Feferre~
tc ~ort~ 3~° 32t 40' ~art 640.~50 fe~t to an ~qle ~oint
Tercel ~f )8r, d de~cribed ~n ~aid Geed a~ove referred tc
83c~ the ~orthen~terly ~rod~cti~ o~ so~d Sc%,theorterly
~th the ~esterl~ ~c~ndary l~e ~[ tha~ certain 22.105
~arcel of lend ~e~crl~e~ ~ the ~eed from South ~a~
reccrde~ A~F~] 15, 2990, ~n vo2u~e ~9 o~ ~ee~, ~eqe ~, son
~etec county ~eco~s~ runn~nq thence elonq sara Westerly
feet to an anqle ~oint there~nl thence cc~t~nu~q elonq safd
~e~e~2~ boundary lt~e the follov~n~ courses end dS~ce~:
~ovth 13~ 16e ~ast 2~0,100 fee~, Forth ~50 OS~ West llO.3CO
feet mhd South 53° 530 West 289.31~ feet~ thence 3esvinq the
~eFterly bovnda~ ]~ne of snl~ 22.105 acre ~rcel of 18~d
rv~V ~c~th ~* 55s 30' ~ert 5.88~ feetj thence ~ovth ~o 04~
~CLP~'I~G, hcve~er 8n~ re~e~Snq ~nto t~e United stores cf A~ertc~,*
for its use, in 8c~rCance vlth ~e~ti~e O~er 990~,
on ~cev~r 5, 194~, (12 F. ~. 9223) 811 ~ronivn, thorium
cf the Ironic l~erfl lct of 1~4~ (~0 stir, ~tl) to be ~c~lt~rll
es~e~ttll to the pr~vctto~ of fissionable ~terill,
In vhotever concentration, i~ deposits in the 10nd~ e~ve
volume 1~]5 cf Official ~ecom~ at ~qe 435 (File Nc.
San ~a~ec County ~eco~s. ~atd ea~e~en~ ts a~ur~enant to ~arcel
22 e~cve.
~A~CEL ~V:
All rtgh~s o~ ~e~tee~ ~n ~nd to the unOer3)~g ~ee
015-010-010 JPN 15 O! OlO O! A
015-020-150 15 02 0~0 15 A
DATE: A]~ril 9, 1984
DATE: None
'-' EXHIBIT ~ --
"GSA SITE" DESCRIPTION
COMMENCING at a point on the Northerly line of Oyster Pt. Blvd. {formerly
Butler Road) distant thereon North 87° 04' 30" East 492.990 feet from the
point of intersection of said Northerly line of Oyster Pt. Blvd. with the
Southeasterly line of the Southern Pacific Company right of way, said point
of commencement also being at the point of intersection of said line of
Oyster Pt. Blvd. with the Southeasterly boundary line of that certain
12.426-acre parcel of land described in Deed from Schav-Batcher Company
Pipe Works to Western Pipe and Steel Company of California, dated June 15,
1925, recorded August 24, 1925, in Volume 180 of Official Records, Page 228,
San Mated County Records; running thence along the Southeasterly boundary
line of said parcel of land described in Deed above referred to North 37°
32' 40" East 640.750 feet to an angle point therein; thence continuing along
the Southeasterly boundary line of the parcel of land described in said Deed
above referred to and along the Northeasterly production of said Southeasterly
boundary line North 58o 52' 26" East 1352.695 feet to its intersection with
the Westerly boundary line of that certain 22.105 acre parcel of land described
in the Deed from South San Francisco Land & Improvement Co. to Thomas Butler,
dated April 4, 1898, recorded April 15, 1898 in Volume 78 of Deeds, Page 225,
San Mated County Records; running thence along said Westerly boundary line of
said 22.105 acre parcel of land South 5° 59' East 145.940 feet to an angle
point therein; thence continuing along said Westerly boundary line the follow-
ing courses and distances: South 13° 16' East 160.100 feet, South 55° 05'
West 110.300 feet, South 0° 45' West 156 feet, South 15° 20' East 179.600 feet
and South 51° 53' West 289.311 feet to the true point of beginning of the
parcel of land to be described; running thence South 2° 55' 30" East 241.314
feet to the Northerly line of Oyster Pt. Blvd.; thence South 87° 04' 30"
West along said Northerly line of Oyster Pt. Blvd. 979.212 feet to an angle
point in said Northerly line of Oyster Pt. Blvd.; thence continuing along
said Northerly line of Oyster Pt. Blvd. South 83° 00' 20" West 173.348 feet;
thence North 38° 03' 15" East 419.141 feet; thence South 6I° 55' 15" East 110.520
feet to a point perpendicularly distant 247.200 feet Northerly from said
Northerly line of Oyster Pt. Blvd.; thence North 87° 04' 30" East parallel
with said Northerly line of Oyster Pt. Blvd. 782.526 feet; thence South 2°
55' 30" East 5.886 feet to the true point of beginning.
