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HomeMy WebLinkAbout2012-12-12 e-packetAGENDA i q CITY COUNCIL CITY OF SOUTH SAN FRANCISCO c911FDRN�P REGULAR MEETING MUNICIPAL SERVICES BUILDING COUNCIL CHAMBERS 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA WEDNESDAY, DECEMBER 12, 2012 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the City Council on any Agenda or non - Agendized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. KARYL MATSUMOTO Mayor Pro Tern RICHARD A. GARBARINO Councilman VACANT City Treasurer BARRY M.NAGEL City Manager PEDRO GONZALEZ Mayor MARK N. ADDIEGO Councilman VACANT Councilman KRISTA MARTINELLI City Clerk STEVEN T. MATTAS City Attorney PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Office located at City Hall If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL • Announcements. • Committee Reports. • Update on status of applications for appointment to vacant City Council seat and determination of procedure for filling such seat, including the setting of meetings to consider appointment and/or the setting of a special election. • City Selection Committee Appointments. CONSENT CALENDAR Motion to approve the Minutes of the meetings of November 14, 2012, November 26, 2012 and November 27, 2012. 2. Motion confirming payment registers for December 12, 2012. Motion to cancel the Regular Meeting of December 26, 2012. 4. Motion to waive reading and adopt an Ordinance adding Chapter 8.64 to the South San Francisco Municipal Code regarding reusable bags. 5. Motion to waive reading and adopt an Ordinance approving a Development Agreement with Bayside Area Development, LLC for two 2 -Story Office/R &D Buildings located at 328 Roebling Road. 6. Motion to waive reading and adopt an Ordinance approving a Development Agreement with HCP Forbes, LLC for two Office/R &D Buildings (one four and one five stories) located at 494 Forbes Boulevard. Motion to accept the East of 101 Sewer Improvements Pump Station No. 8 Rehabilitation Project (Project No. ss1010) as complete in accordance with the plans and specifications. 8. Motion to appoint Jim McGuire and Mark Jenkins to respective hotelier representative seats on the Conference Center Authority Board effective January 1, 2013 with term expiration dates of March 27, 2016, and Bruce Tognetti and Laura Fanella to respective business /resident representative seats on the Conference Center Authority Board effective January 1, 2013 with term expiration dates of March 27, 2016. REGULAR CITY COUNCIL MEETING DECEMBER 12, 2012 AGENDA PAGE2 9. Loan agreements between the City of South San Francisco and the Successor Agency to the Redevelopment Agency of South San Francisco for payment of several enforceable obligations. a. Resolution of the Successor Agency to the Redevelopment Agency of the City of South San Francisco approving a Loan Agreement in the amount of $227,083 with the City of South San Francisco to allow the Successor Agency to make payments related to a settlement agreement for a claim that had been on prior recognized obligation payment schedules. b. Resolution of the Successor Agency to the Redevelopment Agency of the City of South San Francisco approving a Loan Agreement in the amount of $252,465 with the City of South San Francisco to allow the Successor Agency to make a recognized obligation payment for housing bond debt service incurred by the former Redevelopment Agency. c. Resolution of the Successor Agency to the Redevelopment Agency of the City of South San Francisco approving a Loan Agreement in the amount of $17,906.76 with the City of South San Francisco to allow the Successor Agency to make payments for several housing recognized obligation payment expenses incurred but not invoiced until after June 30, 2012. d. Resolution of the Successor Agency to the Redevelopment Agency of the City of South San Francisco approving a Loan Agreement in the amount of $74,160.71 with the City of South San Francisco to allow the Successor Agency to make payments for several non - housing recognized obligation payment expenses incurred but not invoiced until after June 30, 2012. e. Resolution of the Successor Agency to the Redevelopment Agency of the City of South San Francisco approving a Loan Agreement in the amount of $27,937.50 with the City of South San Francisco to allow the Successor Agency to make a recognized obligation payment for debt service bonds issued by the former Redevelopment Agency. 10. Resolution Approving the Annual Impact Fee and Sewer Capacity Charge report. 11. Resolution authorizing the purchase of tools and equipment for the new Sutphen Aerial Platform Quint in an amount not to exceed $206,486.21; amending the City's 2012 -13 Equipment Replacement Fund; and authorizing the City Manager to enter into purchase agreements for the tools and equipment. 12. Resolution authorizing the acceptance of $5,000 in grant funding to support Project Read's VITA program and amending the Library Department's 2012/2013 operating budget. 13. Acknowledgment of Proclamations Issued: Proclamation honoring retirement of John Wong. REGULAR CITY COUNCIL MEETING DECEMBER 12, 2012 AGENDA PAGE3 PUBLIC HEARING 14. An Interim Ordinance of the City of South San Francisco making findings and establishing (1) a city -wide moratorium on the issuance of use permits, building permits, or any other applicable entitlement for large format retail or superstore uses and (2) a moratorium on the issuance of use permits, building permits, or any other applicable entitlement for grocery uses in the east of 101 area. 15. Centennial Towers Myers Peninsula Venture LLC -Owner /Applicant One Tower Place P06 -0073: SPA12 -0001, PPM12 -0001 & TDM12 -0005 An amendment to the Final Terrabay Specific Plan Phase III, Precise Plan and TDM Program to modify Conditions of Approval A.21 and A.22 to release the project sponsor (Project Sponsor) from the day care center obligation, require payment of a child care impact fee and allow a fitness center or other permitted retail use in its place above the South Tower retail concourse at One Tower Place in the Terrabay Specific Plan Zone District in accordance with South San Francisco Municipal Code Chapters 20.240, 20.3105 20.400, & 20.530. ADMINISTRATIVE BUSINESS 16. 2011 -2012 Year End Financial Results and Resolution approving various budget closing actions. 17. Resolution authorizing the City Manager to execute Agreement for Services with Inn Vision/Shelter Network to implement the Homeless Outreach Team (HOT) for South San Francisco; and amending the operating budget for fiscal year 2012 -13 to allow expenditure of $125,000 from the former rental rehabilitation program. COMMUNITY FORUM ADJOURNMENT REGULAR CITY COUNCIL MEETING DECEMBER 12, 2012 AGENDA PAGE4 Staff Report DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Krista Martinelli, City Clerk SUBJECT: UPDATE ON STATUS OF APPLICATIONS FOR APPOINTMENT TO VACANT CITY COUNCIL SEAT AND DETERMINATION OF PROCEDURE FOR FILLING SUCH SEAT, INCLUDING THE SETTING OF MEETINGS TO CONSIDER APPOINTMENT AND /OR THE SETTING OF A SPECIAL ELECTION. RECOMMENDATION: It is recommended that the City Council receive the update on the status of applications for appointment to the vacant City Council seat and determine the procedure for filling such seat including the setting of a meeting or meetings to consider appointment and /or the setting of a special election, BACKGROUND/DISCUSSION: Former City Councilmember Hon. Kevin Mullin resigned his seat on the South San Francisco City Council effective December 3, 2012, when he was sworn in as the representative to the California State Assembly for the 22 "d District. In preparation for his resignation, the City Council discussed its options for filling this vacancy and provided direction to staff at it November 14, 2012 Regular Meeting, but reserved action to set special meetings for appointment and/or a special election until the December 12, 2012 Regular Meeting when Councilman Mullin's seat was expected to be- and now is - vacant. At the November 14, 2012 Regular Meeting, the City Council directed the City Clerk to issue a notice soliciting interest in the Office of City Council and report back as to the status of applications at this December 12, 2012 meeting. NOTICE SOLICITING INTEREST IN THE OFFICE OF CITY COUNCILMEMBER On Friday, November 16, 2012, the City Clerk issued and posted the attached Notice Soliciting Interest Staff Report Subject: Update on Council Appointment Applications and direction regarding process for filling Council vacancy. Page 2 in the Office of City Council. The Notice was posted at City outlets and on the City's website. It was also sent via e-mail to the Agenda Distribution List maintained by the Office of the City Clerk. The Notice was further published in the following newspapers /media outlets on the dates indicated: San Mateo Daily Journal (November 21, 24 and December 1, 8), San Mateo County Times (November 22, 24 and December 1, 8), South San Francisco Examiner (November 21, 25 and December 2, 9), South San Francisco Patch (live banner ran November 19 through December 13), El Mensejero (November 25, and December 2, 9), Sing Tao (November 21, 24 and December 1, 8), and Peninsula Progress (November 24 and December 1, 8). Finally, a brief announcement of the solicitation of applications was run on the PEG channel managed by the City's Information Technology Department. UPDATE ON STATUS OF APPLICATIONS The application deadline is December 13, 2012 at 5:00 p.m. To date the City Clerk's Office has received the following applications in response to the Notice of Solicitation of Interest: Rhonda Ceccato Pradeep Gupta Mark Nagales John Prouty Each of the above individuals meets the requirement ofbeing a registered voter in the City of South San Francisco. (California Elections Code Section 321 and Government Code Section 36502(a).) By that definition, each of these individuals is also over age 18. CONCLUSION Council should determine whether it wishes to schedule a meeting or meetings to consider and interview applicants for appointment and/or set a special election. If the Council decides to consider applicants for appointment, it should determine whether it wishes to establish a subcommittee for the purpose of devising questions to be administered during the interview process. i Approved: 1> Kris art e Barry Nagel ` City Clerk, Ci lli f South San Francisco City Manager, City of South San Francisco Attachments: 11.16.12. Notice Soliciting Interest Application for Appointment to the City Council OFFICE OF THE CITY CLERK Attachment 1 CITY OF SOUTH SAN FRANCISCO NOTICE OF SOLICITING INTEREST FOR THE OFFICE OF CITY COUNCILMEMBER Due to the expected December 3, 2012 resignation from the South San Francisco City Council by State of California Assemblyman Elect, Kevin Mullin, the City Council of the City of South San Francisco is soliciting interest in the elected office of City Councilmember. At present, the City Council has not made a determination as to whether it will appoint a representative and/or call a special election to fill the position. Pursuant to the South San Francisco Municipal Code, a person must be 18 years of age and a registered voter of the City of South San Francisco at the time of appointment. If interested in potential appointment, please submit your application and qualifications to the Office of the City Clerk, 400 Grand Avenue, South San Francisco, by 5:00 p.m. on Thursday, December 13, 2012. Applications are available by contacting the City Clerk's Office at 650 -877- 8518 or online at www.ssfnet. Applications may be submitted any of the following ways: 1) in person at the City Clerk's Office; 2) by U.S. Mail to Krista Martinelli, Office of the City Clerk, City of South San Francisco, P.O. Box 711, South San Francisco, CA 94083; 3) by facsimile to 650 -829- 6641; or 4) by e-mail to krista.martinelliPssf net. The City Clerk's Office will confirm receipt of all applications upon arrival in the Office. Please note: postmarks will not be counted as satisfaction of the deadline. At its Regular Meeting of December 12, 2012 at 7:00 p.m. in the Council Chambers at the Municipal Services Building located at 33 Arroyo Drive in South San Francisco, the City Council will hear an update on the status of applications for appointment to the vacant City Council seat. At that meeting, the City Council may schedule a meeting or meetings to consider and interview applicants for appointment and /or set a special election. If the Council decides to consider applicants for appointment, it is expected that the Special Meeting(s) for interview would take place during the week of December 16, 2012. , a Joy Mm inelli Clerk, City of South San Francisco November 16, 2012 CITY HALL, 400 GRAND AVENUE, P.O. BOX 711, 94083 (650) 877 -8518 FAX: (650) 829 -6641 www,ssf.net PERSONAL INFORMATION Attachment L The City of South San Francisco Department of the City Clerk 400 Grand Avenue South San Francisco, CA 94080 (650) 877 -8518 (fax) (650) 829 -6641 Application for Appointment to the City Council Name used on voter registration (last, first, middle) Address (number, street, and apartment number) E -mail address and Zip Code Date of Birth Telephone number Cell phone/alternative contact number Are you a registered voter in South San Francisco? Yes No Ouestions directed by the City Council at its Regular Meeting of November 14, 2012: What do you view as the greatest issue presently confronting the City Council of the City of South San Francisco? What in your background will best prepare you to function as an elected What do you perceive the roll of a City Councilmember to Please include additional information on separate sheet and/or attach resume. 1 certify that, to the best of my knowledge, all statements in this application are complete and true. I agree and understand that any mis- statement of material fact will cause me to forfeit all rights to appointment to the City Council of the City of South San Francisco. For official use only Voter Registration Confirmed 18 or older Initials Date Yes No Yes No THE CITY OF SOUTH SAN FRANCISCO Office of the City Clerk, 400 Grand Avenue, South San Francisco, CA 94080, (650) 877 -8518 (tel) (650) 829- 6641(fax) Government Code Section 54957.5 SB 343 City Council Agenda Item from Council Martinelli, Krista From: Martinelli, Krista Sent: Tuesday, December 11, 2012 4:28 PM To: Council -Only Cc: Nagel, Barry; 'Mattas, Steven'; Executive Management Unit; Kalkin, Susy; All at City Clerk's Office; Ochoa, Donna; Acosta, Rosa Subject: Supplemental Information for Council Appointment Item Importance: High Good Afternoon, The current status of Council appointment applications is below. All applicants are registered voters in the City of South San Francisco: 1) Rhonda Ceccato, Executive Director Sitike Counseling Center, Boardmember San Mateo County Board of Education 2) Pradeep Gupta, Engineer & Electric Utility Business Consultant, Planning Commissioner 3) Mark Nagales, Congressional Aide for Congresswoman Speier, Parks and Recreation Commissioner 4) Rick Ochsenhirt, Realtor, Planning Commissioner 5) John Poletti, Realtor 6) John Prouty, Realtor, Planning Commissioner 7) Nakshin Shah, CEO EHS International At tomorrow's meeting, we will provide updated information to include any applications received during the day. I will also continue to notify you by e-mail upon receipt of applications. Many thanks! Krista Krista Joy Martinelli South San Francisco City Clerk City Hall P.O. Box 711 South San Francisco, CA 94083 Tel: 650- 877 -8518 krista.martinel i @ssf net Sam Martinelli, Krista From: Martinelli, Krista Sent: Wednesday, December 12, 20124:47 PM To: Council -Only Cc: Nagel, Barry; 'Mattas, Steven'; VanDuyn, Marty Subject: Supplemental information for Council Vacancy Item from Council Good Afternoon, The current list of applicants, including career status and affiliation with City Boards and /or Commissions is below: 1) Rhonda Ceccato, Executive Director Sitike Counseling Center, Boardmember San Mateo County Board of Education 2) Pradeep Gupta, Engineer & Electric Utility Business Consultant, Planning Commissioner 3) Arnel Junio, Program Representative Employment Development Department 4) Carlos Martin, Attorney, Planning Commissioner 5) Mark Nagales, Congressional Aide for Congresswoman Speier, Parks and Recreation Commissioner 6) Rick Ochsenhirt, Realtor, Planning Commissioner 7) John Poletti, Realtor 8) John Prouty, Realtor, Planning Commissioner 9) Nakshin Shah, CEO EHS International Krista Joy Martinelli South San Francisco City Clerk City Hall P.O. Box 711 South San Francisco, CA 94083 Tel: 650- 877 -8518 krista.martinelli @ ssLnet Steve and Debbie Carey 469 Alta Vista Drive South San Francisco California, 94080 (650) 875 -2717 Soundchex(&aol.com Wednesday, December 12, 2012 South San Francisco City Council City Hall 400 Grand Ave South San Francisco, CA 94080 Emails: pedro.gonzalez @ssf.net - Mayor karyl.matsumoto @ssf.net - Mayor Pro Tern mark.addiego @ ssf.net - Councilmember rich.garbarino @ssf.net - Councilmember krista.martinelli @ssf.net - City Clerk Re: Mark Nagales candidacy for South San Francisco City Council Dear Mr. Mayor and City Councilmembers: Government Code Section 54957.5 SB 343 City Council Agenda Item from council support letter I am writing to you in support of Mark Nagales and his candidacy for City Council. I first came to South San Francisco as a young boy in 1958. 1 grew up in South San Francisco and returned here in 2003 where mywife Debbie and I own a home in Avalon Park. I know Mark's concern for South San Francisco and the people who reside here to be sincere and that he has a strong interest in the wellbeing and progress of our city. My wife Debbie and I are only too happy to help Mark in all of his efforts to make South San Francisco a better place to live. Please accept our letter of support along with our prayers that our leadership and direction for the city remain the very best. Steve and Debbie Carey SAN MATEO COOKY Maryann Moise Derwin, Chairperson Kelly Fergusson, Vice Chairperson CITY SELECTION COMMITTEE Becky Romero, Secretary 400 County Center Redwood City, 94063 650 -363 -1802 TO: MAYORS OF SAN MATEO COUNTY FROM: REBECCA ROMERO, SECRETARY SUBJECT: MEETING OF THE CITY SELECTION COMMITTEE DATE: DECEMBER 14, 2012 Mayor Maryann Moise Derwin, Chairperson of the San Mateo County City Selection Committee, has called for a meeting of the Committee at 6:15 p.m. on December 14, 2012, at the Colma Fire Station, 50 Reiner Street, Colma, 94014. Please arrive on lima 1) Roll Call 2) Approval of the Minutes for the meetings of August 24 and October 26, 2012 3) Selection of two (2) Council Members to serve on the Housing & Community Development Committee representing Cities for a term of 4 years beginning January 1, 2013 i. Council Member Helen Fisicaro, Colma, is seeking reappointment 4) Selection of one (1) Council Member to serve on the Metropolitan Transportation Commission (MTC) representing Cities to fulfill a term that expires February 9, 2015 t Mayor Cliff Lentz, City of Brisbane, is seeking appointment ii. Mayor Alicia Aguirre, City of Redwood City, is seeking appointment iii. Vice Mayor Rick Kowalczyk, City of Half Moon Bay, is seeking appointment iv. Vice Mayor Gina Papan, City of Millbrae, is seeking appointment v. Council Member Jerry Deal, City of Burlingame, is seeking appointment 5) Selection of one (1) Council Member to serve on the San Mateo County Transit District (SamTrans) representing Southern Judicial Cities (Cities eligible to nominate: Atherton, East Palo Alto, Menlo Park, Portola Valley, Redwood City, San Carlos and Woodside) for a term of 4 years beginning January 1, 2013 i. Vice Mayor Jeffrey Gee, City of Redwood City, is seeking reappointment 6) Selection of one (1) Council Member to serve on the San Mateo County Transportation Authority (SMCTA) Board representing Central Judicial Cities (Cities eligible to nominate: Belmont, Burlingame, Foster City, Half Moon Bay, Hillsborough, Millbrae and San Mateo) for a term of 4 years beginning January 1, 2013 L Council Member Terry Nagel, City of Burlingame, is seeking reappointment 7) Selection of one (1) Council Member to serve on the San Mateo County Transportation Authority (SMCTA) Board representing Southern Judicial Cities (Cities eligible to nominate. Atherton, East Palo Alto, Menlo Park, Portola Valley, Redwood City, San Carlos and Woodside) for a term of 4 years beginning January 1, 2013 L Council Member Rosanne Foust, City of Redwood City, is seekingyp, rea,pl�pointment r� Vic#, mayor, E t:2abe�-h 1-w�s 5, lawn o � rlar"4* 8) Election of a Chairperson to the City Selection Committee for 2013 (Note: Candidates must be a current Mayor or Council Member) i. Council Member Marina Fraser, City of Half Moon Bay, is seeking appointment ( n a / e 4r) ii. Council Member Mary Ann Nihart, City of Pacifica, is seeking appointment 9) Election of a Vice Chairperson to the City Selection Committee for 2013 (Note: Candidates must be a current Mayor or Council Member) L Council Member Marie Chuang, Town of Hillsborough, is seeking appointment ii. Council Member Mary Ann Nihart, City of Pacifica, is seeking appointment 10) Oral Communications (Any subject not on the agenda maybe presented at this time. These topics cannot be acted upon or discussed, but may be agendized for a later meeting date) If you have any questions or require additional information, contact Becky Romero at (650) 363 -1802. TOWN OF 98 El Camino Real Colma, Ca.itfonua 94014 -3212 Tel 650-997-V)00 • Fax 650- 997 -8308 Cify Council November 21, 2012 Raqual Gonzalez Mayor Joanne F. del Rosario Honorable Mayors and Designees: Vice Mayor Joseph Silva I am writing to express my interest In continuing to serve on the Housing and Council Member Community Development Committee. Diane Colvin I am extreme) Council Member y passionate about housing issues and am honored to have been able to serve on this committee for several. years. I feel confident that I am a Haler Fl Member valuable asset and would be able to help the community b making informed and Council Member p ty y thoughtful decisions. The issue of affordable housing is a long time interest of City Treasurer mine; I have served on the HIP Housing Board of Directors for nine years and am Laurewalsh extremely committed to their mission of improving the community by ensuring that city officials critical housing needs are met. In addition, I 've been involved in San Mateo County's Sub Regional Housing Need Allocation (RHNA) Policy Advisory Committee, Laura Alien as well as the Housing Endowment and Regional Trust (HEART) Member Agency City Manager Committee. The Issue of affordable housing Is so vital to the health of our Jon Read community and as public officials, I feel that we can make a huge impact through Chief of Police committees like the HCDC. Roger Peters City Attomey I believe that the experience and commitment I have regarding this issue will help Cyrus Kanpour me continue to serve on the Housing and Community Development Committee and Acting Gry Engineer . I hope that you agree. Thank you for your consideration and, hopefully, your Brad Donohue support, . Acting Public Works Director Sincerely, Michael Laughlin, AICP Actng City Planner Brian Dossey Director of Recreation Services Helen Fsicaro Lori Bum$ Human Resources Manager gwsaAHF CALIFORNIA CITY OF BRISBANE 50 Park Place Biisbane, California 94005 -1310 (415) 508 -2100 Fax (415) 467 -4989 Cliff Lentz, Mayor, City of Brisbane November 30, 2012 To: Honorable Mayors, Vice Mayors and Councilmembers I hope this letter finds you well. I am writing to express my interest in serving as your representative on the Metropolitan Transportation Commission. I am currently the Mayor of Brisbane and have been on the Brisbane City Council for three years. Prior to that, I served eight years on the Brisbane Planning Commission. I'm also the Chair of the Baylands Sustainability Committee, where our goal is to take a 660 -acre contaminated site and transform it into a sustainable development that is safe and vibrant. In working toward achieving this, I've come to understand how transportation, through the lens of sustainability, will be the system that binds the development together. By focusing on mobility that doesn't degrade the environment, allows for greater accessibility and efficiency through all modes of transportation while seeking out ways to enhance the economy, we have an opportunity to create a model of positive development within San Mateo County. All cities have the potential to create sustainable developments that would be greatly enhanced through financial support from MTC. The competition to receive financial grants for transportation development is stiff. With your support, I will utilize my understanding of how sustainability is tied to transportation funding, and work toward establishing better lines of education and communication between MTC and the cities of San Mateo County. I will send out periodic emalls to update you with what is happening at MTC, and coordinate meetings to help guide cities with projects that would benefit from MTC funding. I would be honored to represent you and your city on the Metropolitan Transportation Commission. Please do not hesitate to contact me: cliff lentz(y)sbcglobal.net or via cell 650- 219 -0293. Best regards, Clifford R. Lentz, Mayor City of Brisbane Y TnmvOng arty Services Mayor Alicia C. Aguirre Vice Mayor Jeffrey Gee Council Members Ian Bain Rosanne S. Foust Jeff Ira Barbara Pierce John D. Seybert December 3, 2012 (sent via email) City Hall 1017 Middlefield Road Redwood City, CA 94063 Voice: (650) 780 -7220 fax: (650) 261 -9102 mail@redwoodcity.org www.redwoodcity.org Subject: Request for Your Support — Metropolitan Transportation Commission Seat Honorable San Mateo County Mayors and Council Members: I would like to ask for your vote to be appointed to the Metropolitan Transportation Commission to fill an unexpired seat. I wanted to let you know of my great interest in serving on the Commission, and to ask for your support. Since becoming Mayor of Redwood City, and during my entire tenure on the City Council since 20053 1 have been committed to our region's transportation issues, and have been supportive of various initiatives that relate to the role of this Commission. As a member of the City Council, I have extended my support to many initiatives like the Zipcar, the Shuttle Service Redwood City offers, Smart Corridor, and other initiatives. I have served in various capacities in local and regional entities and subcommittees, including C /CAG, ABAG, and the Redwood City Utilities Committee (as both member and Chair) to name just a few. In addition, I have been an integral member of the Redwood City San Mateo County Chamber of Commerce and the League of California Cities, and am currently the Vice President of the Latino Caucus of the League. My efforts always include bringing in diverse viewpoints, considering the needs of the people throughout San Mateo County, and approaching my decisions with a regional perspective. Based on my continuing experience, my dedication to serving, and my life -long passion for making a real difference in the lives of the people in our local and regional communities, I am requesting your support for my appointment to a seat on the Metropolitan Transportation Commission. With your support and encouragement, I'm certain that I can offer a substantial contribution to addressing the region's transportation needs and issues. Your support is very important to me and I respectfully ask for your vote. Thank you for your consideration. Respectfully, at:L c, Alicia C. Aguirre Mayor, City of Redwood City C: City Council City of Half Moon Bay �IJ \\ \' (A 501 Main Street Half Moon Bay, CA 94019 650- 726 -8270 November 29, 2012 Dear San Mateo County Mayors and Councilmembers, I seek appointment to the vacant Metropolitan Transportation Commission (MTC) seat, and request your support. I bring important skills and experience to the MTC needed for effective oversight: consensus building, budget management, strategic planning, and an inclusive communication approach. My priorities will emphasize both transparency and inclusiveness to ensure that San Mateo County and its cities big and small are well represented, from the Township of Broadmoor to the City of Menlo Park. I am most interested to serve on the Regional Planning Committee within the MTC, which is responsible for developing the Regional Transportation Plan (RTP) and Corridor Studies. The RTP is the strategic plan that guides transportation development over the next 25 years, and I have the skills necessary to help ensure an effective and practical approach. Please support my candidacy for appointment to MTC. Res[ / IIY, Rick KowaICZ Vice Mayor 4P __ F=^ November 27, 2012 City of Millbrae 621 Magnolia Avenue, Millbrae, CA 94030 Phone (650) 259 -2334 Fax (650) 259 -2415 E -Mail: gpapan @ci.millbrae.ca.us Dear Mayor, Vice - Mayor, and Council Members, GINA PAPAN Vice Mayor I respectfully ask for your support of my candidacy for San Mateo County's open seat on the Metropolitan Transportation Commission (MTC). As a member of the board of directors of the MTC, I vow to be a passionate and committed advocate for our cities and county. I will work with you to be a strong representative who listens to your concerns, builds consensus, keeps you informed, and fights for our fair share. EXPERIENCE AND VISION For the past seven years as Millbrae's City Councilmember and Mayor, I have focused on efficiency, economic development, and revenue enhancement, working both within our city and looking outward from a county and regional perspective. Millbrae is a key part of the San Mateo County transportation network because it serves as the intermodal center of our county —the only city that connects the SFO, BART, Caltrain, SamTrans, and multiple shuttle services. Given Millbrae's unique position, I believe one of our greatest resources is to bring communities together. I have developed positive relationships with cities and agencies in the county, as well as neighboring counties. Working together we have shared services with the county, merged services with four other cities, promoted strategic, transit- oriented developments with BART, pursued mutually beneficial property uses with the San Francisco Public Utilities Commission and its land within Millbrae, and continue to explore a multitude of innovative projects with the Silicon Valley Leadership Group. I feel strongly that cultivating these relationships has promoted efficiencies, saved money, and help our local economy grow. On the MTC, I will work hard for the following specific goals: 1. Secure our fair share of funding. I will work to ensure we get our fair share of state and federal funding for ready -to -go projects suited to meet our region's needs. I will work so we can leverage funds for mixed - transportation projects that would enhance community vitality, promote pedestrian, bicycle, and public transit use, encourage transit- oriented development, and help rehabilitate local streets and roads. 2. Reduce congestion. I will work to reduce congestion in commute corridors, pursuing new transportation technologies to smooth commutes, and promote convenient and reliable public transportation. 3. Modernize Caltrain. I will work with other cities to ensure that the electrification of Caltrain along the existing right -of -way has acceptable and minimal impact on individual cities. Electrification, if done right, will reduce operating costs by half and increase service from 45,000 to 70,000 riders per day. 7 MY REPRESENTATIVE SERVICE a San Mateo County Council of Cities a City /County Association of Governments (C /CAG) Board of Directors a C /CAG Legislative Committee a Congestion Management Program and Environmental Quality Committee (CMEQ) a San Mateo County Housing Endowment and Regional Trust a Grand Boulevard Task Force a San Mateo County Emergency Services Council a High Speed Rail Policymakers Working Group a Airport Land Use Committee a Peninsula Congestion Relief Alliance MY PROFESSIONAL SERVICE Deputy Attorney General for the State of California Proudly representing the people of the State of California for over 17 years. As the Deputy Director of a state agency with a $400 million budget, I managed 150 employees. I helped to implement the Amber Alert program, served on the School Violence Prevention and Response Task Force, the Child Abduction Task Force, and served as a legislative advisor to the High Technology Crime Advisory Committee. WHAT IS THE MTC? The MTC is the regional transportation planning, coordinating, and financing agency for the nine -county San Francisco Bay Area. MTC is three agencies in one with a wide range of duties and shared mission: to keep the Bay Area moving. It oversees $4.7 billion in public funds for transportation. The Bay Area includes 101 municipalities, 7,179 square miles of land, and by the year 2030 a population of 8.7 million people and 5.1 million jobs. The transportation network is 1,420 miles of freeways and highways, 19,400 miles of local streets and roads, 470 miles of rail transit, five commuter ferries, eight toll bridges, five public ports, three major commercial airports, and 750 miles of bikeways. YOUR SUPPORT I respectfully ask for your vote on December 14, 2012, when the City Selection Committee votes to fill San Mateo County's open seat for the MTC. I have a proven record of fighting for our collective needs and I will continue to do so on the MTC Board. Please feel free to contact me should you need any additional information at 415- 710 -5820. Thank you, Gina Papan Vice Mayor City of Millbrae City of Burlingame 501 Primrose Rd Burlingame, CA 94010 Jerry Deal Mayor, City of Burlingame 11 -13 -2012 To: Hon. Mayors and City Council Members I am writing to request your support and that of the Council regarding my candidacy for the vacancy on the Metropolitan Transportation Commission (MTC). MTC as you know is the regional transportation planning and finance agency for the nine - county San Francisco Bay Area. It allocates more than $1 billion per year in funding for the operation, maintenance and expansion of the Bay Area's surface transportation network. My experience with transportation issues, business development, budget sustainability, protecting the environment, independent thinking and problem solving makes me uniquely qualified to "hit the ground running' in providing support for, and representation of all San Mateo County Cities. I am an active Board Member of the following San Mateo County transportation related agencies: • Peninsula Corridor Joint Powers Board (JPB) which owns and operates CalTrain. • SamTrans Chair ( San Mateo County bus and para - transist services) Peninsula Congestion Relief Alliance I have enhanced that experience with the following: • American Public Transportation Association Conferences which has allowed me to network with transportation experts, board members, vendors and users across the United States. • Various Transportation Webinar's, periodicals and research As a member of the MTC and existing Board member of CalTrain, SamTrans & the Alliance my goals are to: • Promote business expansion and bring in new businesses • Relieve congestion on the freeways • Provide for "the last mile" transportation connection • Insure Budget and Financial sustainability • Decrease pollution and promote environmental friendliness • Promote Transportation- orientated Development (TOD) A reliable and convenient public transportation system along with a viable surface transportation network is a vital component to our future economic viability. With your support we can accomplish these goals. If elected I look forward to working with you, your council and all members of San Mateo County's 20 cities. Please give me a call to discuss. My cell phone is 650 - 922 -6975 Best Regards Mayor, City of Burlingame P.S. Due to rotations Ann Keighran will become the Mayor on November 19th and 1 will once again become a Councilmember. /o City of Burlingame 501 Primrose Rd Burlingame, CA 94010 Jerry Deal, Councilmember, City of Burlingame 11 -28 -2012 To: Hon. Mayors, Vice - Mayors and Councilmembers Hopefully you have received the information letters I wrote asking for your vote to be the San Mateo County representative to the Metropolitan Transportation Commission, completing the term now available because our current representative, Kevin Mullin, has been elected to the state Assembly. The vote by the Council of Cities now is scheduled for December 14U' at the Colma fire station and so I want to use the intervening time to reiterate and expand upon my interest in the position. I am reminded of the line allegedly uttered by the infamous bank robber Willie Sutton when asked why he robs banks. "That's where the money is," he is said to have replied. MTC is the bank. I don't want to rob it, but I do want to make sure that San Mateo County gets its share of the regional, state and federal funds that flow through this entity. To make that happen, we need a strong, well - informed and passionate voice for our interests and I believe I have the experience and the passion to be that voice. I am fortunate to have been elected by your colleagues on the Council of Cities to represent you on the SamTrans and Caltrain boards of directors. With that experience, I can bring to the MTC an understanding of our county's needs for the programs and projects we all want — programs and projects that will get cars off the road, clean up our air and create an effective and meaningful transit network. In my current role as your representative, I have had the opportunity to learn first- hand how essential it is that we keep Caltrain moving forward as a modernized and electrified system with a financial future that is assured and not in doubt. On the SamTrans board, I have fought against service cuts and advocated for a range of pilot programs focused on the "last mile" of the commute through shuttles, bike sharing, car sharing and other alternatives. I understand how critical our bus system is for our community's neediest — the working poor, students and the disabled. As has been the case in my role on the SamTrans and Caltrain boards, serving on MTC will be an opportunity to speak for all of our county. That will be my only agenda - to serve all of our cities and the county and to be the person who speaks up for us, in public and behind the scenes, to make sure we get the attention and resources we need. I have enhanced my transportation experience at American Public Transportation Association Conferences which has allowed me to network with transportation experts, board members, vendors and users across the United States. It is imperative that we elect someone who can "hit the ground running" instead of waiting for a learning curve. For all of these reasons, I ask for your vote. I would welcome the chance to speak to you personally about this upcoming vote and to answer your questions. You can contact me on my cell phone: 650- 922 -6975. Best Regards Jul. y Jerry Deal Councilmember, City of Burlingame Board Chair, SamTrans Board Member, JPB ( Caltrain) /ti City of Burlingame Hon. Jerry Deal Councilmember 12 -5 -2012 Hon. Mayors and Council Members 0 Update: Wanted to answer some questions and quell a rumor. To quell a Rumor: I am indeed running for the open MTC position contrary to a questioning phone call made by another applicant. Maybe the rumor started because Rich Garbarino, Councilmember, City of So. San Francisco has decided not to run and instead to endorse me. Additionally I am fully supported by my all of my fellow City Council Members and our Mayor. Regionalism: I am a livelong Bay Area resident ( except for military service) having grown up in Redwood City and before moving to Burlingame ( resident for 35 years ) I lived in the following cities: San Mateo, Menlo Park, So. San Francisco, Half Moon Bay, Mountain View and San Carlos. I therefore have watched the development of the Bay Area and transportation for 63 years. My interest in becoming a member of the MTC is to represent and serve all of San Mateo County and its 20 cities. Putting aside conflicts with other boards and the City in which I reside is a vital requirement for service on the MTC. I have proven this ability on both SamTrans and Caltrain boards. Years left in my Term: I was the top vote getter in last years November election and therefore still have three years left in my term. Best Regards V Councilmember, City of Burlingame P.S. I copy of my original email follows. My cell phone is 650- 922 -6975 /3 Mayor Alicia C. Aguirre Vice Mayor Jeffrey Gee Council Members Ian Bain Rosanne S. Foust Jeff Ira Barbara Pierce John D. Seybert November 20, 2012 Re: City Selection Committee SamTrans — Southern Judicial District Appointment Honorable Mayors, Council Members and Designees: City Hall 1017 Middlefield Road Redwood City, CA 94063 Voice: (650) 780 -7220 fax: (650) 261 -9102 mail@redwoodcity.org www.redwoodcity.org It has been my honor to serve these past few months on SamTrans Board of Directors fulfilling the remainder of the term left vacant with the tragic loss of our friend Omar Ahmad. I am writing to express my interest in being reappointed to the Southern Judicial District seat at SamTrans at the December 14, 2012 Council of Cities meeting in Colma. SamTrans is an integral part of our community, providing transportation and mobility for many of our county's most vulnerable and geographically constrained residents. Along with the District's sister transit agencies, the vitality and well -being of public transportation has a direct impact on the quality of life for all our residents. During my few months on the Board, I have served on the Finance and Legislative Committees, and I am currently serving as the Chair of the Finance Committee. In addition, I serve on the SamTrans Service Plan (SSP) Committee, working with colleagues and staff to optimize our current service in the County, and to provide these services within our existing financial resources. The major goals and challenges facing SamTrans in the next few years include: • Optimizing mobility services within San Mateo County; • Ensuring adequate service is provided to every community; • Becoming a financially sustainable organization; • Preparing for the transit needs of the future. ty These goals and challenges are intricately woven together and will require common sense solutions, careful oversight, firm decision - making, partnering with our communities, leveraging programs with other transit agencies, and hard work. Only through regional cooperation and respect for the similarities and differences of each community, will we be able to collectively continue to provide vital transportation services for all San Mateo County residents. I believe I have successfully hit the ground running these past few months to become a valuable board member. My demonstrated participation as a board member, combines with my elected and professional experience, capabilities, focus and work ethic will enable me to address the issues at hand, and continue to make a difference for our future. Thank you for your consideration and for your support. Very truly yours, Jeffrey Gee, Vice Mayor City of Redwood City C: Alicia Aguirre, Mayor Members, City Council, City of Redwood City Becky Romero, Secretary, City Selection Committee /j, Tge e4yq9�v 501 PRIMROSE ROAD, BURLINGAME, CA 94010 -3997 www.burlinuame.org JERRY DEAL, MAYOR ANN KEIGHRAN, VICE MAYOR MICHAEL BROWNRIGG, COUNCILMEMBER CATHY BAYLOCK, COUNCILMEMBER TERRY NAGEL, COUNCILMEMBER November 12, 2012 Dear Colleague: TEL: (650) 556 -7203 FAX: (650) 342 -8386 EMAIL: COuncA (Wburlinaame om I am writing to seek your support for my re- election as the Central Cities representative to the San Mateo County Transportation Authority (TA) at the December 14 meeting of the San Mateo Council of Cities. Like you, I believe that transportation is one of the most critical issues facing our county. I am committed to continue working with local cities to create the best transportation plan possible for the Peninsula — not just trains running north and south but also the east -west connections that are badly needed in order to make public transit convenient. As Caltrain becomes electrified, I firmly believe we must work together to make sure this enhanced service integrates seamlessly into the fabric of our communities. As a member of the TA since January 2010, I have focused on expanding current transportation options in our county, making sure our finances are prudently invested and inviting sustainable solutions for transit issues. I have consistently asked the TA staff to notify all cities of funding opportunities and worked with the Peninsula Traffic Congestion Relief Alliance to create a handout for employers to give their employees, which lists commuter incentives such as "Try Transit' free passes, emergency rides home and gas cards for carpoolers. (See attached.) I have advocated for more bike and pedestrian trails, electric charging stations, pre -tax benefits for commuters taking public transportation, and aggregate purchasing of electric vehicles and LED streetlights among cities throughout San Mateo County (in partnership with the Bay Area Climate Collaborative). I would greatly appreciate your support for my re- election to the Transportation Authority at the meeting on December 14. Thank you for your consideration. Best regards, 24 k Terry Nagel Burlingame City Council magelna.burlingame.org (650) 347 -3576 iv DRIVE LESS. WASTE LESS. STRESS LESS. Other than solo driving, do your employees know of other ways to get around town, to work or other destinations? As a first step, the Peninsula Traffic Congestion Relief Alliance has some easy to implement programs to get your employees started, including free transit passes, free gas cards for people who carpool together, and cash incentives for vanpools, to name a few. Incentives and Programs for your Employees. Public Transportation � Free transit passes through the "Try Transit" program. * Receive a $9 BART ticket, Up to 3 roundtrip Caltrain tickets, or Up to 6 one -way SamTrans tickets. (Other transit options available to choose from.) * Pre -Tax Commuter Benefits Employer Incentive: Earn up to $1000 by setting up a `Pre -Tax Commuter Benefits' program for your employees. We can help. Carpool _ $60 gas card per person * Carpool must have at least two adults, be newly - established (six to twelve months old), and must occur at least two times per week for two months. * Part of the commute must be within San Mateo County borders. Vanpool For Drivers: Drive six months and receive a $500 check. For Riders: Reimbursement for half the cost — up to $100 per month —for the 1 st three months. A vanpool is comprised of seven or more people riding in a leased vehicle, with the driver and the riders sharing the costs. To find vanpool partners, visit www.commute.org and click on "Find a Carpool Partner." Biking * Bike Safety Workshops: We can coordinate a 90- minute free workshop for your employees. * Bicycle Parking Incentive: We provide a rebate for newly - installed bike racks and lockers, up to $500 per bike rack. * Bike to Work Day: occurs annually in May. Emergency Ride Home Program * When your employee chooses a commute alternative, the Alliance could partner with you to pay for your ride home, in case of an emergency. * This program utilizes Yellow Cab (or local permitted taxicabs), or COMMOIENG Enterprise Rent -A -Car, if outside 25 miles. 000000000oo000 For more information about these one -time incentives, transit resources and other commute options, visit the Alliance website at www.commute.org . Transit brochure racks, employer and employee presentations are also available upon request. (ontact the Alliance Office: (650) 588 -8110, ar by email: allionce@commute.org. l7 Mayor Alicia C. Aguirre Vice Mayor Jeffrey Gee Council Members Ian Bain Rosanne S. Foust Jeff Ira Barbara Pierce John D. Seybert November 16, 2012 1017 MIDDLEFIELD ROAD Redwood City, California 94063 Telephone (650) 780 -7220 FAX (650) 261 -9102 www.redwoodcity.org Subject: Seeking Re- appointment to the South County Seat for the Transportation Authority (TA) Honorable Mayors and Council Members, Serving on the Transportation Authority (TA) has meant the privilege of working directly on addressing the entire county's transportation and transit needs, looking for ways to improve the network, expand on services, continue to support other critical services and to try new, innovative approaches. My goal has been to serve the whole county with fairness and equity. One hallmark of the TA is the leveraging of the county's tax revenues to obtain matches in federal and state funds that more than double the financial reach of the Authority. In the past two years, the following has been accomplished: ➢ Approved more than $82 million for 23 highway projects that address, big and small, the most pressing traffic congestion bottlenecks in the county, including the Highway 101 /Broadway interchange. ➢ Address other traffic issues on our most critical highway, the Bayshore, through an auxiliary lane program that shortly will extend the length of the county and is a proven method for reducing congestion and by undertaking and expanding a ramp metering program. ➢ A critical source of operating and capital funds for Caltrain — more than $10 million in operating funds over two years, and an equivalent amount in capital funds. ➢ Approved $4.5 million in bike and pedestrian programs throughout the county. / P ➢ Further leveraging Measure A funds in essential partnerships with C /CAG, which is frequently a funding partner in many of the key projects, providing an exponential increase in the impact of the funds; and as a major funding source for the programs of the Peninsula Congestion Relief Alliance and that organization's innovative programs, including implementation of an employer and community outreach program, direct marketing and communication with commuters, emergency ride home programs, vanpool and carpool formation /incentive programs, and Bike to Work Day programs. ➢ A funding partner in the historic regional agreement to fund Caltrain modernization and electrification, helping to assure that this service is alive and thriving for future generations, while also providing a significant measure of local oversight and control. ➢ Approved a $4.5 million program to fund community and employer shuttles, enhancing the network of transit. ➢ Looking ahead, we have issued a call for letters of intent from communities that will want Caltrain grade separations, a means by which to influence the future look and feel of our county. ➢ Approved funding for a series of pilot projects, including Senior Mobility, bike - sharing, car - sharing and other innovative transit options. The TA is where we put into motion our hopes and desires for a transportation and transit network that builds for the future, where new ideas can be tried, and our infrastructure is sustained and improved. Bridges are being rebuilt, roads improved and traffic congestion reduced. I respectfully ask for your vote to be re- appointed to the South County Seat of the Transportation Authority to continue serving with expertise, dedication, and commitment. Sincerely, Rosanne Foust, Council Member, Redwood City C: City Council, Redwood City �9 Page 2 of 2 December 6, 2012 Office of the Council Town of Atherton 91 Ashfield Road Atherton, California 94027 Phone: (650) 752 -0500 Fax: (650) 614 -1212 RE: Council of Cities - City Selection Committee Transportation Authority (TA) Appointment to the South County Seat Dear Mayors, Vice Mayors and Councihnembers, I am writing to respectfully request your consideration and support in selecting me as the South County representative to the Transportation Authority (TA). As your representative I will bring objectivity, fresh ideas and a "small- town" perspective. Atherton's former Mayor and long -long term Councihnember, Malcolm Dudley, served on the Transportation Authority for many years and through his efforts helped save the Caltrain corridor. Atherton's commitment in supporting a viable regional Transportation system -- including linking public transportation to the last mile destination -- is a valuable contribution I can bring to the Authority. My service and experience with the Peninsula Traffic Congestion Relief Alliance is in line with that goal. During my first four years on the Atherton Council I have served on the following Regional boards finding solutions to our growing transportation and traffic issues: 1) Atherton's Transportation Committee 2) Atherton's Rail Committee 3) San Mateo County's Peninsula Traffic Congestion Relief Alliance (the Alliance) 4) San Francisco Airport Noise Abatement Roundtable 5) Grand Boulevard Task Force As you can see, my focus has been and is on working to solve our Region's growing transportation and traffic problems. Having just been re- elected to a second term on Council this past November, I am finishing up my year as Vice -Mayor and am looking forward to a very productive and meaningful year ahead. I would be honored to serve as our South County's representative to the Transportation Authority. Thank you for your consideration, and I welcome the opportunity to speak with each of you about my request for appointment to this position. My cell phone is (650) 533 -8830. Respectfully Submitted: rza Lewis Vic yor Town of Atherton Scenic Jacipa CITY MANAGER'S OFFICE TEL. (650) 738 -7301 FAX (650) 359-6038 CITY ATTORNEY TEL. (650) 738 -7409 FAX (650) 359 -8947 CITY CLERK TEL, (650) 738 -7307 FAX (650)359 -6038 CITY COUNCIL TEL (650)738 -7301 FAX (650) 359 -6038 FINANCE TEL (650) 738 -7392 FAX (650) 738.7411 FIRE ADMINISTRATION TEL. (650)991 -8138 FAX (650)991 -8090 HUMAN RESOURCES TEL. (650) 738 -7303 FAX (650) 359 -6038 PARKS, BEACHES & RECREATION TEL. (650) 738 -7381 FAX (650) 738 -2165 PLANNING TEL. (650) 738 -7341 FAX (650) 359 -5807 • Building TEL (650) 738 -7344 • Code Enforcement TEL. (650) 738-7341 POLICE DEPARTMENT TEL (650) 738 -7314 FAX (650) 355 -1172 PUBLIC WORKS TEL (650) 738 -3760 FAX (650) 738 -9747 • Engineering TEL (650) 7383767 FAX (650) 738 -3003 • Field Services TEL (650) 738 -3760 FAX (650) 738 -9747 CITY OF PACIFICA 170 Santa Maria Avenue • P: Mary Ann Nihart Pacifica City Council City Hall 170 Santa Maria Avenue Pacifica, CA 94044 December3, 2012 is 94044 -2506 Chairperson, Maryann Moise Derwin, Mayors, and Council Members Rebecca Romero City Selection Secretary, San Mateo. County 400 County Center Redwood City, 94063 Dear Fellow Council Members, MAYOR Peter Delarnatt MAYOR PRO TEM Len Stone COUNCIL Sue Digre Mary Ann Nihart Ginny Jaquith I am writing to express my interest in becoming either Chair or Vice Chairperson of the City Selection Committee /Council of Cities. When Pacifica hosted the Council of Cities last month, I once again realized how important hosting this meeting is to all of our council members countywide. Helping to bring our communities closer and stimulating council development with interesting programs are both goals I would very much like to accomplish for San Mateo County. Efficient, well- managed business meetings provide an opportunity to focus on the program and I would like to continue that tradition. I will be beginning my second term of service on the Pacifica City Council this December. Over the next four years, I wish to become more involved throughout the county, connecting with other council members and learning how we can best represent each other. San Mateo County has a long history of working collaboratively which I have witnessed serving on the Legislative Committee for C /CAG for three years and the Council of Cities for two years. Council of Cities provides an excellent mechanism to share our mutual interests and select those among us who can best represent those interests. Thanks you for your consideration of my nomination. Sincerely, MaryAPLV>rNau F-t <electronic signature> Mary Ann Nihart Council member, City of Pacifica Path of Portola 1769 • San Francisco Bay Discovery Site a/ December 1, 2012 TOWN OF HILLSBOROUGH Dear Mayors, Vice Mayors and CAuncilmembers, I600 FLORIBUNDA AVENUE HILLSBOROUGH CALIFORNIA 94010 -6418 I am writing to express my interest in serving as Vice Chair for the Council of Cities and also as Vice Chair for the City Selection Committee (as you know, these roles traditionally co- exist). I have been on the Hillsborough City Council since 2010, where I serve as Fire Commissioner and Vice Chair of the Central County Fire Department Board, Co- Commissioner of Communications, and Co- Chair of Hillsborough Neighborhood Network In years that I have served on Council, I have attended almost every one of the Council of Cities meetings. I enjoy learning the history of each different city and meeting my fellow councilmembers. I know that these events are invaluable opportunities for each of us to get to know each other better, and to receive information that assists us with our public service. I would appreciate the opportunity to serve as Vice Chair to help with coordinating speakers and assist in planning the monthly events in our various cities, and I ask for your support. Please feel free to contact me at mariechuang@yahoo.com or 650 348 -8106 if you need anymore information or want to discuss this further. With warm regards, Or Marie Chuang Councilmember, Town of Hillsborough TEL. 650.375.7400 022. FAX 650.375.7475 2. SPECIAL MEETING MINUTES CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting held at: MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA WEDNESDAY, NOVEMBER 14, 2012 6:31 p.m. Call to Order. 