CONTAINING 5.985 acres more or less.
EXHIBIT
EXHIBIT 2B ~
EXHIBIT 3A
OFF-S]TE PUBLIC ]MPROVEHEHTS
The subdivider shall prepare plans and specifications for approval by the Ctty,
enter into a Subdivision Improvement Agreement with the City, submit performance
and payment bonds and Insurance poltctes in accordance with the requirements of
the City, to accomplish the following work:
I. Oyster Pont Boulevard
Construction and installation of all street improvements required to
widen Oyster Point Boulevard to six (6) through traffic lanes between
the Oyster Point Overpass and Alexander Avenue and four (4) through
traffic lanes between Alexander Avenue and the east project boundary
line. The widening shall include removal of existing median tslands,
roadway excavation and pavement removal, construction of new pavement
section to provide for three (3) 12' wide and one*(1) 14' wide traffic
lanes, an 8' wide bicycle path, curb, gutter, 5' wide sidewalk, raised
pavement markers, double left turn lanes into Alexander Avenue, accel-
eration lanes, bus turn-outs and shelters, 16' wide landscaped and
irrigated median islands, storm drains, sanitary sewers, water system
with fire hydrants, City standard 100 wt. HPS street lights and under-
grounding of all existing and proposed utilities and appurtenances.
These improvements shall include construction of a transition from the
existing 2-lane roadway east of the project to the new 4-lane roadway.
II. Traffic Signals
Interconnected traffic signals, with State Type 90 or 170 controller,
shall be installed at the intersection of Alexander Avenue with Oyster
Point Blvd. The existing traffic signal at Gateway Boulevard and Oyster
Point Boulevard shall be modified as required to accommodate Shearwater
Drive and shall be interconnected with Alexander Avenue and the proposed
Oyster Point Overpass signals.
III. Airport Boulevard (Bayshore Highway)
Bayshore Highway, between the proposed "Hook Ramps" opposite "Terrabay"
Development and Oyster Point Boulevard shall be widened two (2) additional
lanes to six (6) lanes. The hook ramp and the Oyster Point Boulevard inter-
sections shall be widened and modified as described in the project E'I.R.
and supplemental traf~fic studies by Planning Research Corporation and as
reouired by the City. The only. obl. igation of J)evejoper shall be So provide
any right-of-way dedications required to install these improvements that can
be directly provided from the Developer's land. Developer agrees to cooper-
ate in seeking to obtain any and all necessary right-of-way dedications
complete the above-described improvements.
EXHIBIT
3^
IV. Storm Drainage Improvements
Construction and installation of a storm drainage system to accommodate
run-off from the entire Oyster Point Boulevard Drainage Basin (which
includes areas west of Bayshore Freeway) to replace the existing storm
drain to be abandoned within the Shearwter project. The storm drain
shall be constructed of a size and material acceptable to the City and
shall discharge into the bay at a headwall structure conforming to the
requirements of the Corps of Engineers.
V. Sanitary Sewer Improvements
The existing sanitary sewer system between Oyster Point Boulevard and
Pump Station No. 4 does not have sufficient capacity to accommodate the
subject project at full build-out. The developer shall construct and
install improvements to the Oyster Point/Gateway Pump Station No. 4 on
Harbor Way, and the sanitary sewer between these stations in accordance
with a sanitary sewer study and improvement plans prepared by the
applicant's Civil Engineer, as approved by the City, to accommodate the
estimated sewage discharge from the project at full build-out.
VI. "As-Built" Plans
Prior to final acceptance of the public improvements, the developer shall
submit to the City a set of "As Built" plans of all public improvements
and utilities constructed within the public right-of-ways and easements.
The "As Built" plans shall consist of the original tracings or permanent
"mylar" transparencies of a quality acceptable to the City and two
blue-line prints.
EXHIBIT 3A
EXHIBIT 3B
ON-SITE PUBLIC IMPROVEMENTS
The subdivider shall prepare plans and specifications for approval by the City,
enter into a Subdivision Improvement Agreement with the City, submit performance
and payment bonds and insurance policies in accordance with the requirements of
the City, to accomplish the following work:
I. Oyster Point Boulevard
Construction and installation of all street improvements required to
widen Oyster Point Boulevard to six (6) through traffic lanes between
the Oyster Point Overpass and Alexander Avenue and four (4) through
traffic lanes between Alexander Avenue and the east project boundary
line. The widening shall include removal of existing median islands,
roadway excavation and pavement removal, construction of new pavement
section to provide for three (3) 12' wide and one (1) 14' wide traffic
lanes, an 8' wide bicycle path, curb, gutter, 5' wide sidewalk, raised
pavement markers, double left turn lanes into Alexander Avenue, accel-
eration lanes, bus turn-outs and shelters, 16' wide landscaped and
irrigated median islands, storm drains, sanitary sewers, water system
with fire hydrants, City standard 100 wt. HPS street lights and under-
grounding of all existing and proposed utilities and appurtenances.
These improvements shall include construction of a transition from the
existing 2-lane roadway east of the project to the new 4-lane roadway.
II. Shearwater Drive and Alexander Drive
Construction and installation of full street improvements, within a 92'
right-of-way, including four (4) 14' travel lanes, dedicated left and
right turn lanes at intersections and driveways, curbs, gutters, 5' wide
sidwewalks, 16' wide landscaped and irrigated median islands, raised pave-
ment markers, bus turn-outs and shelters, storm drains, sanitary sewers,
water system with fire hydrants, City standard 100 wt. HPS street lights
and the undergrounding of all utilities and appurtenances. At locations
where a median island will not be installed (north of Charles Boulevard)
the road right-of-way width shall be a minimum of 52' (two 16' vehicle
lanes, and two 5' sidewalks).
III. Charles Boulevard
Construction and installation of full street improvements, within a 72'
right-of-way, including four (4) 13' travel lanes, curbs, gutters, 5'
wide sidewalks, raised pavement markers, bus turn-outs and shelters, storm
drains, sanitary sewers, water systems with fire hydrants, City standard
100 wt. HPS street lights and the undergrounding of all utilities and
appurtenances.
EXHIBIT
IV. Traffic Signals
Interconnected traffic signals, with State Type 90 or 170 controller,
shall be installed at the intersection of Alexander Avenue with Oyster
Point Blvd. The existing traffic signal at Gateway Boulevard and Oyster
Point Boulevard shall be modified as required to accommodate Shearwater
Drive and shall be interconnected with Alexander Avenue and the proposed
Oyster Point Overpass signals.
V. Storm Drainage Improvements
Construction and installation of a storm drainage system to accommodate
run-off from the entire Oyster Point Boulevard Drainage Basin (which
includes areas west of Bayshore Freeway) to replace the existing storm
drain to be abandoned within the Shearwater project. The storm drain
shall be constructed of a size and material acceptable to the City and
shall discharge into the bay at a headwall structure conforming to the
requirements of the Corps of Engineers.
Construction and installation of a storm drainage system to accommodate
run-off from the proposed public street areas. The storm drains shall
be constructed of a size and material acceptable to the City and shall
discharge into the bay at a headwall structure conforming to the require-
ments of the Corps of Engineers.
VI. Sanitary Sewer Improvements
Construction and installation of sanitary sewer facilities consisting
of gravity sewers located within the public street right-of-way connec-
ting each lot with the Oyster Point/Gateway Pump Station. The sanitary
sewers shall be constructed of a size and material and slope acceptable
to the City.
VII. Water Lines and Fire Hydrants
A. All water mains and services shall be installed to the standards of
the California Water Service Company and to the requirements of the
City.
B. Fire hydrants shall be of a type and at a location as required by
the City.
C. The design and installation of the new water facilities shall be
approved by the California Water Service Company and installed at
the cost to the City.
EXHIBIT 3B
VIII. Underground Utilities
A. All existing and proposed electrical and communication lines and
facilities shall be placed underground within the project boundaries.
IX. "As-Built" Plans
Prior to final acceptance of the public improvements, the developer shall
submit to the City a set of "As Built" plans of all public improvements
and utilities constructed within the public right-of-ways and easements.
The "As Built" plans shall consist of the original tracings or permanent
"mylar" transparencies of a quality acceptable to the City and two (2)
blue-line prints.