6:37 p.m. Roll Call. Present: Councilmembers Addiego, Matsumoto and Mullin, Vice Mayor Gonzalez and Mayor Garbarino. Absent: None. 3. Agenda Review. No changes. 4. Public Comments — comments are limited to items on the Special Meeting Agenda. None. 5. Closed Session: Conference with Labor Negotiators. (Pursuant to Government Code § 54957.6) Agency designated representative: Kathy Mount Employee organizations: AFSCME, Local 829, AFL -CIO Confidential Unit, Teamsters Local 856 International Association of Firefighters, Local 1507 Mid - management Unit International Union of Operating Engineers, Local 39 South San Francisco Police Association Public Safety Managers Executive Management Unit. Time entered Closed Session: 6:37 p.m. Ga Submitted: Open Session resumed: 7:03 p.m. Report out of Closed Session: Direction given. Adjournment. Being no further business, Mayor Garbarino adjourned the meeting at 7:03 p.m. Kri artin i, Ci Cl k City o an Francisco SPECIAL CITY COUNCIL MEETING MINUTES Approved: Pedro Gonzalez, Mayor City of South San Francisco NOVEMBER 14, 2012 PAGE CALL TO ORDER: MINUTES CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE WEDNESDAY, NOVEMBER 14, 2012 TIME: 7:03 P.M. ROLL CALL: PRESENT: Councilmembers Addiego, Matsumoto and Mullin *, Vice Mayor Gonzalez and Mayor Garbarino PLEDGE OF ALLEGIANCE: PRESENTATIONS *Councilman Mullin excused himself for a portion of the meeting as noted in the body of the Minutes below. ABSENT: None. Led by Mayor Garbarino. • Presentation of Fire Prevention Month Poster Contest Winners by Fire Marshal Luis Da Silva. Safety Inspector Orque and Fire Captain Ortiz presented the Annual Fire Prevention Month Poster Contest Award Winners for 2012. They provided a PowerPoint Presentation detailing this year's program and safety campaign in local schools and explained this year's theme was to have two ways out included in fire escape plans. Award recipients were commended and presented with plaques by the City Council as follows: Roman Cansino, Kindergarten — St. Veronica's Danielle Bluvshteyn, Kindergarten — Sunshine Gardens Joey Valencia, 1st Grade — St. Veronica's Jhenae Anabeza, 1 st Grade —Monte Verde Marc DeCamillis, 2nd Grade- Mills Montessori Jade Agustin, 2nd Grade — Spruce Michael Mercurio, 3rd Grade — Ponderosa Yinan Kang, 3rd Grade — Buri Buri Harvey Vo, 4th Grade — All Souls Hailey Weber, 4th Grade — Hillside Christian Academy Mauricio Macias, 5th Grade —Los Cerritos Sophia Clemente, 5th Grade — Ponderosa Councilmember Mullin announced he would need to leave the Dais briefly at some point during the meeting to attend an event being held in Daly City but that he would rejoin the Council shortly after leaving. AGENDA REVIEW City Manager Nagel recommended that Item No. 3 be removed from the Agenda. Council agreed. PUBLIC COMMENTS None. ITEMS FROM COUNCIL • Announcements. • Committee Reports. Councilmembers reported on attendance at community meetings and events, including an Improving Public Places Meeting, a presentation for Veterans at the West Orange Library, a School District Liaison Subcommittee Meeting, a SamTrans public meeting on planned changes to local bus routes and a presentation to members of the Department of Homeland Security for assistance with capturing individuals suspected of responsibility for the December 2010 shooting in the City. Councilmembers congratulated Councilman Mullin on his election to the California State Assembll representing the 22nd District. The Historical Society was congratulated on the 25 Anniversary of the Museum. Manager of Housing and Community Development Fragoso was congratulated for her receipt of the Diversity Award from the San Mateo County Hispanic Chamber of Commerce. Announcements were made regarding upcoming events including a SamTrans Public Hearing that would be held in February or March pertinent to changes to local bus routes. Specific items for further action and/or consideration were set forth as follows: Mayor Garbarino requested that the meeting be adjourned in honor of Betty Wolfe. Councihnember Mullin requested that the meeting be adjourned in honor of Ed McGovern, Sr. * 7:55 p.m.: Councilman Mullin left the Dais and Council Chambers at this time. CONSENT CALENDAR Motion to approve the Minutes of the meetings of August 15, 2012, October 17, 2012 and October 24, 2012. 2. Motion confirming payment registers for November 14, 2012. Reassignment of a Police Sergeant to Drug Enforcement Administration Task Force and addition of one vehicle to the Police Department fleet. Item not heard. REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 2 4. Resolution No. 88 -2012 awarding a Consulting Services Agreement to Harris & Associates of Concord, California, for the East of 101 Ramp Improvement Projects in an amount not to exceed $472,645. 5. Resolution No. 89 -2012 authorizing the acceptance of $55,000 in grant funding to support Project Read and amending the Library Department's 2012/2013 operating budget. 6. Resolution No. 90 -2012 approving an interlocal contract for cooperative purchasing of goods and services with the Houston - Galveston Area Council (H -GAC) Membership and authorizing the City Manager to execute the contract. 7. Resolution No. 91 -2012 accepting Genentech's Master Plan Urban Design Improvement, approving the Funding Agreement for Public Improvement and the Landscaping Maintenance Agreement, and authorizing the City Manager to execute the Agreements. Motion— Councilmember Matsumoto /Second- Councilmember Addiego: to approve Consent Calendar Items Nos. 1, 2, and 4 -6. AYES: Councilmembers Addiego and Matsumoto, Vice Mayor Gonzalez and Mayor Garbarino. NOES: None. ABSTAIN: None. ABSENT: Councilman Mullin. Item 7: Senior Engineer Bautista presented the staff report recommending that Council adopt a resolution accepting Genentech's Master Plan Urban Design Improvement and approve the Funding Agreement for public improvement and the Landscaping Maintenance Agreement and authorizing the City Manager to execute the Agreements. Council adopted the Genentech Facilities Ten Year Master Plan on March 28, 2007. The Plan outlines goals and policies regarding Genentech's land use, urban design, transportation and parking and utilities during its campus expansion. The Master Plan includes an implementation program that sets forth the improvements and public amenities obligations Genentech must satisfy under the Master Plan, along with associated implementation triggers. The implementation program identifies improvements in the City's right -of -way that require City Council approval. The current approval relates to the addition of Class II bicycle lanes along Forbes Blvd. from the intersection of Forbes and Allerton to the terminus of Forbes. Mark Coti with UPS agreed bike lanes should be placed on Forbes Blvd.; however, he expressed serious concerns about restricting traffic lanes from two (2) to one (1). He noted that 40 foot trailers common to UPS' business have to make right hand turns onto Gull at that location, which could prove to be problematic. He fiirther noted that UPS actually installed the street as part of its use permit years ago. He believed addition of the bike lanes in the proposed manner would create unsafe conditions for motorists. Patrick Taylor of UPS expressed similar concerns. He noted that UPS traffic needs to make a left hand turn into the UPS facility and cue up for phone entry. With one lane, this would block significant traffic on Forbes. REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 3 Councilwoman Matsumoto stated her belief that UPS had signed off and agreed to this project. She was hopeful that its concerns could be addressed, however she supported the project. She questioned whether the landscaping would be performed by the Parks and Recreation Department or contracted out. Senior Engineer Bautista advised Genentech funding would cover the landscaping, which would be contracted out. He further noted that staff and Genentech had met with UPS and reviewed the plans. Genentech had a consultant review the truck turning radius issue along all of Forbes Blvd. Vice Mayor Gonzalez expressed some concern about going from 2 lanes to 1 on Forbes Blvd. However, he was not against the project, because it would beautify the area and make it more bicycle friendly. He disclosed that he met with Ms. Hogan, Senior Manager of Local Government Affairs for Genentech. Councilman Addiego commended the concept and the proposed landscaping enhancement. He expressed concern over the issues at Gull drive related to UPS' business. He queried the UPS representatives about the precise issue with respect to trucks cueing up onto Forbes. Mr. Taylor of UPS advised the trucks cue up after making the left turn and will stage onto Forbes Blvd. Presently, the trucks are able to stage in the yard, but a restriction to 1 lane would limit this. Councilman Addiego noted the trucks should not be cueing up onto Forbes and expressed support for the proposal. Mayor Garbarino disclosed he had with Ms. Hogan from Genentech. He supported the proposal as it was a positive improvement in the area. Councilwoman Matsumoto disclosed she had met with Ms. Hogan of Genentech. Councilman Addiego disclosed he had met with Ms. Hogan of Genentech. Motion— Vice Mayor Gonzalez /Second- Councilwoman Matsumoto: to approve Consent Calendar Item No. 7. AYES: Councilmembers Addiego and Matsumoto, Vice Mayor Gonzalez and Mayor Garbarino. NOES: None. ABSTAIN: None. ABSENT: Councilman Mullin. LEGISLATIVE BUSINESS 8. Resolution No. 92 -2012 making findings as a Responsible Agency for Adoption of Chapter 8.64 of the South San Francisco Municipal Code regarding reusable bags; and waive reading and introduce an ordinance adding Chapter 8.64 to the South San Francisco Municipal Code regarding reusable bags. Assistant to the City Manager Kennedy presented the staff report recommending approval of a Resolution making findings as a Responsible Agency for Adoption of Chapter 8.64 of the South San Francisco Municipal Code regarding reusable bags; and further recommending that Council waive reading and introduce an Ordinance adding Chapter REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 4 8.64 to the South San Francisco Municipal Code regarding reusable bags. Since April of 2011, Council and City staff have been promoting the voluntary use of bags and have held several public meetings regarding this issue. Through public meetings and input on the subject, it became clear that affected grocers and retailers preferred a regional approach to the issue. Council held a study session earlier this year, and based upon County efforts on this item, including the performance of an environmental impact report, decided to move under the umbrella of San Mateo County's leadership on the issue yielding a regional approach. The EIR was adopted by the County's Planning Commission and Board of Supervisors. The proposed ordinance may be adopted by 18 cities in San Mateo County and 6 in Santa Clara County and would prohibit the free distribution of paper and plastic single use carry out bags by all retail outlets in South San Francisco. It would further require a 10 cent charge per such bag payable by the consumer until December of 2014. The fee would increase to 25 centsibag after that time. The ordinance does not apply to restaurants or nonprofit charitable resellers. The proposed ordinance and regional approach would yield consistency in enforcement. Council and staff received letters and emails in support of the ordinance from the San Mateo Save the Bay and Californians Against Waste groups. South San Francisco would be the first City in San Mateo County to mobilize to adopt the ordinance and many other cities have the ordinance on projected agendas throughout the rest of the year. Vice Mayor Gonzalez questioned the exceptions for restaurants and nonprofit resellers. Assistant to the City Manager Kennedy advised that in developing the proposed ordinance the County considered this category and determined there were health risks associated with using reusable bags and/or containers to transport food. Regarding nonprofit resellers, Dean Peterson of San Mateo County advised that many of the resellers already have policies pertinent to reusable bags that are stricter than the ordinance, which is why they were specifically exempted. Vice Mayor Gonzalez stated support for the ordinance, although he thought restaurants should not be excluded. He commented on the plethora of plastic bags observed clogging storm drains when Colma Creek clean-ups are performed. Councilwoman Matsumoto noted that Goodwill Store charges 25 cents per bag if customers do not bring reusable bags when purchasing merchandise. She further commented on the savings in EIR costs based upon adoption of the County proposed ordinance. She queried plans for outreach to local businesses. Assistant to the City Manager Kennedy advised the Finance Department would place the information in business license renewals in January, the Chamber of Commerce would be contacted and inform its members of the change, and staff would do further outreach to businesses and the public via city information portals. Motion— Councilwoman Matsumoto /Second- Councilman Addiego: to approve Resolution No 92 -2012. AYES: Councilmembers Addiego and Matsumoto, Vice Mayor Gonzalez and Mayor Garbarino. NOES: None. ABSTAIN: None. ABSENT: Councilman Mullin. Motion— Councilman Addiego /Second- Councilwoman Matsumoto: to waive reading and introduce an ordinance adding Chapter 8.64 to the South San Francisco Municipal Code REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 5 regarding reusable bags. AYES: Councilmembers Addiego and Matsumoto, Vice Mayor Gonzalez and Mayor Garbarino. NOES: None. ABSTAIN: None. ABSENT: Councilman Mullin. PUBLIC HEARING 9. Britannia Modular Labs 3 Bayside Area Development LLC /Owner /Applicant 328 Roebling Rd. P07- 0077:UP07- 0011,DR07 -0050, SIGNS09 -0034, DA12 -0001, TDM07 -0004, PM12 -0001 & ND07 -0002 Resolution Approving a Use Permit, Design Review, Master Sign Permit, Preliminary TDM Plan, and Parcel Map; to demolish existing buildings totaling 79,504 sf and construct two 2 -story office/R &D buildings totaling 105,536 sf on a 2.97 acre site, with a combination of at -grade and subterranean parking at a reduced ratio of 2.7 spaces per 1,000 sf, at 328 Roebling Road in the Business Technology Park (BTP) Zone District, in accordance with SSFMC Chapters 19.48, 19.60, 20.110, 20.330, 20.360, 20.400, 20.480 & 20.490; resolution adopting a Mitigated Negative Declaration; and waive reading and introduce an ordinance approving a Development Agreement. Public Hearing Opened at 8:28 p.m. Principal Planner Beaudin presented the staff report recommending that Council follow the recommendation of the Planning Commission and : 1) adopt a Resolution making findings to certify Mitigated Negative Declaration ND07 -0002; 2) adopt a Resolution making findings and incorporating Conditions of Approval to approve Planning Application P07- 0012, including Use Permit UP07 -0011, DR07 -0050, SIGNS09 -0034, TDM07 -0004, and PM12- 0001; and 3) approve a motion waiving reading and introducing an Ordinance approving Development Agreement DA12 -0001. Principal Planner Beaudin provided a PowerPoint presentation detailing the proposed projects located on Roebling Road at the eastern corner of East Grand Avenue. He noted that the site is sloped, with the rear being roughly 23 feet higher than the frontage on East Grand Avenue. The existing site is comprised of three separate parcels, each including an office /warehouse building. These buildings are proposed for demolition as part of the project. In their place, the applicant proposes to construct two 52,768 square foot Office/Research and Development buildings over a single level parking garage. A comprehensive landscape plan is included as part of the project, including outdoor amenities and an entitlement improvement for the former rail right -of -way that abuts the properties. The proposal thus implements the General Plan by adding usable pedestrian and bike trails. The environmental consulting firm of Lamphier- Gregory prepared a Mitigated Negative Declaration for the project in accordance with the California Environmental Quality Act (CEQA). The Mitigated Negative Declaration identified several potential impacts related to air quality, geology and soils, hazardous materials, hydrology and water quality, noise and traffic and identified mitigation measures designed to reduce all identified impacts to a less than significant level. Three comment letters were received related to project phasing and traffic mitigation measures. A response memo was prepared addressing all comments received. Mike Swofford of HCP, Inc. addressed Council. He noted that in addition to entitling and developing projects, HCP is committed to responsible leasing and operating. HCP is committed to South San Francisco and has made a substantial property investment in the area. Mr. Swofford described the project as being a continuation of the modular concept. Further, it was expected that the buildings would be occupied by at least 1 -4 growing REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 6 companies. He noted the project's variety of other added benefits including, infrastructure improvements in the east of 101 area, enhancement of the rails to trails program and a LEED Silver certification. Tom Gilman, a Principal at DES Architects and Engineers, also addressed Council on behalf of the applicant. Mr. Gilman noted the project was planned on a relatively small 3 acre site, but was 'designed to maximize the use of the space. He opined that the slope of the property presented a great opportunity to create a stepped -down parking area beneath the buildings. Accordingly, almost 50% of the parking for the project would be under the buildings. Twenty percent of the site would be landscaped area, and bio- retention areas for storm water would be included. Mr. Gilman then displayed a number of slides showing plans for the buildings. Mayor Garbarino invited public comment on the project. Mr. Nack representing the Building and Construction Trade Council of San Mateo County encouraged Council approval of the project. He stated that HCP is committed to hiring high skilled union construction workers. He further noted HCP typically employs local workers and pays fair wages. Mr. Nack also noted support for the project specified at Item No. 10. Dan Campbell with Sheet Metal Workers Local 104 joined Mr. Nack's comments. He applauded the work of developers like HCP, who will put young men and women from South San Francisco to work. Mr. Campbell also noted support for the project specified at Item No. 10. Councilwoman Matsumoto requested correction of an error in language in the Development Agreement relative to the childcare impact fee. Staffagreed. Councilwoman Matsumoto questioned whether submission of a fire emergency exit plan could be required. Fire Chief White advised that Fire Prevention Plans are required to be filed during construction and once occupied. Councilwoman Matsumoto further commented on her appreciation of the building designs. Regarding landscaping, she requested use of California Native Species, low flow irrigation systems and drought tolerant plants. She further requested that Hopseed and Agapanthus plants be avoided due to their overuse in the area. Councilman Addiego requested additional information regarding the rails to trails network - specifically the security of trail. Principal Planner Beaudin responded that all participants in development of the rails to trails segments have a vested interest in the security of the program and have worked with staff to implement lighting and other security measures. REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 7 Councilman Addiego commended HCP for investing in development east of 101 and for employing union workers. Vice Mayor Gonzalez questioned the number of onsite parking spaces. Principal Planner Beaudin responded that there would be 288 onsite parking stalls. Mayor Garbarino commended HCP for its presentation of such a wonderful project. Vice Mayor Gonzalez and Mayor Garbarino respectively disclosed meetings with Jonathan M. Bergschneider Executive Vice President, Life Science Estates for HCP, Inc. Public Hearing closed: 9:09 p.m. *9:09 p.m. Councilman Mullin returned to the Council Chambers and Dais. Councilman Mullin noted he had read the materials in the Council packet on this item and felt capable of voting on the matter. City Attorney Mattas advised Councilman Mullin that during the course of the Public Hearing, two gentleman representing trade councils spoke in favor of the project. Motion— Councilman Addiego /Second— Vice Mayor Gonzalez: to approve Resolution No. 93 -2012. Unanimously approved by voice vote. Motion— Councilwoman Matsumoto /Second— Councilman Addiego: to approve Resolution No. 94 -2012. Unanimously approved by voice vote. Motion— Vice Mayor Gonzalez /Second— Councilwoman Matsumoto: to waive reading and introduce an Ordinance approving a Development Agreement with Bayside Area Development, LLC for two 2 -Story Office/R &D Buildings located at 328 Roebling Road. Unanimously approved by voice vote. Recess: 9:15 p.m. Open Session resumed: 9:25 p.m. 10. Britannia Forbes Research Center HCP /Owner /Applicant 494 Forbes Blvd. P06- 0025: UP06 -0009, DR06 -0021, TDM06 -0001, DA12 -0002 & EIR06 -0001 Resolution Approving a Use Permit, Design Review, Preliminary TDM Plan, to construct two new office/R &D buildings (one 4- and one 5- stories) totaling 326,020 sf and a 3 -level parking structure on a 7.48 acre site in the Business Technology Park (BTP) Zone District, and a request for a Waiver and Modification related to garage rooftop landscaping, in accordance with SSFMC Chapters 19.60, 20.110, 20.330, 20.4009 20.480, 20.490 & 20.510; resolution certifying an Environmental Impact Report and waive reading and introduce an ordinance approving a Development Agreement. Public Hearing opened: 9:26 p.m. REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 8 Principal Planner Beaudin presented the staff report recommending that Council follow the recommendation of the Planning Commission and : 1) adopt a Resolution making findings, including a Statement of Overriding Considerations, and certifying EIR06 -0001; 2) adopt a Resolution making findings and incorporating Conditions of Approval to approve Planning Applications P06 -0025, including Use Permit UP06 -0009, Design Review application DR06 -0021, and Preliminary Transportation Demand Management Plan TDM06 -0001; and 3) approve a motion waiving reading and introducing an Ordinance approving Development Agreement DA12 -002. Principal Planner Beaudin noted that the former building on this site was demolished in 2006. Since then, the 7.5 acre site has been vacant. The project site is located on the southwest corner of Allerton Avenue and Forbes Blvd. and would include construction of two new office /research and development buildings totaling 326,020 square feet, a three level parking structure and limited surface parking areas. The proposed parking structure includes 848 spaces. The requested entitlements are a conditional use permit, Design Review approval, a Transportation Demand Management Plan and Development Agreement. The Environment Impact Report was prepared to analyze the environmental issues associated with the proposed project. The EIR impacts were found to be significant and unavoidable. Consequently, certification of the EIR will require adoption of a statement of overriding considerations, indicating that the benefits of the project outweigh the unavoidable adverse effects. Four comment letters were received pertinent to the EIR during the latest review period. Responses to the comments received were included in the Final EIR. The Development Agreement on this project includes a rails to trails enhancement, possible transit opportunity sites, TDM monitoring and various impact fees. The Planning Commission reviewed the proposed project at its October 4th meeting and unanimously recommended moving forward. Mike Swofford of HCP, Inc. introduced the project noting that HCP acquired the site in 2004. The site is currently vacant land and is proposed for development as a small research and development campus with large buildings. The project would accommodate a range of possible tenants, including growing companies. The project is targeted as LEED silver. Dawn Jedkins of DES Architects & Engineers provided a PowerPoint presentation depicting renderings of the proposed project. She highlighted changes to the design made in response to Planning Commission commentary. She noted the plans included a centralized urban plaza and connectivity to transit. Regarding landscaping, she stated the developer was committed to maintaining as much of the mature landscaping presently in the area as possible, including preservation of certain pine trees. She next presented slides of renderings depicting the parking garage, which included significant setbacks. Councilwoman Matsumoto commented on the trellising in some of the depictions. Ms. Jedkins confirmed vines were intended to grow upon these structures. She also advised she had taken note of the Councilwoman's request that California native plants be utilized and that Agapanthus and Hopseed plants be avoided. Vice Mayor Gonzalez questioned whether plug -ins for electronic cars were included in the parking structure. He further questioned why solar panels were not proposed for the roof of the parking structure. REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 9 Mr. Swofford stated that plug -ins for electronic cars could be considered. Regarding solar panels on the garage, Ms. Jedkins advised it was likely not feasible based on building structure and area. Councilman Addiego commended HCP for pursuing this project in the City. Public Hearing closed: 10:06 p.m. Motion— Councilwoman Matsumoto /Second— Councilman Mullin: to approve Resolution No. 95 -2012. Unanimously approved by voice vote. Motion— Vice Mayor Gonzalez /Second— Councilwoman Matsumoto: to approve Resolution No. 96 -2012. Unanimously approved by voice vote. Motion— Councilman Addiego /Second— Vice Mayor Gonzalez: to waive reading and adopt an Ordinance approving a Development Agreement with HCP Forbes, LLC for two Office/R &D Buildings (one four and one five stories) located at 494 Forbes Boulevard. Unanimously approved by voice vote. ADMINISTRATIVE BUSINESS 11. Grocery Store /Superstore Zoning Amendment - Presentation on the economic impact analysis evaluating the impact of superstores on grocery stores in the community and broader market area; and a request for Council direction regarding further consideration of a zoning amendment and the related environmental review. Principal Planner Beaudin presented the staff report recommending that Council consider options related to a zoning ordinance amendment and associated environmental analysis and provide direction to staff. He recounted that during a Special Meeting in August, council directed staff to study the impacts a superstore, which includes a full- service grocery component, might have on South San Francisco's current and future grocery market. Council further directed staff to consider a zoning ordinance amendment which would prohibit or otherwise restrict the number of superstore sites, such that traditional grocery stores are not adversely affected. Based on this direction, staff retained two consultants. The first, Seifel Consulting, was requested to identify the potential economic impacts of a new superstore in South San Francisco. The second, Ascent Environmental was retained to prepare an initial Study which would identify CEQA topics that might need to be addressed, should Council decide to pursue a zoning ordinance amendment to prohibit or regulate superstore grocery uses in any fashion. Seifel's work is completed and the environmental impact analysis by Ascent is only necessary if Council directs staff to move forward with a zoning ordinance text amendment. At this time, Principal Planner Beaudin presented Council with the following options related to a zoning ordinance Amendment: 1) zoning amendment to prohibit or otherwise restrict the number of superstore sites in the City; 2) zoning amendment to remove all grocery uses from the east of 101 Area; 3) do nothing. Marie Munson and Nick Cranmer from Seifel Consulting presented a brief overview of the results of the economic impact study. They noted that overall there could be an average of 5 to 9 percent decline in grocery sales that would be diverted to a potential superstore. REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 10 Based on anticipated growth in the Community Market Area around the superstore in the next five years, a superstore would not likely be the sole contributing factor to the closure of a grocery store. However, the presence of a superstore could exacerbate continued decline of a store that is already experiencing declining or low sales volume. Grocery stores within 2 miles of a superstore are likely to experience the greatest impact. Characteristics of grocery stores that are likely to make them more resilient to the competition posed by a potential superstore include grocery stores with a specialized customer base, discount product offerings, neighborhood convenience, high customer loyalty and the ability to absorb sales losses through contraction and diversification of private labels. Resident Stacey Turpin addressed Council. She advised that she is and has been employed by Walmart.com for sometime. She noted all of the benefits the Company bestows upon its employees, including a reduced schedule upon the birth of a child, payment to work as a volunteer in the community and volunteer matching. She noted the company is very active in the Junior Achievement Program at Spruce School. She father provided examples of Wal -Mart's charitable giving. She opposed any action that would prohibit a Wal -Mart store from opening in South San Francisco. Alex Delxis, Interim Director of the Hispanic Chamber of Commerce for San Mateo County also spoke against any action prohibiting grocery superstores. He noted such stores increase competition, help local businesses improve and bring in more tax revenue. He observed demand is not static. Competition creates more demand and brings in people from other places to spend on local businesses as well as increase the overall productivity of the City. Rich Heges a UFCW member and community advocate noted that the location of the current Lowe's store is very difficult to get in and out of. He commented that the introduction of a large superstore in that area would create problems for efforts to improve transportation service in the City. It would fiuther adversely affect the City's ability to impact future improvements to the transportation corridor. Resident SL Razzandy spoke in favor of Superstores such as Wal -Mart. She stated it is troublesome that she has to drive to Mountain View to shop there. She commented that a lot of residents would benefit from the value pricing at Wal -Mart and noted the City would generate tax revenue from such a store. Councilman Mullin thanked the speakers for attending and for stating their positions. He noted he has made it known that he would not support a Wal -Mart coming to South San Francisco for a variety of reasons. However, the real issue confronting Council this evening is one of controlling the City's land use destiny and the economic impact on the residential west side of South San Francisco. He commented on the letter from the owners of the current Lowe's location indicating that Lowe's is not currently in negotiations concerning purchase of the lease. Despite that, he has received calls from a Wal -Mart lobbyist and other representatives. He questioned whether staff had additional information as to the actual status of the Lowe's property. He further commented that the Lowe's store is in the Caltrain area, which is a critical piece of the City's development future. He wanted to make certain that future Councils have some control over what happens in that critical transit corridor of the City. REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 11 Vice Mayor Gonzalez stated he needed more information prior to malting a decision with respect to which of the options to direct staff pursue. Councilman Addiego thanked Ms. Turpin for sharing the positive comments regarding her employer. He noted that from an economic standpoint, the comments by Rich Heges were significant. He noted the addition of another superstore could have a devastating impact on smaller retailers in the City. Councilwoman Matsumoto commented that the City would benefit from the additional employment a superstore might bring. Staff replied that 300 associates might be expected to be employed. Councilmembers discussed not having enough information to make a decision with respect to any of the options. It was further observed that hopes for improvement related to any of the west of 101 grocery stores would be diminished by the addition of another superstore. Given the need for additional EIR work, Councilman Mullin questioned whether a temporary moratorium on superstores was plausible. In response to alternatives provided by City Attorney Mattas, Council determined that it was most interested in pursuing a Moratorium public hearing that could be noticed and placed on the Council's next regular meeting agenda of December 12, 2012. Mayor Garbarino opined that grocery stores belong in the residential part of the City and was in support of considering a moratorium at the next Regular City Council meeting. Councilmembers agreed and directed staff accordingly. It was further decided that Council would wait until its next Regular Meeting to provide direction with respect to going forward with environment review. 12. Discussion pertaining to options and procedures for filling the Council seat scheduled to be vacated by Councilman Mullin due to his expected assumption of Office in the State Assembly on December 3, 2012. City Attorney Mattas addressed Council advising that with Councilman Mullin's expected resignation from the City Council as of December 3, 2012 to assume office in the California State Assembly, Council would have three options for filling the vacancy: 1) appoint a qualified resident for the remainder of his term; 2) appoint a qualified resident in the interim until the time a special election might be held; 3) set a special election for the seat. If Council chose to go the route of appointment, an appointment would have to be made within 30 days of Councilman Mullin's resignation. Councilwoman Matsumoto expressed interest in pursuing the appointment process. REGULAR CITY COUNCIL MEETING NOVEMBER 14, 2012 MINUTES 12 Vice Mayor Gonzalez noted that he would not be in favor of appointing someone to the full three year term, but might consider interim appointment or outright special election. Councilman Addiego expressed interest in soliciting applications for appointment to survey interest in the position. He suggested that Council reserve a decision on whether to consider appointment until its next meeting once applications had been received. Councilmembers directed staff to issue a notice soliciting interest in the Office of City Council and report back as to the status of applications at the December 12, 2012 regular meeting. At that time, it would make a determination as to whether to set meetings for interviews /appointment during the week of December 16, 2012. Council further directed that the City Clerk include the following 3 questions in the application: What do you view as the greatest issue presently confronting the City Council of the City of South San Francisco? What in your background will best prepare you to function as an elected official? What do you perceive the roll of a City Councilmember to be? COMMUNITY FORUM None. ADJOURNMENT. Being no further business, Mayor Garbarino adjourned the meeting at 11:24 p.m. in honor of Betty Wolfe and Ed McGovern, Sr. Submitted: Jdi to Joy M 'nellil� City ity of South San Francisco REGULAR CITY COUNCIL MEETING MINUTES 13 Approved: Pedro Gonzalez Mayor, City of South San Francisco NOVEMBER 14, 2012 SPECIAL MEETING CITY COUNCIL AND THE SUCCESSOR AGENCY TO THE C9LIFOR�A REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: CITY HALL LARGE CONFERENCE ROOM 400 GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080 MONDAY, NOVEMBER 26, 2012 12:00 P.M. 1. Call to Order. Time: 12:06 p.m. 2. 3. 4. City Council Roll Call. Successor Agency Roll Call *. Agenda Review. No changes. Present: Councilmembers Addiego and Matsumoto, Vice Mayor Gonzalez, and Mayor Garbarino Absent: Councilman Mullin. Present: Boardmembers Addiego and Matsumoto, Vice Chairman Gonzalez, and Chairman Garbarino. Absent: Boardmember Mullin. *For purposes of these minutes the Council titles will be used to refer to Agency members. 5. Public Comments — comments are limited to items on the Special Meeting Agenda. 106"# - 6. Closed Session: Conference with Legal Council - Existing Litigation (Pursuant to Government Code 54956.9(a)) Metwally v. South San Francisco Successor Agency. Closed Session entered: 12:09 p.m. Open Session resumed: 12: 38 p.m. Report out of Closed Session: The Successor Agency and City Council approved a tentative settlement with the plaintiffs subject to approval by the Oversight Board and the Department of Finance. 6. Adjournment. Being no further business, Mayor Garbarino adjourned the meeting at 12:39 p.m. Submitted: J. Martin C1 Succes rye cy of City of South San Francisco Submitted: < a J. Martinel ', City lerk City o an Francisco Approved: Pedro Gonzalez, Chairman Successor Agency of the City of South San Francisco Approved: Pedro Gonzalez, Mayor City of South San Francisco SPECIAL CITY COUNCIL & SUCCESSOR AGENCY MEETING NOVEMBER 26, 2012 MINUTES Page 2 r , MINUTES ' SPECIAL MEETING Installation and Reorganization CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 (650) 877 -8518 Meeting held at: Municipal Services Building 33 Arroyo Drive South San Francisco, California 94080 TUESDAY, NOVEMBER 27, 2012 1. Called to Order: 7:12 p.m. 2. Roll Call: Present: Councilmembers Addiego, Matsumoto and Mullin, Vice Mayor Gonzalez and Mayor Garbarino. Absent: None. 3. Post Colors - South San Francisco Police 14'xplorcrs. Colors were honorably and duly posted by the South San Francisco Police Explorers. 4. Pledge of Allegiance. Lcd by Councilman Mullin. 5. Introduction of Elected Officials. Mayor Garbarino introduced the elected officials and /or their representatives that were in attendance at the meeting. 6. Public Comments - comments were limited to items on the Special Meeting Agenda. Representative for Congresswoman Jackie Speicr, Mark Nagales, made a presentation to Councilman Mullin in recognition of his work on the South San Francisco City Council and in honor of his election to the California State Assembly. Hon. State Senator Leland Yee made a presentation to Councilman Mullin in recognition of his work on the South San Francisco City Council and in honor of his election to the California State Assembly. 7. Mayor declares the purpose of the meeting. Mayor Garbarino declared the purpose of the mec mg was to reorganize the South San Francisco City Council. 8. Reorganization of the City Council a. Remarks of Outgoing Mayor Mayor Garbarino delivered outgoing remarks. b. Nominations for Mayor; close of nominations; appointment Motion— Councilwoman Matsumoto /Second Councilman Addiego: to nominate and appoint Hon. Pedro Gonzalez to serve as Mayor in the City of South San Francisco. Unanimously approved by voice vote. C. Nominations for Mayor Pro Tem; close of nominations; appointment Motion— Councilman Addiego /Second— Mayor Gonzalez: to nominate and appoint Hon. Karyl Matsumoto to serve as Mayor Pro Tem of the City of South San Francisco. Unanimously approved by voice vote. d. Oaths of Office administered to incoming Mayor and Mayor Pro Tem. Oaths of Office were administered as follows: Elected Official Sworn in By: Mayor Pro Tem Hon. Karyl California State Senator Hon. Leland Yee Matsumoto Mayor Hon. Pedro Gonzalez San Mateo County Supervisor Hon. David Pine e. Incoming Mayor's Remarks. Mayor Gonzalez delivered remarks. 9. Presentation to Outgoing Mayor. Councilman Garbarino was presented with gifts from the Council. 10. Presentation to Councilman Mullin in recognition of his status as California State Assemblyman Elect representing District 22. Councilmembers congratulated Councilman Mullin on his election to the California State Assembly and thanked him for his dedicated service on the Council. SPECIAL CITY COUNCIL MEETING NOVEMBER 27, 2012 MINUTES PAGE 11. Adjournment. Being no further business, Mayor Gonzalez adjourned the meeting at 7:55 p.m. Submitted by: City City Approved: Pedro Gonzalez, Mayor City o£ South San Francisco SPECIAL CITY COUNCIL MEETING NOVEMBER 27, 2012 MINUTES PAGE Listing of City Payments for Council Review I certify that the payments shown on this payment register are accurate and sufficient funds were available for payment.` DATED 12/7/2012 5 ANCE DIRECTOR *Note: Items below do not include payroll related payments Checks: Date 11/14/12 11/19/12 11/26/12 11/28/12 12/03/12 12/05/12 Electronic Payments: Date 11/09/12 Total Payments $ Amount 520,879.23 273,006.19 588,405.83 485,667.56 256,162.08 386,626.42 Amount To 4,000.00 Neopost 2,5149747.31 Description Citywide Postage Meter Replenishment n # O) N O V m N O N m o U mm m w m w 2 N N N N a � U CL uj 0 r000 0) LO # M ° M Or N r > O V N V Z r000 m V m J 0] Z = N O (7 'C000 F O W N Q� N N 0' 0' W W Z v m z O w Z Z U C Q O D =O N K U Z Z Z U U co > > C �`r N p 0'' LL LL U p Q O K O L N U_ UU) Z Q Z 0 > / W ¢ W p w� Z p K LL K 0 J F N z 0 0 0 0 N O O m N m (L 2 r000 Q W M U CL p z U ¢ Q J U) O co z N a cn 2� N X (D < w m w w G� p > 0 Z W = } Q Q ° m _ N Z z W W ~ LLI O J ❑ > } V Z a W U U) 06 > 0 d [if K w a` O O m m N N m � W U) Lou U co � U U) Of W W aO C) U O O O 2 2 00 00 LL LL 00 a d M N m N N m M M r U W J a IL U) U W U E LL O U U Q h W k W O 2 O a d N w d U w z uj u ~ O W y fA F Q U W M J o ❑ Z CL O U W U W U 0 a m H r� aGi a U J J w w Q 0 Z 0 U J F Q Z U LL o � o � O U) Li U a a d N v �, a N N N N O O � y L c6 P r n N N a V fq r N M ) 0 0 to 0 0 0 0 0 0 0 0 0 U U Q h W k W O 2 O a d N w d U w z uj u ~ O W y fA F Q U W M J o ❑ Z CL O U W U W U 0 a m H r� aGi a U J J w w Q 0 Z 0 U J F Q Z U LL o � o � O U) Li U a a d N v �, a N N N N O ON P r r r N r N M ) 0 0 0 0 0 0 0 0 0 0 0 0 m m m m m m m m m m m m m m m m m O V V V V V V V N V V W m N N N N N N N N N N N N N N N N N T000 N O m CT 0 CL M w N W W U N p Z m W Z) N U W J N Z w Q Q U LL Z y Q U U ° Of ~ w K 5 LL W O W W W w W w W W W W W(D U w > W O > Q_ > > > > > > > > > _ U > ¢ > > > > > > > U W:D U W= W W W W W W W W W W U Foo U U) .6 Z U U U U U U U U U U U Z W W � U W CC W w' no K Q' 0' K R' 0' LL' O J J W H W Z W w W W W w W W W 2 W W F-W z h0ainm Q¢ Q= Q Q Q Q Q Q Q Q Q p Q Q O U LL 3: LL��� J (7 m M m ^ m m N N m V N M m m M O M r m m M f` m O N m r000 m 0 Cl) m V V c6 L6 M m M' n m m M N m r O p M m V m 0 V N r O N N m m M O V V V r V � M3 W CL Q D Z F (9 Z Z U J Z OU d flo Q K w z w ° > > Q z LL 2 Z C� w U aQ o F-Q ww w 4oZ. 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2 U U U N z Y K E W Z z W U O o LU w M O ro w Z U Q 0 m m 0 0. m J x w o ❑ Z W a < 07 a x 2� U U Z O O Q Y J J w LL J Z U LL LU LL ❑ m LL O O m 9 m Z) O o 0 0 0 0 0 0 j 0co W2 m m m m m m m m af U W O N y O U y O O O O O O a LL _O ❑ O _ _ _ _ _ _ z LL O n O D 7 0 D D D LL O Q m Q m Q Q Q Q Q Q x r W M M N a (D O m m N W N m m m 0 1 W O M V' N V d' N 1 N< 0< M N r.: O 6 6 c6 O h 6 N M O N N N< NI�r IT M m 0 M 0 O W N N N< I {t N N O C qt < M < Itr N < CO 2 W } U z W IL IL w O U z Q m U 7 U F Z z LL w Z) 5 O r x f a O H U W U Z J LU }? 2 U N z Y K E W Z z W w O o LU w M m ro Z U Q 0 m 0. m J x w o ❑ W < W O 2� U U Z O O Q Y J p J LL J Z U LL LU ❑ m LL O O m 9 m 2 W } U z W IL IL w O U z Q m U 7 n O M N N m m IL LV 0 N O c O v c IL` 0 N Y U W S U u W U 0 z Z O F a K U w w ❑ W U O 2 z Z 0 Q W U O z w Q Z K O z w > n n n n n n n n N N N N W W O W N N N N n n N W N i N N N I Z +tee a co 00 « Itt N U) In W W W W W W W W W N n n n W W W W W W W W W a 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N� N N N N N N N N N N N N N N N U 88888888YJ888UU N n n n n N N N N N W W W W W N N N N N 11 ). r i n n n n n n n n N N N N W W N co N N N N s W W N N a W m a N L� U) O W O N It W m O N O n n W W n n W N M N N N N M (D W W W 0 M M V V' a N N N N N N N N M M M M a It a N N N N N N N N N N N N N N N N N N It M N N N N N N N N N N N N N N N N N N U U U U U U U U U U U U U U U U U U N U U U U U U U U U U U U U U U U U U U) H � a U w Z ❑ Of Of Q H O K ❑ O LL = CL J J J co J J U) UU) UJ co Z Q O❑ Q. ❑ W W W W W W W W w W U U O J IL wwwwwwwww W acCw ❑ >2 >2 >2 >2 2 2 2 >x >x U U� m O z U` (7 d d>> >> >> m J Z F Z O O 0 C7 C7 c7 c7 c7 (7 C7 C7 C7 J Q U � w O 2 x 2 z z z z Z Z Z Z Z W� K O a m m z z z z z z z z z W w O x m Y Y ❑' Q' K K of Q' K K x Z Z LL X J O O W W W W W W W W W Q Y LL C J j >> J J J J J J J J J Z w X 0 �] LU O > >� > >LL Y Y Y Y Y Y Y Y Y Z w ¢❑¢ 3 O Q Q 0 0 0 0 0 0 0 0 0❑ z tY a U Of 000000000 t- > n n m m m m m m m m m< a o w LL 2� R' LL' LL' K 2❑ K 1 K K Q }= Q '� Q aLLaaaaILa- a - aaaa� ��aYa� Z Z Z Z Z Z Z Z Z Z Z Z Z Q- LL LL LL LL LL LL LL LL LL LL LL LL LL U W U U m m 2 2 2 2 2 2 2 2 2 2 x x S❑ }� 2 H H W to O W N M W O 0 N t0 In O N M OJ a0 0 7 N LL� W n t0 O W N V O r r M N O 2 F- W W j U K � aZ w Lu Q a IL m O J Y Q m a m e r z w a a a w K CY m J i w a m w G d a O (O O N N N J N O n Z 0 N 0 U LO W ~ N N_ Z z O a'a U M CL C O a 0 J O M" O N LL U� U 2 Y m U� C i ` O a) a O w N In O N O _1 a � N O N a� C N E T m a LV 0 N O c O v c IL` 0 N Y U W S U u W U 0 z Z O F a K U w w ❑ W U O 2 z Z 0 Q W U O z w Q Z K O z w > n n n n n n n n N N N N W W O W N N N N n n N W N i N N N I Z +tee a co 00 « Itt N U) In W W W W W W W W W N n n n W W W W W W W W W a 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N� N N N N N N N N N N N N N N N U 88888888YJ888UU N n n n n N N N N N W W W W W N N N N N 11 ). r i n n n n n n n n N N N N W W N co N N N N s W W N N a W m a N L� U) O W O N It W m O N O n n W W n n W N M N N N N M (D W W W 0 M M V V' a N N N N N N N N M M M M a It a N N N N N N N N N N N N N N N N N N It M N N N N N N N N N N N N N N N N N N U U U U U U U U U U U U U U U U U U N U U U U U U U U U U U U U U U U U U U) H � a U w Z ❑ Of Of Q H O K ❑ O LL = CL J J J co J J U) UU) UJ co Z Q O❑ Q. ❑ W W W W W W W W w W U U O J IL wwwwwwwww W acCw ❑ >2 >2 >2 >2 2 2 2 >x >x U U� m O z U` (7 d d>> >> >> m J Z F Z O O 0 C7 C7 c7 c7 c7 (7 C7 C7 C7 J Q U � w O 2 x 2 z z z z Z Z Z Z Z W� K O a m m z z z z z z z z z W w O x m Y Y ❑' Q' K K of Q' K K x Z Z LL X J O O W W W W W W W W W Q Y LL C J j >> J J J J J J J J J Z w X 0 �] LU O > >� > >LL Y Y Y Y Y Y Y Y Y Z w ¢❑¢ 3 O Q Q 0 0 0 0 0 0 0 0 0❑ z tY a U Of 000000000 t- > n n m m m m m m m m m< a o w LL 2� R' LL' LL' K 2❑ K 1 K K Q }= Q '� Q aLLaaaaILa- a - aaaa� ��aYa� Z Z Z Z Z Z Z Z Z Z Z Z Z Q- LL LL LL LL LL LL LL LL LL LL LL LL LL U W U U m m 2 2 2 2 2 2 2 2 2 2 x x S❑ }� 2 H H W to O W N M W O 0 N t0 In O N M OJ a0 0 7 N LL� W n t0 O W N V O r r M N O 2 F- W W j U K � aZ w Lu Q a IL m O J Y Q m a m e r z w a a a w K CY m J i w a m w G d a O (O O N N N J W O Z U) . y 0 U � W ~ � Z z O z CL w O a 0 J LL' LL 0 0 Z Z U 2 Y W Q ~ m a O w 0 O OX o w Q% � N LL W LL U Z W W � W N Q g O W ~ 0 Z Q w of W Ox U Z LL X w m LL m c U) 2 2 2 x r N D U Z H Q S U U 0 Z 0 U J m ❑ �C H V 0 LL a LL H ❑ U O w ❑ ❑ O O m 0 0 W Z j 0 0 U) O iw W Z Q ❑ O w W D U a O U U U ❑ ❑ W J ~ Z) O K 2 z Z wXO O Co LLJ K �0 d w W F ❑ H 2 O > LL LIJ W of U U) W 0 U U U U O O ❑ ❑ J 2 Z Ok U C W Cc O W 6 K C LL w LL ❑ LL U C O C O) rn N rn W N NI m N N N N n O `D N N U1 rn m a N 0 N 0 N C 'u v 0 Y U w x U W U O z z O F a_ K U M w ° W U O z z Z 7 0 a W U O z w a z x O a z N a ¢ O ¢ N N F- O N O � U N N N N 06 u� W .Y z U D m N U N U C z @ z oN O N W U co w C/) m U `- fn c C O N 0 m N N N N � C N N O O J V �_ N m N N N U � w N E — N N N N N N N N ac N N N N N N N N E CO ? 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W W U J 2 J J O zZ O O Z N N W N M O) N z N °n N N N IL M W � W 4: 0 N J J O zZ O O Z w m m m N z N N u7 OJ O IL W � W 4: 0 N Z O w Of Z (3 W LL Z J J_ N � � CL a n 0 O U) 2 w H } U) z w LLI a z a- § w Q OU Y w Q Qm U N 7 N b W M W N O N h N r e 0 a v a M n O' N N' tg z LU } a U J O O O O Z m m m m N N N N N 7 N b W M W N O N h N r e 0 a v a M n O' N N' tg z LU } a U J O O O O Z r m n W N O u7 OJ O W Q < � W 4: 0 N w N N O N 7 N b W M W N O N h N r e 0 a v a M n O' N N' tg z LU } a U J J W Z Z W Z Q < � W 4: ❑ LL LL (If J J = a a U) O O U) LL LL O H Q O IL J J J U) U) U) z z z C0 O O o na. J J J D co 0] 0] U) w N O N an0 N a N W W 0 d! ° M fy � a U LLI Q: Q v N o z a LU a o _ z ry O z w U h c] Z m a oC a E U Z 5 U o w x CL N z E F W ¢ Oz w w O 2 2 a N 7 N b W M W N O N h N r e 0 a v a M n O' N N' tg z LU } a U DATE: December 12, 2012 TO: The Honorable Mayor and City Council FROM: Barry M. Nagel, City Manager SUBJECT: CANCELLATION OF THE REGULAR CITY COUNCIL MEETING OF DECEMBER 26, 2012 It is recommended that the City Council, by motion, cancel the regular City Council meeting of December 26, 2012, BACKGROUND /DISCUSSION: The second regular meeting of the City Council in December falls in the midst of the holiday season. As a result, staff is recommending the cancellation of the City Council meeting on December 26, 2012. CONCLUSION: Cancellation of the December 26, 2012 City Council meeting will not have an adverse effect on City business. By. o Barry M. Nagel City Manager DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Susan Kennedy, Assistant to the City Manager SUBJECT: AN ORDINANCE ADDING CHAPTER 8.64 TO THE SOUTH SAN FRANCISCO MUNICIPAL CODE REGARDING REUSABLE BAGS RECOMMENDATION It is recommended that the City Council waive reading and adopt an Ordinance adding Chapter 8.64 to the South San Francisco Municipal Code regarding reusable bags. BACKGROUND/DISCUSSION The Council previously waived reading and introduced the following Ordinance. The Ordinance is now ready for adoption. AN ORDINANCE ADDING CHAPTER 8.64 TO THE SOUTH SAN FRANCISCO MUNICIPAL CODE REGARDING REUSABLE BAGS (Introduced on 11/14/ 2012; Vote: 4 -0) By: Approved\ Susan E. Kennedy arry M. Nagel — Assistant to the City Manager City Manager Attachment: Ordinance 2008524.1 ORDINANCE NO, CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA AN ORDINANCE ADDING CHAPTER 8.64 TO THE SOUTH SAN FRANCISCO MUNICIPAL CODE REGARDING REUSABLE BAGS NOW THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1. AMENDMENT The City Council hereby adds Chapter 8.64 "Reusable Bags" to the South San Francisco Municipal Code to read as follows: Chapter 8.64 Reusable Bags 4.114.010 Findings and Purpose 4.114.020 Definitions 4.114.030 Implementation Date 4.114.040 Single -use Carry-out Bag 4.114.050 Recordkeeping and Inspection 4.114.060 Administrative Fine 4.114.070 Severability 4.114.080 Enforcement 4.114.010 Findings and Purpose The City Council finds and determines that: (a) The use of single -use carryout bags by consumers at retail establishments is detrimental to the environment, public health and welfare. (b) The manufacture and distribution of single -use carryout bags requires utilization of natural resources and results in the generation of greenhouse gas emissions. (c) Single -use carryout bags contribute to environmental problems, including litter in stormdrains, creeks, the bay and the ocean. (d) Single -use carryout bags provided by retail establishments impose unseen costs on consumers, local governments, the state and taxpayers and constitute a public nuisance. This City Council does, accordingly, find and declare that it should restrict the use of single use carry -out bags. -1- 4.114.020 Definitions "Customer" means any person obtaining goods from a retail establishment. "Garment Bag" means a travel bag made of pliable, durable material with or without a handle, designed to hang straight or fold double and used to carry suits, dresses, coats, or the like without crushing or wrinkling the same. "Nonprofit charitable reuser" means a charitable organization, as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, or a distinct operating unit or division of the charitable organization, that reuses and recycles donated goods or materials and receives more than fifty percent of its revenues from the handling and sale of those donated goods or materials. "Person" means any natural person, firm, corporation, partnership, or other organization or group however organized. "Prepared food" means foods or beverages which are prepared on the premises by cooking, chopping, slicing, mixing, freezing, or squeezing, and which require no further preparation to be consumed. "Prepared food" does not include any raw, uncooked meat product or fruits or vegetables which are chopped, squeezed, or mixed. 'Public eating establishment' means a restaurant, take -out food establishment, or any other business that receives ninety percent or more of its revenue from the sale of prepared food to be eaten on or off its premises. "Recycled paper bag" means a paper bag provided at the check stand, cash register, point of sale, or other point of departure for the purpose of transporting food or merchandise out of the establishment that contains no old growth fiber and a minimum of forty percent post - consumer recycled content; is one hundred percent recyclable; and has printed in a highly visible manner on the outside of the bag the words "Reusable" and "Recyclable," the name and location of the manufacturer, and the percentage of post- consumer recycled content. "Retail establishment" means any commercial establishment that sells perishable or nonperishable goods including, but not limited to, clothing, food, and personal items directly to the customer; and is located within or doing business within the geographical limits of the City of South San Francisco. "Retail establishment" does not include public eating establishments or nonprofit charitable reusers. "Reusable bag" means either a bag made of cloth or other machine washable fabric that has handles, or a durable plastic bag with handles that is at least 2.25 mil thick and is specifically designed and manufactured for multiple reuse. A garment bag may meet the above criteria regardless of whether it has handles or not. "Single -use carry-out bag" means a bag other than a reusable bag provided at the check stand, cash register, point of sale or other point of departure, including departments within a store, for the purpose of transporting food or merchandise out of the establishment. "Single -use carry-out bags" do not include bags without handles provided to the customer: (1) to transport prepared 2- food, produce, bulk food or meat from a department within a store to the point of sale; (2) to hold prescription medication dispensed from a pharmacy; or (3) to segregate food or merchandise that could damage or contaminate other food or merchandise when placed together in a reusable bag or recycled paper bag. 4.114.030 Implementation Date The provisions of this Chapter shall not be implemented until April 22, 2013. 4.114.040 Single -use Carry -out Bag (a) No retail establishment shall provide a single -use carry -out bag to a customer, at the check stand, cash register, point of sale or other point of departure for the purpose of transporting food or merchandise out of the establishment except as provided in this section. (b) On or before December 31, 2014 a retail establishment may only make recycled paper bags or reusable bags available to customers if the retailer charges a minimum of ten cents. (c) On or after January 1, 2015 a retail establishment may only make recycled paper bags or reusable bags available to customers if the retailer charges a minimum of twenty-five cents. (d) Notwithstanding this section, no retail establishment may make available for sale a recycled paper bag or a reusable bag unless the amount of the sale of such bag is separately itemized on the sale receipt. (e) A retail establishment may provide one or more recycled paper bags at no cost to any of the following individuals: a customer participating in the California Special Supplement Food Program for Women, Infants, and Children pursuant to Article 2 (commencing with Section 123275) of Chapter 1 of Part 2 of Division 106 of the Health and Safety Code; a customer participating in the Supplemental Food Program pursuant to Chapter 10 (commencing with Section 15500) of Part 3 of Division 9 of the California Welfare and Institutions Code; and a customer participating in Calfresh pursuant to Chapter 10 (commencing with Section 18900) of Part 6 of Division 9 of the California Welfare and Institutions Code. 4.114.050 Recordkeeping and Inspection Every retail establishment shall keep complete and accurate record or documents of the purchase and sale of any recycled paper bag or reusable bag by the retail establishment, for a minimum period of three years from the date of purchase and sale, which record shall be available for inspection at no cost to the City or San Mateo County Environmental Health Division during regular business hours by any City or San Mateo County Environmental Health Division employee authorized to enforce this part. Unless an alternative location or method of review is mutually agreed upon, the records or documents shall be available at the retail establishment address. The provision of false information including incomplete records or documents to the City or San Mateo County Environmental Health Division shall be a violation of this Chapter. -3- 4.114.060 Administrative Fine (a) Grounds for Fine. A fine may be imposed upon findings made by the Director of the San Mateo County Environmental Health Division, or his or her designee, that any retail establishment has provided a single -use carry -out bag to a customer in violation of this Chapter. (b) Amount of Fine. Upon findings made under subsection (a), the retail establishment shall be subject to an administrative fine as follows: (1) A fine not exceeding one hundred dollars ($100.00) for a first violation; (2) A fine not exceeding two hundred dollars ($200.00) for a second violation; (3) A fine not exceeding five hundred dollars ($500.00) for the third and subsequent violations; (4) Each day that a retail establishment has provided single -use cant' -out bags to a customer constitutes a separate violation. (c) Fine Procedures. Notice of the fine shall be served on the retail establishment. The notice shall contain an advisement of the right to request a hearing before the Director of the San Mateo County Environmental Health Division or his or her designee contesting the imposition of the fine. The grounds for the contest shall be that the retail establishment did not provide a single - use carry-out bag to any customer. Said hearing must be requested within ten days of the date appearing on the notice of the fine. The decision of the Director of the Environmental Health Division shall be based upon a finding that the above listed ground for a contest has been met and shall be a final administrative order, with no administrative right of appeal. (d) Failure to Pay Fine. If said fine is not paid within 30 days from the date appearing on the notice of the fine or of the notice of determination of the Director of the San Mateo County Environmental Health Division or his or her designee after the hearing, the fine shall be referred to a collection agency. 4.114.070 Severability If any provision of this Chapter or the application of such provision to any person or in any circumstances shall be held invalid, the remainder of this Chapter, or the application of such provision to person or in circumstances other than those as to which it is held invalid, shall not be affected thereby. 4.114.080 Enforcement (a) The San Mateo County Environmental Health Division is hereby authorized and directed to enforce the provisions of this Chapter within the geographical limits of the City of South San Francisco. (b) The authorization granted by subsection (a) of this section, includes, without limitation, the authority to hold hearings and issue administrative fines for violations of this Chapter within the geographical limits of the City of South San Francisco. (c) Enforcement will begin effective, April 22, 2013. .4. SECTION 2. SEVERABILITY If any provision of this ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 3. PUBLICATION AND EFFECTIVE DATE This Ordinance shall be published once, with the names of those City Councilmembers voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of South San Francisco, as required by law, and shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the day of 12012. Adopted as an Ordinance of the City of South San Francisco at a meeting of the City Council held the day of , 2012 by the following vote: AYES: NOES: ABSTAIN: 0061112" ATTEST: Krista Martinelli, City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this day of 2012. Pedro Gonzalez, Mayor -5- 0 U O c'�tIFORA Staff ReDort DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: BRITANNIA MODULAR LABS III - AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH BAYSIDE AREA DEVELOPMENT, LLC FOR A RESEARCH AND DEVELOPMENT AND OFFICE PROJECT AT 328 ROEBLING ROAD. RECOMMENDATION: It is recommended that the City Council waive reading and adopt an Ordinance to approve Development Agreement DA12 -0001. BACKGROUND /DISCUSSION: The City Council previously waived reading and introduced the following ordinance. The ordinance is now ready for adoption. AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH BAYSIDE AREA DEVELOPMENT, LLC FOR A RESEARCH AND DEVELOPMENT AND OFFICE PROJECT AT 328 ROEBLING ROAD (Introduced on 11/14/2012; Vote to Waive Reading and Introduce Ordinance: 5 — 0) _ f � By: Marty Van Duyn arry Nagel Assistant City Manager City Manager Attachments: I. Ordinance BMN /MVD /SK/GB /la ORDINANCE NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH BAYSIDE AREA DEVELOPMENT, LLC FOR A RESEARCH AND DEVELOPMENT AND OFFICE PROJECT AT 328 ROEBLING ROAD WHEREAS, Bayside Area Development, LLC ( "Owner" or "Applicant ") has proposed to demolish existing buildings on the Project Site totaling 79,504 square feet, and construct two new 2 -story office /R &D buildings totaling 105,536 square feet, with a combination of at -grade and subterranean parking at a ratio of 2.7 spaces per 1,000 square feet ( "Project ") on an approximately 2.97 acre site, located at 328 Roebling Road ( "Project Site ") in the City of South San Francisco ( "City "); and, WHEREAS, Applicant seeks approval of a Use Permit, Parcel Map, Development Agreement, Master Sign Permit, Preliminary Transportation Demand Management ( "TDM ") Plan, and Design Review; and, WHEREAS, the Applicant has requested approval of a Development Agreement which would clarify and obligate several project features and mitigation measures, including payment of existing fees (such as the Oyster Point Overpass Fee, East of 101 Traffic Impact Fee, Stormwater Fee, Sewer Impact Fee, and Childcare Impact Fee), payment of certain fees the City has traditionally included in its development agreements (such as a Rails -to- Trails Improvement or Payment and Transit Station Enhancement Fee), and certain future fees (including a Park-in - Lieu Fee and Public Safety Impact Fee); and WHEREAS, approval of the Applicant's proposal is considered a "project" for purposes of the California Environmental Quality Act, Pub. Resources Code, §§ 21000, et seq. ( "CEQA "); and, WHEREAS, the City Council reviewed and carefully considered the information in the Initial Study/Mitigated Negative Declaration ( "IS/MND ") prepared for the Project, and by separate resolution, adopted the IS/MND, as an objective and accurate document that reflects the independent judgment and analysis of the City in the discussion of the Project's environmental impacts; and, WHEREAS, the City Council reviewed and considered, and by separate resolution, made findings and approved the Use Permit, Parcel Map, Master Sign Permit, Preliminary TDM Plan, and Design Review for the Project; and, WHEREAS, the Planning Commission held a duly noticed public hearing on October 4, 2012, to solicit public comment and consider the IS/MND and the proposed entitlements and -1- take public testimony, at the conclusion of which the Planning Commission recommended that the City Council adopt the IS /MND and approve the Project and Development Agreement; and, WHEREAS, the City Council held a duly noticed public hearing on November 14, 2012, to consider the IS/MND, the Use Permit, Parcel Map, Development Agreement, Master Sign Permit, Preliminary TDM Plan, and Design Review and take public testimony. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1. Findings. That based on the entirety of the record before it, which includes without limitation, CEQA and the CEQA Guidelines, 14 California Code of Regulations § 15000, et seq.; the South San Francisco 1999 General Plan and General Plan Environmental Impact Report, including the 2001 updates to the General Plan and 2001 Supplemental Environmental Impact Report; the South San Francisco Municipal Code; the Initial Study and Mitigated Negative Declaration prepared for the Project; all reports, minutes, and public testimony submitted as part of the Design Review Board meeting held on December 15, 2009; all reports, minutes, and public testimony submitted as part of the Planning Commission's meeting held on October 4, 2012; all reports, minutes, and public testimony submitted as part of the City Council's duly noticed public hearing on November 14, 2012; and any other evidence (within the meaning of Public Resources Code § 21080(e) and § 21082.2), the City Council of the City of South San Francisco hereby finds as follows: A. The foregoing Recitals are true and correct and made a part of this Ordinance. B. The proposed Development Agreement (attached as Exhibit A , is incorporated by reference and made a part of this Ordinance, as if set forth fully herein. C. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin. D. The proposed Project, including the Use Permit, Parcel Map, Development Agreement, Master Sign Permit, Preliminary TDM Plan, and Design Review, are consistent and compatible with all elements in the City of South San Francisco General Plan. The General Plan includes policies and programs that are designed to encourage the development of research and development and office uses in the East of 101 Area. Further, the land uses, development standards, densities and intensities, buildings and structures proposed are compatible with the goals, policies, and land use designations established in the General Plan (see Gov't Code, § 65860), and none of the land uses, development standards, densities and intensities, buildings and structures will operate to conflict with or impede achievement of the any of the goals, policies, or land use designations established in the General Plan. Specifically, the project site is designated Business and Technology Park and zoned Business -2- Technology Park (`BTP' ). This designation and zoning district accornmodates R &D uses, subject to certain development and FAR restrictions. The proposed Project complies with development restrictions and proposes a FAR of 0.81, which conforms to the maximum allowable FAR in the Business and Technology Park General Plan designation with an acceptable TDM plan and meeting high design standards. E. The City Council has independently reviewed the proposed Development Agreement, the General Plan, the South San Francisco Municipal Code, and applicable state and federal law, including Government Code section 65864, et seq., and has determined that the proposed Development Agreement complies with all applicable zoning, subdivision, and building regulations and with the General Plan. This finding is based upon all evidence in the Record as a whole, including, but not limited to: the City Council's independent review of these documents, oral and written evidence submitted at the public hearings on the Project, including advice and recommendations from City staff. F. The proposed Development Agreement for the Project states its specific duration. This finding is based upon all evidence in the Record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement and its determination that Section 2 of the Development Agreement states that the Development Agreement shall expire ten (10) years from the effective date of this Ordinance. G. The proposed Development Agreement incorporates the permitted uses, density and intensity of use for the property subject thereto, as reflected in the proposed Project (P07- 0012), IS /MND (ND07- 0002), Parcel Map (PM12 -001), Use Permit (UP07- 0011), Master Sign Permit (SIGNS09- 0034), TDM Plan (TDM07- 0004), Design Review (DR07- 0050), and Development Agreement (DA12- 0001). This finding is based upon all evidence in the Record as a whole, including, but not limited to, the City Council's independent review of the proposed Development Agreement and its determination that Section 3 of the Development Agreement sets forth the Project Approvals, development standards, and the documents constituting the Project. H. The proposed Development Agreement states the maximum permitted height and size of proposed buildings on the property subject thereto. This finding is based upon all evidence in the Record as a whole, including, but not limited to, the City Council's independent review of the proposed Development Agreement and its determination that Section 3 of the Agreement sets forth the documents which state the maximum permitted height and size of buildings. I. The proposed Development Agreement states specific provisions for reservation or dedication of land for public purposes. This finding is based on all evidence in the Record as a whole, including, but not limited to the City Council's independent review of the Development Agreement and its determination that Section 13(b) addresses the possibility of land dedication as part of the Rails -to- Trails program. SECTION 2. Approval of Development Agreement. A. The City Council of the City of South San Francisco hereby approves the proposed Development Agreement with Bayside Area Development, LLC, attached hereto as Exhibit A and incorporated herein by reference. B. The City Council further authorizes the City Manager to execute the Development Agreement, on behalf of the City, in substantially the form attached as Exhibit A, and to make revisions to such Agreement, subject to the approval of the City Attorney, which do not materially or substantially increase the City's obligations thereunder. SECTION 3. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. -4- Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 14th day of November, 2012. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the 12th day of December, 2012, by the following vote: AYES: NOES: ABSTENTIONS: ABSENT: Attest: Krista Martinelli City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this 12th day of December, 2012. Mayor 2000552.1 Exhibit A Development Agreement Recording Requested By: CITY OF SOUTH SAN FRANCISCO When Recorded Mail To: CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue South San Francisco, CA 94083 Attn: City Clerk Mail Tax Statements To: Bayside Area Development, LLC c/o Thomson Reuters P.O. Box 4549 Carlsbad, CA 92018 (Space above this line for Recorder's use) This instrument is exempt from recording fees pursuant to Government Code Sec. 27383. Documentary Transfer Tax is $ 0.00 (exempt per Rev. & Taxation Code Sec. 11922, Transfer to Municipality). DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND BAYSIDE AREA DEVELOPMENT, LLC FOR 328 ROEBLING ROAD (BRITANNIA MODULAR LABS 3) PROJECT -17- DEVELOPMENT AGREEMENT 328 Roebling Road (Britannia Modular Labs 3) Office / Research and Development Project This DEVELOPMENT AGREEMENT FOR THE 328 ROEBLING ROAD (BRITANNIA MODULAR LABS 3) OFFICE / RESEARCH AND DEVELOPMENT PROJECT is dated as of , 2012 ( "Agreement ") and is entered into between (i) Bayside Area Development, LLC, a Delaware limited liability company ( "Owner ") on the one hand and (ii) the CITY OF SOUTH SAN FRANCISCO, a municipal corporation organized and existing under the laws of the State of California (the " ff') on the other hand. Owner and the City are sometimes collectively referred to herein as "Parties." RECITALS A. WHEREAS, California Government Code ( "Government Code ") Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property or on behalf of those persons having same; and, B. WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code ( "Municipal Code "), establishing procedures and requirements for adoption and execution of development agreements; and, C. WHEREAS, this Agreement concerns property (the "Propert X ") consisting of the following: an approximately 1.18 -acre site located at the northeast corner of East Grand Avenue and Roebling Road, adjacent to and southerly of the Primary Property (as defined below), as shown and more particularly described in Exhibit A -1 attached hereto and incorporated herein by reference (the "First Adjacent Propert commonly known as 233 East Grand Avenue; and 2. an approximately 1.1 -acre site, adjacent to and northerly of the First Adjacent Property, located along Roebling Road, as shown and more particularly described in Exhibit A -2 attached hereto and incorporated herein by reference (the "Primar Property'), commonly known as 328 Roebling Road; and 3. an approximately. 0.7 -acre site, adjacent to and northerly of the Primary Property, located along Roebling Road, as shown and more particularly described in Exhibit A -3 attached hereto and incorporated herein by reference (the "Second Adjacent Property"), commonly known as 340 Roebling Road; and, D. WHEREAS, Owner owns or has a legal or equitable interest in the Primary Property, the First Adjacent Property and the Second Adjacent Property; and, 328 Roebling Road Development Agt. Page 1 of _ _fit_ 2012 E. WHEREAS, Owner has submitted a development proposal to the City, including requests for various City land use entitlements, that would permit the development of the Property as originally depicted in the Britannia Modular Labs 3 (328 Roebling Road) Planning Application dated August, 2007, prepared by DES Architects + Engineers, Inc., as subsequently amended and as most recently depicted in the updated Planning Commission Submittal dated as of April 26, 2012 (as so amended, the "Plan Set," a copy of which Plan Set is attached hereto as Exhibit B and incorporated herein by reference); and, F. WHEREAS, Owner has requested that the City enter into this Agreement to set forth the rights and obligations of the Parties relating to the development of the Property; and, G. WHEREAS, all proceedings necessary for the valid adoption and execution of this Agreement have taken place in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act ( "CEQA" ), and Chapter 19.60 of the Municipal Code; and, H. WHEREAS, the City Council and the Planning Commission have found that this Agreement is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on October 13, 1999 and as amended from time to time; and, I. WHEREAS, on , 2012, the City Council adopted Ordinance No. approving and adopting this Agreement and the Ordinance thereafter took effect on , 2012. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: 1. Effective Date Pursuant to Section 19.60.140 of the Municipal Code, notwithstanding the fact that the City Council adopts an ordinance approving this Agreement, this Agreement shall be effective and shall only create obligations for the Parties from and after the date that the ordinance approving this Agreement takes effect (the "Effective Date "). 2. Duration This Agreement shall expire ten (10) years from the Effective Date, but in no event later than December 31, 2022 unless (and then only to the extent) such date is extended pursuant to the immediately following sentence. If litigation against Owner (or any of its officers, agents, employees, contractors, representatives or consultants) to which the City also is a party should delay implementation or construction on the Property of the "Project" (as defined in Section 3 below), the expiration date of this Agreement shall be 328 Roebling Road Development Agt. Page 2 of _ -c- 2012 extended for a period equal to the length of time from the time the summons and complaint is served on the defendants) until the judgment entered by the court is final and not subject to appeal; opr vided, however, that the total amount of time for which the expiration date shall be extended as a result of such litigation shall not exceed five (5) years. 3. Project Description; Development Standards for Project The project to be developed on the Property pursuant to this Agreement (the "Project ") shall consist of (i) two (2) office / research and development buildings, each with a ground floor and second story containing in the aggregate approximately 52,768 square feet of occupiable space per building and one (1) floor of partially subterranean parking accommodating approximately 66 parking spaces per building, (ii) surface parking that will accommodate approximately 156 parking spaces, and (iii) related improvements, all as provided in the Plan Set and as approved by the City Council. (a) The permitted uses, the density and intensity of uses, the maximum heights, locations and total area of the proposed buildings, the provisions for vehicular access and parking, any reservation or dedication of land, any public improvements, facilities and services, and all environmental impact mitigation measures imposed as approval conditions for the Project shall be exclusively those provided in the Plan Set, the Use Permit issued in connection with the Project and the Conditions of Approval imposed in connection with such Use Permit (copies of which Use Permit and Conditions of Approval are attached hereto as part of Exhibit B and Exhibit C, respectively), the Development Plan as defined below, the Recirculated IS /MND as defined below, the MMRP as defined below, this Agreement (as approved by the City Council), any amendments or addenda to any of the foregoing in effect as of the Effective Date, and the applicable ordinances in effect as of the Effective Date (including, but not limited to, the applicable provisions of the Municipal Code in effect as of the Effective Date), except as modified in this Agreement. (b) Subject to Owner's fulfillment of its obligations under this Agreement, upon the Effective Date of this Agreement, the City hereby grants to Owner a vested right to develop and construct on the Property all the improvements for the Project authorized by, and in accordance with, the terms of this Agreement, the Plan Set (as approved by the City Council) and the applicable ordinances in effect as of the Effective Date. (c) Except as authorized by this Agreement, upon such grant of right, no future amendments to the City General Plan, the City Zoning Code, the Municipal Code, or other City ordinances, policies or regulations in effect as of the Effective Date shall apply to the Project, except such future modifications (if any) that are not in conflict with and do not prevent or materially inhibit the development of the Project as proposed in the Plan Set (as approved by the City Council); provided, however, that nothing in this Agreement shall prevent or preclude the City from 328 Roebling Road Development Agt. Page 3 of _.a:_ 2012 adopting any land use regulations or amendments expressly permitted herein or otherwise required by State or Federal Law. (d) Notwithstanding South San Francisco Municipal Code, Section 20.450.011(A), any Use Permit lawfully issued by the City for any portion of the Project shall not expire until the expiration of this Agreement, as described in Section 2, above, provided Owner is not in material breach of the terms of this Agreement or the Conditions of Approval for said Use Permit. (e) Owner shall cause the Project to be submitted for certification pursuant to the Leadership in Energy and Environmental Design (LEED) Green Building Rating System of the U.S. Green Building Council (USGBC) under an appropriate LEED rating system, applying the version of such rating system in effect at the time the Project is registered with the USGBC. Owner shall use commercially reasonable good faith efforts to achieve a "Silver" rating for the Project; provided, however, that Owner shall not be in default under this Agreement if, notwithstanding Owner's good faith efforts, the Project does not receive a "Silver" (or higher) rating. For convenience, recognizing that there may be significant differences in timing for construction of the two buildings comprising the Project and /or for construction of the building shell and tenant improvements for either or both buildings individually, Owner in its discretion may (i) pursue certification of both buildings concurrently or of each building separately, and (ii) pursue certification of the building shell together with or separately from the tenant improvements in either building or in both buildings. (f) In developing the Project, Owner shall implement the mitigation measures set forth in the Mitigation Monitoring and Reporting Program (the "MMRP ") attached hereto as part of Exhibit C and incorporated herein by this reference, which MMRP was approved concurrently with the approval of the Recirculated Initial Study/Mitigated Negative Declaration for the Project as most recently revised and recirculated in February 2012 (the "Recirculated IS/MND "), subject to any modifications and clarifications set forth in this Agreement or otherwise requested by Owner and approved in writing by the City. Without limiting the generality of the foregoing, the applicable provisions of Exhibit C attached hereto and incorporated herein by reference shall apply to Owner's construction of certain off -site improvements required under the MMRP in connection with potential traffic impacts of the Project (the "Off -Site Improvements "). To the extent there are significant differences in timing for the issuance of permits and construction of the two buildings comprising the Project, and to the extent Owner can reasonably demonstrate that the conditions to be addressed by one or more of the mitigation measures set forth in the MMRP are associated primarily with full completion of the Project rather than with completion of the initial building in the Project, the City agrees to consider any request by Owner for a phased implementation of such .mitigation measures and agrees not to unreasonably withhold, condition or delay its approval of such a request. 328 Roebling Road Development Agt. Page 4 of _ -11- 2012 4. Discretionary Approvals (Lot Merger and Lot Line Adjustment) The Parties acknowledge that a lot merger and a lot line adjustment will be required in order to reconfigure the three (3) existing parcels comprising the Property into two (2) new parcels conforming to the proposed layout of the Project as set forth in the Plan Set. Owner has submitted its application for a lot merger combining the Primary Property and the Second Adjacent Property to the City for review (including engineering review) and the City has approved the contents of the application and related recordable documents (collectively, the "Approved Lot Merger "), and the Parties agree that the recording and implementation of the Approved Lot Merger can occur promptly after the Effective Date. However, because an existing, occupied building crosses the new lot line that would result from the implementation of a lot line adjustment conforming to the proposed layout of the Project, the Parties acknowledge and agree that the formal approval, recording and implementation of such lot line adjustment (involving a change in the lot line between (x) the First Adjacent Property and (y) the merged lot resulting from the Approved Lot Merger) should be deferred until actual development of the Project is ready to begin. The Parties agree to work together cooperatively and diligently (in the manner contemplated in Section 7 below) to determine and implement a reasonable and practicable sequencing among the lot line adjustment, the demolition of existing improvements and the construction of new improvements constituting the Project. Without limiting the generality of the foregoing, the City agrees (i) not to unreasonably withhold, condition or delay its formal approval of a lot line adjustment conforming to the proposed layout of the Project when requested by Owner to grant such formal approval, and (ii) not to impose, in connection with its formal approval of such a lot line adjustment, (A) any conditions or requirements that are in conflict with or would prevent or materially inhibit the development of the Project as proposed in the Plan Set or (B) any fees, assessments, exactions, contributions, dedications or mitigation measures other than (I) those already expressly provided for in this Agreement and (II) ordinary and customary filing fees, review fees and similar charges generally applicable to requests for lot line adjustments. 5. Permits for Project Owner shall submit a Development Plan for development of the Project (the "Development Plan") within sixty (60) days of applying for a grading permit for any phase of the Project. The Development Plan shall address, at a minimum, the landscaping and common area improvements required for each phase of the Project. For each phase, the City shall issue building permits and Certificates of Occupancy only after the City has reviewed and approved Owner's applications therefor. City staff review of applications for permits, certificates, approvals or other entitlements shall be limited to determining whether the following conditions are met: (a) The application is complete; and, (b) Owner has complied with the conditions of the City Council's approval of the Project, all applicable portions of this Agreement, all applicable Uniform Codes, the Municipal Code, CEQA requirements (including any required mitigation 328 Roebling Road Development Agt. Page 5 of _ -Ii- ,2012 measures as set forth in the Recirculated IS /MND or MMRP, as modified and/or clarified pursuant to this Agreement where applicable) applicable to the issuance of such permits or certificates, and any other applicable Federal and State Laws; and, (c) Owner has obtained Design Review approval for the Project, including required approval of landscaping and common area improvements, subject to any applicable provisions of this Agreement clarifying or amending the conditions of approval with respect to such Design Review approval; and, (d) All applicable processing, administrative and legal fees have been paid subject to the provisions of this Agreement; and, (e) For Certificates of Occupancy (if applicable) with respect to any phase of the Project prior to substantially full completion of the Project, Owner has completed, and the City has approved, the landscaping and common area improvements reasonably necessary for the occupancy and use of the applicable phase of the Project. For the sake of clarification, the Parties confirm that if only a single building is constructed in the first phase of construction of the Project, Owner shall not be required to complete landscaping and common area improvements on the lot on which the second -phase building will be located in order to obtain a Certificate of Occupancy for the first -phase building, except to the minimum extent (if any) that any such common area improvements are reasonably necessary for the safe and convenient occupancy and use of the first -phase building. The parties agree to negotiate reasonably and in good faith regarding the application of the foregoing standards in the context of a specific phasing plan when and as presented by Owner to the City. 6. Vesting of Approvals Except as provided in this Agreement, upon the City's approval of the Project, including (without limitation) its Design Review approval and its approval of the Plan Set, Use Permit, Development Plan, Transportation Demand Management Plan, lot line adjustment(s), Recirculated ISAIND, MMRP and this Agreement, such approvals and the land use entitlements conferred by such approvals shall vest in Owner and its successors and assigns for the term of this Agreement, provided that any such successors and assigns comply with the terns and conditions of this Agreement, including, but not limited to, submission of insurance certificates and bonds for the grading of the Property and construction of improvements. 7. Cooperation between Parties in Implementation of This Agreement It is the Parties' express intent to cooperate with one another and diligently work to implement all land use and building approvals for development of the Project in accordance with the terms of this Agreement. Accordingly, Owner and the City shall proceed in a reasonable and timely manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for Page 6 of 328 Roebling Road Development Agt. -13- 2012 implementation of this Agreement and development of the Project in accordance with the terms of this Agreement. The City shall proceed, and shall cause its planners, engineers and other consultants to proceed, in an expeditious manner to complete all City actions required for the approval and development of the Project, including, but not limited to, the following: (a) Scheduling all required public hearings by the City Council and City Planning Commission; and (b) Processing and checking all maps, plans, permits, building plans and specifications and other plans relating to development of the Property filed by Owner or its nominee, successor or assign as necessary for development of the Project; and (c) Inspecting and providing acceptance of or comments on all work by Owner that requires acceptance or approval by the City. Owner shall provide or submit, and shall cause its planners, engineers and other consultants to provide or submit, to the City in a timely manner all documents, applications, plans and other information necessary for the City to carry out its obligations hereunder. 8. Access, Easements and Rights of Way In order to facilitate and ensure development of the Project in accordance with the Plan Set, this Agreement and the City Council's conditions of approval, and in particular to facilitate Owner's construction of any Off -Site Improvements required pursuant to this Agreement or the City Council's conditions of approval, (a) Owner shall negotiate for and acquire, at Owner's expense, all access rights, easements and rights of way (if any) necessary for the construction of such Off -Site Improvements, and (b) the City shall cooperate with and assist Owner, at Owner's expense, in any manner reasonably requested by Owner from time to time and reasonably within the City's control, in connection with Owner's negotiation for and acquisition of any such access rights, easements and rights of way. Owner expressly acknowledges, however, that the City is under no obligation to use its power of eminent domain in order to acquire any such access rights, easements or rights of way or in order otherwise to facilitate the development of the Project. Owner shall keep the City reasonably advised of the need for and status of any such acquisition of access rights, easements and rights of way (if any) for such Off -Site Improvements, and the City in its discretion shall have the right to participate in or observe any negotiations relating to such acquisition. Any acquisition - related expenses that are Owner's responsibility under the foregoing provisions of this Section shall be paid by Owner to or as directed by the City within thirty (30) days after Owner's receipt of a request for payment accompanied by invoices or other documentation evidencing, in reasonable detail, the expenses for which payment or reimbursement is requested. To the extent the Off -Site Improvements themselves and/or the access, easements or rights -of -way necessary for the construction of such Off -Site Improvements are located on property owned or otherwise controlled by the City, the 328 Roebling Road Development Agt. Page 7 of _ 4 2012 City agrees to provide, in a timely manner and without charge to Owner (other than payment by Owner of City's customary and generally applicable fees and charges in effect from time to time with respect to applications for and issuances of the necessary permits or rights), an encroachment permit or other right of entry or right -of -way to the extent reasonably necessary for the completion of such Off -Site Improvements. 9. Maintenance Obligations on Propert y All of the Property subject to this Agreement shall be maintained by Owner or its successors in perpetuity in accordance with City requirements to prevent accumulation of litter and trash, to keep weeds abated, to provide erosion control, and to comply with other requirements set forth in the Municipal Code. (a) If Owner subdivides the Property or otherwise transfers ownership of a parcel or building in the Project to any person or entity such that the Property is no longer under single ownership, Owner shall first establish an Owners Association and submit a Declaration of Covenants, Conditions and Restrictions ( "CC &Rs ") to the City for review and approval by the City Attorney. Said CC &Rs shall, at a minimum, satisfy the requirements of Section 19.36.040 of the Municipal Code. (b) Any provisions of said CC &Rs governing the Project relating to the maintenance obligations set forth in this Section shall be enforceable by the City. 10. Fees (a) Owner shall not be responsible for any fees imposed by the City in connection with the development and construction of the Project, including (but not limited to) fees and costs relating to the formation or implementation of any new special assessment districts, except: (1) as expressly set forth in this Agreement (including, without limitation, the provisions of Section 13 below); (2) City's customary and generally applicable fees and charges with respect to application for and issuance of the Use Permit; and (3) any other customary and generally applicable fees in effect as of the Effective Date of this Agreement. (b) No fee requirements (except those identified herein) imposed by the City on or after the Effective Date, and no changes to existing fee requirements (except those currently subject to periodic adjustments as specified in the adopting or implementing resolutions and ordinances) that occur on or after the Effective Date, shall apply to the Project. It is understood and agreed between Owner and the City that the City shall not impose upon Owner any additional exactions, contributions or dedications beyond those imposed under this Development Agreement. (c) Any existing application, processing, administrative, legal and inspection fees that are revised during the term of this Agreement shall apply to the Project provided that (i) such fees and the revisions thereto have general applicability; (ii) the application of such fees (as revised) to the Property is prospective; and (iii) the 328 Roebling Road Development Agt. Page 8 of _ Se 2012 application of such fees (as revised) would not prevent or materially inhibit development of the Project in accordance with this Agreement. 11. New Taxes Any subsequently enacted City -wide taxes shall apply to the Property, provided that: (i) the application of such taxes to the Property is prospective; and (ii) the application of such taxes would not prevent or materially inhibit development of the Project in accordance with this Agreement. 12. Assessments Nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City, to pay for infrastructure and /or services that benefit the Property and such similarly situated properties, pursuant to and in accordance with any statutory procedure for the assessment of property for such purposes. 13. Additional Conditions Owner shall comply with all of the following requirements: (a) Impact Fees. Owner shall pay the following Impact Fees: 1. Oyster Point Overpass Fees. Oyster Point Overpass Fees shall be determined for each building in the Project based on the application of the formula in effect as of the time the City issues the respective building permit for such building, and shall be payable prior to the issuance of such building permit. The City and Owner agree that in applying such formula, a credit will be given for the trips generated by the previously existing uses on the Property. 2. East of 101 Traffic Impact Fees. East of 101 Traffic Impact Fees shall be determined for each building in the Project based on the application of the formula in effect as of the time the City issues the respective building permit for such building, and shall be payable prior to the issuance of such building permit. The City and Owner agree that in applying such formula, a credit will be given for the trips generated by the previously existing uses on the Property. 3. Sewer Impact Fees. Sewer Impact Fees shall be determined for each building in the Project based on the application of the formula in effect as of the date such building is actually occupied and the occupant begins discharging to the City's sanitary sewer system, and shall be payable within thirty (30) days after final calculation of the applicable Sewer Impact Fee pursuant to such formula. The City and Owner agree that in applying such formula, a credit will be given for the portion of the Sewer Page 9 of 328 Roebling Road Development Agt. 2012 Impact Fees that would have been payable under such formula based on the previously existing uses on the Property. 4. Childcare Impact Fee. Owner shall pay the childcare impact fee for nonresidential development, which fee shall be used to establish new childcare spaces in the City. The Childcare fees shall be determined for each building in the Project based on the application of the formula in effect as of the time the City issues the respective building permit for such building, and shall be payable prior to the issuance of such building permit. Upon receipt, the City shall deposit the fee amount into a separate capital facilities account or fund solely for the purpose of establishing new childcare spaces. The City and Owner agree that in applying such formula, a credit will be given for the portion of the Childcare Impact Fee that would have been payable under such formula based on the previously existing uses on the Property. (b) Rails to Trails Improvements or Payment. The rail corridor directly abutting or nearly abutting the north boundary of the Property, consisting of a strip of land extending from Forbes Boulevard at its westerly end to Allerton Avenue at its easterly end and more particularly described and depicted in Exhibit A -4 attached hereto and incorporated herein by this reference (the "Trail Corridor"), is identified in the General Plan as a future bike path. HCP Forbes, LLC, an affiliate of Owner ( "HCP Forbes "), presently owns fee title to the Trail Corridor. The portion of the Trail Corridor that directly or nearly abuts the north boundary of the Property and is bounded, on the westerly and easterly ends of such portion, by an extension of the westerly and easterly boundary lines of the Property is referred to in this Agreement as the "Adjacent Trail Corridor." The City is considering whether and how to implement a "rails to trails" program that would cause the Trail Corridor and other similarly situated paths and corridors in the City to be improved and made available for public use. As part of that process, by written notice to Owner at any time after the Effective Date, the City in its reasonable discretion may elect to require Owner to implement either the provisions of subsection 13(b)1 below ("Option A') or the provisions of subsection 13(b)2 below ( "Option B "). If the City fails to notify Owner of such an election prior to issuance of a Certificate of Occupancy for the final building constructed as part of the Project (but in all events no later than December 31, 2019), then the City shall be deemed to have elected Option B. tion A. If the City elects to implement Option A, then Owner shall do the following at Owner's sole cost and expense (subject to any applicable credits and reimbursement provisions set forth in or contemplated in this Agreement): (A) Owner shall, with reasonable diligence and in consultation with the City, design improvements to the Adjacent Trail Corridor (the "Adjacent Trail Corridor Improvements "). Except as otherwise mutually agreed by Owner and the City, said Adjacent Trail 328 Roebling Road Development Agt. Page 10 of l 2012 Corridor Improvements shall consist of paving, lighting and landscaping of a design and scope consistent with standard portions of the City's Bay Trail as it exists on the Effective Date. Owner shall submit plans and a cost estimate for the Adjacent Trail Corridor Improvements to the City, for review and approval by the City, within nine (9) months after receiving notice that the City has elected to implement Option A. (B) Upon approval of such plans and cost estimate by the City, Owner shall construct the Adjacent Trail Corridor Improvements in accordance with the approved plans in all material respects. Owner shall complete construction of said Adjacent Trail Corridor Improvements by the later of (i) the date that is eighteen (18) months after the City's approval of the plans and cost estimate for such improvements or (ii) the date of issuance of the Certificate of Occupancy for the final building in the Project, but in all events no later than December 31, 2019. (C) Promptly upon completion of the Adjacent Trail Corridor Improvements, Owner shall, at the City's election set forth in written notice from the City to Owner, do or cause HCP Forbes to do one of the following, by execution and recording of instruments approved as to form and substance by both the City and Owner and their respective counsel, either of which alternatives (as elected by the City) shall be at no cost to the City: (i) Implement a perpetual and irrevocable dedication of the Trail Corridor for public use and enjoyment, in such a manner and on such terms and conditions as have commonly been used to implement dedications relating to the City's Bay Trail as it exists on the Effective Date (except as otherwise mutually agreed by Owner or HCP Forbes, as applicable, and the City); or (ii) Convey outright fee title to the Trail Corridor to the City or its designee (which may be any governmental agency or authority or any nonprofit entity designated by the City in its reasonable discretion). 2. Option B. If the City elects (or is deemed to have elected) to implement Option B, then Owner shall do the following at Owner's sole cost and expense (subject to any applicable credits and reimbursement provisions set forth in or contemplated in this Agreement): (A) Owner shall, within nine (9) months after receiving written notice that the City has elected (or is deemed to have elected) to implement Option B, provide the City with a written cost estimate, 328 Roebling Road Development Agt. Page 11 of _ Q - 2012 subject to the City's review and approval, of the costs that would be required for construction of Adjacent Trail Corridor Improvements of a nature and scope comparable to those described in subsection 13(b)I(A) above. (B) Upon approval of such cost estimate by the City, Owner shall, at or before the earlier of (i) issuance of a Certificate of Occupancy for the final building constructed as part of the Project or (ii) December 31, 2019, provide to the City funds in an amount equal to the aggregate cost set forth in such approved cost estimate, which funds shall then be used by the City solely to upgrade substandard portions of the City's then existing Bay Trail or to install new park or trail improvements within the East of 101 Planning Area. (C) Upon written request by Owner, the City shall provide Owner with a description, in reasonable detail, of the sources and applications of funds provided by Owner and by other similarly situated property owners for the Bay Trail upgrades or other new park or trail improvements, as applicable, contemplated in subsection 13(bb)2(B). 3. Coordination with 494 Forbes R &D Project. Substantially concurrently with the execution of this Agreement, HCP Forbes is entering into a similar development agreement with the City (the "494 Forbes Development Agreement ") in connection with the proposed construction by HCP Forbes of a research and development project (the "494 Forbes R &D Project ") on property owned by HCP Forbes that is commonly known as 494 Forbes Boulevard and that abuts the northerly boundary of the easterly end of the Trail Corridor. The 494 Forbes Development Agreement includes "rails -to- trails" and credit provisions substantially similar to this Section 13(b) and to Section 13(fl below. (A) If, prior to the time the City makes (or is deemed to have made) an Option A or Option B election under this Agreement, the City has already made an Option A or Option B election under the corresponding provision of the 494 Forbes Development Agreement, then the City shall also be deemed to have made the same election (Option A or Option B, as applicable) under this Agreement. (B) If the City elects or is deemed to have elected Option A under both this Agreement and the 494 Forbes Development Agreement, then (1) performance by HCP Forbes of the applicable "dedication or conveyance" alternative elected by the City under the provisions of the 494 Forbes Development Agreement corresponding to subsection 13Lb,1(C)(i) or ii above (as applicable) shall be 328 Roebling Road Development Agt. Page 12 of _ 2012 deemed to constitute performance by Owner of its corresponding obligation under subsection 13(b)1(C)(i) or J0 above (as applicable), and (II) to the extent HCP Forbes has already become entitled to a credit that includes the value of the Trail Corridor pursuant to the provisions of the 494 Forbes Development Agreement corresponding to clause (ii) of subsection 13(b)44(A) below, then the credit available to Owner pursuant to clause (ii) of subsection 13(b)4(A) below shall be reduced by the amount of such corresponding credit to HCP Forbes (to avoid double - counting). 4. Credit Against Park In -Lieu Fee or Other Fees. Upon full compliance with Option A or Option B above to the reasonable satisfaction of the Chief Planner, Owner shall receive a credit that may be applied against any Park In -Lieu Fee owed pursuant to Section 13(f) or against certain other fees as more specifically provided in such Section 13(fl. (A) If Owner has complied with Option A above, the credit shall be equal to the sum of (i) the actual and verifiable expenses incurred by Owner for the design and construction of the Adjacent Trail Corridor Improvements pursuant to Option A above, plus (ii) $1,376,910, which amount Owner and the City have agreed (for purposes of this Agreement) to be a reasonable estimate of the value of the Trail Corridor, and which amount will apply for purposes of this credit regardless of whether Owner's compliance with Option A takes the form of a transfer or a dedication of the Trail Corridor. (B) If Owner has complied with Option B above, the credit shall be equal to the amount of the funds actually paid by Owner pursuant to Option B above. Notwithstanding anything to the contrary set forth in Section 13(f), the credit authorized herein shall offset any Park In -Lieu Fee on a dollar -for- dollar basis, up to one hundred percent (100 %) of any Park In -Lieu Fee owed, and any remaining excess credit shall be governed by subsection 13(f)3. 5. Assessment District. If at any time the City decides to form an assessment district with the objective of acquiring and completing a rails to trails conversion for the rail corridor which includes the Trail Corridor, Owner agrees not to oppose the formation of such a district, provided that such assessment district includes substantially all other similarly situated properties benefited by the proposed conversion and that the provisions governing such assessment district include reimbursement or credit to Owner for (A) any amounts already expended by Owner for design and construction of Adjacent Trail Corridor Improvements pursuant to Page 13 of _ 328 Roebling Road Development Agt. , 2012 Option A above, and/or (B) any amounts paid by Owner to the City pursuant to Option B above. 6. Effect of Any Future Agreements. Notwithstanding the foregoing provisions, if at any time after the Effective Date (A) Owner and the City enter into a mutually acceptable written agreement relating to any of the subject matter of this Section 13(b) and/or of Section 13(fl below (such as, but not limited to, the ownership, improvement or maintenance and repair of the Trail Corridor or of any other railroad spurs, rail corridors or similar rights -of -way in the vicinity of the Property, or the establishment or improvement of any other "rails to trails" corridors in the vicinity of the Property, or the funding mechanisms for any such acquisitions, conversions or improvements) and (B) such future agreement expressly references this Agreement and affirmatively expresses the intention of the parties that to the extent of any conflict or inconsistency between the provisions thereof and the provisions of this Agreement, such future agreement shall supersede and be controlling over the conflicting or inconsistent provisions of this Agreement, then such intention of the parties shall be given effect and, to the extent of such conflict or inconsistency, the provisions of such future agreement shall be construed for all purposes to supersede and be controlling over the conflicting or inconsistent provisions of this Agreement. 