-3-
EXHIBIT 3B
~fSTER POItlT CONTRIBUTION FOR~tUL,,
1. General Provisions: ~'
Contributions shall be based upon weekday Average Daily lrip (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 baseo upon gross square footage
of a building, the gross square footage includes the
total floor area within the building shell, which shall
be computed by measuring to the inside finished surface
of permanent ou~er building walls~ )he 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 areas, corridors and
general support areas and the like~ Gross square footage
shall not include first floor open lobby area in exess of
four hundred (400) square feet~ atrium openings which
extend to floors above the atriuim floor, or Penthouses
used exclusively to house mechanical equipmentJ Credit
may be given for ADT generated by uses previously existing
on the parcel(s) proposed for development if those previous
uses were lawful and active within two (2) years prior to
the date the project proposal was accepted by the City as
a complete application~
2. Contribution Formula:
Engineering News Record ConStruction Cost Index
For San Francisco at date of Cash Payment ~mount of
ADT x $154' x 5139.61'* = Contribution
3. Methods of Payment:
{a) In most casesj payment or guarantees of payment'shall be made prior
to issuance of building permits.
{b) In some cases {ije~ projects underway prior to adoption of the
formula contained herein) guaranteed delayed payment plans maybe
approved by agreement with adequate surety~ Delayed payment agreement
will be subjec~ to adjustment in accordance with Enginering lle'~s Record
Index changes~ In no case shall the per-trip contribution amount be less
than the $154 figure set forth above. Should the Engineering ~ews 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
EXHIBIT A TO
OYSTER POINT CONTRIBUTION FORMULA
....... ~ ADT
lrip Rate Per lOOO*
Land Use General Description Gross Square Feet
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 laboFatories, assemblers of data
processing equipment, and power stations
which usually employ less than 500 emp--
loy'ees with an emphasis on uses other than
manufacturing.
Hanufacturing Primary activity is the conversion of 3.99
materials or parts into finished products.
l)
Warehousing Facilities which are all or largely devoted 4.50
to storage of materials.
Hotel Place of lodging which generally Contains 10.50 (Per Ro~
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.
Hotel Place of lodging which ordinarily contains 10.14 (Per Roo,
'less than one hundred (100) rooms or suites
which could include a restaurant on the same
premises.
General Office Office building housing one or more tenants 12.30
Building and is the location where the affairs of a
-business, commercial or industrial organization,
professional person or firm are conducted and
related support services.
Research Center Facilities or groups of facilities devoted 5.30
nearly exclusively to research and develop-
ment activities.
Recreational Club Privately owned, facilities including tennis 11.70
courts, swimming 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.
Page 1 of 3
EXHIBIT 4 , page 2
EXHIBIT A lO
OYSTER POINT CONTRIBUTIO~I FORHULA
-- ~ ADT
Trip Rate Per leo0*
Land Use General Description Gross Square Feet
High Turn-over Eating establishments which generally have 164.40
Restaurant a customer turn-over rate of less than one
hour, including, but not limited to, coffee
shops, cafeterias and delicatessens.
Shopping Center An integrated group of comercial est-
ablishments which is planned, developed
owned, and managed as a Unit:
Under 50,ODO Gross Square Feet 115.8
50,000 Gross Square Feet and Greater 79.1
General Commercial 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.
l)
Marina Public or private marina with same 3.2/berth
__ having social activities scheduled
throughout the week.
3)
Single Family Dwellings lO.O/unit
3)
Townhouses- 9.0/unit
Condominiums and 5.0/unit
Apartments
Except for general office buildings and banks and savings and loan use, all land use
listed above shall be calculated at the applicable primary land use rate notwith-
standing the fact that the use may include up to 25~ of office use ancillary to the
primary use. Office use exceeding 25% for a given structure shall be computed at
the general use rate as set forth above. Any other uses in the same structure shall
be computed as a separate use of that structure.
The following typical example would apply to a 50,000 square foot industrial
building which contains 30% Office, 2% Delicatessen, 8% General Industrial and
60% Warehousing:
Average Trip Rate ADT
Square 1000 Sq. Ft. of Trip
Use Feet Gross Floor Area Generation
-" Office 2,500 {15,000-12,500) 12.30 · 30.75
Delicatessen 1,O00 164.40 164.40 ..
General I,~dustrial 4,000 5.46 21.84
Warehousing· 42,500 (30,000+12,500) 4.50 191.25
~08.24
In this case, the total trip generation would be 4~9 trips per day.