7. Maintenance and Repair of Trail Corridor. From and after the Effective Date, Owner will be responsible for maintaining and repairing, or causing HCP Forbes to maintain and repair, at the sole expense of Owner (or of HCP Forbes, to the extent so agreed in writing by Owner and HCP Forbes), the entire Trail Corridor, which maintenance and repair obligations shall include, but are not limited to: (A) Compliance with any weed abatement, erosion control and other requirements of applicable law relating to the physical condition of unimproved portions of the Trail Corridor; (B) Maintenance and repair of any landscaping and other Adjacent Trail Corridor Improvements constructed either under this Agreement or under the 494 Forbes Development Agreement; and (C) Maintenance and repair of any landscaping and other improvements constructed from time to time in other portions of the Trail Corridor from time to time by Owner, HCP Forbes or any other governmental or non - governmental person or entity, provided that in the case of any such landscaping and other improvements constructed by any other governmental or non- governmental person or entity as described in this paragraph (C), (i) such landscaping and other improvements are comparable in nature and scope to the Adjacent Trail Corridor Improvements 328 Roebling Road Development Agt. Page 14 of _ -21- 2012 contemplated in this Agreement, and (ii) if Owner notifies the City that Owner believes any maintenance or repair of landscaping or other improvements constructed in other portions of the Trail Corridor is attributable to defective design or construction of such landscaping or other improvements, then at Owner's written request the City will cooperate with Owner or HCP Forbes (as they may direct), at the sole expense of Owner (or of HCP Forbes, to the extent so agreed in writing by Owner and HCP Forbes) and at no out -of- pocket cost to the City, in enforcing for the benefit of Owner or HCP Forbes (as they may direct) or, at the City's election, assigning to Owner or HCP Forbes (as they may direct), any and all warranties and other legal remedies the City may have against the parties responsible for the design and construction of such landscaping or other improvements. The provisions of this subsection 13(2)7 will remain in effect regardless of whether the City elects (or is deemed to have elected) Option A or Option B above and regardless of whether Owner's compliance with Option A above (if elected or deemed to have been elected by the City) takes the form of the "dedication" alternative or the "conveyance" alternative under subsection 13(b)I(c)(i) or ii above (as applicable). In addition, if the City elects (or is deemed to have elected) Option A above, then the provisions of this subsection 13(2)7 will be reflected appropriately in the written instruments implementing the "dedication" alternative or the "conveyance" alternative, as applicable, and without limiting the generality of the foregoing, Owner and the City will use reasonable efforts (and Owner will cause HCP Forbes to use reasonable efforts) to cause such written instruments to include mutually agreeable provisions authorizing access to and use of the entire Trail Corridor by Owner, HCP Forbes, the City and other appropriate third parties, as applicable, for purposes of maintenance, repairs and construction of improvements, subject to customary and commercially reasonable provisions relating to insurance, indemnification and similar matters. (c) Transit Station Enhancement Contribution. Owner shall pay an in -lieu fee to be used for enhancing, enlarging, repairing, restoring, renovating, remodeling, redecorating and/or refurbishing any local transit station and/or associated facilities in the City (including, without limitation, the Ferry Terminal at Oyster Point and the Caltrain Station located at 590 Dubuque Avenue). The in -lieu fee shall be calculated at the rate of One Dollar ($1.00) per gross square foot of building area as shown in the Plan Set, and shall be payable in two (2) equal installments. One -half (1/2) of the in -lieu fee shall be payable prior to the issuance of the building permit for the shell of the first building constructed as part of the Project, and one -half (1 /2) of the in -lieu fee shall be payable prior to the issuance of a Certificate of Occupancy for the final building constructed as part of the Project. Payments of the in -lieu fee shall be deposited and held in a 328 Roebling Road Development Agt. Page 15 of _ -Ii- 2012 separate account by the City. The Parties intend for the entire in -lieu fee to be expended for local transit station enhancements and/or associated facilities as described in this subsection no later than the date that is five (5) years after the date Owner pays the second installment of the in -lieu fee. If any portion of the in- lieu fee has not been expended for such enhancements and/or associated facilities as of such date, the City shall give Owner written notice of the amount of the unused portion and thereafter such unused portion may be expended by the City for any transit or public space improvements or enhancements in the East of 101 Area. Upon written request by Owner, the City shall provide Owner with a description, in reasonable detail, of the sources and applications of funds provided by Owner and by other similarly situated property owners for the transit station improvements and/or other East of 101 improvements or enhancements, contemplated in this Section 13(c). (d) Transportation Demand Management. Owner shall prepare and implement a Transportation Demand Management (TDM) Plan in compliance with the requirements of SSFMC Chapter 20.400 as in effect on the Effective Date (the "TDM Ordinance "). As part of such compliance, Owner shall prepare (i) annual TDM surveys and (ii) triennial TDM reports, each meeting the applicable requirements of the TDM Ordinance, and shall submit same to the City, to document the effectiveness of Owner's TDM Plan in achieving the goal of thirty - five percent (35 %) alternative mode usage by employees within the Project. The annual surveys will be prepared by a TDM consultant pre - qualified with or approved by the City and retained, directed and paid for by Owner, and the triennial reports will be prepared by an independent TDM consultant retained by the City and paid for by Owner. Both the annual surveys and the triennial reports will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. If the response rate on which a triennial report is based is below 51 percent, additional responses needed to reach a 51 percent response rate will be counted as drive alone trips. 1. TDM Surveys and Reports: The initial TDM survey for each building on the Property will be submitted two (2) years after the granting of a Certificate of Occupancy with respect to such building. The initial triennial TDM report for each building on the Property will be submitted three (3) years after the granting of a Certificate of Occupancy with respect to such building. The second and all later annual surveys and triennial reports (when applicable) with respect to each building shall be included in an annual comprehensive TDM submission to the City covering all of the buildings on the Property that are submitting their second or later TDM surveys or reports. (A) Triennial Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.400 of the Municipal Code. The initial triennial TDM report shall 328 Roebling Road Development Agt. Page 16 of _ i I 2012 either: (A) state that the applicable building or buildings have achieved thirty -five percent (35 %) alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (B) state that the applicable building or buildings have not achieved thirty -five percent (35 1/o) alternative mode usage, providing an explanation of how and why the goal has not been reached, and a description of additional measures that will be adopted in the coming year to try to ensure attaining the TDM goal of thirty -five percent (35 %) alternative mode usage. (B) Penalty for Non-Compliance: If, after the initial triennial TDM report, subsequent triennial reports indicate that, in spite of the changes in the TDM Plan, thirty -five percent (35 %) alternative mode usage is still not being achieved, or if Owner fails to submit such a triennial TDM report at the times required under SSFMC Chapter 20.400, the City may assess Owner a penalty in the amount of up to fifteen thousand dollars ($15,000.00) per year for each full percentage point by which the Property falls below the minimum thirty -five percent (35 %) alternative mode usage goal. (i) In determining whether a financial penalty is appropriate, the City may consider whether Owner has made a good faith effort to meet the TDM goals. (ii) If the City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three (3) years in which a penalty could be imposed in connection with the TDM Plan, the City in its sole discretion may agree to allow Owner to apply such penalty sums toward the implementation of the TDM Plan instead of requiring them to be paid to the City. If the penalty sums are used to implement the TDM Plan, an Implementation Plan shall be prepared by Owner and reviewed and approved by the City prior to Owner's expending any penalty funds. (iii) Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail (if any) and Research and Development use permitted to be constructed on the Property. For example, if there is 100,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the maximum penalty would be determined by multiplying fifteen thousand dollars ($15,000.00) times a fraction, the 328 RoebUng Road Development Agt. Page 17 of I- 2012 numerator of which is 100,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property (subtracting the square footage of the parking facilities); this amount would then be multiplied by the number of full percentage points by which the Project has fallen below the thirty-five percent (35 %) alternative mode usage goal for the applicable period. 2. The provisions of this Section 13(d) are incorporated as Conditions of Approval for the Project and shall be included in the approved TDM Plan for the Project. 3. Owner shall reimburse the City for costs incurred in maintaining and enforcing the trip reduction program for the Project. (e) Public Safety Impact Fee. As of the Effective Date, the City is evaluating a "Public Safety Impact Fee" to assist the City's Fire Department and Police Department with funding the acquisition and maintenance of Police and Fire Department vehicles, apparatus, equipment, and similar needs for the provision of public safety services. If such Fee is implemented by July 1, 2013, Owner shall be responsible for payment of such Fee with respect to each building constructed as part of the Project prior to the issuance of the respective Certificate of Occupancy for such building. The Fee shall be deposited and held in a separate account by the City. (f) Park In -Lieu Fee. As of the Effective Date, the City is evaluating a "Park In -Lieu Fee" to support the creation of additional public open space, in lieu of requiring that applicants dedicate one -half an acre per 1,000 new employees to the public in the East of 101 area. If such a Park In -Lieu Fee is implemented, Owner shall be responsible for such Park In -Lieu Fee (less the credits specifically described in this Section 13(f) and any other credits provided under the applicable ordinance), up to a maximum cap of $4.78 per gross square foot of building area in the Project, even if the rate reflected in the applicable ordinance, if and when implemented, is higher. If the actual Fee, if and when implemented, is at a lower rate, then Owner would be responsible, as to each building, only for the actual Fee in effect at the time the City issues the respective building permit for such building. 1. "Private Open Space" Credit. Owner shall receive a credit against Owner's obligation for the Park In -Lieu Fee (if implemented) for Owner's development of private open space created within the Project Site. Owner's credit shall be identical to the credit, if any, allowed under the Park In -Lieu Fee program, if implemented, except that (i) in no case shall Owner receive such a "private open space" credit offsetting more than 50% of Owner's required Park In -Lieu Fee; and (ii) in no case shall zoning or building code required open areas, including but not limited to 328 Roebling Road Development Agt. Page 18 of _�vc- 2012 the fifteen - percent landscaping requirement (SSFMC, § 20.110.003) and setbacks, be counted towards any offsetting "private open space" credit. 2. Credit Relating to Trail Corridor. As provided in subsection 13(b)4 above, upon compliance with Option A or Option B (as elected by the City) with respect to the Trail Corridor, Owner will be entitled to a credit that may be offset against Owner's required Park In -Lieu Fee. If, at the time Owner would otherwise be required to pay the Park In -Lieu Fee, either the City has not yet selected between Option A or Option B with respect to the Trail Corridor, or such a selection has been made but Owner's compliance with the applicable option has not yet been completed, then the City agrees to negotiate reasonably and in good faith with Owner regarding a deferral of Owner's payment obligation for part or all of the Park In -Lieu Fee until the amount of Owner's credit under subsection 13(b)4 can be reasonably determined and given effect. 3. Future Use and Transferability of Credits. To the extent the aggregate amount of any credits to which Owner becomes entitled from time to time pursuant to subsections 13(fll and 13 2, as applicable, exceeds Owner's maximum Park In -Lieu Fee obligation under this Agreement with respect to the Project, the City agrees that (i) the amount of such excess (the "Excess Credit Amount," which may comprise the entire amount of such credits if the Park In -Lieu Fee never becomes applicable to the Project) may be applied by Owner against the unpaid balance (if any) of any other park, open space or traffic- related fees for which Owner is responsible in connection with the Project; (ii) any remaining balance of the Excess Credit Amount may be applied by Owner, or by HCP Forbes or any other affiliate of Owner or any successor owner of the Property to whom Owner expressly assigns in writing Owner's rights with respect to all or any specified portion of the Excess Credit Amount (each, a "Permitted Credit Assignee "), as a credit against any future liabilities or obligations for Park In -Lieu Fees incurred in connection with any future developments in the City of South San Francisco by Owner or by any such Permitted Credit Assignee, as applicable; and (iii) if the Park In -Lieu Fee is not eventually implemented as a fee of general applicability to commercial developments in South San Francisco, any remaining balance of the Excess Credit Amount may, in the discretion of Owner or any Permitted Credit Assignee, be applied as a credit against any other park, open space or traffic- related fees incurred in connection with any future developments in the City of South San Francisco by Owner or by any such Permitted Credit Assignee, as applicable. . 4. Effect of Future Written Agreements (If Applicable). Notwithstanding any of the foregoing, as provided in subsection 13(bl6 above, the provisions of this Section 13(fl may be modified or superseded by future 328 Roebling Road Development Agt. Page 19 of �r 2012 written agreements between Owner and the City under the circumstances described in such subsection 13(bW (g) Stormwater Fee. Pursuant to Chapter 14.04 of the South San Francisco Municipal Code, the City collects, on behalf of San Mateo County, the local portion of the San Mateo County Stormwater Management Program fee, to fund or reimburse expenses associated with the Regional Stormwater Permit ( "Stormwater Fee" ). The Stormwater Fee shall be payable for each building permit issued in connection with the Project, provided that (i) the building permit is for a development or construction activity covered by the Stormwater Fee, and (ii) a complete application for the building permit is received after the effective date of the Stormwater Fee. Unless the Stormwater Fee provides otherwise, the Stormwater Fee shall be paid prior to issuance of the respective building permit for each building to which the Stormwater Fee applies. The amount of the Stormwater Fee to be paid shall be in accordance with the calculation in effect at the time of payment. In applying such calculation, a credit will be given for the portion of the Stormwater Fee that would have been payable under such calculation based on the volume of stormwater runoff produced by the previously existing uses and conditions on the Property, prior'to construction of the Project. (h) Sewer Capacity Fee. A sewer capacity fee (the "Sewer Ca acitv Charge ") shall be paid by Owner for connection to the public sanitary sewer in accordance with Title 14 of the South San Francisco Municipal Code. Payment by Owner of the applicable Sewer Capacity Charge for each building or applicable portion thereof in the Project shall be due at the time of (and as a condition to) issuance of a Certificate of Occupancy for such building or applicable portion thereof. 14. Indemnity (a) Owner agrees to indemnify, defend (with counsel selected by Owner, subject to approval by the City, which approval shall not be unreasonably withheld, conditioned or delayed, but in no event shall this subsection require the City to waive its right to assert an ethical conflict in said representation) and hold harmless the City and its elected and appointed councils, boards, commissions, officers, agents, employees and representatives (collectively, the " ly Indemnitees ") from any and all claims, costs (including legal fees and costs) and liability for any personal injury, death or property damage (collectively, "Claims ") which arise directly or indirectly as a result of any actions or inactions by Owner, or any actions or inactions of Owner's contractors, subcontractors, agents or employees, in connection with the construction, improvement, operation or maintenance of the Project, provide d that Owner shall have no indemnification obligation with respect to any such Claims (i) to the extent such Claims are solely attributable to the gross negligence or willful misconduct of any City Indemnitee, or (ii) to the extent arising out of or in connection with the maintenance, use or condition of any public improvement after the time it has been dedicated to and accepted by the City or another public entity (except as otherwise provided in an improvement agreement or maintenance bond, if applicable). Page 20 of — 328 Roebling Road Development Agt. -27- 2012 (b) The Parties' obligations under this Section 14 shall survive the expiration or earlier termination of this Agreement and shall be independent of any other applicable indemnity agreements. 15. Interests of Other Owners Owner has no knowledge of any reason why Owner, and any other persons holding legal or equitable ownership interests in the Property as of the Effective Date, will not be bound by this Agreement. 16. Assignment (a) Right to Assign. Owner may at any time or from time to time transfer its right, title or interest in or to all or any portion of the Property. In accordance with Government Code Section 65868.5, the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to Owner as owners of all or any portion of the Property. As a condition precedent to any such transfer, Owner shall require the transferee to acknowledge in writing that transferee has been informed, understands and agrees that the burdens and benefits under this Agreement relating to such transferred property shall be binding upon and inure to the benefit of the transferee. (b) Notice of Assignment or Transfer. No transfer, sale or assignment of Owner's rights, interests and obligations under this Agreement shall occur without prior written notice to the City and approval by the City Manager, which approval shall not be unreasonably withheld, conditioned or delayed. The City Manager shall consider and decide the matter within ten (10) days after receipt of Owner's notice, provided all reasonably necessary documents, certifications and other information are provided to the City Manager. (c) Exception for Notice. Notwithstanding Section 16(b), Owner may at any time, upon notice to the City but without the necessity of any approval by the City, transfer the Property or any part thereof and all or any part of Owner's rights, interests and obligations under this Agreement to: (i) any subsidiary, affiliate, parent or other entity which controls, is controlled by or is under common control with Owner, HCP, Inc., or HCP Estates USA Inc., (ii) any member or partner of Owner or any subsidiary, parent or affiliate of any such member or partner, or (iii) any successor or successors to Owner, HCP, Inc., or HCP Estates USA Inc. by merger, acquisition, consolidation, non - bankruptcy reorganization or government action. As used in this subsection, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through the ownership of voting securities, partnership interest, contracts (other than those that transfer Owner's interest in the Property to a third party not specifically identified in this subsection) or otherwise. 328 Roebling Road Development Agt. Page 21 of _ 2012 (d) Release upon Transfer. Upon the transfer, sale or assignment of all of Owner's rights, interests and obligations under this Agreement pursuant to Section 16(a), Section 16(b) and/or Section 16(c) of this Agreement (as applicable), Owner shall be released from all obligations under this Agreement, with respect to the Property transferred, sold or assigned, to the extent such obligations arise subsequent to the date of the City Manager's approval of such transfer, sale or assignment or the effective date of such transfer, sale or assignment, whichever occurs later; provided, however, that if any transferee, purchaser or assignee approved by the City Manager expressly assumes any right, interest or obligation of Owner under this Agreement, Owner shall be released with respect to such rights, interests and assumed obligations. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval. (e) Owner's Right to Retain Specified Rights or Obligations. Notwithstanding Section 16(a), Section 16(c) and Section 16(d), Owner may withhold from a sale, transfer or assignment of this Agreement certain rights, interests and /or obligations which Owner shall retain, provided that Owner specifies such rights, interests and/or obligations in a written document to be appended to or maintained with this Agreement and recorded with the San Mateo County Recorder prior to or concurrently with the sale, transfer or assignment of the Property. Owner's purchaser, transferee or assignee shall then have no interest in or obligations for such retained rights, interests and obligations and this Agreement shall remain applicable to Owner with respect to such retained rights, interests and/or obligations. (f) Time for Notice. Within ten (10) days of the date escrow closes on any such transfer, Owner shall notify the City in writing of the name and address of the transferee. Said notice shall include a statement as to the obligations, including any mitigation measures, fees, improvements or other conditions of approval, assumed by the transferee. Any transfer which does not comply with the notice requirements of this Section 16(f) and of Section 1602) shall not release Owner from its obligations to the City under this Agreement until such time as the City is provided notice in accordance with Section 16(2). 17. Insurance (a) General Liability Insurance. During the term of this Agreement, Owner shall maintain in effect a policy of comprehensive general liability insurance with a per - occurrence combined single limit of not less than ten million dollars ($10,000,000.00) and a deductible of not more than twenty -five thousand dollars ($25,000.00) per claim. The general liability policy so maintained by Owner shall include either a severability of interest clause or cross - liability endorsement, and shall include the City and its elective and appointive boards, commissions, officers, agents, employees and representatives as additional insureds on the policy. 328 Roebling Road Development Agt. Page 22' of 2012 (b) Workers' Compensation Insurance. During the term of this Agreement, Owner shall maintain Workers' Compensation insurance for all of Owner's employees working at the Project site. Owner agrees to indemnify the City for any damage resulting from Owner's failure to maintain any such required insurance. In addition, Owner shall require each contractor and subcontractor engaged by Owner for work at the Project site to provide Workers' Compensation insurance for its respective employees working at the Project site. (c) Evidence of Insurance. Prior to City Council approval of this Agreement, Owner shall furnish the City satisfactory evidence of the insurance required in Sections 17(a) and 17 and evidence that the carrier will endeavor to give the City at least ten (10) days prior written notice of any cancellation or reduction in coverage of a policy if the reduction results in coverage less than that required by this Agreement. 1. During the term of this Agreement, in the event of a reduction (below the limits required in this Agreement) or cancellation in coverage, Owner shall, prior to such reduction or cancellation, provide at least ten (10) days prior written notice to the City, regardless of any notification by the applicable insurer. If the City discovers that the policies have been cancelled or reduced below the limits required in this Agreement and that neither the insurer nor Owner has provided prior notice to the City as required under this Agreement, said failure shall constitute a material breach of this Agreement. 2. During the term of this Agreement, in the event of a reduction (below the limits required by this Agreement) or cancellation in coverage, Owner shall have five (5) days in which to provide evidence of the required coverage being reinstated or replaced, during which time no persons shall enter the Property to construct improvements thereon, including construction activities related to the landscaping and common improvements. 3. If Owner fails to obtain reinstated or replacement coverage within five (5) days as required under the preceding subparagraph, the City may obtain, but is not required to obtain, substitute coverage and charge Owner the cost of such coverage plus an administrative fee equal to ten percent (10 %) of the premium for said coverage. 18. Covenants Run with the Land The terms of this Agreement are legislative in nature, and apply to the Property as regulatory ordinances. During the term of this Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities 328 Roebling Road Development Agt. Page 23 of _ '2^ 2012 acquiring the Property, any lot, parcel or any portion thereof, and any interest therein, whether by sale, operation of law or other manner, and they shall inure to *the benefit of the Parties and their respective successors. 19. Conflict with State or Federal Law In the event that State or Federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be modified (in accordance with Section 20 set forth below) or suspended as may be necessary to comply with such State or Federal laws or regulations. Notwithstanding the foregoing, Owner shall have the right to challenge, at its sole cost, in a court of competent jurisdiction, the law or regulation preventing compliance with the terms of this Agreement and, if the challenge in a court of competent jurisdiction is successful, this Agreement shall remain unmodified and in full force and effect. 20. Procedure for Modification Because of Conflict with State or Federal Laws In the event that State or Federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, the Parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such State or Federal law or regulation. Any such amendment or suspension of this Agreement shall be approved by the City Council in accordance with Chapter 19.60 of the Municipal Code. 21. Periodic Review (a) During the term of this Agreement, the City shall conduct "annual" and/or "special" reviews of Owner's good faith compliance with the terms and conditions of this Agreement in accordance with the procedures set forth in Chapter 19.60 of the Municipal Code. The City may recover reasonable costs incurred in conducting said review, including staff time expended and attorneys' fees. (b) At least five (5) calendar days prior to any hearing on any annual or special review, the City shall mail Owner a copy of all staff reports and, to the extent practical, related exhibits. Owner shall be permitted an opportunity to be heard orally or in writing regarding its performance under this Agreement before the City Council or, if the matter is referred to the Planning Commission, then before said Commission. Following completion of any annual or special review, the City shall give Owner a written Notice of Action, which Notice shall include a determination, based upon information known or made known to the City Council or the City's Planning Director as of the date of such review, whether Owner is in default under this Agreement and, if so, the alleged nature of the default, a reasonable period to cure such default, and suggested or potential actions that the City may take if such default is not cured by Owner. 328 Roebling Road Development Agt. Page 24 of _ �r 92012 22. Amendment or Cancellation of A zreement This Agreement may be further amended or terminated only in writing and in the manner set forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter 19.60 of the Municipal Code. 23. Agreement is Entire Agreement This Agreement and all exhibits attached hereto or incorporated herein contain the sole and entire agreement between the Parties concerning Owner's entitlements to develop the Property. The Parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each Party acknowledges that it has relied on its own judgment in entering this Agreement. The Parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. 24. Events of Default A Party shall be in default under this Agreement upon the happening of one or more of the following events: (a) If a warranty, representation or statement made or furnished by such Party to the other Party in this Agreement is false or proves to have been false in any material respect when it was made; or, (b) In the case of Owner, a finding and determination by the City made following an annual or special review under the procedure provided for in Government Code Section 65865.1 and Chapter 19.60 of the Municipal Code that, upon the basis of substantial evidence, Owner has not complied in good faith with the terms and conditions of this Agreement; or, (c) Such Party fails to fulfill any of its obligations set forth in this Agreement and such failure continues beyond any applicable cure period provided in this Agreement. This provision shall not be interpreted to create a cure period for any event of default where such cure period is not specifically provided for in this Agreement. 25. Procedure upon Default; Legal Actions (a) Upon the occurrence of an event of default (including expiration of any applicable cure period), the non - defaulting Party may, at its option, institute legal proceedings as provided below or may terminate this Agreement; provided, however, that any such termination by the City shall occur only in accordance with the provisions of Government Code Section 65865.1 and of Chapter 19.60 of the Municipal Code. 328 Roebling Road Development Agt. Page 25 of _ -ii- 2012 (b) The City shall not be deemed to have waived any claim of defect in Owner's performance if, on annual or special review, the City does not propose to terminate this Agreement. (c) No waiver or failure by either Party to enforce any provision of this Agreement shall be deemed to be a waiver of any other provision of this Agreement or of any subsequent breach of the same or any other provision. (d) Any action for breach of this Agreement shall be decided in accordance with California law. Any Party may institute legal action to cure,. correct or remedy any default, to enforce any covenant or agreement herein, to enjoin any threatened or attempted violation, or to enforce by specific performance the obligations and rights of the parties hereto. In no event shall any Party or its elected or appointed officials, directors, officers, members, partners, agents, employees or representatives be liable in monetary damages for any breach or violation of this Agreement, it being expressly understood and agreed that in addition to the right of termination (at the option of the non - defaulting Party), the sole legal or equitable remedy available to a non - defaulting Party for a breach or violation of this Agreement shall be an action in mandamus, specific performance, injunctive or declaratory relief to enforce the provisions of this Agreement. (e) A Party shall give the other Party written notice of any default by such other Party under this Agreement, and the defaulting Party shall have thirty (30) days after the date of the notice to cure the default or to reasonably commence the procedures or actions needed to cure the default; provided, however, that if such default is not capable of being cured within such thirty (30) day period but a cure is commenced within such thirty (30) day period, the defaulting Party shall have such additional time to complete the cure as is reasonably necessary. 26. Attorneys' Fees and Costs (a) Action bey. If legal action by either Party is brought because of breach of this Agreement or to enforce a provision of this Agreement, the prevailing Party is entitled to reasonable attorneys' fees and court costs. (b) Action by Third Party. If any person or entity not a party to this Agreement initiates any legal or equitable action or proceeding to challenge the validity of any provision of this Agreement or the validity or implementation of the Project approvals or of the Recirculated IS /MND, the Parties shall cooperate in defending such action or proceeding. Owner agrees to diligently defend any such action or proceeding and to bear the litigation expenses of such defense, including the City's costs, fees and expenses including overhead, City staff time and attorneys' fees (with joint counsel reasonably acceptable to the City), for any such action, including any appeal of such action. The City shall have the option to employ independent defense counsel or co- counsel at the City's expense. 328 Roebling Road Development Agt. Page 26 of -11- 2012 27. Severability If any material term or condition of this Agreement is for any reason held by a final judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a material change in the consideration for this Agreement, then either Party may elect in writing to invalidate this entire Agreement, and thereafter this entire Agreement shall be deemed null and void and of no further force or effect following such election. 28. No Third Parties Benefited No person other than the City, Owner, and their respective successors is intended to or shall have any right or claim under this Agreement, this Agreement being for the sole benefit and protection of the Parties and their respective successors. Similarly, no amendment or waiver of any provision of this Agreement shall require the consent or acknowledgment of any person not a Party or successor to this Agreement. 29. Binding Effect of Agreement The provisions of this Agreement shall bind and inure to the benefit of the Parties originally named herein and their respective successors and assigns. 30. Relationship of Parties It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by the City and Owner and that Owner is not an agent of the City. The Parties do not intend to create a partnership, joint venture or any other joint business relationship by this Agreement. The City and Owner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Owner joint venturers or partners. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of the City in connection with the performance of Owner's obligations under this Agreement. 31. Bankruptcy The obligations of this Agreement shall not be dischargeable in bankruptcy. 32. Mortgagee Protection: Certain Rights of Cure (a) Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum of this Agreement is recorded with the San Mateo County Recorder, including the lien of any deed of trust or mortgage ( "Mortgage "). Notwithstanding the foregoing, no breach hereof shall defeat, invalidate, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees ("Mortgagees"), who acquire title to the 328 Roebling Road Development Agt. Page 27 of _III , 2012 Property or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. (b) Mortgagee Not Obligated. No foreclosing Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of any improvements required by this Agreement, or to pay for or guarantee construction or completion thereof. The City, upon receipt of a written request therefor from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Owner under this Agreement, provided that all defaults by Owner hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply with all of the provisions of this Agreement. (c) Notice of Default to Mortgagee. If the City receives notice from a Mortgagee requesting a copy of any notice of default given to Owner hereunder and specifying the address for service thereof, the City shall deliver to the Mortgagee concurrently with service thereof to Owner, all notices given to Owner describing all claims by the City that Owner has defaulted hereunder. If the City determines that Owner is in noncompliance with this Agreement, the City also shall serve notice of noncompliance on the Mortgagee, concurrently with service thereof on Owner. Until such time as the lien of the Mortgage has been extinguished, the City shall: 1. Take no action to terminate this Agreement or exercise any other remedy under this Agreement, unless the Mortgagee shall fail, within thirty (30) days of receipt of the notice of default or notice of noncompliance, to cure or remedy or commence to cure or remedy such default or noncompliance; rovided, however, that if such default or noncompliance is of a nature that cannot be remedied by the Mortgagee or is of a nature that can only be remedied by the Mortgagee after such Mortgagee has obtained possession of and title to the Property, by deed -in -lieu of foreclosure or by foreclosure or other appropriate proceedings, then such default or noncompliance shall be deemed to be remedied by the Mortgagee if, within ninety (90) days after receiving the notice of default or notice of noncompliance from the City, (i) the Mortgagee shall have acquired title to and possession of the Property, by deed -in -lieu of foreclosure, or shall have commenced foreclosure or other appropriate proceedings, and (ii) the Mortgagee diligently prosecutes any such foreclosure or other proceedings to completion. 2. If the Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings by reason of any process or injunction issued by any court or by reason of any action taken by any court having jurisdiction over any bankruptcy or insolvency proceeding involving Owner, then the times specified above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. 328 Roebling Road Development Agt. Page 28 of _ 2012 (d) Performance by Mortgagee. Each Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Agreement, to do any act or thing required of Owner under this Agreement, and to do any act or thing not in violation of this Agreement, that may be necessary or proper in order to prevent termination of this Agreement. All things so done and performed by a Mortgagee shall be as effective to prevent a termination of this Agreement as the same would have been if done and performed by Owner instead of by the Mortgagee. No action or inaction by a Mortgagee pursuant to this Agreement shall relieve Owner of its obligations under this Agreement. (e) Mortgagee's Consent to Modifications. Subject to the sentence immediately following, the City shall not consent to any amendment or modification of this Agreement unless Owner provides the City with written evidence of each Mortgagee's consent, which consent shall not be unreasonably withheld, to the amendment or modification of this Agreement being sought. Each Mortgagee shall be deemed to have consented to such amendment or modification if it does not object to the proposed amendment or modification by written notice given to the City within thirty (30) days from the date written notice of such proposed amendment or modification is given by the City or Owner to the Mortgagee. If such notice of the proposed amendment or modification is given solely by Owner, then Owner shall also provide the City with reasonable evidence of the delivery of such notice to the Mortgagee. 33. Estoppel Certificate Either Party from time to time may deliver written notice to the other Party requesting written certification that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and constitutes a binding obligation of the Parties; (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications; and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing therein the nature and monetary amount, if any, of the default. A Party receiving a request hereunder shall endeavor to execute and return the certificate within ten (10) days after receipt thereof, and shall in all events execute and return the certificate within thirty (30) days after receipt thereof. Failure of a Party to return a requested certificate in a timely manner shall not be deemed a default of the Party's obligations under this Agreement and no cause of action shall arise based on such failure, but such Party shall thereupon be deemed to have certified that the statements in clauses (i) through (iii) of this Section are true, and the requesting Party and any third parties shall be entitled to rely upon such deemed certification. The City Manager shall have the right to execute any such certificate requested by Owner hereunder provided the certificate is requested within six (6) months of any annual or special review. The City acknowledges that a certificate hereunder may be relied upon by permitted transferees and Mortgagees. At the request of Owner, the certificates provided by the City establishing the status of this Agreement with respect to any lot or parcel shall be in Page 29 of 328 Roebling Road Development Agt. 2012 34. 35. 36. recordable form, and Owner shall have the right to record the certificate for the affected portion of the Property at Owner's cost. Force Majeure Notwithstanding anything to the contrary contained herein, either Party shall be excused for the period of any delay in the performance of any of its obligations hereunder, except the payment of money, to the extent such performance is prevented or delayed by one or more of the following specific causes beyond such Party's control: major weather differences from the normal weather conditions for the South San Francisco area, war, acts of God or of the public enemy, fires, explosions, floods, earthquakes, invasions by non - United States armed forces, failure of transportation due to no fault of the Parties, unavailability of equipment, supplies, materials or labor when such unavailability occurs despite the applicable Party's good faith efforts to obtain same (good faith includes the present and actual ability to pay market rates for said equipment, materials, supplies and labor), strikes of employees other than Owner's, freight embargoes, sabotage, riots, acts of terrorism, acts of the government, and litigation initiated by a non -Party challenging this Agreement or any Project approval or entitlement. The Party claiming such extension of time to perform shall send written notice of the claimed extension to the other Party within thirty (30) days from the commencement of the cause entitling the Party to the extension. Rules of Construction and Miscellaneous Terms (a) The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory, "may" is permissive. (b) Time is and shall be of the essence in this Agreement. (c) Where a Party consists of more than one person, each such person shall be jointly and severally liable for the performance of such Party's obligations hereunder. (d) The captions in this Agreement are for convenience only, are not a part of this Agreement and do not in any way limit or amplify the provisions thereof. (e) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date thereof. Exhibits Exhibit A -1 Legal Description and Map of Primary Property Exhibit A -2 Legal Description and Map of First Adjacent Property Exhibit A -3 Legal Description and Map of Second Adjacent Property Exhibit A -4 Legal Description and Map of Trail Corridor Exhibit B Plan Set, and Use Permit (if issued prior to Effective Date) 328 Roebling Road Development Agt. Page 30 of _ -17- 2012 Exhibit C Conditions of Approval and MMRP 37. Notices All notices required or provided for under this Agreement shall be in writing and delivered in person (to include delivery by courier) or sent by certified mail, postage prepaid, return receipt requested or by overnight delivery service, and shall be effective upon actual delivery as evidenced by the return receipt or by the records of the courier, overnight delivery service or other person making such delivery. Notices to the City shall be addressed as follow: City Clerk P.O. Box 711, 400 Grand Avenue South San Francisco, CA 94080 Notices to Owner shall be addressed as follows: Bayside Area Development, LLC c/o HCP, Inc. 3760 Kilroy Airport Way, Suite 300 Long Beach, CA 90806 -2473 Attn: Legal Department With a copy to: Bayside Area Development, LLC c/o HCP Life Science Estates 400 Oyster Point Boulevard, Suite 409 South San Francisco, CA 94080 Attn: Jon Bergschneider A party may change its address for notice by giving notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. 328 Roebling Road Development Agt. Page 31 of _ ie 2012 IN WITNESS WHEREOF this Agreement has been executed by the Parties on the day and year first above written. ATTEST: City Clerk APPROVED AS TO FORM: Steven T. Mattas, City Attorney 328 Roebling Road Development Agt. CITY: CITY OF SOUTH SAN FRANCISCO LON Barry M. Nagel, City Manager OWNER: BAYSIDE AREA DEVELOPMENT, LLC By: HCP Estates USA Inc., a Delaware corporation, Its Managing Member Jonathan M. Bergschneider Executive Vice President Page 32 of _ 2012 EXHIBIT A -1 PRIMARY PROPERTY DESCRIPTION AND MAP Real property commonly known as 328 Roebling Road, located in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: Lots 6 and 7, Map of Milland Tract, filed June 4, 1958, Book 48 of Maps, Page 50, San Mateo County Records. Assessor's Parcel No. 015- 041 -250 [map of Primary Property attached] 328 Roebling Road Development Agt. Page 33 of -40- 2012 EXHIBIT A -2 FIRST ADJACENT PROPERTY DESCRIPTION AND MAP Real property commonly known as 233 East Grand Avenue, located in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: Parcel One: Beginning at a point in the northeasterly line of East Grand (formerly Swift or Walker) Avenue, in the City of South San Francisco, said point being the most westerly corner of that certain 14 acre tract described in Deed from South San Francisco Land and Improvement Company to The Moran Company, recorded March 19, 1917 in Book 265 of Deeds at Page 29, Records of San Mateo County, said point being distant South 56° 37' 18" East 124.91 feet and North 33° 22'4211 East 50 feet from a granite monument set in the center line of East Grand Avenue, at the first angle point East of the Southern Pacific Railroad; thence running from said point of beginning, along the northeasterly line of said East Grand Avenue, South 56° 37' 16" East 10.40 feet to a point thereon; thence leaving said line of East Grand Avenue, North 33° 22'42" East 235 feet; thence at a right angle North 56° 37' 18" West 125.21 feet to the northeasterly production of the southeasterly line of that certain 0.48 acre tract conveyed by South San Francisco Land and Improvement Company to the City of South San Francisco, dated October 7, 1929 and recorded December 24, 1929 in Book 454 of Official Records of San Mateo County at Page 134 (50992 - B); thence along the northeasterly production of the southeasterly line of said 0.48 acre tract, South 33° 22'42" West 35 feet to the northeasterly line thereof; thence along said northeasterly line, North 56° 37' 18" West 95.53 feet to the northwesterly line of said 0.48 acre tract; thence South 33° 22'42" West, along said northwesterly line, 246.59 feet to a point on the northerly line of East Grand (formerly Swift or Walker) Avenue; which last said point bears South 891 52130" West 69.35 feet and North 00° 07'30" West 50 feet from aforesaid granite monument; thence North 89° 52'30" East, along said northerly line of East Grand Avenue, 84.40 feet to an angle point thereon; thence.along the northeasterly line of East Grand Avenue, south 56° 37' 18" East 139.96 feet to the point of beginning. Parcel Two: Description of 6' -0" strip of land adjacent to the easterly right of way line of Roebling Road, to be conveyed to A.C. Freemen, from the City of South San Francisco, said 6' -0" strip of land being a part of that 6' -0" strip of land conveyed to the City of South San Francisco from the South San Francisco Land and Improvement Company, by Deed dated August 28, 1929 recorded December 24, 1929 in Book 447 of Official Records of San Mateo County, Page 453 (50993 -B) containing 0.34 acres, passed by Council resolution dated October 21, 1929 on Deed conveying 6-0" strip dated January 4, 1928. Said 6' -0" strip being that real property described by the following line: BEGINNING at a point on the easterly right of way line of Roebling Road, said point being the southwesterly property corner of Lot 7 of the map entitled "Milland Tract, City of South San Page 34 of 328 Roebling Road Development Agt. , 2012 Ai Francisco, San Mateo County, California" as said map was filed in the office of the Recorder of the County of San Mateo, State of California on June 4, 1958 in Book 48 of Maps at Page 50 (46367 -Q); thence from said point of beginning southwesterly South 33° 22' 42" West along said easterly right of way line of Roebling Road 240.00 feet; thence leaving said right of way and proceeding southeasterly South 56° 37' 18" East for a distance of 6.00 feet to the lands of Freeman; thence turning and proceeding northeasterly North 33° 22' 42" East 240.00 to the southerly line of above mentioned Lot 7; thence westerly North 56° 37' 18" West 6.00 feet along lot line to the point of beginning. EXCEPTING FROM PARCELS ONE AND TWO ABOVE, all that certain property conveyed in Deed from United Cold Storage, a California corporation to City of South San Francisco, a municipal corporation recorded June 9, 1975 in Book 6862, page 377, Instrument No. 56803AI, Official Records of San Mateo County, described as follows: BEGINNING at the most southwesterly corner of said Parcel One, said point of beginning being distant along the northerly right of way line of East Grand Avenue North 891 52'30" East 43.18 feet from its intersection with the centerline of Roebling Road, as said street and right of way line are shown on that certain map entitled "Milland Tract, City of South San Francisco, San Mateo County, California ", which map was recorded on June 4, 1958 in Volume 48 of Maps at Page 50, Records of San Mateo County; thence from said Point of Beginning along the southerly line of said Parcel One North 89° 52' 30" East 15.14' feet to a point of cusp; thence tangent to the preceding course northwesterly and northerly along the arc of a curve to the right having a radius of 12.00 feet and. a central angle of 123' 30' 12 ", an arc distance of 25.87 feet to a point on the northwesterly line of said Parcel Two, said northwesterly line also being the southeasterly right of way line of said Roebling Road; thence along said northwesterly line tangent to the preceding curve South 33° 22'42" West 11.77 feet to the most westerly corner of said Parcel Two; thence along the southwesterly line of said Parcel Two South 56° 37' 18" East 6.00 feet to a point on the northwesterly line of said Parcel One; thence along said northwesterly line of Parcel One South 33° 22' 42" West 6.59 feet to the point of beginning. Assessor's Parcel No. 015- 041 -290 [.napof First .Adjacent Property attached] Page 35 of = 328 Roebling Road Development Agt. -41- 2012 EXHIBIT A -3 SECOND ADJACENT PROPERTY DESCRIPTION AND MAP Real property commonly known as 340 Roebling Road, located in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: Parcel One: Lot 5, as shown on the Map entitled "Milland Tract, City of South San Francisco, San Mateo County, California," which Map was filed in the Office of the Recorder of the County of San Mateo, State of California, on June 4, 1958, in Book 48 of Maps, at Page 50. Parcel Two: An easement for railroad purposes 20 feet in width lying 10 feet on either side of a centerline more particularly described as follows: Beginningg at a point on the northwesterly line of the above - described parcel distant thereon South 33 22' 42" West 16.17 feet from the most northerly corner thereof; thence from said point of beginning and leaving said northwesterly line North 560 37' 18" West 170.00 feet; thence tangent to the preceding course on the arc of a curve to the left having a radius of 260.00 feet, erroneously shown as "160 feet" on the above - mentioned Map, an arc distance of 60.04 feet, to a point on the southerly line of the lands described in Parcel 5 of the deed from South San Francisco Land and Improvement Company to the South San Francisco Belt Railway by deed recorded December 8, 1928, in Book 384 of Official Records of San Mateo County, at Page 289 (23920 -B), and said 20 feet easement being contiguous for its full width at its northwesterly terminus to said southerly line of said lands conveyed to South San Francisco Belt Railway. Assessor's Parcel No. 015- 041 -110. [map of Second Adjacent Property attached] Page 36 of 328 Roebling Road Development Agt. _ct�_ 2012 EXHIBIT A -4 TRAIL CORRIDOR DESCRIPTION AND MAP Real property located in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: Lot 7 in Block 2 of Cabot, Cabot & Forbes Industrial Park Unit No. 1 in the City of South San Francisco, County of San Mateo, State of California, as shown on map filed February 26, 1965 in Book 61, Page 45 through 49 of Maps, in the office of the County Recorder of said County. Map Dg icting Location of Trail Corridor: AVORT7W . TW Polls MI • ww1. 1 rt wwl AWNhW4*41 a.Wanfxr Is Mgt Ka W Wlh NOm It #40" AKh &W AW W&.&dW b WIN a w4ps, 6APAW. l� i"3 ■l1Y11lTTJ AUIIl�YJIltfO! lYlO.SLiQ trio i 4 Page 37 of 328 Roebling Road Development Agt. -44- 2012 �o4z8us o W ti o CQlIFOR�tiA Staff Re-Dort DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Marry Van Duyn, Assistant City Manager SUBJECT: BRITANNIA FORBES RESEARCH CENTER — AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH HCP FORBES, LLC FOR A RESEARCH AND DEVELOPMENT AND OFFICE DEVELOPMENT AT 494 FORBES BOULEVARD. RECOMMENDATION: It is recommended that the City Council waive reading and adopt an Ordinance to approve Development Agreement DA12 -0002. BACKGROUND /DISCUSSION: The City Council previously waived reading and introduced the following ordinance. The ordinance is now ready for adoption. AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH HCP FORBES, LLC FOR A RESEARCH AND DEVELOPMENT AND OFFICE DEVELOPMENT AT 494 FORBES BOULEVARD (Introduced on 11/14/2012; Vote to Waive Reading and Introduce Ordinance: 5 -0. By� By: r s� Marty Van Duyn Nagel Assistant City Man City Manager Attachments: I. Ordinance BMN/MVD /SK/GB/la ORDINANCE NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH HCP FORBES, LLC FOR A RESEARCH AND DEVELOPMENT AND OFFICE DEVELOPMENT AT 494 FORBES BOULEVARD WHEREAS, HCP Forbes, LLC ( "Owner ") and HCP, Inc. (formerly Slough Estates USA, Inc.) ( "Applicant ") have proposed to construct two new office /research and development buildings, one four stories and one five stories, totaling 326,020 square feet, a three -level parking structure, and surface parking areas ( "Project ") on a 7.48 acre vacant site, located at 494 Forbes Boulevard ( "Project Site ") in the City of South San Francisco ( "City "); and WHEREAS, Applicant seeks approval of a Use Permit, Development Agreement, Preliminary Transportation Demand Management ( "TDM ") Plan, and Design Review; and, WHEREAS, the Applicant has requested approval of a Development Agreement which would clarify and obligate several project features and mitigation measures, including payment of existing fees (such as the Oyster Point Overpass Fee, East of 101 Traffic Impact Fee, Stormwater Fee, Sewer Impact Fee, and Childcare Impact Fee), payment of certain fees the City has traditionally included in its development agreements (such as a Rails -to- Trails Improvement or Payment), and certain future fees (including a Park -in -Lieu Fee and Public Safety Impact Fee); and WHEREAS, approval of the Applicant's proposal is considered a "project" for purposes of the California Environmental Quality Act, Pub. Resources Code, §§ 21000, et seq. ( "CEQA "); and, WHEREAS, the City Council reviewed and carefully considered the information in the Environmental Impact Report ( "EIR "), and by separate resolution, made findings and certified the EIR, as an objective and accurate document that reflects the independent judgment and analysis of the City in the discussion of the Project's environmental impacts; and, WHEREAS, the City Council reviewed and considered, and by separate resolution, made findings and approved the Use Permit, Preliminary TDM Plan, and Design Review for the Project; and, WHEREAS, the Planning Commission held a duly noticed public hearing on October 4, 2012, to solicit public comment and consider the EIR and the proposed entitlements and take public testimony, at the conclusion of which the Planning Commission recommended that the City Council certify the EIR and approve the Project and Development Agreement; and, -1- WHEREAS, the City Council held a duly notice public hearing on November 14, 2012, to consider the EIR, the Use Permit, Development Agreement, Preliminary TDM Plan, and Design Review and take public testimony. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1. Findings. That based on the entirety of the record before it, which includes without limitation, CEQA and the CEQA Guidelines, 14 California Code of Regulations § 15000, et seq.; the South San Francisco 1999 General Plan and General Plan Environmental Impact Report, including the 2001 updates to the General Plan and 2001 Supplemental Environmental Impact Report; the South San Francisco Municipal Code; the EIR prepared for the Project; all reports, minutes, and public testimony submitted as part of the Design Review Board meeting held on July 20, 2010; all reports, minutes, and public testimony submitted as part of the Planning Commission's meeting held on October 4, 2012; all reports, minutes, and public testimony submitted as part of the City Council's duly noticed public hearing on November 14, 2012; and any other evidence (within the meaning of Public Resources Code § 21080(e) and § 21082.2), the City Council of the City of South San Francisco hereby finds as follows: A. The foregoing Recitals are true and correct and made a part of this Ordinance. B. The proposed Development Agreement (attached as Exhibit A), is incorporated by reference and made a part of this Ordinance, as if set forth fully herein. C. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin. D. The proposed Development Agreement for the Project is consistent with the objectives, policies, general land uses and programs specified in the General Plan, as amended and adopted. This finding is based upon all evidence in the record as a whole, including, but not limited to the City Council's independent review of these documents. The General Plan includes policies and programs that are designed to encourage the development of research and development and office uses in the East of 101 Area. Further, the land uses, development standards, densities and intensities, buildings and structures proposed are compatible with the goals, policies, and land use designations established in the General Plan (see Gov't Code, § 65860), and none of the land uses, development standards, densities and intensities, buildings and structures will operate to conflict with or impede achievement of the any of the goals, policies, or land use designations established in the General Plan. Specifically, the proposed Project is consistent with the City's General Plan. The project site is designated Business and Technology Park and zoned Business Technology Park ( "BTP "). This designation and zoning district accommodate R &D uses, subject to certain development and FAR restrictions. The proposed Project complies with development restrictions and proposes a -2- FAR of 1.0, which conforms to the maximum allowable FAR in the Business and Technology Park General Plan designation with a TDM. This finding is based upon all evidence in the Record as a whole, including, but not limited to, the City Council's independent review of the Record. E. The City Council has independently reviewed the proposed Development Agreement, the General Plan, the South San Francisco Municipal Code, and applicable state and federal law, including Government Code section 65864, et seq., and has determined that the proposed Development Agreement complies with all applicable zoning, subdivision, and building regulations and with the General Plan. This finding is based upon all evidence in the Record as a whole, including, but not limited to: the City Council's independent review of these documents, oral and written evidence submitted at the public hearings on the Project, including advice and recommendations from City staff. F. The proposed Development Agreement for the Project states its specific duration. This finding is based upon all evidence in the Record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement and its determination that Section 2 of the Development Agreement states that the Development Agreement shall expire ten (10) years from the effective date of this Ordinance. G. The proposed Development Agreement incorporates the permitted uses, density and intensity of use for the property subject thereto, as reflected in the proposed Project (P06- 0025), EIR (EIR06- 0001), Use Permit (UP06- 0009), Transportation Demand Management Plan (TDM06- 0001), Design Review (DR06- 0021), and Development Agreement (DA12- 0002). This finding is based upon all evidence in the Record as a whole, including, but not limited to, the City Council's independent review of the proposed Development Agreement and its determination that Section 3 of the Development Agreement sets forth the Project Approvals, development standards, and the documents constituting the Project. H. The proposed Development Agreement states the maximum permitted height and size of proposed buildings on the property subject thereto. This finding is based upon all evidence in the Record as a whole, including, but not limited to, the City Council's independent review of the proposed Development Agreement and its determination that Section 3 of the Agreement sets forth the documents which state the maximum permitted height and size of buildings. I. The proposed Development Agreement states specific provisions for reservation or dedication of land for public purposes. This finding is based on all evidence in the Record as a whole, including, but not limited to the City Council's independent review of the Development Agreement and its determination that Section 13(b) addresses the possibility of land dedication as part of the Rails -to- Trails program. SECTION 2. Approval of Development Agreement. -3- A. The City Council of the City of South San Francisco hereby approves the proposed Development Agreement with HCP Forbes, LLC, attached hereto as Exhibit A and incorporated herein by reference. B. The City Council further authorizes the City Manager to execute the Development Agreement, on behalf of the City, in substantially the form attached as Exhibit A, and to make revisions to such Agreement, subject to the approval of the City Attorney, which do not materially or substantially increase the City's obligations thereunder. SECTION 3. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the naives of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. -4- Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 14th day of November, 2012. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the 12th day of December, 2012, by the following vote: AYES: NOES: ABSTENTIONS: \: Y0iYis Attest: Krista Martinelli City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this 12th day of December, 2012. Mayor -5- 1996384.1 Exhibit A Development Agreement -6- Recording Requested By: CITY OF SOUTH SAN FRANCISCO When Recorded Mail To: CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue South San Francisco, CA 94083 Attn: City Clerk Mail Tax Statements To: HCP Forbes, LLC c/o Thomson Reuters P.O. Box 4549 Carlsbad, CA 92018 (Space above this line for Recorder's use) This instrument is exempt from recording fees pursuant to Government Code Sec. 27383. Documentary Transfer Tax is $ 0.00 (exempt per Rev. & Taxation Code Sec. 11922, Transfer to Municipality). DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO I\IM11 HCP FORBES, LLC MITI 494 FORBES BOULEVARD R &D PROJECT -7- DEVELOPMENT AGREEMENT 494 Forbes Boulevard R &D Project This DEVELOPMENT AGREEMENT FOR THE 494 FORBES BOULEVARD R &D PROJECT is dated as of , 2012 ( "Agreement ") and is entered into between (i) HCP Forbes, LLC, a Delaware limited liability company ( "Owner ") on the one hand and (ii) the CITY OF SOUTH SAN FRANCISCO, a municipal corporation organized and existing under the laws of the State of California (the "C') on the other hand. Owner and the City are sometimes collectively referred to herein as "Parties." RECITALS A. WHEREAS, California Government Code ( "Government Code ") Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property or on behalf of those persons having same; and, B. WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code ( "Municipal Code'), establishing procedures and requirements for adoption and execution of development agreements; and, C. WHEREAS, this Agreement concerns property (the "PM pert ') consisting of an approximately 7.48 -acre site located on the southwest corner of the intersection of Forbes Boulevard and Allerton Avenue, as shown and more particularly described in Exhibit A attached hereto and incorporated herein by reference, commonly known as 494 Forbes Boulevard; and D. WHEREAS, Owner owns or has a legal or equitable interest in the Property; and, E. WHEREAS, Owner has submitted a development proposal to the City, including requests for various City land use entitlements, that would permit the development of the Property as originally depicted in the 494 Forbes Boulevard R &D Project Planning Application dated , 20—, prepared by DES Architects + Engineers, Inc., as subsequently amended and as most recently depicted in the updated Planning Commission Submittal dated as of September 5, 2012 (as so amended, the "Plan Set," a copy of which Plan Set is attached hereto as Exhibit B and incorporated herein by reference); and, F. WHEREAS, Owner has requested that the City enter into this Agreement to set forth the rights and obligations of the Parties relating to the development of the Property; and, G. WHEREAS, all proceedings necessary for the valid adoption and execution of this Agreement have taken place in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act ( "CEO A "), and Chapter 19.60 of the Municipal Code; and, 494 Forbes Boulevard Development Agt. Page 1 of -8- 2012 H. WHEREAS, the City Council and the Planning Commission have found that this Agreement is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on October 13, 1999 and as amended from time to time; and, I. WHEREAS, on took effect on , 2012, the City Council adopted Ordinance No. _ approving and adopting this Agreement and the Ordinance thereafter , 2012. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: 1. Effective Date Pursuant to Section 19.60.140 of the Municipal Code, notwithstanding the fact that the City Council adopts an ordinance approving this Agreement, this Agreement shall be effective and shall only create obligations for the Parties from and after the date that the ordinance approving this Agreement takes effect (the "Effective Date "). 2. Duration This Agreement shall expire ten (10) years from the Effective Date, but in no event later than December 31, 2022 unless (and then only to the extent) such date is extended pursuant to the immediately following sentence. If litigation against Owner (or any of its officers, agents, employees, contractors, representatives or consultants) to which the City also is a party should delay implementation or construction on the Property of the "Project" (as defined in Section 3 below), the expiration date of this Agreement shall be extended for a period equal to the length of time from the time the summons and complaint is served on the defendant(s) until the judgment entered by the court is final and not subject to appeal; provided, however, that the total amount of time for which the expiration date shall be extended as a result of such litigation shall not exceed five (5) years. 3. Project Description; Development Standards for Project The project to be developed on the,Property pursuant to this Agreement (the "Project ") shall consist of (i) two (2) new research and development buildings, one (Building A) with five (5) stories containing approximately 188,076 square feet of occupiable space and one (Building B) with four (4) stories containing approximately 137,944 square feet of occupiable space (for an aggregate of approximately 326,020 square feet); (ii) a separate four -level parking garage located toward the rear of the site, behind Building A, providing 848 parking spaces; (iii) surface parking areas that will provide parking for an additional 83 vehicles; and (iv) related improvements, all as provided in the Plan Set and as approved by the City Council. 494 Forbes Boulevard Development Agt. Page 2 of _ -9- 2012 (a) The permitted uses, the density and intensity of uses, the maximum heights, locations and total area of the proposed buildings, the provisions for vehicular access and parking, any reservation or dedication of land, any public improvements, facilities and services, and all environmental impact mitigation measures imposed as approval conditions for the Project shall be exclusively those provided in the Plan Set, the Use Permit issued in connection with the Project and the Conditions of Approval imposed in connection with such Use Permit (copies of which Use Permit and Conditions of Approval are attached hereto as part of Exhibit B and Exhibit C, respectively), the Development Plan as defined below, the EIR as defined below, the MMRP as defined below, this Agreement (as approved by the City Council), any amendments or addenda to any of the foregoing in effect as of the Effective Date, and the applicable ordinances in effect as of the Effective Date (including, but not limited to, the applicable provisions of the Municipal Code in effect as of the Effective Date), except as modified in this Agreement. (b) Subject to Owner's fulfillment of its obligations under this Agreement, upon the Effective Date of this Agreement, the City hereby grants to Owner a vested right to develop and construct on the Property all the improvements for the Project authorized by, and in accordance with, the terms of this Agreement, the Plan Set (as approved by the City Council) and the applicable ordinances in effect as of the Effective Date. (c) Except as authorized by this Agreement, upon such grant of right, no future amendments to the City General Plan, the City Zoning Code, the Municipal Code, or other City ordinances, policies or regulations in effect as of the Effective Date shall apply to the Project, except such future modifications (if any) that are not in conflict with and do not prevent or materially inhibit the development of the Project as proposed in the Plan Set (as approved by the City Council); provided, however, that nothing in this Agreement shall prevent or preclude the City from adopting any land use regulations or amendments expressly permitted herein or otherwise required by State or Federal Law. (d) Notwithstanding South San Francisco Municipal Code, Section 20.450.411(A), any Use Permit lawfully issued by the City for any portion of the Project shall not expire until the expiration of this Agreement, as described in Section 2, above, provided Owner is not in material breach of the terms of this Agreement or the Conditions of Approval for said Use Permit. (e) Owner shall cause the Project to be submitted for certification pursuant to the Leadership in Energy and Environmental Design (LEED) Green Building Rating System of the U.S. Green Building Council (USGBC) under an appropriate LEED rating system, applying the version of such rating system in effect at the time the Project is registered with the USGBC. Owner shall use commercially reasonable good faith efforts to achieve a "Silver" rating for the Project; provided, however, that Owner shall not be in default under this Agreement if, notwithstanding Owner's good faith efforts, the Project does not receive a "Silver" (or higher) Page 3 of _ 494 Forbes Boulevard Development Agt. -10- 2012 rating. For convenience, recognizing that there may be significant differences in timing for construction of the two buildings comprising the Project and/or for construction of the building shell and tenant improvements for either or both buildings individually, Owner in its discretion may (i) pursue certification of both buildings concurrently or of each building separately, and (ii) pursue certification of the building shell together with or separately from the tenant improvements in either building or in both buildings. (f) In developing the Project, Owner shall implement the mitigation measures set forth in the Mitigation Monitoring and Reporting Program (the "MMRP") attached hereto as part of Exhibit C and incorporated herein by this reference, which MMRP was approved concurrently with the approval of the 2nd Partial Recirculated Draft EIR for the Project as most recently revised and recirculated in April 2012 (together with the Draft Environmental Impact Report published in April 2007, collectively the " EIR "), subject to any modifications and clarifications set forth in this Agreement or otherwise requested by Owner and approved in writing by the City. Without limiting the generality of the foregoing, the applicable provisions of Exhibit C attached hereto and incorporated herein by reference shall apply to Owner's construction of certain off -site improvements required under the MMRP in connection with potential traffic impacts of the Project (the "Off -Site Improvements "). To the extent there are significant differences in timing for the issuance of permits and construction of the two buildings (other than the parking structure) comprising the Project, and to the extent Owner can reasonably demonstrate that the conditions to be addressed by one or more of the mitigation measures set forth in the MMRP are associated primarily with full completion of the Project rather than with completion of the initial building in the Project (and the parking structure, if applicable), the City agrees to consider any request by Owner for a phased implementation of such mitigation measures and agrees not to unreasonably withhold, condition or delay its approval of such a request. 4. [Intentionally Omitted.] 5. Permits for Project Owner shall submit a Development Plan for development of the Project (the "Development Plan ") within sixty (60) days of applying for a grading permit for any phase of the Project. The Development Plan shall address, at a minimum, the landscaping and common area improvements required for each phase of the Project. For each phase, the City shall issue building permits and Certificates of Occupancy only after the City has reviewed and approved Owner's applications therefor. City staff review of applications for permits, certificates, approvals or other entitlements shall be limited to determining whether the following conditions are met: (a) The application is complete; and, Page 4 of _ 494 Forbes Boulevard Development Agt. 2012 -11- (b) Owner has complied with the conditions of the City Council's approval of the Project, all applicable portions of this Agreement, all applicable Uniform Codes, the Municipal Code, CEQA requirements (including any required mitigation measures as set forth in the EIR or MMRP, as modified and/or clarified pursuant to this Agreement where applicable) applicable to the issuance of such permits or certificates, and any other applicable Federal and State Laws; and, (c) Owner has obtained Design Review approval for the Project, including required approval of landscaping and common area improvements, subject to any applicable provisions of this Agreement clarifying or amending the conditions of approval with respect to such Design Review approval; and, (d) All applicable processing, administrative and legal fees have been paid subject to the provisions of this Agreement; and, (e) For Certificates of Occupancy (if applicable) with respect to any phase of the Project prior to substantially full completion of the Project, Owner has completed, and the City has approved, the landscaping and common area improvements reasonably necessary for the occupancy and use of the applicable phase of the Project. For the sake of clarification, the Parties confirm that if only a single building is constructed in the first phase of construction of the Project, Owner shall not be required to complete landscaping and common area improvements on the lot on which the second -phase building will be located in order to obtain a Certificate of Occupancy for the first -phase building, except: 1) street setback landscape improvements; and 2) to the minimum extent (if any) that any such common area improvements are reasonably necessary for the safe and convenient occupancy and use of the first -phase building. The parties agree to negotiate reasonably and in good faith regarding the application of the foregoing standards in the context of a specific phasing plan when and as presented by Owner to the City. 6. Vesting of Ap rovals Except as provided in this Agreement, upon the City's approval of the Project, including (without limitation) its Design Review approval and its approval of the Plan Set, Use Permit, Development Plan, Transportation Demand Management Plan, EIR, MMRP and this Agreement, such approvals and the land use entitlements conferred by such approvals shall vest in Owner and its successors and assigns for the term of this Agreement, provide d that any such successors and assigns comply with the terms and conditions of this Agreement, including, but not limited to, submission of insurance certificates and bonds for the grading of the Property and construction of improvements. 7. Cooperation between Parties in Implementation of This A eement It is the Parties' express intent to cooperate with one another and diligently work to implement all land use and building approvals for development of the Project in accordance with the terms of this Agreement. Accordingly, Owner and the City shall 494 Forbes Boulevard Development Agt. Page 5 of _ -12- 2012 proceed in a reasonable and timely manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for implementation of this Agreement and development of the Project in accordance with the terms of this Agreement. The City shall proceed, and shall cause its planners, engineers and other consultants to proceed, in an expeditious manner to complete all City actions required for the approval and development of the Project, including, but not limited to, the following: (a) Scheduling all required public hearings by the City Council and City Planning Commission; and (b) Processing and checking all maps, plans, permits, building plans and specifications and other plans relating to development of the Property filed by Owner or its nominee, successor or assign as necessary for development of the Project; and (c) Inspecting and providing acceptance of or comments on all work by Owner that requires acceptance or approval by the City. Owner shall provide or submit, and shall cause its planners, engineers and other consultants to provide or submit, to the City in a timely manner all documents, applications, plans and other information necessary for the City to carry out its obligations hereunder. Access. Easements and Rights of Way In order to facilitate and ensure development of the Project in accordance with the Plan Set, this Agreement and the City Council's conditions of approval, and in particular to facilitate Owner's construction of any Off -Site Improvements required pursuant to this Agreement or the City Council's conditions of approval, (a) Owner shall negotiate for and acquire, at Owner's expense, all access rights, easements and rights of way (if any) necessary for the construction of such Off -Site Improvements, and (b) the City shall cooperate with and assist Owner, at Owner's expense, in any manner reasonably requested by Owner from time to time and reasonably within the City's control, in connection with Owner's negotiation for and acquisition of any such access rights, easements and rights of way. Owner expressly acknowledges, however, that the City is under no obligation to use its power of eminent domain in order to acquire any such access rights, easements or rights of way or in order otherwise to facilitate the development of the Project. Owner shall keep the City reasonably advised of the need for and status of any such acquisition of access rights, easements and rights of way (if any) for such Off -Site Improvements, and the City in its discretion shall have the right to participate in or observe any negotiations relating to such acquisition. Any acquisition - related expenses that are Owner's responsibility under the foregoing provisions of this Section shall be paid by Owner to or as directed by the City within thirty (30) days after Owner's receipt of a request for payment accompanied by invoices or other documentation evidencing, in reasonable detail, the expenses for which payment or reimbursement is requested. To the extent the Off -Site Improvements themselves and/or 494 Forbes Boulevard Development Agt. Page 6 of -13- 2012 the access, easements or rights -of -way necessary for the construction of such Off -Site Improvements are located on property owned or otherwise controlled by the City, the City agrees to provide, in a timely manner and without charge to Owner (other than payment by Owner of City's customary and generally applicable fees and charges in effect from time to time with respect to applications for and issuances of the necessary permits or rights), an encroachment permit or other right of entry or right -of -way to the extent reasonably necessary for the completion of such Off -Site Improvements. 9. Maintenance Obligations on Prosy All of the Property subject to this Agreement shall be maintained by Owner or its successors in perpetuity in accordance with City requirements to prevent accumulation of litter and trash, to keep weeds abated, to provide erosion control, and to comply with other requirements set forth in the Municipal Code. (a) If Owner subdivides the Property or otherwise transfers ownership of a parcel or building in the Project to any person or entity such that the Property is no longer under single ownership, Owner shall first establish an Owners Association and submit a Declaration of Covenants, Conditions and Restrictions ( "CC &Rs ") to the City for review and approval by the City Attorney. Said CC &Rs shall, at a minimum, satisfy the requirements of Section 19.36.040 of the Municipal Code. (b) Any provisions of said CC &Rs governing the Project relating to the maintenance obligations set forth in this Section shall be enforceable by the City. 10. Fees (a) Owner shall not be responsible for any fees imposed by the City in connection with the development and construction of the Project, including (but not limited to) fees and costs relating to the formation or implementation of any new special assessment districts, except: (1) as expressly set forth in this Agreement (including, without limitation, the provisions of Section 13 below); (2) City's customary and generally applicable fees and charges with respect to application for and issuance of the Use Permit; and (3) any other customary and generally applicable fees in effect as of the Effective Date of this Agreement. (b) No fee requirements (except those identified herein) imposed by the City on or after the Effective Date, and no changes to existing fee requirements (except those currently subject to periodic adjustments as specified in the adopting or implementing resolutions and ordinances) that occur on or after the Effective Date, shall apply to the Project. It is understood and agreed between Owner and the City that the City shall not impose upon Owner any additional exactions, contributions or dedications beyond those imposed under this Development Agreement. (c) Any existing application, processing, administrative, legal and inspection fees that are revised during the term of this Agreement shall apply to the Project provided 494 Forbes Boulevard Development Agt. Page 7 of -14- 2012 that (i) such fees and the revisions thereto have general applicability; (ii) the application of such fees (as revised) to the Property is prospective; and (iii) the application of such fees (as revised) would not prevent or materially inhibit development of the Project in accordance with this Agreement. 11. New Taxes Any subsequently enacted City -wide taxes shall apply to the Property, provided that: (i) the application of such taxes to the Property is prospective; and (ii) the application of such taxes would not prevent or materially inhibit development of the Project in accordance with this Agreement. 12. Assessments Nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City, to pay for infrastructure and/or services that benefit the Property and such similarly situated properties, pursuant to and in accordance with any statutory procedure for the assessment of property for such purposes. 13. Additional Conditions Owner shall comply with all of the following requirements: (a) Impact Fees. Owner shall pay the following Impact Fees: 1. Oyster Point Overpass Fees. Oyster Point Overpass Fees shall be determined for each building in the Project (other than the parking structure) based on the application of the formula in effect as of the time the City issues the respective building permit for such building, and shall be payable prior to the issuance of such building permit. The City and Owner agree that in applying such formula, a credit will be given for the trips generated by the previously existing uses on the Property. 2. East of 101 Traffic Impact Fees. East of 101 Traffic Impact Fees shall be determined for each building in the Project (other than the parking structure) based on the application of the formula in effect as of the time the City issues the respective building permit for such building, and shall be payable prior to the issuance of such building permit. The City and Owner agree that in applying such formula, a credit will be given for the trips generated by the previously existing uses on the Property. 3. Sewer Impact Fees. Sewer Impact Fees shall be determined for each building in the Project (other than the parking structure) based on the application of the formula in effect as of the date such building is actually occupied and the occupant begins discharging to the City's sanitary sewer system, and shall be payable within thirty (30) days after final calculation 494 Forbes Boulevard Development Agt. Page 8 of _ -15- 2012 of the applicable Sewer Impact Fee pursuant to such formula. The City and Owner agree that in applying such formula, a credit will be given for the portion of the Sewer Impact Fees that would have been payable under such formula based on the previously existing uses on the Property. 4. Childcare Impact Fee. Owner shall pay the childcare impact fee for nonresidential development, which fee shall be used to establish new childcare spaces in the City. The Childcare fees shall be determined for each building in the Project (other than the parking structure) based on the application of the formula in effect as of the time the City issues the respective building permit for such building, and shall be payable prior to the issuance of such building permit. Upon receipt, the City shall deposit the fee amount into a separate capital facilities account or fund solely for the purpose of establishing new childcare spaces. The City and Owner agree that in applying such formula, a credit will be given for the portion of the Childcare Impact Fee that would have been payable under such formula based on the previously existing uses on the Property. (b) Rails to Trails Improvements or Payment. The rail corridor abutting the southerly boundary of the Property, consisting of a strip of land extending from Forbes Boulevard at its westerly end to Allerton Avenue at its easterly end and more particularly described and depicted in Exhibit A -1 attached hereto and incorporated herein by this reference (the "Trail Corridor ") is identified in the General Plan as a future bike path. Owner presently owns fee title to the Trail Corridor. The portion of the Trail Corridor that abuts the southerly boundary of the Property and is bounded, on the westerly and easterly ends of such portion, by an extension of the westerly and easterly boundary lines of the Property is referred to in this Agreement as the "Adjacent Trail Corridor." The City is considering whether and how to implement a "rails to trails" program that would cause the Trail Corridor and other similarly situated paths and corridors in the City to be improved and made available for public use. As part of that process, by written notice to Owner at any time after the Effective Date, the City in its reasonable discretion may elect to require Owner to implement either the provisions of subsection 13(b)l below (" tion A ") or the provisions of subsection 13(b)2 below ( "Option B "). If the City fails to notify Owner of such an election prior to issuance of a Certificate of Occupancy for the final building (other than the parking structure) constructed as part of the Project (but in all events no later than December 31, 2019), then the City shall be deemed to have elected Option B. 1. Option A. If the City elects to implement Option A, then Owner shall do the following at Owner's sole cost and expense (subject to any applicable credits and reimbursement provisions set forth in or contemplated in this Agreement): (A) Owner shall, with reasonable diligence and in consultation with the City, design improvements to the Adjacent Trail Corridor (the Page 9 of 494 Forbes Boulevard Development Agt. -16- 2012 "Adjacent Trail Corridor Improvements"). Except as otherwise mutually agreed by Owner and the City, said Adjacent Trail Corridor Improvements shall consist of paving, lighting and landscaping of a design and scope consistent with standard portions of the City's Bay Trail as it exists on the Effective Date. Owner shall submit plans and a cost estimate for the Adjacent Trail Corridor Improvements to the City, for review and approval by the City, within nine (9) months after receiving notice that the City has elected to implement Option A. (B) Upon approval of such plans and cost estimate by the City, Owner shall construct the Adjacent Trail Corridor Improvements in accordance with the approved plans in all material respects. Owner shall complete construction of said Adjacent Trail Corridor Improvements by the later of (i) the date that is eighteen (18) months after the City's approval of the plans and cost estimate for such improvements or (ii) the date of issuance of the Certificate of Occupancy for the final building in the Project (other than the parking structure), but in all events no later than December 31, 2019. (C) Promptly upon completion of the Adjacent Trail Corridor Improvements, Owner shall, at the City's election set forth in written notice from the City to Owner, do one of the following, by execution and recording of instruments approved as to form and substance by both the City and Owner and their respective counsel, either of which alternatives (as elected by the City) shall be at no cost to the City: (i) Implement a perpetual and irrevocable dedication of the Trail Corridor for public use and enjoyment, in such a manner and on such terms and conditions as have commonly been used to implement dedications relating to the City's Bay Trail as it exists on the Effective Date (except as otherwise mutually agreed by Owner and the City); or (ii) Convey outright fee title to the Trail Corridor to the City or its designee (which may be any governmental agency or authority or any nonprofit entity designated by the City in its reasonable discretion). 2. Option B. If the City elects (or is deemed to have elected) to implement Option B, then Owner shall do the following at Owner's sole cost and expense (subject to any applicable credits and reimbursement provisions set forth in or contemplated in this Agreement): 494 Forbes Boulevard Development Agt. Page 10 of _ -17- 2012 (A) Owner shall, within nine (9) months after receiving written notice that the City has elected (or is deemed to have elected) to implement Option B, provide the City with a written cost estimate; subject to the City's review and approval, of the costs that would be required for construction of Adjacent Trail Corridor Improvements of a nature and scope comparable to those described in subsection 13(bIL(A) above. (B) Upon approval of such cost estimate by the City, Owner shall, at or before the earlier of (i) issuance of a Certificate of Occupancy for the final building constructed as part of the Project (other than the parking structure) or (ii) December 31, 2019, provide to the City funds in an amount equal to the aggregate cost set forth in such approved cost estimate, which funds shall then be used by the City solely to upgrade substandard portions of the City's then existing Bay Trail or to install new park or trail improvements within the East of 101 Planning Area. (C) Upon written request by Owner, the City shall provide Owner with a description, in reasonable detail, of the sources and applications of funds provided by Owner and by other similarly situated property owners for the Bay Trail upgrades or other new park or trail improvements, as applicable, contemplated in subsection 13(b)2(B). 3. Coordination with 328 Roebling Road Britannia Modular Labs 3) Project. Substantially concurrently with the execution of this Agreement, Bayside Area Development, LLC (`Ba• id "), an affiliate of Owner, is entering into a similar development agreement with the City (the "BML3 Development Agreement ") in connection with the proposed construction by Bayside of an office /research and development project (the `BML3 Project ") on property owned by Bayside that is .commonly known as 328 Roebling Road (as well as adjacent properties commonly known as 233 East Grand Avenue and 340 Roebling Road) and that abuts a portion of the southerly boundary of the Trail Corridor towards its westerly end. The BML3 Development Agreement includes "rails -to- trails" and credit provisions substantially similar to this Section 13(b) and to Section 13(fl below. (A) If, prior to the time the City makes (or is deemed to have made) an Option A or Option B election under this Agreement, the City has already made an Option A or Option B election under the corresponding provision of the BML3 Development Agreement, then the City shall also be deemed to have made the same election (Option A or Option B, as applicable) under this Agreement. 494 Forbes Boulevard Development Agt. Page 11 of -18- 2012 (B) If the City elects or is deemed to have elected Option A under both this Agreement and the BML3 Development Agreement, then (I) performance by Owner, at the request of Bayside, of the applicable "dedication or conveyance" alternative elected by the City under the provisions of the BML3 Development Agreement corresponding to subsection 13(b)1(C)(i) or ii above (as applicable) shall be deemed to constitute performance by Owner of its corresponding obligation under subsection 13 (b)1(C)(i) or Q above (as applicable), and (II) to the extent Bayside has already become entitled to a credit that includes the value of the Trail Corridor pursuant to the provisions of the BML3 Development Agreement corresponding to clause (ii) of subsection 13(b)4(A) below, then the credit available to Owner pursuant to clause (ii) of subsection 13(b)4(A) below shall be reduced by the amount of such corresponding credit to Bayside (to avoid double - counting). 4. Credit Against Park In -Lieu Fee or Other Fees. Upon full compliance with Option A or Option B above to the reasonable satisfaction of the Chief Planner, Owner shall receive a credit that may be applied against any Park In -Lieu Fee owed pursuant to Section 13(fl or against certain other fees as more specifically provided in such Section 13(fl. (A) If Owner has complied with Option A above, the credit shall be equal to the sum of (i) the actual and verifiable expenses incurred by Owner for the design and construction of the Adjacent Trail Corridor Improvements pursuant to Option A above, plus (ii) $1,376,910, which amount Owner and the City have agreed (for purposes of this Agreement) to be a reasonable estimate of the value of the Trail Corridor, and which amount will apply for purposes of this credit regardless of whether Owner's compliance with Option A takes the form of a transfer or a dedication of the Trail Corridor. (B) If Owner has complied with Option B above, the credit shall be equal to the amount of the funds actually paid by Owner pursuant to Option B above. Notwithstanding anything to the contrary set forth in Section 13(f), the credit authorized herein shall offset any Park In -Lieu Fee on a dollar -for- dollar basis, up to one hundred percent (100 %) of any Park In -Lieu Fee owed, and any remaining excess credit shall be governed by subsection 13(f13. 5. Assessment District. If at any time the City decides to form an assessment district with the objective of acquiring and completing a rails to trails conversion for the rail corridor which includes the Trail Corridor, Owner agrees not to oppose the formation of such a district, provided that such 494 Forbes Boulevard Development Agt. Page 12 of _ -19- , 2012 assessment district includes substantially all other similarly situated properties benefited by the proposed conversion and that the provisions governing such assessment district include reimbursement or credit to Owner for (A) any amounts already expended by Owner for design and construction of Adjacent Trail Corridor Improvements pursuant to Option A above, and /or (B) any amounts paid by Owner to the City pursuant to Option B above. 6. Effect of Any Future Agreements. Notwithstanding the foregoing provisions, if at any time after the Effective Date (A) Owner and the City enter into a mutually acceptable written agreement relating to any of the subject matter of this Section 13(b) and/or of Section 13(fl below (such as, but not limited to, the ownership, improvement, or maintenance and repair of the Trail Corridor or of any other railroad spurs, rail corridors or similar rights -of -way in the vicinity of the Property, or the establishment or improvement of any other "rails to trails" corridors in the vicinity of the Property, or the funding mechanisms for any such acquisitions, conversions or improvements) and (B) such future agreement expressly references this Agreement and affirmatively expresses the intention of the parties that to the extent of any conflict or inconsistency between the provisions thereof and the provisions of this Agreement, such future agreement shall supersede and be controlling over the conflicting or inconsistent provisions of this Agreement, then such intention of the parties shall be given effect and, to the extent of such conflict or inconsistency, the provisions of such future agreement shall be construed for all purposes to supersede and be controlling over the conflicting or inconsistent provisions of this Agreement. 7. Maintenance and Repair of Trail Corridor. From and after the Effective Date, Owner will be responsible for maintaining and repairing, at the sole expense of Owner, the entire Trail Corridor, which maintenance and repair obligations shall include, but are not limited to: (A) Compliance with any weed abatement, erosion control and other requirements of applicable law relating to the physical condition of unimproved portions of the Trail Corridor; (B) Maintenance and repair of any landscaping and other Adjacent Trail Corridor Improvements constructed either under this Agreement or under the BML3 Development Agreement; and (C) Maintenance and repair of any landscaping and other improvements constructed from time to time in other portions of the Trail Corridor from time to time by Owner, Bayside or any other governmental or non - governmental person or entity, provided that in the case of any such landscaping and other improvements constructed by any other governmental or non- 494 Forbes Boulevard Development Agt. Page 13 of _ -20- 2012 governmental person or entity as described in this paragraph (C), (i) such landscaping and other improvements are comparable in nature and scope to the Adjacent Trail Corridor Improvements contemplated in this Agreement, and (ii) if Owner notifies the City that Owner believes any maintenance or repair of landscaping or other improvements constructed in other portions of the Trail Corridor is attributable to defective design or construction of such landscaping or other improvements, then at Owner's written request the City will cooperate with Owner, at the sole expense of Owner and at no out -of- pocket cost to the City, in enforcing for the benefit of Owner or, at the City's election, assigning to Owner any and all warranties and other legal remedies the City may have against the parties responsible for the design and construction of such landscaping or other improvements. The provisions of this subsection 130))7 will remain in effect regardless of whether the City elects (or is deemed to have elected) Option A or Option B above and regardless of whether Owner's compliance with Option A above (if elected or deemed to have been elected by the City) takes the form of the "dedication" alternative or the "conveyance" alternative under subsection 13(b)1(C )(i) or ii above (as applicable). In addition, if the City elects (or is deemed to have elected) Option A above, then the provisions of this subsection 13(b)7 will be reflected appropriately in the written instruments implementing the "dedication" alternative or the "conveyance" alternative, as applicable, and without limiting the generality of the foregoing, Owner and the City will use reasonable efforts to cause such written instruments to include mutually agreeable provisions authorizing access to and use of the entire Trail Corridor by Owner, Bayside, the City and other appropriate third parties, as applicable, for purposes of maintenance, repairs and construction of improvements, subject to customary and commercially reasonable provisions relating to insurance, indemnification and similar matters. (c) Transit Station Enhancement Contribution. Owner shall pay an in -lieu fee to be used for enhancing, enlarging, repairing, restoring, renovating, remodeling, redecorating and/or refurbishing any local transit station and/or associated facilities in the City (including, without limitation, the Ferry Terminal at Oyster Point and the Caltrain Station located at 590 Dubuque Avenue). The in -lieu fee shall be calculated at the rate of One Dollar ($1.00) per gross square foot of building area (excluding the parking structure) as shown in the Plan Set, and shall be payable in two (2) equal installments. One -half (1/2) of the in -lieu fee shall be payable prior to the issuance of the building permit for the shell of the first building (other than the parking structure) constructed as part of the Project, and one -half (1/2) of the in -lieu fee shall be payable prior to the issuance of a Certificate of Occupancy for the final building (other than the parking structure) constructed as part of the Project. Payments of the in -lieu fee shall be deposited 494 Forbes Boulevard Development Agt. Page 14 of _ -21- .2012 and held in a separate account by the City. The Parties intend for the entire in- lieu fee to be expended for local transit station enhancements and/or associated facilities as described in this subsection no later than the date that is five (5) years after the date Owner pays the second installment of the in -lieu fee. If any portion of the in -lieu fee has not been expended for such enhancements and /or associated facilities as of such date, the City shall give Owner written notice of the amount of the unused portion and thereafter such unused portion may be expended by the City for any transit or public space improvements or enhancements in the East of 101 Area. Upon written request by Owner, the City shall provide Owner with a description, in reasonable detail, of the sources and applications of funds provided by Owner and by other similarly situated property owners for the transit station improvements and /or other East of 101 improvements or enhancements, contemplated in this Section 13(c). (d) Transportation Demand Management. Owner shall prepare and implement a Transportation Demand Management (TDM) Plan in compliance with the requirements of SSFMC Chapter 20.400 as in effect on the Effective Date (the "TDM Ordinance "). As part of such compliance, Owner shall prepare (i) annual TDM surveys and (ii) triennial TDM reports, each meeting the applicable requirements of the TDM Ordinance, and shall submit same to the City, to document the effectiveness of Owner's TDM Plan in achieving the goal of thirty - five percent (35 %) alternative mode usage by employees within the Project. The annual surveys will be prepared by a TDM consultant pre - qualified with or approved by the City and retained, directed and paid for by Owner, and the triennial reports will be prepared by an independent TDM consultant retained by the City and paid for by Owner. Both the annual surveys and the triennial reports will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. If the response rate on which a triennial report is based is below 51 percent, additional responses needed to reach a 51 percent response rate will be counted as drive alone trips. 1. TDM Surveys and Reports: The initial TDM survey for each building on the Property will be submitted two (2) years after the granting of a Certificate of Occupancy with respect to such building. The initial triennial TDM report for each building on the Property will be submitted three (3) years after the granting of a Certificate of Occupancy with respect to such building. The second and all later annual surveys and triennial reports (when applicable) with respect to each building shall be included in an annual comprehensive TDM submission to the City covering all of the buildings on the Property that are submitting their second or later TDM surveys or reports. (A) Triennial Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.400 of the Municipal Code. The initial triennial TDM report shall Page 15 of 494 Forbes Boulevard Development Agt. -22- 2012 either: (A) state that the applicable building or buildings have achieved thirty -five percent (35 1/o) alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (B) state that the applicable building or buildings have not achieved thirty -five percent (35 1/o) alternative mode usage, providing an explanation of how and why the goal has not been reached,,and a description of additional measures that will be adopted in the coming year to try to ensure attaining the TDM goal of thirty -five percent (35 %) alternative mode usage. (B) Penalty for Non-Compliance: If, after the initial triennial TDM report, subsequent triennial reports indicate that, in spite of the changes in the TDM Plan, thirty -five percent (35 %) alternative mode usage is still not being achieved, or if Owner fails to submit such a triennial TDM report at the times required under SSFMC Chapter 20.400, the City may assess Owner a penalty in the amount of up to fifteen thousand dollars ($15,000.00) per year for each full percentage point by which the Property falls below the minimum thirty -five percent (35 %) alternative mode usage goal. (i) In determining whether a financial penalty is appropriate, the City may consider whether Owner has made a good faith effort to meet the TDM goals. (ii) If the City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three (3) years in which a penalty could be imposed in connection with the TDM Plan, the City in its sole discretion may agree to allow Owner to apply such penalty sums toward the implementation of the TDM Plan instead of requiring them to be paid to the City. If the penalty sums are used to implement the TDM Plan, an Implementation Plan shall be prepared by Owner and reviewed and approved by the City prior to Owner's expending any penalty funds. (iii) Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail (if any) and Research and Development use permitted to be constructed on the Property. For example, if there is 100,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the maximum penalty would be determined by multiplying fifteen thousand dollars ($15,000.00) times a fraction, the 494 Forbes Boulevard Development Agt. Page 16 of -23- 2012 numerator of which is 100,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property (subtracting the square footage of the parking facilities); this amount would then be multiplied by the number of full percentage points by which the Project has fallen below the thirty -five percent (35 %) alternative mode usage goal for the applicable period. 2. The provisions of this Section 13(d) are incorporated as Conditions of Approval for the Project and shall be included in the approved TDM Plan for the Project. 