· See next page EXHIBIT 4, page 3
*For specific definit,ons of land use categories and oata supporting trip generation
rates see "Trip Generation Second Edition - 1979" prepared by the Institute of
lransportation 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 94020.
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 3 of 3
EXHIBIT 4, page 4
DECLARATION OF RESTRICTIVE COVENANTS
TO RUN WITH CF. RTA~IN LAN~
This declaration made by TRE REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO, a public body, corporate
and politic, hereinafter called "the Agency' and by NEVILLE
R. PRICE and ROSEMARY C. I. PRICE, hereinafter called 'the
Covenantors."
WITNESSETH~
WHEREAS, the Covenantors are the owners of certain
lands within the U. S. Steel REdevelopment Project Area
hereinafter referred to as the 'Project Area,' which is
situated within the City of South San Francisco, County of
San Mateo, State of California, and is more particularly
described on Exhibit "A," attached hereto and incorporated
herein by reference as though set forth herein.
WHEREAS, the Council of the City of South San
Francisco did on July 17,1985, by Ordinance No. 990-85
approve the U. S. Steel Redevelopment Plan for the Project
Area (hereinafter referred to as the plan); and
__ WHEREAS, a copy of the Plan was recorded on
· 1985, in the Office of the County Recorder
of the County of San Mateo in-Volume of the Official
Records of said County at pages to . , inclusive.
WHEREAS, the Agency and the Covenantors entered
into an Owner Participation and Development Agreement
(hereinafter referred to as the Agreement) on ,
1985,-whereby the parties agreed to certain conditions under
which Covenantor's lands will-be developed all in accordance
with the Plan and the Owner Participation and Development
Agreement;.and
WHEREAS, .Covenantors desire to impose-the
covenants-hereinafter set forth upon the lands within the
Project Area hereinabove described which now are or
hereafter~may be owned by Covenantors (hereinafter referred
to as "Cowenantors' Land") and to provide that such~_
covenants shall run with such lands.
NOW, THEREFORE, Covenantors do hereby make the
following declarations of the limitations, restrictions and _ . -
uses.to which the Covenantors' land may be put, hereby
specifying that such declarations shall constitute covenants -
to run with all of said lands as provided by law, and shall
be binding on all parties or persons claiming under them and
for the benefit of and as limitations upon, all future
owners of said lands. This declaration of restrictions is
designed for the purpose of effectuating the U. S. Steel
EXHIBIT
Site Redevelopment Plan for the Project Area and the Owner
Participation and Development Agreement and to keep said
lands desirable, uniform and suitable to design and of use
as specified in the Plan and Agreement. The Plan and the
Agreement, and as the same may be amended from time to time,
are hereby by this reference incorporated herein as though
the same were set forth in full at this point and nothing
stated in this Declaration shall be deemed to limit the
generality of the foregoing.
Section 1. Use.
No part of the Covenantors' Land and no
building, structure thereon shall be used in any manner or
for any purpose except in accordance with the Plan and the
Agreement and as the same may hereafter be amended.
Section 2. Variations.
Minor variations from the restrictions and
covenants herein declared may be permitted in the
development of any part of Covenantors' Land provided the
variations are in accordance with the spirit and intent of
the said restrictions and covenants and said variations are
approved in writing by the Agency.
Section 3. Restrictions Against Discrimination.
There shall be no discrimination against,
or segregation of, any person or group of persons on account
of race, color, creed, national origin, or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Covenantors' Land, nor shall the
Covenantors themselves or any person claiming under or
through them, 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
Covenantors' Land._
Section 4. Incorporation in-needs-.
All of the covenantsand other restrictions
in this Declaration-shall be contained or expressly _
incorporated by reference in every title document affectingz_-_
any part of Covenantors' Land whether such title document
shall-be executed by the Covenantors or any subsequent owner
of any interest in said land. ~owever, the failur~ to
include or incorporate by reference said covenants and
restrictions in any title document shall not prevent the
same from running with the land.
EXHIBIT 5
Section 5. Enforcement and Effect.
(a) The Agency or the Covenantors, or any
one or more of the owners of any interest in any land within
the Project Area shall have the right to bring action in any
court of competent jurisdiction to prevent, or abate, any
breach of, or require adherence to, any of the covenants or
other restrictions in this Declaration.