3. Owner shall reimburse the City for costs incurred in maintaining and enforcing the trip reduction program for the Project. (e) Public Safety pact Fee. As of the Effective Date, the City is evaluating a "Public Safety Impact Fee" to assist the City's Fire Department and Police Department with funding the acquisition and maintenance of Police and Fire Department vehicles, apparatus, equipment, and similar needs for the provision of public safety services. If such Fee is implemented by July 1, 2013, Owner shall be responsible for payment of such Fee with respect to each building (other than the parking structure) constructed as part of the Project prior to the issuance of the respective Certificate of Occupancy for such building. The Fee shall be deposited and held in a separate account by the City. (f) Park In -Lieu Fee. As of the Effective Date, the City is evaluating a "Park In -Lieu Fee" to support the creation of additional public open space, in lieu of requiring that applicants dedicate one -half an acre per 1,000 new employees to the public in the East of 101 area. If such a Park In -Lieu Fee is implemented, Owner shall be responsible for such Park In -Lieu Fee (less the credits specifically described in this Section 13M and any other credits provided under the applicable ordinance), up to a maximum cap of $4.78 per gross square foot of building area in the Project (excluding the parking structure), even if the rate reflected in the applicable ordinance, if and when implemented, is higher. If the actual Fee, if and when implemented, is at a lower rate, then Owner would be responsible, as to each building (other than the parking structure), only for the actual Fee in effect at the time the City issues the respective building permit for such building. 1. "Private Open Space" Credit. Owner shall receive a credit against Owner's obligation for the Park In -Lieu Fee (if implemented) for Owner's development of private open space created within the Project Site. Owner's credit shall be identical to the credit, if any, allowed under the Park In -Lieu Fee program, if implemented, except that (i) in no case shall Owner receive such a "private open space" credit offsetting more than 50% of Owner's required Park In -Lieu Fee; and (ii) in no case shall zoning or building code required open areas, including but not limited to 494 Forbes Boulevard Development Agt. Page 17 of _ -24- 2012 the fifteen- percent landscaping requirement (SSFMC, § 20.110.003) and setbacks, be counted towards any offsetting "private open space" credit. 2. Credit Relating to Trail Corridor. As provided in subsection 13(b)4 above, upon compliance with Option A or Option B (as elected by the City) with respect to the Trail Corridor, Owner will be entitled to a credit that may be offset against Owner's required Park In -Lieu Fee. If, at the time Owner would otherwise be required to pay the Park In -Lieu Fee, either the City has not yet selected between Option A or Option B with respect to the Trail Corridor, or such a selection has been made but Owner's compliance with the applicable option has not yet been completed, then the City agrees to negotiate reasonably and in good faith with Owner regarding a deferral of Owner's payment obligation for part or all of the Park In -Lieu Fee until the amount of Owner's credit under subsection 13(b)4 can be reasonably determined and given effect. 3. Future Use and Transferability of Credits. To the extent the aggregate amount of any credits to which Owner becomes entitled from time to time pursuant to subsections 13(fll and 13 2, as applicable, exceeds Owner's maximum Park In -Lieu Fee obligation under this Agreement with respect to the Project, the City agrees that (i) the amount of such excess (the "Excess Credit Amount," which may comprise the entire amount of such credits if the Park In -Lieu Fee never becomes applicable to the Project) may be applied by Owner against the unpaid balance (if any) of any other park, open space or traffic- related fees for which Owner is responsible in connection with the Project; (ii) any remaining balance of the Excess Credit Amount may be applied by Owner, or by Bayside or any other affiliate of Owner or any successor owner of the Property to whom Owner expressly assigns in writing Owner's rights with respect to all or any specified portion of the Excess Credit Amount (each, a "Permitted Credit Assignee'), as a credit against any future liabilities or obligations for Park In -Lieu Fees incurred in connection with any future developments in the City of South San Francisco by Owner or by any such Permitted Credit Assignee, as applicable; and (iii) if the Park In -Lieu Fee is not eventually implemented as a fee of general applicability to commercial developments in South San Francisco, any remaining balance of the Excess Credit Amount may, in the discretion of Owner or any Permitted Credit Assignee, be applied as a credit against any other park, open space or traffic- related fees incurred in connection with any future developments in the City of South San Francisco by Owner or by any such Permitted Credit Assignee, as applicable. 4. Effect of Future Written Agreements (If Ayblicable). Notwithstanding any of the foregoing, as provided in subsection 13(b)6 above, the provisions of this Section 13(fl may be modified or superseded by future 494 Forbes Boulevard Development Agt. Page 18 of -25- 2012 written agreements between Owner and the City under the circumstances described in such subsection 13(b)6. (g) Stormwater Fee. Pursuant to Chapter 14.04 of the South San Francisco Municipal Code, the City collects, on behalf of San Mateo County, the local portion of the San Mateo County Stormwater Management Program fee, to fund or reimburse expenses associated with the Regional Stormwater Permit ( "Stormwater Fee "). The Stormwater Fee shall be payable for each building permit issued in connection with the Project (other than for the parking structure), provided that (i) the building permit is for a development or construction activity covered by the Stormwater Fee, and (ii) a complete application for the building permit is received after the effective date of the Stormwater Fee. Unless the Stormwater Fee provides otherwise, the Stormwater Fee shall be paid prior to issuance of the respective building permit for each building to which the Stormwater Fee applies. The amount of the Stormwater Fee to be paid shall be in accordance with the calculation in effect at the time of payment. In applying such calculation, a credit will be given for the portion of the Stormwater Fee that would have been payable under such calculation based on the volume of stormwater runoff produced by the previously existing uses and conditions on the Property, prior to construction of the Project. (h) Sewer Capacity Fee. A sewer capacity fee (the "Sewer Capacity Charge ") shall be paid by Owner for connection to the public sanitary sewer in accordance with Title 14 of the South San Francisco Municipal Code. Payment by Owner of the applicable Sewer Capacity Charge for each building or applicable portion thereof in the Project (other than the parking structure) shall be due at the time of (and as a condition to) issuance of a Certificate of Occupancy for such building or applicable portion thereof. 14. Indemnity (a) Owner agrees to indemnify, defend (with counsel selected by Owner, subject to approval by the City, which approval shall not be unreasonably withheld, conditioned or delayed, but in no event shall this subsection require the City to waive its right to assert an ethical conflict in said representation) and hold harmless the City and its elected and appointed councils, boards, commissions, officers, agents, employees and representatives (collectively, the "City Indemnitees ") from any and all claims, costs (including legal fees and costs) and liability for any personal injury, death or property damage (collectively, "Claims ") which arise directly or indirectly as a result of any actions or inactions by Owner, or any actions or inactions of Owner's contractors, subcontractors, agents or employees, in connection with the construction, improvement, operation or maintenance of the Project, provide d that Owner shall have no indemnification obligation with respect to any such Claims (i) to the extent such Claims are solely attributable to the gross negligence or willful misconduct of any City Indemnitee, or (ii) to the extent arising out of or in connection with the maintenance, use or condition of any public improvement after the time it has been dedicated to and 494 Forbes Boulevard Development Agt. Page 19 of -26- 2012 15. 16. accepted by the City or another public entity (except as otherwise provided in an improvement agreement or maintenance bond, if applicable). (b) The Parties' obligations under this Section 14 shall survive the expiration or earlier termination of this Agreement and shall be independent of any other applicable indemnity agreements. Interests of Other Owners Owner has no knowledge of any reason why Owner, and any other persons holding legal or equitable ownership interests in the Property as of the Effective Date, will not be bound by this Agreement. Assignment (a) Right to Assign. Owner may at any time or from time to time transfer .its right, title or interest in or to all or any portion of the Property. In accordance with Government Code Section 65868.5, the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to Owner as owners of all or any portion of the Property. As a condition precedent to any such transfer, Owner shall require the transferee to acknowledge in writing that transferee has been informed, understands and agrees that the burdens and benefits under this Agreement relating to such transferred property shall be binding upon and inure to the benefit of the transferee. (b) Notice of Assignment or Transfer. No transfer, sale or assignment of Owner's rights, interests and obligations under this Agreement shall occur without prior written notice to the City and approval by the City Manager, which approval shall not be unreasonably withheld, conditioned or delayed. The City Manager shall consider and decide the matter within ten (10) days after receipt of Owner's notice, provided all reasonably necessary documents, certifications and other information are provided to the City Manager. (c) Exception for Notice. Notwithstanding Section 16(b), Owner may at any time, upon notice to the City but without the necessity of any approval by the City, transfer the Property or any part thereof and all or any part of Owner's rights, interests and obligations under this Agreement to: (i) any subsidiary, affiliate, parent or other entity which controls, is controlled by or is under common control with Owner, HCP, Inc., or HCP Estates USA Inc., (ii) any member or partner of Owner or any subsidiary, parent or affiliate of any such member or partner, or (iii) any successor or successors to Owner, HCP, Inc., or HCP Estates USA Inc. by merger, acquisition, consolidation, non - bankruptcy reorganization or government action. As used in this subsection, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through the ownership of voting securities, partnership interest, contracts (other than those that transfer Owner's interest in 494 Forbes Boulevard Development Agt. Page 20 of -27- 2012 the Property to a third party not specifically identified in this subsection) or otherwise. (d) Release upon Transfer. Upon the transfer, sale or assignment of all of Owner's rights, interests and obligations under this Agreement pursuant to Section 16(a), Section 16(b) and /or Section 16(c) of this Agreement (as applicable), Owner shall be released from all obligations under this Agreement, with respect to the Property transferred, sold or assigned, to the extent such obligations arise subsequent to the date of the City Manager's approval of such transfer, sale or assignment or the effective date of such transfer, sale or assignment, whichever occurs later; provided, however, that if any transferee, purchaser or assignee approved by the City Manager expressly assumes any right, interest or obligation of Owner under this Agreement, Owner shall be released with respect to such rights, interests and assumed obligations. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval. (e) Owner's Right to Retain Specified Rights or Obligations. Notwithstanding Section 16(a), Section 16(c) and Section 16(d), Owner may withhold from a sale, transfer or assignment of this Agreement certain rights, interests and /or obligations which Owner shall retain, provided that Owner specifies such rights, interests and /or obligations in a written document to be appended to or maintained with this Agreement and recorded with the San Mateo County Recorder prior to or concurrently with the sale, transfer or assignment of the Property. Owner's purchaser, transferee or assignee shall then have no interest in or obligations for such retained rights, interests and obligations and this Agreement shall remain applicable to Owner with respect to such retained rights, interests and /or obligations. (f) Time for Notice. Within ten (10) days of the date escrow closes on any such transfer, Owner shall notify the City in writing of the name and address of the transferee. Said notice shall include a statement as to the obligations, including any mitigation measures, fees, improvements or other conditions of approval, assumed by the transferee. Any transfer which does not comply with the notice requirements of this Section 16(fl and of Section 16(b) shall not release Owner from its obligations to the City under this Agreement until such time as the City is provided notice in accordance with Section 1602). 17. Insurance (a) General Liability Insurance. During the term of this Agreement, Owner shall maintain in effect a policy of comprehensive general liability insurance with a per - occurrence combined single limit of not less than ten million dollars ($10,000,000.00) and a deductible of not more than twenty -five thousand dollars ($25,000.00) per claim. The general liability policy so maintained by Owner shall include either a severability of interest clause or cross - liability endorsement, and 494 Forbes Boulevard Development Agt. Page 21 of _ -28- ,2012 shall include the City and its elective and appointive boards, commissions, officers, agents, employees and representatives as additional insureds on the policy. (b) Workers' Compensation Insurance. During the term of this Agreement, Owner shall maintain Workers' Compensation insurance for all of Owner's employees working at the Project site. Owner agrees to indemnify the City for any damage resulting from Owner's failure to maintain any such required insurance. In addition, Owner shall require each contractor and subcontractor engaged by Owner for work at the Project site to provide Workers' Compensation insurance for its respective employees working at the Project site. (c) Evidence of Insurance. Prior to City Council approval of this Agreement, Owner shall furnish the City satisfactory evidence of the insurance required in Sections 17(a) and 17 and evidence that the carrier will endeavor to give the City at least ten (10) days prior written notice of any cancellation or reduction in coverage of a policy if the reduction results in coverage less than that required by this Agreement. 1. During the term of this Agreement, in the event of a reduction (below the limits required in this Agreement) or cancellation in coverage, Owner shall, prior to such reduction or cancellation, provide at least ten (10) days prior written notice to the City, regardless of any notification by the applicable insurer. If the City discovers that the policies have been cancelled or reduced below the limits required in this Agreement and that neither the insurer nor Owner has provided prior notice to the City as required under this Agreement, said failure shall constitute a material breach of this Agreement. 2. During the term of this Agreement, in the event of a reduction (below the limits required by this Agreement) or cancellation in coverage, Owner shall have five (5) days in which to provide evidence of the required coverage being reinstated or replaced, during which time no persons shall enter the Property to construct improvements thereon, including construction activities related to the landscaping and common improvements. 3. If Owner fails to obtain reinstated or replacement coverage within five (5) days as required under the preceding subparagraph, the City may obtain, but is not required to obtain, substitute coverage and charge Owner the cost of such coverage plus an administrative fee equal to ten percent (10 %) of the premium for said coverage. 18. Covenants Run with the Land The terms of this Agreement are legislative in nature, and apply to the Property as regulatory ordinances. During the term of this Agreement, all of the provisions, 494 Forbes Boulevard Development Agt. Page 22 of _ -29- 2012 agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion thereof, and any interest therein, whether by sale, operation of law or other manner, and they shall inure to the benefit of the Parties and their respective successors. 19. Conflict with State or Federal Law In the event that State or Federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be modified (in accordance with Section 20 set forth below) or suspended as may be necessary to comply with such State or Federal laws or regulations. Notwithstanding the foregoing, Owner shall have the right to challenge, at its sole cost, in a court of competent jurisdiction, the law or regulation preventing compliance with the terms of this Agreement and, if the challenge in a court of competent jurisdiction is successful, this Agreement shall remain unmodified and in full force and effect. 20. Procedure for Modification Because of Conflict with State or Federal Laws In the event that State or Federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, the Parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such State or Federal law or regulation. Any such amendment or suspension of this Agreement shall be approved by the City Council in accordance with Chapter 19.60 of the Municipal Code. 21. Periodic Review (a) During the term of this Agreement, the City shall conduct "annual" and/or "special" reviews of Owner's good faith compliance with the terms and conditions of this Agreement in accordance with the procedures set forth in Chapter 19.60 of the Municipal Code. The City may recover reasonable costs incurred in conducting said review, including staff time expended and attorneys' fees. (b) At least five (5) calendar days prior to any hearing on any annual or special review, the City shall mail Owner a copy of all staff reports and, to the extent practical, related exhibits. Owner shall be permitted an opportunity to be heard orally or in writing regarding its performance under this Agreement before the City Council or, if the matter is referred to the Planning Commission, then before said Commission. Following completion of any annual or special review, the City shall give Owner a written Notice of Action, which Notice shall include a determination, based upon information known or made known to the City Council 494 Forbes Boulevard Development Agt. Page 23 of -30- 2012 or the City's Planning Director as of the date of such review, whether Owner is in default under this Agreement and, if so, the alleged nature of the default, a reasonable period to cure such default, and suggested or potential actions that the City may take if such default is not cured by Owner. 22. Amendment or Cancellation of Agreement This Agreement may be further amended or terminated only in writing and in the manner set forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter 19.60 of the Municipal Code. 23. Agreement is Entire Agreement This Agreement and all exhibits attached hereto or incorporated herein contain the sole and entire agreement between the Parties concerning Owner's entitlements to develop the Property. The Parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each Party acknowledges that it has relied on its own judgment in entering this Agreement. The Parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. 24. Events of Default A Party shall be in default under this Agreement upon the happening of one or more of the following events: (a) If a warranty, representation or statement made or furnished by such Party to the other Party in this Agreement is false or proves to have been false in any material respect when it was made; or, (b) In the case of Owner, a finding and determination by the City made following an annual or special review under the procedure provided for in Government Code Section 65865.1 and Chapter 19.60 of the Municipal Code that, upon the basis of substantial evidence, Owner has not complied in good faith with the terms and conditions of this Agreement; or, (c) Such Party fails to fulfill any of its obligations set forth in this Agreement and such failure continues beyond any applicable cure period provided in this Agreement. This provision shall not be interpreted to create a cure period for any event of default where such cure period is not specifically provided for in this Agreement. 25. Procedure upon Default; Legal Actions (a) Upon the occurrence of an event of default (including expiration of any applicable cure period), the non - defaulting Party may, at its option, institute legal 494 Forbes Boulevard Development Agt. Page 24 of -31- 2012 proceedings as provided below or may terminate this Agreement; provided, however, that any such termination by the City shall occur only in accordance with the provisions of Government Code Section 65865.1 and of Chapter 19.60 of the Municipal Code. (b) The City shall not be deemed to have waived any claim of defect in Owner's performance if, on annual or special review, the City does not propose to terminate this Agreement. (c) No waiver or failure by either Party to enforce any provision of this Agreement shall be deemed to be a waiver of any other provision of this Agreement or of any subsequent breach of the same or any other provision. (d) Any action for breach of this Agreement shall be decided in accordance with California law. Any Party may institute legal action to cure, correct or remedy any default, to enforce any covenant or agreement herein, to enjoin any threatened or attempted violation, or to enforce by specific performance the obligations and rights of the parties hereto. In no event shall any Party or its elected or appointed officials, directors, officers, members, partners, agents, employees or representatives be liable in monetary damages for any breach or violation of this Agreement, it being expressly understood and agreed that in addition to the right of termination (at the option of the non - defaulting Parry), the sole legal or equitable remedy available to a non - defaulting Party for a breach or violation of this Agreement shall be an action in mandamus, specific performance, injunctive or declaratory relief to enforce the provisions of this Agreement. (e) A Party shall give the other Party written notice of any default by such other Party under this Agreement, and the defaulting Party shall have thirty (30) days after the date of the notice to cure the default or to reasonably commence the procedures or actions needed to cure the default; rop vided, however, that if such default is not capable of being cured within such thirty (30) day period but a cure is commenced within such thirty (30) day period, the defaulting Party shall have such additional time to complete the cure as is reasonably necessary. 26. Attorneys' Fees and Costs (a) Action by Party. If legal action by either Party is brought because of breach of this Agreement or to enforce a provision of this Agreement, the prevailing Party is entitled to reasonable attorneys' fees and court costs. (b) Action by Third Party. If any person or entity not a party to this Agreement initiates any legal or equitable action or proceeding to challenge the validity of any provision of this Agreement or the validity or implementation of the Project approvals or of the EIR, the Parties shall cooperate in defending such action or proceeding. Owner agrees to diligently defend any such action or proceeding and to bear the litigation expenses of such defense, including the City's costs, fees and expenses including overhead, City staff time and attorneys' fees (with joint 494 Forbes Boulevard Development Agt. Page 25 of -32- 2012 counsel reasonably acceptable to the City), for any such action, including any appeal of such action. The City shall have the option to employ independent defense counsel or co- counsel at the City's expense. 27. Severability If any material term or condition of this Agreement is for any reason held by a final judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a material change in the consideration for this Agreement, then either Party may elect in writing to invalidate this entire Agreement, and thereafter this entire Agreement shall be deemed null and void and of no further force or effect following such election. 28. No Third Parties Benefited No person other than the City, Owner, and their respective successors is intended to or shall have any right or claim under this Agreement, this Agreement being for the sole benefit and protection of the Parties and their respective successors. Similarly, no amendment or waiver of any provision of this Agreement shall require the consent or acknowledgment of any person not a Party or successor to this Agreement. 29. Binding Effect of Agreement The provisions of this Agreement shall bind and inure to the benefit of the Parties originally named herein and their respective successors and assigns. 30. Relationship of Parties It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by the City and Owner and that Owner is not an agent of the City. The Parties do not intend to create a partnership, joint venture or any other joint business relationship by this Agreement. The City and Owner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Owner joint venturers or partners. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of the City in connection with the performance of Owner's obligations under this Agreement. 31. Bankruptcy The obligations of this Agreement shall not be dischargeable in bankruptcy. 32. Mortgagee Protection: Certain Rights of Cure (a) Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum of this Agreement is recorded with the San Mateo County Recorder, including the lien of any deed of trust or mortgage ( "Mortgage "). Notwithstanding the foregoing, no breach hereof shall defeat, 494 Forbes Boulevard Development Agt. Page 26 of _ -33- 2012 invalidate, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees ("Mortgagees"), who acquire title to the Property or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. (b) Mortgagee Not Obligated. No foreclosing Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of any improvements required by this Agreement, or to pay for or guarantee construction or completion thereof. The City, upon receipt of a written request therefor from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Owner under this Agreement, provided that all defaults by Owner hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply with all of the provisions of this Agreement. (c) Notice of Default to Mortgagee. If the City receives notice from a Mortgagee requesting a copy of any notice of default given to Owner hereunder and specifying the address for service thereof, the City shall deliver to the Mortgagee concurrently with service thereof to Owner, all notices given to Owner describing all claims by the City that Owner has defaulted hereunder. If the City determines that Owner is in noncompliance with this Agreement, the City also shall serve notice of noncompliance on the Mortgagee, concurrently with service thereof on Owner. Until such time as the lien of the Mortgage has been extinguished, the City shall: 1. Take no action to terminate this Agreement or exercise any other remedy under this Agreement, unless the Mortgagee shall fail, within thirty (30) days of receipt of the notice of default or notice of noncompliance, to cure or remedy or commence to cure or remedy such default or noncompliance; provided, however, that if such default or noncompliance is of a nature that cannot be remedied by the Mortgagee or is of a nature that can only be remedied by the Mortgagee after such Mortgagee has obtained possession of and title to the Property, by deed -in -lieu of foreclosure or by foreclosure or other appropriate proceedings, then such default or noncompliance shall be deemed to be remedied by the Mortgagee if, within ninety (90) days after receiving the notice of default or notice of noncompliance from the City, (i) the Mortgagee shall have acquired title to and possession of the Property, by deed -in -lieu of foreclosure, or shall have commenced foreclosure or other appropriate proceedings, and (ii) the Mortgagee diligently prosecutes any such foreclosure or other proceedings to completion. 2. If the Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings by reason of any process or injunction issued by any court or by reason of any action taken by any 494 Forbes Boulevard Development Agt. Page 27 of -34- 2012 court having jurisdiction over any bankruptcy or insolvency proceeding involving Owner, then the times specified above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Performance by Mortgagee. Each Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Agreement, to do any act or thing required of Owner under this Agreement, and to do any act or thing not in violation of this Agreement, that may be necessary or proper in order to prevent termination of this Agreement. All things so done and performed by a Mortgagee shall be as effective to prevent a termination of this Agreement as the same would have been if done and performed by Owner instead of by the Mortgagee. No action or inaction by a Mortgagee pursuant to this Agreement shall relieve Owner of its obligations under this Agreement. (e) Mortgagee's Consent to Modifications. Subject to the sentence immediately following, the City shall not consent to any amendment or modification of this Agreement unless Owner provides the City with written evidence of each Mortgagee's consent, which consent shall not be unreasonably withheld, to the amendment or modification of this Agreement being sought. Each Mortgagee shall be deemed to have consented to such amendment or modification if it does not object to the proposed amendment or modification by written notice given to the City within thirty (30) days from the date written notice of such proposed amendment or modification is given by the City or Owner to the Mortgagee. If such notice of the proposed amendment or modification is given solely by Owner, then Owner shall also provide the City with reasonable evidence of the delivery of such notice to the Mortgagee. 33. Estoppel Certificate Either Party from time to time may deliver written notice to the other Parry requesting written certification that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and constitutes a binding obligation of the Parties; (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications; and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing therein the nature and monetary amount, if any, of the default. A Party receiving a request hereunder shall endeavor to execute and return the certificate within ten (10) days after receipt thereof, and shall in all events execute and return the certificate within thirty (30) days after receipt thereof. Failure of a Party to return a requested certificate in a timely manner shall not be deemed a default of the Party's obligations under this Agreement and no cause of action shall arise based on such failure, but such Party shall thereupon be deemed to have certified that the statements in clauses (i) through (iii) of this Section are true, and the requesting Party and any third parties shall be entitled to rely upon such deemed certification. The City Manager shall have the right to execute any such certificate requested by Owner hereunder provided the certificate is requested within six (6) months of any annual or special review. The City 494 Forbes Boulevard Development Agt. Page 28 of _ -35- 2012 34. 35. 36. acknowledges that a certificate hereunder may be relied upon by permitted transferees and Mortgagees. At the request of Owner, the certificates provided by the City establishing the status of this Agreement with respect to any lot or parcel shall be in recordable form, and Owner shall have the right to record the certificate for the affected portion of the Property at Owner's cost. Force Majeure Notwithstanding anything to the contrary contained herein, either Party shall be excused for the period of any delay in the performance of any of its obligations hereunder, except the payment of money, to the extent such performance is prevented or delayed by one or more of the following specific causes beyond such Party's control: major weather differences from the normal weather conditions for the South San Francisco area, war, acts of God or of the public enemy, fires, explosions, floods, earthquakes, invasions by non - United States armed forces, failure of transportation due to no fault of the Parties, unavailability of equipment, supplies, materials or labor when such unavailability occurs despite the applicable Party's good faith efforts to obtain same (good faith includes the present and actual ability to pay market rates for said equipment, materials, supplies and labor), strikes of employees other than Owner's, freight embargoes, sabotage, riots, acts of terrorism, acts of the government, and litigation initiated by a non -Party challenging this Agreement or any Project approval or entitlement. The Party claiming such extension of time to perform shall send written notice of the claimed extension to the other Party within thirty (30) days from the commencement of the cause entitling the Party to the extension. Rules of Construction and Miscellaneous Terms (a) The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory, "may" is permissive. (b) Time is and shall be of the essence in this Agreement. (c) Where a Party consists of more than one person, each such person shall be jointly and severally liable for the performance of such Party's obligations hereunder. (d) The captions in this Agreement are for convenience only, are not a part of this Agreement and do not in any way limit or amplify the provisions thereof. (e) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date thereof. Exhibits Exhibit A Legal Description and Map of Property Exhibit A -1 Legal Description and Map of Trail Corridor Exhibit B Plan Set, and Use Permit (if issued prior to Effective Date) 494 Forbes Boulevard Development Agt. Page 29 of _ -36- 2012 Exhibit C Conditions of Approval and MMRP 37. Notices All notices required or provided for under this Agreement shall be in writing and delivered in person (to include delivery by courier) or sent by certified mail, postage prepaid, return receipt requested or by overnight delivery service, and shall be effective upon actual delivery as evidenced by the return receipt or by the records of the courier, overnight delivery service or other person making such delivery. Notices to the City shall be addressed as follow: City Clerk P.O. Box 711, 400 Grand Avenue South San Francisco, CA 94080 Notices to Owner shall be addressed as follows: HCP Forbes, LLC c/o HCP, Inc. 3760 Kilroy Airport Way, Suite 300 Long Beach, CA 90806 -2473 Attn: Legal Department With a copy to: HCP Forbes, LLC c/o HCP Life Science Estates 400 Oyster Point Boulevard, Suite 409 South San Francisco, CA 94080 Attn: Jon Bergschneider A party may change its address for notice by giving notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. 494 Forbes Boulevard Development Agt. Page 30 of _ -37- , 2012 IN WITNESS WHEREOF this Agreement has been executed by the Parties on the day and year first above written. ATTEST: City Clerk APPROVED AS TO FORM: Steven T. Mattas, City Attorney 494 Forbes Boulevard Development Agt. CITY: CITY OF SOUTH SAN FRANCISCO Barry M. Nagel, City Manager HCP FORBES, LLC By: HCP Estates USA Inc., a Delaware corporation, Its Manager Jonathan M. Bergschneider Executive Vice President Page 31 of _ -38- 2012 EXHIBIT A PROPERTY DESCRIPTION AND MAP Real property commonly known as 494 Forbes Boulevard, located in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: Parcel 39, as delineated upon that certain map entitled "Parcel Map Being a Resubdivision of Lot 9, Block 2, Cabot, Cabot & Forbes, Industrial Park Unit No. 1, recorded in Book 61 of Maps at Pages 45 through 49, and Parcel 14, Block 2, as shown on the Parcel Map recorded in Book 1 of Parcel Maps at Page 11 ", filed for record on July 7, 1966, in Book 1 of Parcel Maps at Page 37, in the Office of the County Recorder of San Mateo County, State of California. Assessor's Parcel No. 015- 050 -580 -8 494 Forbes Boulevard Development Agt. [map of Property attached] Page 32 of _ -39- 2012 EXHIBIT A -1 TRAIL CORRIDOR DESCRIPTION AND MAP Real property located in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: Lot 7 in Block 2 of Cabot, Cabot & Forbes Industrial Park Unit No. 1 in the City of South San Francisco, County of San Mateo, State of California, as shown on map filed February 26, 1965 in Book 61, Page 45 through 49 of Maps, in the office of the County Recorder of said County. Map Depicting Location of Trail Corridor: rum Cant ARZA . ISM At C# + 05 lli4RnVIRTWP�411�11iuw1�. /� `� �� kNUhMYndM�IMriplleq�F� 'd w g' () wlMtMderWdk.aMm[N I qqM $!MM{X/, i11Mi10. 'ice !f tf or .�qi 0 K7l�r. i 9, Y L -V+Wrr MAP ft% �Y t'._ ry 4 w 0 1 � roWerra AOIAAtN1Ote* Ax0. sua MAY fY +3,a m I Page 33 of _ 494 Forbes Boulevard Development Agt. -40- 2012 / Staff DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Terry White, Director of Public Works SUBJECT: MOTION TO ACCEPT THE EAST OF 101 SEWER IMPROVEMENTS PUMP STATION NO. 8 REHABILITATION PROJECT AS COMPLETE IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS It is recommended that the City Council, by motion, accept the East of 101 Sewer Improvements Pump Station No. 8 Rehabilitation Project (Project No. ss1010) as complete in accordance with the plans and specifications. BACKGROUND/DISCUS SION Sanitary Sewer Pump Station No. 8 is located at 701 Forbes Boulevard. It receives sewage from Genentech's Campus and discharges it via a force main to a gravity sewer main on Allerton Avenue. The Pump Station No. 8 Rehabilitation project installed two new grinders and extended the existing controller building, converted the existing dry pit into a wet pit with three new submersible pumps and motors with a total pumping capacity of 2,000 gallons per minute (gpm), and reconstructed the pump discharge pipes. The project corrected the operational deficiencies, specifically, the need to operate the pumps at less than full speed due to existing force main conditions, pump clogging from influent trash, limited wet well storage, and the potential for overflow after pump clogging. This project accommodated future increased flow of 1,400 gpm expected from developments outlined in the Genentech Master Plan. The project was awarded to JMB Construction, Inc. of South San Francisco, California on February 9,'2011 and construction was completed in August 2012. FUNDING This project was 100% funded by Genentech. The total cost incurred to date for the construction of the project is summarized as follows: Staff Report Subject: MOTION TO ACCEPT THE EAST OF 101 SEWER IMPROVEMENTS PUMP STATION NO. 8 REHABILITATION PROJECT AS COMPLETE IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS Page 2 of 2 Project Cost $1,618,690.00 $1,424,559.00 CONCLUSION The project was inspected by City Staff and a Special Inspector and completed in accordance with the plans and specifications. Staff recommends acceptance of the project as complete. A Notice of Completion will be filed with the County of San Mateo Recorder's office. Accordingly, payment bonds and retention funds will be returned to JMB Construction, Inc. at the end of the thirty-day lien period. By. Terry White Director of Pu Works F11 /•. f. Approved: Barry M. Nagel City Manager Projected Actual JMB Construction, Inc. — Contract $1,278,690.00 $1,067,294.00 Construction Management & Inspection $ 200,000.00 $ 260,000.00 Construction Contingency — Change Order $ 130,000.00 $ 94,065.00 Testing $ 105000.00 $ 3.200.00 Project Cost $1,618,690.00 $1,424,559.00 CONCLUSION The project was inspected by City Staff and a Special Inspector and completed in accordance with the plans and specifications. Staff recommends acceptance of the project as complete. A Notice of Completion will be filed with the County of San Mateo Recorder's office. Accordingly, payment bonds and retention funds will be returned to JMB Construction, Inc. at the end of the thirty-day lien period. By. Terry White Director of Pu Works F11 /•. f. Approved: Barry M. Nagel City Manager DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Krista Martinelli, City Clerk SUBJECT: MOTION TO APPOINT JIM MCGUI E AND MARK JENKINS TO RESPECTIVE HOTELIER REPRESENTATIVE SEATS ON THE CONFERENCE CENTER AUTHORITY EFFECTIVE JANUARY 1, 2013 WITH TERM EXPIRATION DATES OF MARCH 27, 2016, AND APPOINT BRUCE TOGNETTI AND LAURA FANELLA TO RESPECTIVE BUSINESS/RESIDENT REPRESENTATIVE SEATS ONTHE CONFERENCE CENTER AUTHORITY EFFECTIVE JANUARY 1, 2013 WITH TERM EXPIRATION DATES OF MARCH 27, 2016. RECOMMENDATION It is recommended that the City Council approve by motion the appointments of Jim McGuire and Mark Jenkins to respective hotelier representative seats on the Conference Center Authority Board effective January 1, 2013 with term expiration dates of March 27, 2016 and Bruce Tognetti and Laura Fanella to respective business /resident representative seats on the Conference Center Authority Board effective January 1, 2013 with term expiration dates of March 27, 2016, BACKGROUND/DISCUSSION At a Special Meeting on July 2, 2012, the City Council agreed at the outset of the meeting that it would not appoint new members to the Conference Center Authority until resolution of an issue presently pending before the Agency. Council voted with results being that Messrs. McGuire and Jenkins were preferred candidates for the hotelier representative seats and Ms. Fanella and Mr. Tognetti were preferred candidates for the business /resident seats. However, pursuant to the aforementioned agreement, Council refrained from action appointing new members until a later date. Staff Report Subject: Motions approving appointments to the Conference Center Authority Page 2 CONCLUSION It is recommended that Council approve by motion the appointments of Jim McGuire and Mark Jenkins to respective hotelier representative seats on the Conference Center Authority Board effective January 1, 2013 with term expiration dates of March 27, 2016 and Bruce Tognetti and Laura Fanella to respective business /resident representative seats on the Conference Center Authority Board effective January 1, 2013 with term expiration dates of March 27, 2016. Barry M. Nagel City Manager Attachment: Minutes of the July 2, 2012 Special Meeting of the City Council MINUTES ogRB�.0 SPECIAL MEETING o CITY COUNCIL °�irFa> OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 CITY HALL CONFERENCE ROOM 400 GRAND AV1:NITE SOII`l'H SAN FRANCISCO MONDAY, .JULY 2, 2012 Call to Order: Time: 4:04 p.m. 2. Roll Call, Present: Councilmembers Addiego, Matsumoto and Mullin, Vice Mayor Gonzalez, Mayor Garbarino. Absent: None. 3, Public Comments — comments are limited to items on the Special Meeting Agenda, None. 4, Agenda Review. Mayor Garbarino advised that Council would not appoint new members to the Conference Center Authority until resolution of a pressing issue presently pending before the Agency. Council agreed with this course of action and determined to interview the applicants before them, vote for preferred candidates and refrain from action appointing new members until a later date. Councilwoman Matsumoto stated that based on the high caliber of applications for the Bicycle and Pedestrian Advisory Committee ("BPAC "), she would like to direct staff to propose a resolution expanding the current membership of BPAC. In the meantime, because the Council would be without legislative authority to appoint all three, she preferred to hold off on review of the candidates interviewed at the present meeting. Council agreed with this suggestion and directed staff to proceed accordingly. City Clerk Martinelli advised of several changes to the evening's schedule including that Ron Burgess was unavailable for interview at his scheduled 4:30 p.m. time slot due to a work conflict. Mr. Burgess offered to be available by telephone after 8:00 p.m. if Council felt an interview was necessary. Applicant for the Conference Center Authority Business or Resident Representative position, Ms. Anna Mesaku, who was unavailable at her scheduled time of 8:10 p.m. would appear before Council in the 4:30 p.m. time slot that was vacated by Mr. Burgess. Finally, City Clerk Martinelli advised that Mr. Arnel Junio had withdrawn his application to serve on the Housing Authority from consideration. 5. Interview applicants for Multiple Positions: 4: 00 p.m.: James Bertoldi (Cultural Arts Commission, Housing Authority, Flood Control District) 4:10 p.m.: Susie McFarland (Conference Center Authority, Housing Authority, Library Board) 4:20 p.m.: Cassandra Woo (BPAC, Cultural Arts Commission) Council interviewed the applicants identified above. 6. Council interviewed Ms. Anna Mesaku for the conference Center Authority Business or Resident Representative Position. Interview applicants for Cultural Arts Commission 4:30 p.m.: Ron Burgess 4:40 p.m.: Rena Donati 4:50 p.m.: Shane Looper 5: 00 p.m.: Jaquelyn Pettinari 5:10 p.m.: Anthony Violanti 5: 20 p.m.: Sandee Ige (Previously interviewed applicants James Bertoldi and Cassandra Woo) Council interviewed the applicants identified above with the exception of Ron Burgess who was unavailable for an in person interview due to a work related conflict. At Council's discretion, Mr. Burgess was available for a telephone interview after 8:00 p.m.. After discussion, Council opted not to require a telephone interview of Mr. Burgess. Interview applicant for Housing Authority Tenant Seat: 5:50 p.m.: Eloise Heden Council interviewed Ms. Heden 9. Interview applicants for the Housing Authority Commissioner Seat: 6:00 p.m.: John Baker 6:10 p.m.:'Arnel Junio (Previously interviewed applicants James Bertoldi and Susie McFarland) Council interviewed Mr. Baker. Mr. Junio withdrew his application prior to the meeting and did not appear for interview. 91 Interview applicants for the San Mateo County Flood Control District: 6:20 p.m.: Sam Bonanno (Previously interviewed applicant James Bertoldi) SPECIAL CITY COUNCIL MEETING MINUTES JULY 2, 2012 PAGE 2 Council interviewed Mr. Bonanno. Recess: 6:23 p.m. Meeting resumed: 6:45 p.m. 10. Interview applicants for Library Board: 6:30 p.m.: Francisca Hansen 6:40 p.m.: Diane Huddleston 6.50 p.m.: Lenita Boldenweck (Previously interviewed applicant Susie McFarland) Council interviewed the above listed applicants. 11. Interview applicants for Conference Center Authority Hotelier Seat: 7:00 p.m.: Mark Jenkins 7 :10 p.m.: Jim McGuire 7:20 p.m.: `BJ" Vishu Patel Council interviewed the above listed applicants. 12. Interview applicants for Conference Center Authority Business /Resident Representative Seats: 7:30 p.m.: Emile Kishek 7:40 p.m.: Bruce Tognetti 7:50 p.m.: Laura Fanella 8:00 p.m.: Betty Battaglia (Previously interviewed applicants Susie McFarland and Anna Mesaku) Council interviewed the above listed applicants. 13. Interview applicants for Bicycle and Pedestrian Advisory Committee (BPAC): 8:20 p.m..: Jill Eyres 8:30 p.m.: Ari Gerrits (Previously interviewed applicant Cassandra Woo) Council interviewed the above listed applicants. 14. Discussion and appointment of applicants to the Cultural Arts Commission. Council may appoint nine (9) applicants to respective terms to expire June 13, 2016. Motion— Councilman Addiego /Second Vice Mayor Gonzalez—: to appoint Lenita Boldenweck, Ron Burgess, Rena Donati, Shane Looper, Jaquelyn Pettinari, Anthony Violanti, Sandee Ige, James Bertoldi and Cassandra Woo to the Cultural Arts Commission. Unanimously approved by voice vote. SPECIAL CITY COUNCIL MEETING MINUTES .JULY 2, 2012 PAGE 15. Discussion and appointment of applicant to the Housing Authority Tenant Commissioner Seat. Council may appoint (1) applicant to a partial term to expire March 31, 2014. Motion— Councilman Addiego /Second— Councilman Mullin: to appoint Eloise Heden to the Housing Authority as a Tenant Commissioner. 16. Discussion and appointment of applicant to the Housing Authority Commissioner Seats. Council may appoint one (1) applicant to a term to expire March 31, 2016 and one (1) applicant to a partial term to expire March 31, 2013. Motion— Councilman Addiego /Second— Councilman Mullin: to appoint John Baker and Susie McFarland to respective terms on the Housing Authority. Unanimously approved by voice vote. 17. Discussion and appointment of applicant to the San Mateo County Flood Control District. Council may appoint one (1) applicant to a term expiring June 13, 2012. Motion— Councilman Addiego /Second— Vice Mayor Gonzalez: to appoint Sam Bonanno to the San Mateo County Flood Control District. Unanimously approved by voice vote. 18. Discussion and appointment of applicants to the Library Board. Council may appoint two (2) applicants to terns to expire June 30, 2015. Motion— Councilman Addiego /Second— Councilman Mullin: to appoint Francisca Hansen and Diane Huddleston to respective terms on the Library Board. Unanimously approved by voice vote. 19. Discussion and appointment of applicants to the Conference Center Authority Hotelier Seat. Council may appoint two (2) applicants to respective terms to expire March 31, 2016. As set forth above, Council agreed at the outset of the meeting that it would not appoint new members to the Conference Center Authority until resolution of an issue presently pending before the Agency. Council voted with results being that Messrs. McGuire and Jenkins were preferred candidates. However, pursuant to the aforementioned agreement, Council refrained from action appointing new members until a later date. 20. Discussion and appointment of applicant to the Conference Center Authority Business/Resident Representative Positions. Council may appoint two (2) applicants to respective terms expiring March 31, 2016. As set forth above, Council agreed at the outset of the meeting that it would not appoint new members to the Conference Center Authority until resolution of an issue presently pending before the Agency. Council voted with results being that Ms. Fanella and Mr. Tognetti were preferred candidates. However, pursuant to the aforementioned agreement, Council refrained SPECIAL CITY COUNCIL MEETING MINUTES JULY 2, 2012 PAGE 4 from action appointing new members until a later date. 21. Discussion and appointment of applicant to BPAC. Council may appoint one (1) applicant to the Committee. As set forth above, based on the high caliber of applications for the Bicycle and Pedestrian Advisory Committee ( "BPAC "), Council directed staff to propose a resolution expanding the current membership of BPAC at the July 25, 2012 Regular Meeting of the City Council. Since the Council would be without legislative authority to appoint all three members without passage of the aforementioned resolution, it refrained from any action on the question. 22. Adjournment. Being no further business, Mayor Garbarino adjourned the meeting at 9:43 p.m. WE evw�jltv WC�4 /rjr MOI/i Krista Joy__.Gl 'ne ' e� City Clerk, City of South San Francisco SPECIAL CITY COUNCIL MEETING MINUTES Approved: Rich Garbarino Mayor, City of South San Francisco JULY 2, 2012 PAGES DATE: Staff Report December 12, 2012 TO: The Honorable Mayor and City Council FROM: Jim Steele, Director of Finance SUBJECT: LOAN AGREEMENTS BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF SOUTH SAN FRANCISCO FOR PAYMENT OF SEVERAL ENFORCEABLE OBLIGATIONS RECOMMENDATION It is recommended that the City Council approve the attached resolutions which approve five loan agreements, in the total amount of $583,105.47, between the City and the Successor Agency (SA) to pay for several enforceable obligations of the SA. BACKGROUNDIDISCUSSION The Successor Agency and the Oversight Board have each approved several enforceable obligations which, due to the timing of the payments, did not coincide with the Recognized Obligations Payment Schedules (ROPS) for their payments. Staff has been in discussions with the State Department of Finance (DOF), which has not been flexible about allowing payments for items which come in at a different time period than what is shown on the ROPS. The solution that the DOF has suggested is that the City should make payments for these obligations, and that the City enters into loan agreements with the Successor Agency (SA) to allow the SA to pay the City back once these items are approved on a subsequent ROPS. This staff report therefore transmits five resolutions which ask the SA Board to approve five loan agreements with the City. The loan agreements are for the following items, totaling $583,105.47: Loan Agreement Summary 1 Legal Settlement and Attorneys' Fees 2 Debt Service Payment for 1999 Housing Bonds Accounts Payable as of June 30, 2012 for Housing 3 Obligations 4 Debt Service for 2006 RDA Bonds Obligation on ROPE Row: 53 $ 210,635.50 8 and 9 $ 252,465.00 38, 39,47 $ 17, 906.76 5 $ 27, 937.50 Accounts Payable as of June 30, 2012 for Non- 19, 20, 23, 26, 27 59, 5 Housing Obligations 63, 64, 67, 68 $ 74,160.71 Total $ 583,105.47 Staff Report Subject: Loan Agreement between the City of South San Francisco and the Successor Agency of the Former Redevelopment Agency of South San Francisco Page 2 Each of these items is described below, and the SA resolutions have additional details on these obligations: 1. Legal Settlement and Attorney Fees $210,635.50 On November 26, 2012, the Successor Agency and the City Council authorized the City Attorney to enter into a settlement agreement with Dalai Metwally Living Trust, Dalai Metwally Trustee, and Omar and Bassamat Bahnasy to resolve the lawsuit filed by the Dalai Metwally Trust and Omar and Bassamat Bahnasy against the former Redevelopment Agency, the Successor Agency and the City. That claim had been listed on the Successor Agency's Recognized Obligation Schedule (ROPS) as a future expense (called "Reserves for Existing Litigation "), and was listed as the amount of the entire claim. The last ROPS (ROPS III, for January through June 2013) showed the tota" amount of the claim remaining at $7.2 million. The settlement approved by the City Council and the claimant is for $150,000, and is now due. In addition, the City has had to pay attorney fees for this item up to the City's self - insurance retention cap of $100,000. After deducting the amounts already collected on prior ROPs, and after deducting legal expenses incurred before the RDA dissolution, this loan agreement is to cover the settlement and the additional $60,635.50 the SA is liable for in attorney fees. 2. Debt Service Payment for 1999 Housing Bonds $252,465.00 The SA Board may recall that when AB 1484 was passed, it allowed housing successors to the former redevelopment agencies to keep unspent bond proceeds for affordable housing projects. The SA had previously planned on paying off these bonds on August 31, 2012, but with the AB 1484 changes, the Agency and the Oversight Board realized the importance of dedicating the available proceeds for housing purposes. Therefore, instead of paying off the 1999 bonds, as was contemplated on ROPS II, the SA needed to make the August 31, 2012 debt service payment. The loan agreement stipulates that the SA will pay back the City for advancing the cash to make this legally required debt service payment on August 31, 2012. 