(b) Inasmuch as the enforcement of the
restrictions provided for in this Declaration is deemed
essential for the effectuation of the Plan and the Agreement
and for the protection of the parties hereto and of all
present and future owners of land within the Project Area,
it is hereby declared that any breach of the provisions of
this Declaration cannot be adequately compensated for by
recovery of damages, but that the Agency or any owner of an
interest in any land within the Project Area may require,
and shall_be entitled to, in addition to all other.remedies,
the remedy of prohibitive or mandatory injunction to
restrain any such breach.
(c) The provisions of this Declaration
shall run with and bind the Covenantors' Land and each part
thereof, and shall inure to the benefit of, and be
enforceable by the Agency-or the owner of any land or
interest therein included in the Project Area, their
respective heirs, legal_representatives, successors~and
assigns,.and failure by_the Agency or any such'-land owner,
to enforce any covenant or other restriction in this
Declaration shall-in no event be deemed a waiver_of the
right to-do so thereafter-as to the same breach or as to one
accruing prior or subsequent thereto.
(d) Every violation or breach of the
covenants-and restrictions~herein contained_is hereby
declared-to be and to constitute---a~nuisance,-and every-
remedy allowed by law or-equity against a_nuisance} either
public-or-private,-shall be applicable=thereto,-and such
remediesr~hal{ be deemed~-cumulative and not exclusive.
(e) In the event-that the Agency shall be'
abolishedzor_its designation changed by, or.pursuant to law,
its powers,-rights and functions, under this Declaration may
be transferred by, or pursuant to, law to any other-
-' governmental officer or Agency, provided, that in-the event
of such-abolition~of the Agency---without.specific~ provision
of law for such~-transfer-of powers-,=duties¥_rights-and
functions~=then=~he'~ity of Sooth San Francisco shall
__ succeed to the same.
(f) The covenants and restrictions herein
contained shall continue with full force and effect against
each part of the Covenantors' Land and owners thereof until
EXHIBIT 5
July 1, 2031, and they shall continue in full force and
effect thereafter unless and until changed or released by
-- owners of not less than fifty-one percent (51%) of the
ground area lands within the Project Area.
(g) The invalidation of any one of the
covenants or restrictions herein contained by judgment or
order of court shall not in any manner affect any of the
other covenants, restrictions or provisions hereof which
other covenants, restrictions or provisions shall remain in
full force and effect.
Section 6. Amendment. This Declaration of Restrictive
Covenants shall be deemed to be amended upon the effective
date of, and in accordance with any amendment or modifica-
tion of the plan or Agreement.
Dated at South San Francisco, California, this
day of , 1985.
THE REDEVELOPMENT AGENCY OF T~E
CITY OF SOUTH SAN FRANCISCO
ATTEST:
Secretary Executive Director
NEVILLE ~. PRICE, Covenantor ·
ROSEMARY CJ-I. PRICE, Covenantor--~
EXHIBIT 5
u~u~h~;,,' i~O. 990-85
SOUTH gall F~CISCO U.S. STEEL PLA)IT SITE REDEVELOPI4E)tT PROJECT
LEGAL DESCRIPIIO}I ·
The land here~n referred to i~ situated in the '
State of Californla~ County of San'~ateo~ City '
of South San Francisco and is desc6ibed as follows:
BEGI)I)II)~G at a point on ~e ~o~therly line of'the Buri ~urt Rancho~'~here s~e.
js (nt~rsecte~ by the dividing line between Sections 22 an~ 23~ of To, ship
South, Range 5 ~)es%~ Mount Diablo Base and Eeridian~ which point
South 199.8 feet from ~e corner co~on to section 14-15-22 and 23 of said
To~nsh(p and Range; thence along the llne div(ding ~e lide Lands and the Burt
Bur( Rancho~ Sou~h 81~ 4S'. East 339.24 fe~; thence ))orth 64~'A~t Eas~ 2~.40
fee~--~hence )lor~h 33~ AS' East 2l).20-feet; thence North 1B~-1~' Eas~ 15B.AO
fee~i ~hence )~orth 22~ 15' ~est 11B.80 feet~ ~hence North-12~ 30'-'E~s~ 1B~.80
fe~E;-th~n'ce ))or~h 15~ ~Js~ 194.70 feetl ~hence ~orth 43~ 4~' East 1~.90 feetl
~hence ))orth 63~ 15'- Eas~ 132.00 fee~; thence leaving. ~he line of the Bur(. Bur(
P. ancho and running Rorth ~BS.16 feet to-a poin~ on-the Sou~erly_line of li~e
Lan~s Lot 23 of Section 14F To, ship 3 South?- Range ~ ~es~ ~.~.~. ~
lrue Point of Beginnin9 of ~(s ~escriptioni-~ence__fro~ sai~-true poin~-of
beginning Eas~, ' 2,412.30 fee~ along, thQ Sou~he~ly--l~ne of~ ~i~e Lan~s_
23-22-21' an~ 20, ~o ~he Southeast corner of s~id Lot 20; thence-llorth
1,B66.l~-feetF~across sa(~ Lots 20. and 21~ ~o ~he IIorthwestcorne~f=sa~ Lot
21; ~hence--~est, 1~980 _feet~-~along- the South San Francisco City-Limi~ line,
being also ~he I)or~herly Boundary tine of li~e Lan~ Lo~s 22-23 an~ 2~, to
EXHIBIT 5
1~320 feet, along the ~es~erly l~ne of satd Lot 2~ to the corne~ comon to
Land Lots 24 an~ 25 of Section 14 and T~d~ L~nd Lots 17 ~nd 32 of Section 15;
T~ns~p 3 South: ~ange ~ ~est, ~.D.B. ~ l~.; thence ~est 1,2~0.30 feet, along
t~e Iiort~rly l~ne of'T~de Land lots ~2 and 31~ to ~e Ilorth~st corner of
lot 31 of s~d section 1S;. t~ence Horth' 2~ 30'. [~st 2~9.~ feet to a point on
the Easterly right of ~ay l~ne of .t~e Southern Pacific Transportation Co~ny; '-
tSence Sout~ 37~ 32' 40" ~est '2~937.95 feet~ a~ong s~d r{g~t of ~y l~ne;
thence continuing along t~e Sou~eas~erly l~ne of sa~d r~g~t of vay:
following courses and d~s~ances: South S2~ 27' 20" [~st 2S feet and Sou~ 37
32' ~0" V~est 104.~4 feet ~o t~e ~ntersect~on of sa~ r~ght of vay,l~ne'~ ~e.
llor~h~rly_l~ne of Oyste~ Po~n~ ~oulewrd (Formerly Butler Road); thence Easterly'
along, the llor~herly-l~ne-of sa~d-O~ster Point Boulevard~. Nor.th-B7~ 04" East
(93.09 feet; ))orth B3~ 09' 15" East 366.89 .feet; ~or~ 877 04' 'EASE ~1B.36 feet~
t~ point on the Eorth~rly prolongation of the Easterl~ line of Parcel 1 as
sho',n on the Parcel l~ap recorBed in Book 12 of Parcel. l(aps at Page 29, San Pateo
C~unty Reco~ds;-th~nce along last said ~rol'ongation_Sou~.3~ 48' 30" East
feet to th~ intersection or,aid prolongation with ~e Souther3y line of_Oyster-
Point Boulevard~. thence Easterly along said Southerly line of Oyster Point )iorth-
87* 04' East~345.00 feet;--South 3~_ 48' 30~ East 6.00 feet;'Nor~h 87~ 04' Eas~
280 feet; South'3~' 48' 30" East~.OO-feet, t)orth 87' 04' East ~57.17 feet ~
in~ersec;tion .of ~he Southerly -1inA' of~yster-Point: Boulevard ~th~he Sou~erly
prolongation .of the ~esterly-line-of Parcel-4" as shorn on. the Parcel_gap-
EXHIBIT 5
r. ecorded in Book 23 of Parcel I~aps at Page 27, San Nateo County Records; thence
leaving the Southerly line of Oyster Point Boulevard, l~orth 65.00 feet inter-
secting the )!orther~'y llne' of Oyster Point Boulevard~' thence leaving
l~ortherly l~e of O~ster Point a~ong the ~ester~y and Northerl~ lines of
Parcel 4: llorth 1:146.10 feet and Hor~ 72° 27' 53' East 1:070.26 feet to.~e
)lorthe~sterly corner of Parcel ~ ~ ~h~ ~es~erly l(ne of ~arcel I a~ sho~ on
the Parce~ I.lap recor~e~ (n Book ~2 of Parcel Hap~ at Pa~e 58 an~
County R~cords;' thence along said ~esterly line )lor~ 315.75 feet
)lorth~esterly corner of said Parcel 1~ thence along the ~ortherl'y. line of Par~l
1, being also the Sou~herly Bulkhead line (U.S.C.E. 12-5-36) ~or~ 7~
East 657.77 feet; thence leaving said Bulkhead line llort~ 51.65 feet t° the True
Point of Beginning. " ' _ . : .