3. Accounts Payable for Housing Items as of June 30, 2012 $17,906.76 Several items were included on ROPS I for Housing obligations, for which the final invoices were not available to pay as of June 30, 2012. Therefore, the City had to advance payment to the SA to make these payments, which were all grants payable to non - profits as shown on ROPS I. 4. Debt Service for 2006 RDA Bonds $27,937.50 The debt service payment on the 2006 RDA Bonds due on August 31, 2012, was $27,937.50 higher than the amount staff had estimated on ROPS 11. Therefore, the City had to advance funds to the SA to make the full legally obligated debt service payment. Staff Report Subject: Loan Agreement between the City of South San Francisco and the Successor Agency of the Former Redevelopment Agency of South San Francisco Page 3 5. Accounts Payable as of June 30, 2012 for Non - Housing Obligations on ROPS $74,160.71 Several items were included on ROPS I for non - Housing obligations, for which the final invoices were not available to pay as of June 30, 2012. Therefore, the City had to advance payment to the SA to make these payments. The detail on these payables is below: BOPS Line Project Name I Debt Obligation Payee Description/Project Scope Amount 19 Oyster Point Ventures DDA Various contractors/staff Secs. 4.5 closglescrow; 5.2 environ indemnification; 5.3 methane monitoring 3,809.96 20 23 Oyster Point Ventures DDA Harbor District Agreement Le aVStaff costs Le aVStaff costs Soft project management costs Soft project management costs 1,912.50 2,822.00 26 27 418 Linden Housing Dev. f1027) 418 Linden Housing Dev. Brookwood Group Le aVStaff costs Contracted project work Soft pro ect management costs 6,765.00 3,758,00 59 Maintenance of Non-Hsg Properties Various contractors Rehab, repair, maintenance, & utilities 10,803.41 63 Administration Costs lVarious contractorslmisc Costs to administer Successor Agency 28,582.73 64 Administration Costs Legal/Staff costs Costs to administer Successor Agemy 14,077.19 67 Property Disposition Costs Various contractors Initial en*. testing, noticing, listing costs 1,200.00 68 Property Disposition Costs Le aVStaff costs Soft project management oosts 430.00 FISCAL IMPACT: The five categories of items listed above total $583,105.47, and funds had to be advanced from the City to the SA to pay these Successor Agency obligations. If DOF approves the loan agreements on the next- submitted ROPS as enforceable obligations of the SA, staff expects that the loans will be fully repaid by August 1, 2013. CONCLUSION: The attached loan agreements obligate the SA to pay the City back for funds the City had to advance to the SA to make ROPS payments that were either different than estimated or that were expended in a different ROPS time period than where they had been listed. By: Jim Yeele Finance Director Attachments: Resolutions Loan Agreements JS/MVD:ed Approved: Marty Van Duyn Assistant City Manager and Director of Economic and Community Development P1 RESOLUTION NO. RESOLUTION OF THE CITY OF SOUTH SAN FRANCISCO APPROVING A LOAN AGREEMENT IN THE AMOUNT OF $210,635.50 WITH THE CITY OF SOUTH SAN FRANCISCO TO ALLOW THE SUCCESSOR AGENCY TO MAKE PAYMENTS RELATED TO A SETTLEMENT AGREEMENT FOR A CLAIM THAT HAD BEEN ON PRIOR RECOGNIZED OBLIGATION PAYMENT SCHEDULES WHEREAS, pursuant to Health and Safety Code Section 34177(1), before each six -month fiscal period, the Successor Agency to a dissolved Redevelopment Agency is required to adopt a draft Recognized Obligation Payment Schedule ( "ROPS ") that lists all of the obligations that are "enforceable obligations" within the meaning of Health and Safety Code Section 34177; and WHEREAS, each ROPS must be approved by the Oversight Board for the Successor Agency and by the State Department of Finance in order for payment of listed obligations to be made; and WHEREAS, the timing of payment of a legal settlement and associated legal fees identified and approved as enforceable obligations on ROPS I, II, and III did not coincide with the payment dates listed on those ROPS; and WHEREAS, therefore several enforceable obligations of the Successor Agency cannot be paid in full and/or when due; and WHEREAS, timely payment of enforceable obligations of the Successor Agency was deemed essential and could not await approval of a ROPS submitted for the next six -month fiscal period; and WHEREAS, the Successor Agency had no other source of funding to make these payments for enforceable obligations on its own; and WHEREAS, the City therefore advanced, or is willing to advance, finds for the payment of said enforceable obligations; and WHEREAS, .Health and Safety Code Section 34173(h) authorizes loans between the City and the Successor Agency for the purpose of funding enforceable obligations for which there are insufficient funds in the Real Property Tax Trust Fund; and WHEREAS, Health and Safety Code Section 34173(h) further provides that a new enforceable obligation shall be created for the repayment of each such loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the Oversight Board for the Successor Agency and submitted to the State Department of Finance for its review and approval; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) the Oversight Board may approve a request by the Successor Agency to enter into an agreement with the City; and WHEREAS, City and Successor Agency staff have negotiated a loan agreements covering these enforceable obligations for which there are insufficient funds available for timely payment by the Successor Agency; and WHEREAS, funds are available to be loaned by the City for such purpose, and the loan agreements do not violate the City's debt limit under the California Constitution. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The loan agreement in the form attached hereto is hereby approved, and the Assistant City Manager is hereby authorized to execute them on behalf of the Successor Agency and to take such other and further action as necessary and appropriate to implement the intent of this Resolution. 3. That loan agreement, along with the supporting calculations and references to prior ROPS are attached to this Resolution and are hereby incorporated herein, are for a settlement agreement with Dalai Metwally Living Trust, Dalai Metwally Trustee, and Omar and Bassamat Bahnasy to resolve the lawsuit filed by the Dalai Metwally Trust and Omar and Bassamat Bahnasy against the former Redevelopment Agency, the Successor Agency, and the City, and for associated attorneys' fees totaling $210,635.50. 4. The Successor Agency is directed to include loan agreement, with such supporting documentation and other information as it deems necessary and appropriate, on the next ROPs to be submitted to the Oversight Board and the State Department of Finance. PASSED AND ADOPTED this 10th day of December, 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: City Clerk Mayor 2012709.1 2 P2 fl. 7 N d a c a J W a P3 L U) ¢a 0 N ¢a (D2 N cp ' a � �(1) a y« y° N m ,° 'O Iz ,.,. er 3 �' 3 L 3 N O 3 3 w to a-, ,pm mco 3N N.�. N N.�.. N w CL .O 'O Na Na Na U) 4:1 U) rte.. W (n a N a a m W m W CO as d aav ° 0 0 0 W °�� W a ; ¢� a� o o 0 a) ow a-- ° �s �Q o� oy o oY `o_ a�8 c� ° a0v a�� c �,C a �� �� a 1O 3 w m °gyp �M0 °MG o �� to r� a' c '0'! U a O N U. .. a L° 0 16 L O ro LL r y m LL N ca y' O f- O e% S W d w Q r+ (D U.im N 61 .+ a LL L= r„Jd L .-. 2 L r. 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Q U c o E o 2 0 a o y '01 N c 0 D m.1 � C AR C H C 61 4f o: m m a E a Q ¢ a a C N LO W w fv w J N w N W Ol a PA P5 LOAN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO This Loan Agreement (Agreement) is entered into as of , 2012 ("Effective Date "), by and between the City of South San Francisco, a municipal corporation ( "City ") and the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity ( "Successor Agency "). City and the Successor Agency are hereinafter collectively referred to as the "Parties ". RECITALS WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Redevelopment Agency ") was established under the provisions of the Community Redevelopment Law (California Health and Safety Code § 33000 et seq.) ( "CRL "); and WHEREAS, effective June 30, 2011, the Governor signed into law ABx1 26 which automatically suspended redevelopment activities, and on December 29, 2011, the California State Supreme Court upheld the provisions of ABx1 26, thereby dissolving all redevelopment agencies on February 1, 2012; and WHEREAS, ABx1 26 was modified by AB 1484, effective as of July 27, 2012, which together with ABxl 26 is referred to herein as the "Dissolution Law"; and WHEREAS, as a result of the dissolution of the former Redevelopment Agency, the Successor Agency is now administering the daily operations of the former Redevelopment Agency; and WHEREAS, on July 8, 2011, the City and the Successor Agency were sued in inverse condemnation in Dalal M. Metwally Living Trust Dated October 27, 1998, et al. v. City of South San Francisco, Superior Court of the State of California for the County of San Mateo, Case No. CIV 506911, wherein the plaintiffs sought damages and attorneys' fees ( "Litigation "); and WHEREAS, the parties thereto mediated the Litigation and reached a settlement thereof in the amount of One Hundred Fifty Thousand Dollars and No Cents ($150,000.00) ("Settlement") and the Successor Agency has associated attorneys' fees in the amount of Sixty Thousand Six Hundred Thirty Five Dollars and Fifty Cents ($60,635.50); and WHEREAS, Health and Safety Code § 34171(d)(1)(D) provides that a settlement entered by a competent court of law against a former redevelopment agency constitutes an enforceable obligation authorized for payment from the Real Property Tax Trust Fund ( "RPTTF ") established pursuant to the Dissolution Law; and WHEREAS, Health and Safety Code § 34171(d)(1)(F) provides that contracts or agreements concerning litigation expenses related to settlements and judgments constitute enforceable obligations authorized for payment from the RPTTF; and WHEREAS, enforceable obligations must be listed on a Recognized Obligation Payment Schedule CROPS ") and approved for payment by a successor agency's oversight board and the California Department of Finance ( "DOF ") in order for funds to be received therefor; and P6 WHEREAS, the potential total Litigation amount was included as an obligation of the Successor Agency on the ROPS for the period July- December 2012 ( "ROPS II) in the amount of Seven Million Two Hundred Twenty Nine Thousand Seven Hundred Twenty Four Dollars and Ninety Three Cents ($7,229,724.93), identified at Line 53 thereof as "Reserve for Existing Claims "; and WHEREAS, ROPS II and the ROPS for the period January -June 2013 ( "ROPS III "), which have already been submitted to the DOF, did not contemplate Litigation - related expenditures during this time period and did not contemplate sufficient attorneys' fees; and WHEREAS, at present there are insufficient funds in the RPTTF to permit payment of the Settlement and the associated attorneys fees by the Successor Agency; and WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the successor agency to the city's redevelopment agency for the purpose of funding enforceable obligations for which there are insufficient funds in the RPTTF; and WHEREAS, Health and Safety Code § 34173(h) finther provides that a new enforceable obligation shall be created for the repayment of such a loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the oversight board for the successor agency and submitted to the DOF for its review and approval; and WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight board may approve a request by a successor agency to enter into an agreement with a city; and WHEREAS, the City and Successor Agency wish to enter into a loan agreement in the principal amount of Two Hundred Ten Thousand Six Hundred Thirty Five Dollars and Fifty Cents ($210,635.50) ( "Loan"), for the purpose of providing the Successor Agency temporary funding in order for it to pay the Settlement and associated legal fees; and WHEREAS, on December 10 and December 12, 2012, the Successor Agency and the City each respectively approved the Loan and authorized the execution of this Agreement, pursuant to Resolution No. and Resolution No. , respectively; and WHEREAS, on January , 2013, the Oversight Board for the Successor Agency approved the Successor Agency's request to enter into this Agreement, pursuant to Resolution No. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: ARTICLE 1 LOAN TERMS 1.1 Loan. (a) Loan Amount. City agrees to lend to Successor Agency, and Successor Agency agrees to borrow from and repay to City, a Loan in the principal amount of not to exceed Two Hundred Ten Thousand Six Hundred Thirty Five Dollars and Fifty Cents ($210,635.50). (b) Maturi . Date. The total outstanding Loan principal is due and payable by August 1, 2013. Page 2 of 7 P7 1.2 Prepayment. Successor Agency may prepay the Loan, in whole or in part, at any time, without penalty or other charge. 1.3 Payment. The outstanding principal of the Loan is due and payable on the Maturity Date. 1.4 Security for the Loan. As security for the repayment of the Loan, the Successor Agency hereby pledges certain Unrestricted Revenues (defined below) ( "Pledged Revenues ") that are received, accrued or held by the Successor Agency and are provided within or attributable to fiscal year 2012 -13, and the principal of the Loan constitutes a first lien and charge on the Pledged Revenues, and is payable from the first moneys received by the Successor Agency from the Pledged Revenues. The term "Unrestricted Revenues" means property taxes assessed and levied by San Mateo County on behalf of the Successor Agency allocated to the Successor Agency in accordance with the Dissolution Law, together with any other income, revenue, cash receipts and any other moneys of the Successor Agency lawfully available for repayment of the Loan. ARTICLE 2 DISBURSEMENT AND ACCOUNTING; USE OF FUNDS 2.1 Disbursement. Loan proceeds may be disbursed to the Successor Agency in accordance with this Agreement upon approval of drawdown requests executed by the City Finance Director. 2.2 Use of Loan Proceeds. Successor Agency may use proceeds of the Loan exclusively for meeting the Settlement and associated legal fee obligation as described herein. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Authorijy. Successor Agency warrants that it has authority, and has completed (or will complete, as applicable) all proceedings and obtain all approvals necessary to execute, deliver, and perform under this Agreement and the transactions contemplated thereby. 3.2 Valid and Binding Obligations. Successor Agency warrants that, when duly executed by the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of Successor Agency enforceable in accordance with their respective terms. Successor Agency hereby waives any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any provisions or conditions contained in this Agreement. 3.3 No Adverse Action. Successor Agency warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Successor Agency with respect to this Agreement. ARTICLE 4 SUCCESSOR AGENCY COVENANTS 4.1 Notification. Until the Loan is repaid in full, Successor Agency covenants that it will promptly notify City in writing of the occurrence of any event that might materially and adversely affect its ability to perform its obligations under this Agreement, or that constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. Page 3 of 7 P8 4.2 Legal Compliance. Successor Agency covenants that this Agreement does not violate the Constitutional debt limitation for municipal governments set forth in Article XVI, Section 18 of the California Constitution. ARTICLE 5 INDEMNITY REQUIREMENTS 5.1 Indemnity. Successor Agency and City shall each defend, hold harmless and indemnify the other, its officers, employees and agents from and against all claims, liability, cost, expenses, loss or damages of any nature whatsoever, including reasonable attorneys' fees, arising out of or in any way connected with its failure to perform its covenants and obligations under this Agreement and any of its operations or activities related thereto, excluding the willful misconduct or the gross negligence of the person or entity seeking to be defended, indemnified, or held harmless. ARTICLE 6 DEFAULT AND REMEDIES 6.1 Events of Default. Each of the following events will constitute an event of default ( "Event of Default ") under this Agreement: (a) Nonpayment. Successor Agency's failure to repay the Loan pursuant to Article 1 hereof. (b) Failure to Perform. Successor Agency's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in this Agreement, after any applicable cure periods. 6.2 Declaring Default. Whenever any Event of Default has occurred, other than a failure to pay any sums due, City shall give written notice of default to Successor Agency. If the default is not cured within thirty (30) calendar days after the Date of Default (defined herein), or any extension approved in writing by City, City may enforce its rights and remedies under Section 6_3 below. Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 7.2 of this Agreement ( "Date of Default "). In the event of a default in the payment of any installment payment when due, Successor Agency shall have ten (10) calendar days from the payment due date to cure such default, whether or not City gives written notice. 6.3 Remedies. Upon the occurrence of any Event of Default, City, in addition to any other remedies provided herein or by law, shall have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: (a) declare that outstanding balance of the Loan and all other sums owing to City under this Agreement immediately due and payable, and (b) take whatever other action at law or in equity which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. 6.4 Default Interest. Commencing on the Date of Default and continuing through the date that all indebtedness and other amounts payable under this Agreement are paid in full, interest on the Loan will accrue on the outstanding balance, at the rate equal to LAIF plus one percent (1 %). Page 4 of 7 P9 6.5 Disclaimer. If City elects to employ any of the remedies available to it in connection with any Event of Default, City will not be liable for: (1) the payment of any expenses incurred in connection with the exercise of any remedy available to City, and (2) the performance or nonperformance of any other obligations of Successor Agency. ARTICLE 7 MISCELLANEOUS 7.1 Conflict of Interest, Interest of Employees, gents, Consultants, Officers and Officials of City or Successor Agency. Except for approved eligible administrative or personnel costs, no employee, agent or consultant who is in a position to participate in a decision - making process or gain inside information with regard to such activities assisted under this Agreement, may obtain a personal or financial interest in or benefit from the activities assisted under this Agreement, or have an interest, direct or indirect, in any contract, subcontract or agreement with respect thereto, or in the proceeds thereunder either for him/herself or for those with whom s/he has family or business ties, during his/her tenure and for one year thereafter. 7.2 Notices. Any notice, request or consent required pursuant to this Agreement shall be deemed given when delivered personally or three (3) business days after being deposited in the U.S. mail, addressed as follows: If to Successor Agency: Successor Agency to the Redevelopment Agency of South San Francisco P. O. Box 711 South San Francisco, CA 94083 Attention: Assistant City Manager With copy to Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco If to City: City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attention: City Manager or to such other addresses as the Parties may designate by notice as set forth, above. 7.3 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of City and Successor Agency, respectively. 7.4 Attorneys' Fees. If any action is instituted by either Party to enforce this Agreement or to collect any sums due hereunder or pursuant to this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that action. 7.5 Severability. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect. 7.6 Amendments/Entire Agreement. City and Successor Agency reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, Page 5 of 7 modification, alternation or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both parties. This Agreement constitutes the entire agreement of the Parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 7.7 Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 7.8 Governing Law. The laws of the State of California govern this Agreement. 7.9 City's Rights and Consent. No forbearance, failure or delay by City in exercising any right, power, or remedy, nor any single or partial exercise of City or any right or remedy hereunder shall preclude the further exercise of such right, power or remedy. The consent of City to any act or omission by Successor Agency may not be construed as City consent to any other or subsequent act or omission or as a waiver of the requirement to obtain City consent in any other instance. All of City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by the City. 7.10 Duration/Survival. This Agreement continues in full force and effect until the Loan is repaid in full. 7.11 Headings. The headings within this Agreement are for the purpose of reference only and do not .limit or otherwise affect any of the terms of this Agreement. 7.12 Counterparts, Facsimile Copies. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. This Agreement is effective upon transmission by either Party to the other Party of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the Successor Agency and the City Council. In case of any conflict, the counterpart maintained by the City Council will be deemed to be determinative. IN WITNESS WHEREOF, City and the Successor Agency have executed. this Agreement as of the date first above written. City of South San Francisco Successor Agency to the Redevelopment Agency of the City of South San Francisco Attest: Barry M. Nagel, City Manager Krista J. Martinelli, City Clerk Approved as to Form: U0.1 Page 6 of 7 Marty Van Duyn, Assistant City Manager Krista J. Martinelli, Secretary P10 0 02,5 2 P12 RESOLUTION NO. RESOLUTION OF THE CITY OF SOUTH SAN FRANCISCO APPROVING A LOAN AGREEMENT IN THE AMOUNT OF $252,465 WITH THE CITY OF SOUTH SAN FRANCISCO TO ALLOW THE SUCCESSOR AGENCY TO MAKE A RECOGNIZED OBLIGATION PAYMENT FOR HOUSING BOND DEBT SERVICE INCURRED BY THE FORMER REDEVELOPMENT AGENCY WHEREAS, pursuant to Health and Safety Code Section 341770), before each six -month fiscal period, the Successor Agency to a dissolved Redevelopment Agency is required to adopt a draft Recognized Obligation Payment Schedule ( "ROPS ") that lists all of the obligations that are "enforceable obligations" within the meaning of Health and Safety Code Section 34177; and WHEREAS, each ROPS must be approved by the Oversight Board for the Successor Agency and by the State Department of Finance in order for payment of listed obligations to be made; and WHEREAS, the timing of payment of various items identified and approved as enforceable obligations on ROPS I and II did not always coincide with the payment dates listed on those ROPS, or, in some cases, the amounts required for payment exceeded the amounts listed on those ROPS; and WHEREAS, therefore several enforceable obligations of the Successor Agency could not be paid in full and/or when due; and WHEREAS, timely payment of bond debt service and other enforceable obligations of the Successor Agency was deemed essential and could not await approval of a ROPS submitted for the next six -month fiscal period; and WHEREAS, the Successor Agency had no other source of funding to make these payments for enforceable obligations on its own; and WHEREAS, the City therefore advanced, or is willing to advance, funds for the payment of said enforceable obligations; and WHEREAS, Health and Safety Code Section 34173(h) authorizes loans between the City and the Successor Agency for the purpose of funding enforceable obligations for which there are insufficient funds in the Real Property Tax Trust Fund; and WHEREAS, Health and Safety Code Section 34173(h) further provides that a new enforceable obligation shall be created for the repayment of each such loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the Oversight Board for the Successor Agency and submitted to the State Department of Finance for its review and approval; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) the Oversight Board may approve a request by the Successor Agency to enter into an agreement with the City; and WHEREAS, City and Successor Agency staff have negotiated five loan agreements covering those enforceable obligations for which there are insufficient funds available for timely payment by the Successor Agency; and WHEREAS, funds are available to be loaned by the City for such purpose, and the loan agreements do not violate the City's debt limit under the California Constitution. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The loan agreement, in the form attached hereto, is hereby approved, and the Assistant City Manager is hereby authorized to execute them on behalf of the Successor Agency and to take such other and further action as necessary and appropriate to implement the intent of this Resolution. 3. The loan agreement, along with the supporting calculations and references to prior ROPS are attached to this Resolution and are hereby incorporated herein, is for $252,465 to fund a debt service payment for the 1999 Housing Bonds sold by the former Redevelopment Agency that was due on September 1, 2012. 4. The Successor Agency is directed to include this loan agreement, with such supporting documentation and other information as it deems necessary and appropriate, on the next ROPs to be submitted to the Oversight Board and the State Department of Finance, unless, in the interim, the Housing Bond Debt Service obligation is approved by the State Department of Finance prior to the next ROPS submission deadline. PASSED AND ADOPTED this 12th day of December, 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: City Clerk Mayor 2012709.1 2 P13 y c a Q e O J O O m a a a s i = L _ (n N a W W 6ax.03 c N C cy N O C 3 a J a J a J W is .d w m N N O C� d) m fn .a c ltf c O O c a' fT0 Itl O W O }• G O 8. 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CD ul C M `° E c c in m co E t0 W N N A cl S co y E a to R o'_ o to cm > J on of C O � MM a O p 2N U U z (D CR C c ;8 O '.3 ul G O G O Z U O U •o .o E 0 0 8 0 0 M W m c G m w © O c ca c d m w c - °0 D C S E E a) I a v 2 ¢ ¢ a a m C r- N 0 LO cn <O I v f0 n t0 -* 0 J 0 N a Ply P16 LOAN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO This Loan Agreement (Agreement) is entered into as of , 2012 ( "Effective Date "), by and between the City of South San Francisco, a municipal corporation ( "City ") and the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity ( "Successor Agency "). City and the Successor Agency are hereinafter collectively referred to as the "Parties ", RECITALS WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Redevelopment Agency ") was established under the provisions of the Community Redevelopment Law (California Health and Safety Code § 33000 et seq.) ( "CRL" ); and WHEREAS, effective June 30, 2011, the Governor signed into law ABx1 26 which automatically suspended redevelopment activities, and on December 29, 2011, the California State Supreme Court upheld the provisions of ABx1 26, thereby dissolving all redevelopment agencies on February 1, 2012; and WHEREAS, ABxl 26 was modified by AB 1484, effective as of July 27, 2012, which together with ABx1 26 is referred to herein as the "Dissolution Law "; and WHEREAS, as a result of the dissolution of the former Redevelopment Agency, the Successor Agency is now administering the daily operations of the former Redevelopment Agency; and WHEREAS, Health and Safety Code § 34171(d)(1)(A) provides that bonds issued by a former redevelopment agency, including but not limited to the required debt service therefore, constitute an enforceable obligation authorized for payment from the Real Property Tax Trust Fund ( "RPTTF ") established pursuant to the Dissolution Law; and WHEREAS, enforceable obligations must be listed on a Recognized Obligation Payment Schedule ( "ROPS ") and approved for payment by a successor agency's oversight board and the California Department of Finance ( "DOF ") in order for funds to be received therefore; and WHEREAS, the Redevelopment Agency issued 1999 Housing Revenue Bonds, for which debt service payments in the amounts of Two Hundred Ten Thousand Dollars and No Cents ($210,000.00) for principal and Forty Two Thousand Four Hundred Sixty Five Thousand Dollars and No Cents ($42,465.00) for interest ( "Housing Bond Debt Service ") were required to be paid prior to such amounts being listed on a ROPS and approved by the DOF; and WHEREAS, the City advanced said amounts in order that the Successor Agency could meet its legally- required debt service payments on August 31, 2012 and continue to use the bond proceeds for the purposes for which they were issued; and WHEREAS, at present there are insufficient funds in the RPTTF to permit repayment of the Housing Bond Debt Service by the Successor Agency; and P17 WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the successor agency to the city's redevelopment agency for the purpose of funding enforceable obligations for which there are insufficient funds in the RPTTF; and WHEREAS, Health and Safety Code § 34173(h) further provides that a new enforceable obligation shall be created for the repayment of such a loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the oversight board for the successor agency and submitted to the DOF for its review and approval; and WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight board may approve a request by a successor agency to enter into an agreement with a city; and WHEREAS, the City and Successor Agency wish to enter into a loan agreement in the principal amount of Two Hundred Fifty Two Thousand Four Hundred Sixty Five Dollars and No Cents ($252,465.00) ( "Loan"), for the purpose of enabling the Successor Agency to pay the Housing Bond Debt Service; and WHEREAS, on December 10 and December 12, 2012, the Successor Agency and the City respectively each approved the Loan and authorized the execution of this Agreement, pursuant to Resolution No. and Resolution No. , respectively; and WHEREAS, on January­__, 2013, the Oversight Board for the Successor Agency approved the Successor Agency's request to enter into this Agreement, pursuant to Resolution No. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: ARTICLE 1 LOAN TERMS 1.1 Loan. (a) Loan Amount. City agrees to lend to Successor Agency, and Successor Agency agrees to borrow from and repay to City, a Loan in the principal amount of not to exceed Two Hundred Fifty Two Thousand Four Hundred Sixty Five Dollars and No Cents ($252,465.00). (b) Maturity Date. The total outstanding Loan principal is due and payable by August 1, 2013. 1.2 Prepayment. Successor Agency may prepay the Loan, in whole or in part, at any time, without penalty or other charge. 1.3 Payment. The outstanding principal of the Loan is due and payable on the Maturity Date. 1.4 Security for the Loan. As security for the repayment of the Loan, the Successor Agency hereby pledges certain Unrestricted Revenues (defined below) ( "Pledged Revenues ") that are received, accrued or held by the Successor Agency and are provided within or attributable to fiscal year 2012 -13, and the principal of the Loan constitutes a first lien and charge on the Pledged Revenues, and is payable from the first moneys received by the Successor Agency from the Pledged Revenues. Page 2 of 6 P18 The term "Unrestricted Revenues" means property taxes assessed and levied by San Mateo County on behalf of the Successor Agency allocated to the Successor Agency in accordance with the Dissolution Law, together with any other income, revenue, cash receipts and any other moneys of the Successor Agency lawfully available for repayment of the Loan. ARTICLE 2 DISBURSEMENT AND ACCOUNTING; USE OF FUNDS 2.1 Disbursement. Loan proceeds may be disbursed to the Successor Agency in accordance with this Agreement upon approval of drawdown requests executed by the City Finance Director. 2.2 Use of Loan Proceeds. Successor Agency may use proceeds of the Loan exclusively for meeting the Housing Bond Debt Service obligation as described herein. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Authority. Successor Agency warrants that it has authority, and has completed (or will complete, as applicable) all proceedings and obtain all approvals necessary to execute, deliver, and perform under this Agreement and the transactions contemplated thereby. 3.2 Valid and Binding Obligations. Successor Agency warrants that, when duly executed by the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of Successor Agency enforceable in accordance with their respective terms. Successor Agency hereby waives any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any provisions or conditions contained in this Agreement. 3.3 No Adverse Action. Successor Agency warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Successor Agency with respect to this Agreement. ARTICLE 4 SUCCESSOR AGENCY COVENANTS 4.1 Notification. Until the Loan is repaid in full, Successor Agency covenants that it will promptly notify City in writing of the occurrence of any event that might materially and adversely affect its ability to perform its obligations under this Agreement, or that constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. 4.2 Legal Compliance. Successor Agency covenants that this Agreement does not violate the Constitutional debt limitation for municipal governments set forth in Article XVI, Section 18 of the California Constitution. ARTICLE 5 INDEMNITY REQUIREMENTS 5.1 Indemnity. Successor Agency and City shall each defend, hold harmless and indemnify the other, its officers, employees and agents from and against all claims, liability, cost, expenses, loss or damages of any nature whatsoever, including reasonable attorneys' fees, arising out of or in any way connected with its failure to perform its covenants and obligations under this Agreement and any of its operations or activities related thereto, excluding the willful Page 3 of 6 P19 misconduct or the gross negligence of the person or entity seeking to be defended, indemnified, or held harmless. ARTICLE 6 DEFAULT AND REMEDIES 6.1 Events of Default. Each of the following events will constitute an event of default ( "Event of Default ") under this Agreement: (a) Nonpayment. Successor Agency's failure to repay the Loan pursuant to Article 1 hereof. (b) Failure to Perform. Successor Agency's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in this Agreement, after any applicable cure periods. 6.2 Declaring Default. Whenever any Event of Default has occurred, other than a failure to pay any sums due, City shall give written notice of default to Successor Agency. If the default is not cured within thirty (30) calendar days after the Date of Default (defined herein), or any extension approved in writing by City, City may enforce its rights and remedies under Section 6.3 below. Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 7.2 of this Agreement ( "Date of Default "). In the event of a default in the payment of any installment payment when due, Successor Agency shall have ten (10) calendar days from the payment due date to cure such default, whether or not City gives written notice. 6.3 Remedies. Upon the occurrence of any Event of Default, City, in addition to any other remedies provided herein or by law, shall have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: (a) declare that outstanding balance of the Loan and all other sums owing to City under this Agreement immediately due and payable, and (b) take whatever other action at law or in equity which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. 6.4 Default Interest. Commencing on the Date of Default and continuing through the date that all indebtedness and other amounts payable under this Agreement are paid in full, interest on the Loan will accrue on the outstanding balance, at the rate equal to LA1F plus one percent (I%). 6.5 Disclaimer. If City elects to employ any of the remedies available to it in connection with any Event of Default, City will not be liable for: (1) the payment of any expenses incurred in connection with the exercise of any remedy available to City, and (2) the performance or nonperformance of any other obligations of Successor Agency. ARTICLE 7 MISCELLANEOUS 7.1 Conflict of Interest; Interest of Employees, Agents, Consultants, Officers and Officials of City or Successor Agency. Except for approved eligible administrative or personnel costs, no employee, agent or consultant who is in a position to participate in a decision - making process or gain inside information with regard to such activities assisted under this Agreement, may Page 4 of 6 P20 obtain a personal or financial interest in or benefit from the activities assisted under this Agreement, or have an interest, direct or indirect, in any contract, subcontract or agreement with respect thereto, or in the proceeds there under either for him/herself or for those with whom s /he has family or business ties, during his/her tenure and for one year thereafter. 7.2 Notices. Any notice, request or consent required pursuant to this Agreement shall be deemed given when delivered personally or three (3) business days after being deposited in the U.S. mail, addressed as follows: If to Successor Agency: Successor Agency to the Redevelopment Agency of South San Francisco P. O. Box 711 South San Francisco, CA 94083 Attention: Assistant City Manager With copy to Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco If to City: City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attention. City Manager or to such other addresses as the Parties may designate by notice as set forth above. 7.3 Successors and Assi rg_ls. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of City and Successor Agency, respectively. 7.4 Attorneys' Fees. If any action is instituted by either Party to enforce this Agreement or to collect any sums due hereunder or pursuant to this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that action. 7.5 Severability. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect. 7.6 Amendments/Entire Agreement. City and Successor Agency reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, modification, alternation or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both parties. This Agreement constitutes the entire agreement of the Parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 7.7 Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 7.8 Governing Law. The laws of the State of California govern this Agreement. 7.9 City's Rights and Consent. No forbearance, failure or delay by City in exercising any right, power, or remedy, nor any single or partial exercise of City or any right or remedy Page 5 of 6 hereunder shall preclude the further exercise of such right, power or remedy. The consent of City to any act or omission by Successor Agency may not be construed as City consent to any other or subsequent act or omission or as a waiver of the requirement to obtain City consent in any other instance. All of City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by the City. 7.10 Duration/Survival. This Agreement continues in full force and effect until the Loan is repaid in full. 7.11 Heading. The headings within this Agreement are for the purpose of reference only and do not limit or otherwise affect any of the terms of this Agreement. 7.12 Counterparts, Facsimile Copies. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. This Agreement is effective upon transmission by either Party to the other Party of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the Successor Agency and the City Council. In case of any conflict, the counterpart maintained by the City Council will be deemed to be determinative. IN WITNESS WHEREOF, City and the Successor Agency have executed this Agreement as of the date first above written. City of South San Francisco Attest: Barry M. Nagel, City Manager Krista J. Martinelli, City Clerk Approved as to Form: Steven T. Mattas, City Attorney 2012514.1 Successor Agency to the Redevelopment Agency of the City of South San Francisco Page 6 of 6 Marty Van Duyn, Assistant City Manager Krista J. Martinelli, Secretary Steven T. Mattas, Agency Counsel P21 P22 RESOLUTION NO. RESOLUTION OF THE CITY OF SOUTH SAN FRANCISCO APPROVING A LOAN AGREEMENT IN THE AMOUNT OF $17,906.76 WITH THE CITY OF SOUTH SAN FRANCISCO TO ALLOW THE SUCCESSOR AGENCY TO MAKE PAYMENTS FOR SEVERAL HOUSING RECOGNIZED OBLIGATION PAYMENT EXPENSES INCURRED BUT NOT INVOICED UNTIL AFTER NNE 30, 2012 WHEREAS, pursuant to Health and Safety Code Section 34177(1), before each six -month fiscal period, the Successor Agency to a dissolved Redevelopment Agency is required to adopt a draft Recognized Obligation Payment Schedule ( "ROPS ") that lists all of the obligations that are "enforceable obligations" within the meaning of Health and Safety Code Section 34177; and WHEREAS, each ROPS must be approved by the Oversight Board for the Successor Agency and by the State Department of Finance in order for payment of listed obligations to be made; and WHEREAS, the timing of payment of various items identified and approved as enforceable obligations on ROPS I did not coincide with the payment dates listed on those ROPS; and WHEREAS, timely payment of enforceable obligations of the Successor Agency was deemed essential and could not await approval of a ROPS submitted for the next six -month fiscal period; and WHEREAS, the Successor Agency had no other source of funding to make these payments for enforceable obligations on its own; and WHEREAS, the City therefore advanced, or is willing to advance, funds for the payment of said enforceable obligations; and WHEREAS, Health and Safety Code Section 34173(h) authorizes loans between the City and the Successor Agency for the purpose of funding enforceable obligations for which there are insufficient funds in the Real Property Tax Trust Fund; and WHEREAS, Health and Safety Code Section 34173(h) further provides that a new enforceable obligation shall be created for the repayment of each such loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the Oversight Board for the Successor Agency and submitted to the State Department of Finance for its review and approval; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) the Oversight Board may approve a request by the Successor Agency to enter into an agreement with the City; and WHEREAS, City and Successor Agency staff have negotiated a loan agreement covering these enforceable obligations for which there are insufficient funds available for timely payment by the Successor Agency; and WHEREAS, funds are available to be loaned by the City for such purpose, and the loan agreements do not violate the City's debt limit under the California Constitution. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The loan agreement, in the form attached hereto, is hereby approved, and the Assistant City Manager is hereby authorized to execute it on behalf of the Successor Agency and to take such other and further action as necessary and appropriate to implement the intent of this Resolution. 3. The loan agreement, along with the supporting calculations and references to prior ROPS are attached to this Resolution and are hereby incorporated herein, is for $17,906.76 to fund accounts payable obligations for former Housing Redevelopment enforceable obligations incurred but not invoiced as of June 30, 2012. 4. The Successor Agency is directed to include this loan agreement, with such supporting documentation and other information as it deems necessary and appropriate, on the next ROPs to be submitted to the Oversight Board and the State Department of Finance, unless, in the interim, the Housing Accounts Payable obligations are approved by the State Department of Finance prior to the next ROPS submission deadline. PASSED AND ADOPTED this 12th day of December, 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: City Clerk Mayor 2012709.1 2 P23 O CL CL 0 C E ce At to O J N O r m c m IL P24 U) c4n0 v¢i0 IL O O O 0 ..w w w� %E .2 .Jv v v 2 �2 d a� a� C co N L Vi N N Cl) N LO .NO a 3m m 0 0 cn� 10 (n 'o a m Oo a ca (q a m (1) a m m ¢ ¢ n CL 2.2 a O °m a Oom v O�.o . . .p Oc C O • 0 ai'o m w C x -O C m v ale cm Cl) m O ti 13 m m C-0 � m p m Im L 3 a a�j }. 06 c W M v a) ca a CD ao v �' O 1, C-4 N� m•�-� m m C'G 3 m m a1 C m 7 m� .i"L❑ L 00 �+JO L O❑ _�❑ L O❑ O i r. 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A O_ p T U U CD ° Z ° U ° U _ o S 0 E c z o ° ° m Z c or- d O J C G C Qy (P E o cm N rn LO c� i0 ss}} fD h to W [O J N O N m W a P25 P26 LOAN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO This Loan Agreement (Agreement) is entered into as of , 2012 ("Effective Date "), by and between the City of South San Francisco, a municipal corporation ( "City ") and the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity ( "Successor Agency "). City and the Successor Agency are hereinafter collectively referred to as the "Parties" WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Redevelopment Agency ") was established under the provisions of the Community Redevelopment Law (California Health and Safety Code § 33000 et seq.) ( "CRL "); and WHEREAS, effective June 30, 2011, the Governor signed into law ABx1 26 which automatically suspended redevelopment activities, and on December 29, 2011, the California State Supreme Court upheld the provisions of ABx1 26, thereby dissolving all redevelopment agencies on February 1, 2012; and WHEREAS, ABx1 26 was modified by AB 1484, effective as of July 27, 2012, which together with ABx1 26 is referred to herein as the "Dissolution Law "; and WHEREAS, as a result of the dissolution of the former Redevelopment Agency, the Successor Agency is now administering the daily operations of the former Redevelopment Agency; and WHEREAS, Health and Safety Code § 34171(d)(1)(E) provides that any legally binding and enforceable contract that is not otherwise void as violating the debt limit or public policy constitutes an enforceable obligation authorized for payment from the Real Property Tax Trust Fund ( "RPTTF ") established pursuant to the Dissolution Law; and WHEREAS, enforceable obligations must be listed on a Recognized Obligation Payment Schedule CROPS ") and approved for payment by a successor agency's oversight board and the California Department of Finance ( "DOF ") in order for funds to be received therefore; and WHEREAS, three contractual obligations to nonprofit organizations (C.I.D. Housing Access, Neighborhood Services Center and Sitike Counseling Center) for the provision of housing services, in the total amount of Seventeen Thousand Nine Hundred Six Dollars and Seventy Six Cents ($17,906.76) ( "Housing Accounts Payable ") were listed on the ROPS for the period January -June 2011 ( "ROPS I, lines 38,39, and 47 "), but the Successor Agency was not timely invoiced therefore; and WHEREAS, accordingly, the City advanced funds for the payment of the Housing Accounts Payable upon the Successor Agency's receipt of invoices therefore; and WHEREAS, at present there are insufficient funds in the RPTTF to permit repayment of the Housing Accounts Payable by the Successor Agency; and P27 WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the successor agency to the city's redevelopment agency for the purpose of funding enforceable obligations for which there are insufficient funds in the RPTTF; and WHEREAS, Health and Safety Code § 34173(h) further provides that a new enforceable obligation shall be created for the repayment of such a loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the oversight board for the successor agency and submitted to the DOF for its review and approval; and WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight board may approve a request by a successor agency to enter into an agreement with a city; and WHEREAS, the City and Successor Agency wish to enter into a loan agreement in the principal amount of Seventeen Thousand Nine Hundred Six Dollars and Seventy Six Cents ($17,906.76) for the purpose of enabling the Successor Agency to pay the Housing Accounts Payable; and WHEREAS, on December 10 and December 12, 2012, the Successor Agency and the City each respectively approved the Loan and authorized the execution of this Agreement, pursuant to Resolution No. and Resolution No. , respectively; and WHEREAS, on January____, 2013, the Oversight Board for the Successor Agency approved the Successor Agency's request to enter into this Agreement, pursuant to Resolution No. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: ARTICLE 1 LOAN TERMS 1.1 Loan. (a) Loan Amount. City agrees to lend to Successor Agency, and Successor Agency agrees to borrow from and repay to City, a Loan in the principal amount of not to exceed Seventeen Thousand Nine Hundred Six Dollars and Seventy Six Cents ($17,906.76). (b) Maturi Date. The total outstanding Loan principal is due and payable by August 1, 2013. 1.2 Prepayment. Successor Agency may prepay the Loan, in whole or in part, at any time, without penalty or other charge. 1.3 Pagn ent. The outstanding principal of the Loan is due and payable on the Maturity Date. 1.4 Security for the Loan. As security for the repayment of the Loan, the Successor Agency hereby pledges certain Unrestricted Revenues (defined below) ( "Pledged Revenues ") that are received, accrued or held by the Successor Agency and are provided within or attributable to fiscal year 2012 -13, and the principal of the Loan constitutes a first lien and charge on the Pledged Revenues, and is payable from the first moneys received by the Successor Agency from the Pledged Revenues. Page 2 of 6 Pea The term "Unrestricted Revenues" means property taxes assessed and levied by San Mateo County on behalf of the Successor Agency allocated to the Successor Agency in accordance with the Dissolution Law, together with any other income, revenue, cash receipts and any other moneys of the Successor Agency lawfully available for repayment of the Loan. ARTICLE 2 DISBURSEMENT AND ACCOUNTING; USE OF FUNDS 2.1 Disbursement. Loan proceeds may be disbursed to the Successor Agency in accordance with this Agreement upon approval of drawdown requests executed by the City Finance Director. 2.2 Use of Loan Proceeds. Successor Agency may use proceeds of the Loan exclusively for meeting the Housing Accounts Payable obligation as described herein. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Authority. Successor Agency warrants that it has authority, and has completed (or will complete, as applicable) all proceedings and obtain all approvals necessary to execute, deliver, and perform under this Agreement and the transactions contemplated thereby. 3.2 Valid and Binding Obligations. Successor Agency warrants that, when duly executed by the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of Successor Agency enforceable in accordance with their respective terms. Successor Agency hereby waives any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any provisions or conditions contained in this Agreement. 3.3 No Adverse Action. Successor Agency warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Successor Agency with respect to this Agreement. ARTICLE 4 SUCCESSOR AGENCY COVENANTS 4.1 Notification. Until the Loan is repaid in full, Successor Agency covenants that it will promptly notify City in writing of the occurrence of any event that might materially and adversely affect its ability to perform its obligations under this Agreement, or that constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. 4.2 Legal Compliance. Successor Agency covenants that this Agreement does not violate the Constitutional debt limitation for municipal governments set forth in Article XV1, Section 18 of the California Constitution. ARTICLE 5 INDEMNITY REQUIREMENTS 5.1 IndepInily. Successor Agency and City shall each defend, hold harmless and indemnify the other, its officers, employees and agents from and against all claims, liability, cost, expenses, loss or damages of any nature whatsoever, including reasonable attorneys' fees, arising out of or in any way connected with its failure to perform its covenants and obligations under this Agreement and any of its operations or activities related thereto, excluding the willful Page 3 of 6 P29 misconduct or the gross negligence of the person or entity seeking to be defended, indemnified, or held harmless. ARTICLE 6 DEFAULT AND REMEDIES 6.1 Events of Default. Each of the following events will constitute an event of default ( "Event of Default ") under this Agreement: (a) Nonpayment. Successor Agency's failure to repay the Loan pursuant to Article 1 hereof. (b) Failure to Perform. Successor Agency's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in this Agreement, after any applicable cure periods. 6.2 Declaring Default. Whenever any Event of Default has occurred, other than a failure to pay any sums due, City shall give written notice of default to Successor Agency. If the default is not cured within thirty (30) calendar days after the Date of Default (defined herein), or any extension approved in writing by City, City may enforce its rights and remedies under Section 6_3 below. Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 7.2 of this Agreement ( "Date of Default"). In the event of a default in the payment of any installment payment when due, Successor Agency shall have ten (10) calendar days from the payment due date to cure such default, whether or not City gives written notice. 6.3 Remedies. Upon the occurrence of any Event of Default, City, in addition to any other remedies provided herein or by law, shall have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: (a) declare that outstanding balance of the Loan and all other sums owing to City under this Agreement immediately due and payable, and (b) take whatever other action at law or in equity which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. 6.4 Default Interest. Commencing on the Date of Default and continuing through the date that all indebtedness and other amounts payable under this Agreement are paid in full, interest on the Loan will accrue on the outstanding balance, at the rate equal to LAIF plus one percent (1 %). 6.5 Disclaimer. If City elects to employ any of the remedies available to it in connection with any Event of Default, City will not be liable for: (1) the payment of any expenses incurred in connection with the exercise of any remedy available to City, and (2) the performance or nonperformance of any other obligations of Successor Agency. ARTICLE 7 MISCELLANEOUS 7.1 Conflict of Interest, of Em to ees A ents Consultants Officers and Off al of City or Successor Age ncy. Except for approved eligible administrative or personnel costs, no employee, agent or consultant who is in a position to participate in a decision - making process or gain inside information with regard to such activities assisted under this Agreement, may Page 4 of 6 P30 obtain a personal or financial interest in or benefit from the activities assisted under this Agreement, or have an interest, direct or indirect, in any contract, subcontract or agreement with respect thereto, or in the proceeds there under either for him/herself or for those with whom s/he has family or business ties, during his/her tenure and for one year thereafter. 