Containing 174.49 Acres more or less. . .
EXHIBIT 5
ACCEPTABLE ...ANCIAL INSTITUTIONS FO
Bank of America
Citibank
Chase Manhattan Bank
M. anufaeturers Hanover Trust
Morgan Guaranty Trust
Chemical Ba,k
~ankers Tpust
F~rst National ~a~k of Chicago
Security Pau~f~c National ~ank
~ells Fargo ~ank
Crocke~ National ~ank
F~rst Interstate ~ank of California
Mellon Bank
Seattle F~st National ~ank
~epubl~c National Bank, Dallas
~ar~s T~u~t Company
- Texas Commerce Bank
N~the~n Trust .
. Rainier NatEonal Bank
- Pittsburgh National Bank
Ame~t~ust '
F~st National Bank
U.S. NatEonal Bank of Portland
Northwest Baneorp '
F~rst International Bancorp
First Bank System .
F~rst City Baneorp
National Detroit
Bank of New York '
European American B~nk
North Carolina National Bank
Un,on Bank
Philadelphia ~a[ional Bank
Southeasg Banking Corp .
Valley National Bank of A~izona
Detroit Bank Co~p
Waehovi~ Corp .
National City Corp .
__ Mercantile Texas Corp EXHIBIT
Note
The institutions 'listed are taken from the fift~
' Bznque ~atz( :1 de ?aris .
Credit Agri~ole Mutual ..
! , Credit Lyonna!s
.......· $ociete Oenerale
Deutsche Bank
Dresdner Bank'
Westdeut$che Landesbank
Commerzbank
Bayerische Landesbank
Bayerische Vereinsbank
Bayerische Itypotheken und Wechsel Bank
Great Britain:
National Westminister Bank
· Barclays Bank
M~ dland Bank
Lloydm Bank
Japan:
Dai-Ichi Kangyo Bank
Norincbukin 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
A!egmene Bank Nederland ~"
;.msterdmm-Robterdam Bank '
EXHIBIT 6
" Ca. nada=
,,
' - Royal Bank or Canada .
) , "Canadian Imperial Bank ..
-- , Bank of Hontreal
Bank of ]{ova Scotia
Toronto 'Dominion Bank
tzerland=
Sw~.ss Bank Cor~
Union Bank of' S~itzerland
Credit Suisse
Soeiete Gen~rale de Banque
Hone Kong:
FonEkonE and Shanghai Banking Corp.
Note .
The financial institutions on this list are taken from the fifty
largest non-U.S, banks by assets, except for the Bank of Nova
Scotia and Toronto Dominion Bank. Only those foreign bankiaq
institutions list6~ above having California offices are. acceptable
ins titutions.
EXHIBIT 6 ' ' '.,'.: --
CONSTRUCTION PHASING
Phase 1 Motel
1986 Office/Retail/Restaurant (1)
Marina (part)
Phase 2 Residential (part)
1987 Conference Center
Theater
Phase 3 Residential (part)
1988 Office/Retail/Restaurant (2)
Marina (part)
Phase 4 Residential (completed)
1989 Office/Retall/Restaurant (3)
"' Marina (completed)
Phase 5 Offices (GSA Site)
1990
EXHIBIT
APT BEFORE ADJUSTMENTS FOR TSM AND INTERNAL TRAVEL
(Ref: Table 4-17)
LAND USE S.F./UNITS TRIP RATE APT
OFFICE 1,310,875 lq.O 18,351
HOTEL 750 10.5 7,875
RETAIL 122,000 50.0 6,100
RESTAURANT 74,600 70.0 5,222
THEATRE 270
CONFERENCE 1,500
MARINA 2,400
RESIDENTIAL 1,671
APT TOTAL: 43,389
APT TOTAL IN EIR: (38,225)
NOTE: REFER TO EXPLANATION IN EIR OF NATURE OF THESE ADTs
"...TABLE 4-17 indicates the gross amount of travel
that the Shearwater Site would generate, includ-
ing trips that occur entirely on-site between,
for example, Shearwater offices and restaurants..."
(p.4-74).
"...Counts (Trip Rates) were taken at isolated land
uses and do not reflect the reduction in traffic
that can occur if multiple uses are combined on
one site." (p.4-74)
EXHIBIT