7.2 Notices. Any notice, request or consent required pursuant to this Agreement shall be deemed given when delivered personally or three (3) business days after being deposited in the U.S. mail, addressed as follows: If to Successor Agency: If to City: Successor Agency to the Redevelopment City of South San Francisco Agency of South San Francisco P.O. Box 711 P. O. Box 711 South San Francisco, CA 94083 South San Francisco, CA 94083 Attention: City Manager Attention: Assistant City Manager With copy to Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco or to such other addresses as the Parties may designate by notice as set forth above. 7.3 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of City and Successor Agency, respectively. 7.4 Attorneys' Fees. If any action is instituted by either Parry to enforce this Agreement or to collect any sums due hereunder or pursuant to this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that action. 7.5 Severabilitv. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect. 7.6 Amendments/Entire Agreement. City and Successor Agency reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, modification, alternation or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both parties. This Agreement constitutes the entire agreement of the Parties and no oral understandings or agreement not incorporated herein shall be binding on either Parry. 7.7 Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 7.8 Governing Law. The laws of the State of California govern this Agreement. 7.9 City's Riahts and Consent. No forbearance, failure or delay by City in exercising any right, power, or remedy, nor any single or partial exercise of City or any right or remedy Page 5 of 6 hereunder shall preclude the further exercise of such right, power or remedy. The consent of City to any act or omission by Successor Agency may not be construed as City consent to any other or subsequent act or omission or as a waiver of the requirement to obtain City consent in any other instance. All of City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by the City. 7.10 Duration/Survival. This Agreement continues in full force and effect until the Loan is repaid in full. 7.11 Headings. The headings within this Agreement are for the purpose of reference only and do not limit or otherwise affect any of the terms of this Agreement. 7.12 Counterparts, Facsimile Copies. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. This Agreement is effective upon transmission by either Parry to the other Party of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the Successor Agency and the City Council. In case of any conflict, the counterpart maintained by the City Council will be deemed to be determinative. IN WITNESS WHEREOF, City and the Successor Agency have executed this Agreement as of the date first above written. City of South San Francisco Successor Agency to the Redevelopment Agency of the City of South San Francisco Attest: Barry M. Nagel, City Manager Krista J. Martinelli, City Clerk Approved as to Form: Steven T. Mattas, City Attorney 2012575.1 Page 6 of 6 Marty Van Duyn, Assistant City Manager Krista J. Martinelli, Secretary Steven T. Mattas, Agency Counsel P31 P32 RESOLUTION NO. RESOLUTION OF THE CITY OF SOUTH SAN FRANCISCO APPROVING A LOAN AGREEMENT IN THE AMOUNT OF $27,937.50 WITH THE CITY OF SOUTH SAN FRANCISCO TO ALLOW THE SUCCESSOR AGENCY TO MAKE A RECOGNIZED OBLIGATION PAYMENT FOR DEBT SERVICE FOR BONDS ISSUED BY THE FORMER REDEVELOPMENT AGENCY WHEREAS, pursuant to Health and Safety Code Section 341770), before each six -month fiscal period, the Successor Agency to a dissolved Redevelopment Agency is required to adopt a draft Recognized Obligation Payment Schedule ( "ROPS ") that lists all of the obligations that are "enforceable obligations" within the meaning of Health and Safety Code Section 34177; and WHEREAS, each ROPS must be approved by the Oversight Board for the Successor Agency and by the State Department of Finance in order for payment of listed obligations to be made; and WHEREAS, the timing of payment of various items identified and approved as enforceable obligations on ROPS I and II did not always coincide with the payment dates listed on those ROPS, or, in some cases, the amounts required for payment exceeded the amounts listed on those ROPS; and WHEREAS, therefore several enforceable obligations of the Successor Agency could not be paid in full and/or when due; and WHEREAS, timely payment of bond debt service and other enforceable obligations of the Successor Agency was deemed essential and could not await approval of a ROPS submitted for the next six -month fiscal period; and WHEREAS, the Successor Agency had no other source of funding to make these payments for enforceable obligations on its own; and WHEREAS, the City therefore advanced, or is willing to advance, funds for the payment of said enforceable obligations; and WHEREAS, Health and Safety Code Section 34173(h) authorizes loans between the City and the Successor Agency for the purpose of funding enforceable obligations for which there are insufficient funds in the Real Property Tax Trust Fund; and WHEREAS, Health and Safety Code Section 34173(h) further provides that a new enforceable obligation shall be created for the repayment of each such loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the Oversight Board for the Successor Agency and submitted to the State Department of Finance for its review and approval; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) the Oversight Board may approve a request by the Successor Agency to enter into an agreement with the City; and WHEREAS, City and Successor Agency staff have negotiated five loan agreements covering those enforceable obligations for which there are insufficient funds available for timely payment by the Successor Agency; and WHEREAS, funds are available to be loaned by the City for such purpose, and the loan agreements do not violate the City's debt limit under the California Constitution. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The loan agreement, in the form attached hereto, is hereby approved, and the Assistant City Manager is hereby authorized to execute them on behalf of the Successor Agency and to take such other and further action as necessary and appropriate to implement the intent of this Resolution. 3. The loan agreement, along with the supporting calculations and references to prior ROPS are attached to this Resolution and are hereby incorporated herein, is for $27,937.50 to fund a bond debt service payment for the 2006 Redevelopment Bonds sold by the former Redevelopment Agency that was due on September 1, 2012. 4. The Successor Agency is directed to include this loan agreement, with such supporting documentation and other information as it deems necessary and appropriate, on the next ROPs to be submitted to the Oversight Board and the State Department of Finance. PASSED AND ADOPTED this 12th day of December, 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: City Clerk 2012709.1 Mayor N P33 r- 0 CL a V7 C m d e 4T a P34 ¢¢a v�0 Qava cn0 e 12 2 �a �' a 30 O g! U) O �'a O aNO ,-ro «S wS ..v v aJD a 0 'off rA to � � M= U) 2M EN N N N .�+ N CL 0 0 a �0 a �O a O a m a a m am a0, m tu < LL O a 0 .m°. 4 O cc $ � O O L p ii m a� m as o.. o.. o.. N a �.1 � m *O 2 10 � X13 � c (1) c m '� 0 'r N a ro z CO v cc O ro O nN CL 0 4) aci ��0 -0 a °�0 0 m iE m m N 0 p m m rmn O d � L $ ❑ :2 0 C, Z o ❑ � � O � � � ° � w0 C O Q. 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O r go N �_ Hi QI m fA 6H f!i W to U m a — GY CU C C U 8 0. m [tl D7 •o to C o C N c m a G N 1. = C m c E U 2 m I va '0 ca 'a m i 2 .2 a C CL 19 m +�+ co w 19 U) U U U E N L CD O O O a p�p U m N W 8 L p� �oo pC �q O C O > J �i t: C N o cl E Mm a ,n O p 2 CS U E O cm C O n, w In O U O U E z 0 0 0 rA 0 N m y c O p Z C O � tlf = to d o E E o O CL a v ¢ ¢ 0- a` to C r+ N to to m co v t0 n w co 0 J N O N 81 m a P35 P36 LOAN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO This Loan Agreement (Agreement) is entered into as of , 2012 ( "Effective Date "), by and between the City of South San Francisco, a municipal corporation ( "City ") and the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity ( "Successor Agency "). City and the Successor Agency are hereinafter collectively referred to as the "Parties IA 41aIF11C. WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Redevelopment Agency ") was established under the provisions of the Community Redevelopment Law (California Health and Safety Code § 33000 et seq.) ( "CRL "); and WHEREAS, effective June 30, 2011, the Governor signed into law ABxI 26 which automatically suspended redevelopment activities, and on December 29, 2011, the California State Supreme Court upheld the provisions of ABx 126, thereby dissolving all redevelopment agencies on February 1, 2012; and WHEREAS, ABx1 26 was modified by AB 1484, effective as of July 27, 2012, which together with ABxl 26 is referred to herein as the "Dissolution Law"; and WHEREAS, as a result of the dissolution of the former Redevelopment Agency, the Successor Agency is now administering the daily operations of the former Redevelopment Agency; and WHEREAS, Health and Safety Code § 34171(d)(1)(A) provides that bonds issued by a former redevelopment agency, including but not limited to the required debt service therefore, constitute an enforceable obligation authorized for payment from the Real Property Tax Trust Fund ( "RPTTF ") established pursuant to the Dissolution Law; and WHEREAS, enforceable obligations must be listed on a Recognized Obligation Payment Schedule CROPS ") and approved for payment by a successor agency's oversight board and the California Department of Finance ( "DOF ") in order for funds to be received therefore; and WHEREAS, the Redevelopment Agency issued 2006 RDA Bonds, for which debt service payments due on August 31, 2012 were underestimated on the ROPS for the period July - December 2012 CROPS II, line 4 ") in the amount of Twenty Seven Thousand Nine Hundred Thirty Seven Dollars and Fifty Cents ($27,937.50); and WHEREAS, the City advanced said amount in order that the Successor Agency could meet its legally- required debt service payments on August 31,; and WHEREAS, at present there are insufficient funds in the RPTTF to permit repayment of the Housing Bond Debt Service by the Successor Agency; and WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the successor agency to the city's redevelopment agency for the purpose of funding enforceable obligations for which there are insufficient funds in the RPTTF; and P37 WHEREAS, Health and Safety Code § 34173(h) further provides that a new enforceable obligation shall be created for the repayment of such a loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the oversight board for the successor agency and submitted to the DOF for its review and approval; and WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight board may approve a request by a successor agency to enter into an agreement with a city; and WHEREAS, the City and Successor Agency wish to enter into a loan agreement in the principal amount of Twenty Seven Thousand Nine Hundred Thirty Seven Dollars and Fifty Cents ($27,937.50), for the purpose of enabling the Successor Agency to pay the 2006 RDA Bonds debt service; and WHEREAS, on December 10 and December 12, 2012, the Successor Agency and the City each respectively approved the Loan and authorized the execution of this Agreement, pursuant to Resolution No. and Resolution No. , respectively; and WHEREAS, on January___, 2013, the Oversight Board for the Successor Agency approved the Successor Agency's request to enter into this Agreement, pursuant to Resolution No. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: ARTICLE 1 LOAN TERMS 1.1 Loan. (a) Loan Amount. City agrees to lend to Successor Agency, and Successor Agency agrees to borrow from and repay to City, a Loan in the principal amount of not to exceed Twenty Seven Thousand Nine Hundred Thirty Seven Dollars and Fifty Cents ($27,937.50). (b) Maturity Date. The total outstanding Loan principal is due and payable by August 1, 2013. 1.2 Prepayment. Successor Agency may prepay the Loan, in whole or in part, at any time, without penalty or other charge. 1.3 P_ Wnent. The outstanding principal of the Loan is due and payable on the Maturity Date. 1.4 Security for the Loan. As security for the repayment of the Loan, the Successor Agency hereby pledges certain Unrestricted Revenues (defined below) ( "Pledged Revenues ") that are received, accrued or held by the Successor Agency and are provided within or attributable to fiscal year 2012 -13, and the principal of the Loan constitutes a first lien and charge on the Pledged Revenues, and is payable from the first moneys received by the Successor Agency from the Pledged Revenues. The term "Unrestricted Revenues" means property taxes assessed and levied by San Mateo County on behalf of the Successor Agency allocated to the Successor Agency in accordance with Page 2 of 6 P38 the Dissolution Law, together with any other income, revenue, cash receipts and any other moneys of the Successor Agency lawfully available for repayment of the Loan. ARTICLE 2 DISBURSEMENT AND ACCOUNTING; USE OF FUNDS 2.1 Disbursement. Loan proceeds may be disbursed to the Successor Agency in accordance with this Agreement upon approval of drawdown requests executed by the City Finance Director. 2.2 Use of Loan Proceeds. Successor Agency may use proceeds of the Loan exclusively for meeting the 2006 RDA Bonds debt service obligation as described herein. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Authority. Successor Agency warrants that it has authority, and has completed (or will complete, as applicable) all proceedings and obtain all approvals necessary to execute, deliver, and perform under this Agreement and the transactions contemplated thereby. 3.2 Valid and Binding Obligations. Successor Agency warrants that, when duly executed by the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of Successor Agency enforceable in accordance with their respective terms. Successor Agency hereby waives any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any provisions or conditions contained in this Agreement. 3.3 No Adverse Action. Successor Agency warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Successor Agency with respect to this Agreement. ARTICLE 4 SUCCESSOR AGENCY COVENANTS 4.1 Notification. Until the Loan is repaid in full, Successor Agency covenants that it will promptly notify City in writing of the occurrence of any event that might materially and adversely affect its ability to perform its obligations under this Agreement, or that constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. 4.2 Legal Compliance. Successor Agency covenants that this Agreement does not violate the Constitutional debt limitation for municipal governments set forth in Article XVI, Section 18 of the California Constitution. ARTICLE 5 INDEMNITY REQUIREMENTS 5.1 Indemnity. Successor Agency and City shall each defend, hold harmless and indemnify the other, its officers, employees and agents from and against all claims, liability, cost, expenses, loss or damages of any nature whatsoever, including reasonable attorneys' fees, arising out of or in any way connected with its failure to perform its covenants and obligations under this Agreement and any of its operations or activities related thereto, excluding the willful misconduct or the gross negligence of the person or entity seeking to be defended, indemnified, or held harmless. Page 3 of 6 P39 ARTICLE 6 DEFAULT AND REMEDIES 6.1 Events of Default. Each of the following events will constitute an event of default ("Event of Default ") under this Agreement: (a) Nonpayment. Successor Agency's failure to repay the Loan pursuant to Article 1 hereof. (b) Failure to Perform. Successor Agency's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in this Agreement, after any applicable cure periods. 6.2 Declaring Default. Whenever any Event of Default has occurred., other than a failure to pay any sums due, City shall give written notice of default to Successor Agency. If the default is not cured within thirty (30) calendar days after the Date of Default (defined herein), or any extension approved in writing by City, City may enforce its rights and remedies under Section 6_3 below. Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 7.2 of this Agreement ( "Date of Default "). In the event of a default in the payment of any installment payment when due, Successor Agency shall have ten (10) calendar days from the payment due date to cure such default, whether or not City gives written notice. 6.3 Remedies. Upon the occurrence of any Event of Default, City, in addition to any other remedies provided herein or by law, shall have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: (a) declare that outstanding balance of the Loan and all other sums owing to City under this Agreement immediately due and payable, and (b) take whatever other action at law or in equity which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. 6.4 Default Interest. Commencing on the Date of Default and continuing through the date that all indebtedness and other amounts payable under this Agreement are paid in full, interest on the Loan will accrue on the outstanding balance, at the rate equal to LAIF plus one percent (1 %). 6.5 Disclaimer. If City elects to employ any of the remedies available to it in connection with any Event of Default, City will not be liable for: (1) the payment of any expenses incurred in connection with the exercise of any remedy available to City, and (2) the performance or nonperformance of any other obligations of Successor Agency. ARTICLE 7 MISCELLANEOUS 7.1 Conflict of Interest; Interest of Employees, Agents, Consultants, Officers and Officials of Cfty or Successor Agency. Except for approved eligible administrative or personnel costs, no employee, agent or consultant who is in a position to participate in a decision - making process or gain inside information with regard to such activities assisted under this Agreement, may obtain a personal or financial interest in or benefit from the activities assisted under this Agreement, or have an interest, direct or indirect, in any contract, subcontract or agreement with Page 4 of 6 P44 respect thereto, or in the proceeds there under either for him/herself or for those with whom s/he has family or business ties, during his/her tenure and for one year thereafter. 7.2 Notices. Any notice, request or consent required pursuant to this Agreement shall be deemed given when delivered personally or three (3) business days after being deposited in the U.S. mail, addressed as follows: If to Successor Agency: Successor Agency to the Redevelopment Agency of South San Francisco P. O. Box 711 South San Francisco, CA 94083 Attention: Assistant City Manager With copy to Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco If to City: City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attention: City Manager or to such other addresses as the Parties may designate by notice as set forth above. 7.3 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of City and Successor Agency, respectively. 7.4 Attorney sy ' Fees. If any action is instituted by either Party to enforce this Agreement or to collect any sums due hereunder or pursuant to this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that action. 7.5 Severabilitv. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect. 7.6 Amendments/Entire Agreement. City and Successor Agency reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, modification, alternation or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both parties. This Agreement constitutes the entire agreement of the Parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 7.7 Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 7.8 Governing Law. The laws of the State of California govern this Agreement. 7.9 Ci 's Rights and Consent. No forbearance, failure or delay by City in exercising any right, power, or remedy, nor any single or partial exercise of City or any right or remedy hereunder shall preclude the further exercise of such right, power or remedy. The consent of City to any act or omission by Successor Agency may not be construed as City consent to any Page 5 of 6 other or subsequent act or omission or as a waiver of the requirement to obtain City consent in any other instance. All of City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by the City. 7.10 Duration/Survival. This Agreement continues in full force and effect until the Loan is repaid in full. 7.11 Headings. The headings within this Agreement are for the purpose of reference only and do not limit or otherwise affect any of the terms of this Agreement. 7.12 Counterparts, Facsimile Copies. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. This Agreement is effective upon transmission by either Party to the other Parry of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the Successor Agency and the City Council. In case of any conflict, the counterpart maintained by the City Council will be deemed to be determinative. IN WITNESS WHEREOF, City and the Successor Agency have executed this Agreement as of the date first above written. City of South San Francisco Successor Agency to the Redevelopment Agency of the City of South San Francisco By: By: Barry M. Nagel, City Manager Marty Van Duyn, Assistant City Manager Attest: Krista J. Martinelli, City Clerk Approved as to Form: Steven T. Mattas, City Attorney 2012538.1 Page 6 of 6 Krista J. Martinelli, Secretary Steven T. Mattas, Agency Counsel P41 P42 RESOLUTION NO. RESOLUTION OF THE CITY OF SOUTH SAN FRANCISCO APPROVING A LOAN AGREEMENT IN THE AMOUNT OF $74,160.71 WITH THE CITY OF SOUTH SAN FRANCISCO TO ALLOW THE SUCCESSOR AGENCY TO MAKE PAYMENTS FOR SEVERAL NON - HOUSING RECOGNIZED OBLIGATION PAYMENT EXPENSES INCURRED BUT NOT INVOICED UNTIL AFTER JUNE 30, 2012 WHEREAS, pursuant to Health and Safety Code Section 34177(1), before each six -month fiscal period, the Successor Agency to a dissolved Redevelopment Agency is required to adopt a draft Recognized Obligation Payment Schedule ( "ROPS ") that lists all of the obligations that are "enforceable obligations" within the meaning of Health and Safety Code Section 34177; and WHEREAS, each ROPS must be approved by the Oversight Board for the Successor Agency and by the State Department of Finance in order for payment of listed obligations to be made; and WHEREAS, the timing of payment of various items identified and approved as enforceable obligations on ROPS I did not coincide with the payment dates listed on those ROPS; and WHEREAS, timely payment of enforceable obligations of the Successor Agency was deemed essential and could not await approval of a ROPS submitted for the next six -month fiscal period; and WHEREAS, the Successor Agency had no other source of funding to make these payments for enforceable obligations on its own; and WHEREAS, the City therefore advanced, or is willing to advance, funds for the payment of said enforceable obligations; and WHEREAS, Health and Safety Code Section 34173(h) authorizes loans between the City and the Successor Agency for the purpose of funding enforceable obligations for which there are insufficient funds in the Real Property Tax Trust Fund; and WHEREAS, Health and Safety Code Section 34173(h) further provides that a new enforceable obligation shall be created for the repayment of each such loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the Oversight Board for the Successor Agency and submitted to the State Department of Finance for its review and approval; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) the Oversight Board may approve a request by the Successor Agency to enter into an agreement with the City; and WHEREAS, City and Successor Agency staff have negotiated a loan agreement covering these enforceable obligations for which there are insufficient funds available for timely payment by the Successor Agency; and WHEREAS, funds are available to be loaned by the City for such purpose, and the loan agreements do not violate the City's debt limit under the California Constitution. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The loan agreement, in the form attached hereto, is hereby approved, and the Assistant City Manager is hereby authorized to execute it on behalf of the Successor Agency and to take such other and further action as necessary and appropriate to implement the intent of this Resolution. 3. The loan agreement, along with the supporting calculations and references to prior ROPE are attached to this Resolution and are hereby incorporated herein, is for $74,160.71 to fund accounts payable obligations for former Redevelopment enforceable obligations incurred but not invoiced as of June 30, 2012. 4. The Successor Agency is directed to include this loan agreement, with such supporting documentation and other information as it deems necessary and appropriate, on the next ROPs to be submitted to the Oversight Board and the State Department of Finance. PASSED AND ADOPTED this 12th day of December, 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: City Clerk Mayor 2012709.1 2 P43 CL CL 7 G E 10 O J m 1m a1 a. 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W CL pSW X= R- � aaU X� X2 �� XO Co 0 y 11 0 C y a O Go O 90 16 c xr-, a c� c = I, a Bchi o Las a D D ❑ Z Z Z 0 Z y Z w Z W 0: Co a e) _ c co � fA R N IQ O O O M N N p E Ih O Go C%l a r Q1 o� N m U 8 Q1 = 0 d tm 0 ° a a C W ca U t� Gy D yp ypH O U 0 = m Lf fA C7 V1 v 'o G C c c C E n w S c m c c ) .r m 0 m Ck Py v m 'D m ti CL m :R W U U ° U N E e2 120 IL g 12 12 o s po U pp N 7 N 7 ti h 3 _� C J Eq d C ° c o O p 2 U U Zo o ° � w U ° U H m E_ p O 8 C o C O �_ D m m z N C [] ❑ co L a Q v ¢ ¢ L n rn v r� co C N w f0 IO [Q J N 0 N d Q a P45 P46 LOAN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO This Loan Agreement (Agreement) is entered into as of , 2012 ( "Effective Date "), by and between the City of South San Francisco, a municipal corporation ( "City ") and the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity ( "Successor Agency "). City and the Successor Agency are hereinafter collectively referred to as the "Parties RECITALS WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Redevelopment Agency ") was established under the provisions of the Community Redevelopment Law (California Health and Safety Code § 33000 et seq.) ( "CRLU ); and WHEREAS, effective June 30, 2011, the Governor signed into law ABx1 26 which automatically suspended redevelopment activities, and on December 29, 2011, the California State Supreme Court upheld the provisions of ABx1 26, thereby dissolving all redevelopment agencies on February 1, 2012; and WHEREAS, ABx1 26 was modified by AB 1484, effective as of July 27, 2012, which together with ABxl 26 is referred to herein as the "Dissolution Law "; and WHEREAS, as a result of the dissolution of the former Redevelopment Agency, the Successor Agency is now administering the daily operations of the former Redevelopment Agency; and WHEREAS, Health and Safety Code § 34171(d)(1)(E) provides that any legally binding and enforceable contract that is not otherwise void as violating the debt limit or public policy constitutes an enforceable obligation authorized for payment from the Real Property Tax Trust Fund ( "RPTTF ") established pursuant to the Dissolution Law; and WHEREAS, Health and Safety Code § 34171(d)(1)(F) provides that contracts or agreements necessary for the administration or operation of a successor agency constitute enforceable obligations authorized for payment from the RPTTF; and WHEREAS, enforceable obligations must be listed on a Recognized Obligation Payment Schedule ( "ROPS ") and approved for payment by a successor agency's oversight board and the California Department of Finance ( "DOF ") in order for funds to be received therefore; and WHEREAS, ten enforceable obligations pursuant to Health and Safety Code §§ 34171(d)(1) (E) and 3417 1 (d)(1)(F) were listed on the ROPS for the period January -June 2012 ( "ROPS 1 ") as line items 19, 20, 23, 26, 27, 59, 63, 64, 67 and 68, in the total amount of Seventy Four Thousand One Hundred Sixty Dollars and Seventy One Cents ($74,160.71) ( "Non- Housing Accounts Payable "), but the work for these projects was not completed in time that the Successor Agency could be timely invoiced therefore; and WHEREAS, accordingly, the City advanced funds for the payment of the Non - Housing Accounts Payable upon the Successor Agency's receipt of invoices therefore; and P47 WHEREAS, at present there are insufficient funds in the RPTTF to permit repayment of the Non- Housing Accounts Payable by the Successor Agency; and WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the successor agency to the city's redevelopment agency for the purpose of funding enforceable obligations for which there are insufficient funds in the RPTTF; and WHEREAS, Health and Safety Code § 34173(h) further provides that a new enforceable obligation shall be created for the repayment of such a loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the oversight board for the successor agency and submitted to the DOF for its review and approval; and WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight board may approve a request by a successor agency to enter into an agreement with a city; and WHEREAS, the City and Successor Agency wish to enter into a loan agreement in the principal amount of Seventy Four Thousand One Hundred Sixty Dollars and Seventy One Cents ($74,160.71) for the purpose of enabling the Successor Agency to pay the Non - Housing Accounts Payable; and WHEREAS, on December 10 and December 12, 2012, the Successor Agency and the City each respectively approved the Loan and authorized the execution of this Agreement, pursuant to Resolution No. and Resolution No. , respectively; and WHEREAS, on January , 2013, the Oversight Board for the Successor Agency approved the Successor Agency's request to enter into this Agreement, pursuant to Resolution No. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: ARTICLE 1 LOAN TERMS 1.1 Loan. (a) Loan Amount. City agrees to lend to Successor Agency, and Successor Agency agrees to borrow from and repay to City, a Loan in the principal amount of not to exceed Seventy Four Thousand One Hundred Sixty Dollars and Seventy One Cents ($74,160.71). (b) Maturity Date. The total outstanding Loan principal is due and payable by August 1, 2013. 1.2 Prepayment. Successor Agency may prepay the Loan, in whole or in part, at any time, without penalty or other charge. 1.3 Payment. The outstanding principal of the Loan is due and payable on the Maturity Date 1.4 Security for the Loan. As security for the repayment of the Loan, the Successor Agency hereby pledges certain Unrestricted Revenues (defined below) ( "Pledged Revenues ") that are received, accrued or held by the Successor Agency and are provided within or attributable to fiscal year 2012 -13, and the principal of the Loan constitutes a first lien and charge on the Page 2 of 6 P48 Pledged Revenues, and is payable from the first moneys received by the Successor Agency from the Pledged Revenues. The term "Unrestricted Revenues" means property taxes assessed and levied by San Mateo County on behalf of the Successor Agency allocated to the Successor Agency in accordance with the Dissolution Law, together with any other income, revenue, cash receipts and any other moneys of the Successor Agency lawfully available for repayment of the Loan. ARTICLE 2 DISBURSEMENT AND ACCOUNTING; USE OF FUNDS 2.1 Disbursement. Loan proceeds may be disbursed to the Successor Agency in accordance with this Agreement upon approval of drawdown requests executed by the City Finance Director. 2.2 Use of Loan Proceeds. Successor Agency may use proceeds of the Loan exclusively for meeting the Non - Housing Accounts Payable obligation as described herein. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Authori1y. Successor Agency warrants that it has authority, and has completed (or will complete, as applicable) all proceedings and obtain all approvals necessary to execute, deliver, and perform under this Agreement and the transactions contemplated thereby. 3.2 Valid and Binding Obligations. Successor Agency warrants that, when duly executed by the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of Successor Agency enforceable in accordance with their respective terms. Successor Agency hereby waives any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any provisions or conditions contained in this Agreement. 3.3 No Adverse Action. Successor Agency warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Successor Agency with respect to this Agreement. ARTICLE 4 SUCCESSOR AGENCY COVENANTS 4.1 Notification. Until the Loan is repaid in full, Successor Agency covenants that it will promptly notify City in writing of the occurrence of any event that might materially and adversely affect its ability to perform its obligations under this Agreement, or that constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. 4.2 Legal Compliance. Successor Agency covenants that this Agreement does not violate the Constitutional debt limitation for municipal governments set forth in Article XVI, Section 18 of the California Constitution. ARTICLE 5 INDEMNITY REQUIREMENTS 5.1 Indemnity. Successor Agency and City shall each defend, hold harmless and indemnify the other, its officers, employees and agents from and against all claims, liability, cost, expenses, loss or damages of any nature whatsoever, including reasonable attorneys' fees, arising out of or in any way connected with its failure to perform its covenants and obligations under this Page 3 of 6 P49 Agreement and any of its operations or activities related thereto, excluding the willful misconduct or the gross negligence of the person or entity seeking to be defended, indemnified, or held harmless. ARTICLE 6 DEFAULT AND REMEDIES 6.1 Events of Default. Each of the following events will constitute an event of default ( "Event of Default ") under this Agreement: (a) Nonpayment. Successor Agency's failure to repay the Loan pursuant to Article 1 hereof. (b) Failure to Perform. Successor Agency's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in this Agreement, after any applicable cure periods. 6.2 Declaring Default. Whenever any Event of Default has occurred, other than a failure to pay any sums due, City shall give written notice of default to Successor Agency. If the default is not cured within thirty (30) calendar days after the Date of Default (defined herein), or any extension approved in writing by City, City may enforce its rights and remedies under Section 6.3 below. Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 7.2 of this Agreement ( "Date of Default "). In the event of a default in the payment of any installment payment when due, Successor Agency shall have ten (10) calendar days from the payment due date to cure such default, whether or not City gives written notice. 6.3 Remedies. Upon the occurrence of any Event of Default, City, in addition to any other remedies provided herein or by law, shall have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: (a) declare that outstanding balance of the Loan and all other sums owing to City under this Agreement immediately due and payable, and (b) take whatever other action at law or in equity which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. 6.4 Default Interest. Commencing on the Date of Default and continuing through the date that all indebtedness and other amounts payable under this Agreement are paid in full, interest on the Loan will accrue on the outstanding balance, at the rate equal to LAIF plus one percent (1 %). 6.5 Disclaimer. If City elects to employ any of the remedies available to it in connection with any Event of Default, City will not be liable for: (1) the payment of any expenses incurred in connection with the exercise of any remedy available to City, and (2) the performance or nonperformance of any other obligations of Successor Agency. ARTICLE 7 MISCELLANEOUS 7.1 Conflict of Interest, Interest of Employees, Agents, Consultants. Officers and Officials of City or Successor Agency. Except for approved eligible administrative or personnel costs, no employee, agent or consultant who is in a position to participate in a decision - making process Page 4 of 6 P50 or gain inside information with regard to such activities assisted under this Agreement, may obtain a personal or financial interest in or benefit from the activities assisted under this Agreement, or have an interest, direct or indirect, in any contract, subcontract or agreement with respect thereto, or in the proceeds there under either for him/herself or for those with whom s/he has family or business ties, during his/her tenure and for one year thereafter. 7.2 Notices. Any notice, request or consent required pursuant to this Agreement shall be deemed given when delivered personally or three (3) business days after being deposited in the U.S. mail, addressed as follows: If to Successor Agency: If to City: Successor Agency to the Redevelopment City of South San Francisco Agency of South San Francisco P.O. Box 711 P. O. Box 711 South San Francisco, CA 94083 South San Francisco, CA 94083 Attention: City Manager Attention: Assistant City Manager With copy to Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco or to such other addresses as the Parties may designate by notice as set forth above. 7.3 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of the successors and permitted assigns of City and Successor Agency, respectively. 7.4 Attorneys' Fees. If any action is instituted by either Party to enforce this Agreement or to collect any sums due hereunder or pursuant to this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that action. 7.5 Severabilitv. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect. 7.6 Amendments/Entire Agreement. City and Successor Agency reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, modification, alternation or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both parties. This Agreement constitutes the entire agreement of the Parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 7.7 Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 7.8 Governing Law. The laws of the State of California govern this Agreement. Page 5 of 6 7.9 City's Rights and Consent. No forbearance, failure or delay by City in exercising any right, power, or remedy, nor any single or partial exercise of City or any right or remedy hereunder shall preclude the further exercise of such right, power or remedy. The consent of City to any act or omission by Successor Agency may not be construed as City consent to any other or subsequent act or omission or as a waiver of the requirement to obtain City consent in any other instance. All of City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by the City. 7.10. Duration/Survival. This Agreement continues in full force and effect until the Loan is repaid in full. 7.11 Headings. The headings within this Agreement are for the purpose of reference only and do not limit or otherwise affect any of the terms of this Agreement. 7.12 Counterparts, Facsimile Copies. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. This Agreement is effective upon transmission by either Party to the other Party of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the Successor Agency and the City Council. In case of any conflict, the counterpart maintained by the City Council will be deemed to be determinative. IN WITNESS WHEREOF, City and the Successor Agency have executed this Agreement as of the date first above written. City of South San Francisco Attest: Barry M. Nagel, City Manager Krista J. Martinelli, City Clerk Approved as to Form: Steven T. Mattas, City Attorney 2012595.1 Successor Agency to the Redevelopment Agency of the City of South San Francisco Page 6 of 6 Marty Van Duyn, Assistant City Manager Krista J. Martinelli, Secretary Steven T. Mattas, Agency Counsel P51 s 0 Y. y J O Staff Report DATE: December 12, 2012 TO: The Honorable Mayor and City Council FROM: Jim Steele, Director of Finance SUBJECT: RESOLUTION APPROVING THE ANNUAL IMPACT FEE AND SEWER CAPACITY CHARGE REPORT RECOMMENDATION It is recommended that the City Council adopt a resolution approving the Annual Impact Fee and Sewer Capacity Charge Report for Fiscal Year 2011 -12 and making findings as required by the Mitigation Fee Act. BACKGROUND/DISCUS SION State law authorizes the City to collect impact fees and sewer capacity charges from new development to fund public facilities which are needed as a result of the new development. The City currently administers four impact fee programs that fund new development's share of certain capital infrastructure projects, and one sewer capacity charge to fund the use of public facilities in existence and/or new public facilities to be acquired or constructed in the future. The impact fees are charged based upon a pro -rata share of the cost of the new improvements. The sewer capacity charge is a cost recovery charge based on proportional benefit to the person or property being charged, associated with providing collection and treatment capacity, both through the existing infrastructure provided, and through future capital projects. Government Code Section 66000 et seq. require the City to review the status of collected impact fees and sewer capacity charges on an annual basis. The attached report provides information related to the status of the impact fee funds and the sewer capacity charges fund for the fiscal year ending June 30, 2012. Due to the economic downturn, new development is not occurring at the same historical rate which is delaying the funding from these revenue sources. The summary of each fund's ending balances as of June 30, 2012 is as follows: Staff Report Subject: Resolution Approving the Annual Impact Fee and Sewer Capacity Charge Report Page 2 Childcare Impact Fee: $2,158,461 Note: there is an additional $745,214 in a developer in -lieu contribution held in a separate interest bearing subaccount within this fund that is available for childcare facilities to serve the Terrabay area. Oyster Point Interchange Impact Fee: $24,404 Note: the ending balance includes a loan of $12,176,207 from the former Redevelopment Agency which is now the Successor Agency for dollars advanced by the former RDA to complete the interchange before all impact fees had been collected. Traffic Impact Fee: $8,638,421 Sewer Impact Fee: $362,986 Note: the ending fund balance includes a $1,733,089 pre - payment of impact fees by a large business. Pre - payments are treated by accounting rules as liabilities and so these accounting rules do not allow the City to recognize pre - payments as earned revenue until that company's development occurs, and the fees that were pre -paid become due. Sewer Capacity Charges: $485,446 FISCAL IMPACT There is no financial impact related to compliance with annual reporting requirements. CONCLUSION Adopting the report will satisfy the reporting requirements of Government Code Section 66000 et seq. Prepared by: Approved by: Jim fiteele Barry M. Nagel Dir for of Finance City Manager Attachments: Resolution Report KR/JS /BN:ed RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE ANNUAL IMPACT FEE AND SEWER CAPACITY CHARGE REPORT FOR FISCAL YEAR 2011 -12 AND MAKING FINDINGS FOR THE IMPACT FEE PORTION OF THE REPORT AS REQUIRED BY THE MITIGATION FEE ACT WHEREAS, pursuant to the Mitigation Fee Act (Government Code Section 66000, et seq.) certain findings are required to be made regarding unexpended impact fees in connection with consideration of the Impact Fee portion of the Annual Impact Fee and Sewer Capacity Charge Report ( "Report"); and WHEREAS, the Impact Fee portion of the Report for Fiscal Year 2011 -12 identifies impact fee programs for which there are unexpended impact fees for which findings are required; and WHEREAS, the Report for Fiscal Year 2011 -12 also contains a section on Sewer Capacity Charges, which have certain reporting requirements; and WHEREAS, the Report has been available at City Hall for at least fifteen (15) days prior to this Council meeting, and was distributed to all Councilmembers in advance of said meeting. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby approves the Report for Fiscal Year 2011 -12. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby finds the following as required by Government Code Sections 66006(b) and 66013(d) and based upon review of the Impact Fee and the Sewer Capacity Charge portions of the Report for Fiscal Year 2011 -12: That the purposes of the impact fees and the sewer capacity charges have been identified. 2. That there is a continued need for the improvements and that there is a reasonable relationship between the impact fees and the impacts for development for which the fees are collected. 3. The sources and amounts of funding anticipated to complete the financing of improvements have been identified. 4. The approximate dates for funding improvements are included in 2011 -2012 Capital Improvement Program unless the improvements are longer term planned projects. 5. The beginning and ending balance of the funds and the amount of impact fees collected have been identified. 6. That each public improvement on which impact fees were expended and the amount of the expenditure for each improvement, including the percentage of the total cost of the public improvement that was funded with those charges (if more than one source of funding was used) has been identified. 7. That each public improvement on which impact fees were expended that was completed during the fiscal year has been identified. 8. That each public improvement that is anticipated to be undertaken in the following fiscal year has been identified. 9. That describes each interfund transfer or loan made from the capital facilities fund has been identified. 10. That the beginning and ending balance of the sewer capacity charges fund and the amount of capacity revenues collected in that FY 2011 -2012 have been identified. 11. That each public improvement on which sewer capacity charges were expended and the amount of the expenditure for each improvement, including the percentage of the total cost of the public improvement that was funded with those charges (if more than one source of funding was used) have been identified. 12. That each public improvement on which sewer capacity charges were expended that was completed during that fiscal year have been identified. 13. That the sewer capacity charges do not exceed the estimated reasonable costs of providing the service for which the charge is levied; 14. That the sewer capacity charge accounting and report requirements are being met, i.e., revenues are being kept in a separate fund and the City shall provide annual reporting on the use of the funds collected; 15. That the data supporting these findings is set forth in the Report. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the day of 2012 by the following vote: AYES: NOES: ABSTAIN: ABSENT: 1728057.1 ATTEST: City Clerk Annual Impact Fee and Sewer Capacity Charge Report For the City of South San Francisco For Fiscal Year 2011/12 This report contains information on the City of South San Francisco's development impact fees and sewer capacity charges for Fiscal Year 2011/12. This information is presented to comply with the annual reporting requirements contained in Government Code section 66000 et seq. Please note that this annual report is not a budget document, but rather is compiled to meet reporting requirements. It is not intended to represent a full picture of currently planned projects as it only reports revenues and expenditures for Fiscal Year 2011/12. Government Code Section 66006 requires local agencies to submit annual and five -year reports detailing the status of development impact fees. The annual report must be made available to the public within 180 days after the last day of the fiscal year, and must be presented to the public agency (City Council) at least 15 days after it is made available to the public. This report summarizes the following information for each of the development impact fee programs: 1. A brief description of the fee program. 2. Schedule of fees. 3. Beginning and ending balances of the fee program. 4. Amount of fees collected, interest earned, and transfers /loans. 5. An identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees. 6. A description of each interfund loan along with the date the loan will be repaid and the rate of interest. 7. The estimated date when projects will begin if sufficient revenues are available to construct the project. 8. Findings for each impact fee program. Government Code Section 66013, further requires local agencies to submit annual reports detailing the status of sewer capacity charges. The annual report must be made available to the public within 180 days after the last day of each fiscal year. This report summarizes the following information for the sewer capacity charges: 1. A description of the charges deposited in the fund. 2. The beginning and ending balance of the fund and the interest earned from investment of moneys in the fund. 3. The amount of charges collected in that fiscal year. 4. An identification of all of the following: a. Each public improvement on which charges were expended and the amount of the expenditure for each improvement, including the percentage of the total cost of the public improvement that was funded with those charges if more than one source of funding was used. b. Each public improvement on which charges were expended that was completed during that fiscal year. c. Each public improvement that is anticipated to be undertaken in the following fiscal year. More detailed information on certain elements of the various fee programs is available through other documents such as the Nexus Studies, Master Plans, Capital Improvement Programs, and Budgets. The City does not typically earmark impact fees or sewer capacity charges for any specific project as the revenues are collected, but rather the revenues are applied toward a series of capital improvement projects as outlined in the nexus studies, such as a future sewer infrastructure, transportation infrastructure, and other capital facilities. 2 TABLE OF CONTENTS Page Citywide Impact Fee Program Childcare Impact Fee Fund (Fund 830) Overview and Required Findings ....... ..............................4 Financial Reporting ........................... ............................... 5 Plan Area Impact Fee Programs Oyster Point Interchange Impact Fee Fund (Fund 840) Overview and Required Findings ....... ..............................6 Financial Reporting ........................... ............................... 7 Traffic Impact Fee Fund (Fund 820) Overview and Required Findings ...... ............................... 8 Financial Reporting ........................... ............................... 9 Sewer Impact Fee Fund (Fund 810) Overview and Required Findings .... ............................... 10 Financial Reporting ......................... ............................... 11 Other Reportable Citywide Charges Sewer Capacity Charge Fund (Fund 730) Overview and Required Findings .... ............................... 12 Financial Reporting ......................... ............................... 13 FeeSchedules ............................................. ............................... 14 3 Childcare Impact Fee Program The Nexus Study for this citywide impact fee program was adopted by City Council in 2001 and identified the need for new and expanded child care facilities in the City. Updates since 2001 to this fee program have included a periodic inflation adjustment. The fee program includes a 5% administrative fee. The estimated cost of the new and expanded facilities was included in the Nexus Study and totaled $43.9 million in 2001 dollars. The Nexus Study, using 2001 dollars, identified new development's share of the cost at $10.8 million (24.6% of the total new and expanded facilities cost) and with the administration cost, new development's share rose to $11.3 million. Existing development's share of the cost is $33.1 million (75.4% of new facilities) which must be funded with other funding sources such as General Fund, grants, developer contributions, redevelopment funds, Community Development Block Grants, etc. As of June 30, 2012, approximately $2.0 million in fee revenues had been collected along with $600 thousand in interest earnings totaling $2.6 million in revenues collected since 2001 and $400 thousand has been expended on projects and fee program administration. Required Findings 1. The purpose of the Childcare Impact Fee Program is to provide new development's share of funding for new and expanded childcare facilities required at build -out of the City. 2. The reasonable relationship between the childcare impact fee and the purpose for which it is charged is demonstrated in the South San Francisco Child Care Facilities Impact Fee Nexus Study dated September 2001 and adopted November 14, 2001. 3. The sources and amounts of funding anticipated for completion of the future new and expanded childcare facilities are in the South San Francisco Child Care Facilities Impact Fee Nexus Study dated September 2001 and adopted November 14, 2001 (shown in 2001 dollars). The source of funding existing development's share as noted in the Nexus Study is some combination of the General Fund, grants, developer contributions, redevelopment funds, and Community Development Block Grants. 4. Two projects have been completed using the Childcare Impact Fee Program funding. There are two in- progress projects shown in the Five Year CIP FY 2011 -12 and in 12 -13. The approximate date for funding and constructing future facilities will be determined when additional funds for facility construction have accumulated. 0 Childcare Impact Fee (Fund 830) This citywide development impact fee program funds new development's fair share of new and expanded childcare facilities to serve the City. Note there is a developer in -lieu contribution held in a separate interest bearing account within this fund that is available for childcare facilities to serve the residents of the Terrabay project and the City. This developer contribution is included here for informational purposes. City's Beginning Balance, July 1, 2011 Childcare impact fee $2,2191623 Developer in -lieu held in a separate, interest bearing account in this Fund $7329349 Total Beginning Bal. for Child Care Facilities $2,9511971 Childcare Impact Fees collected $55179 Interest earned $33,355 Total Additions $38,534 Disbursements % Fee Funded City Administration $2,500 100% Siebecker Childcare Ctr. Expansion (pf1018) $74,059 100% Siebecker Ctr. Playground Enhancement (pk1205) $23,137 100% Total Disbursements $99,696 Remaining Balance, June 30, 2012 Childcare impact fee for new facilities $2,158,461 Dev, in -lieu held in a separate, interest bearing account in this Fund (for info only) $745,214 Total Remaining Bal. for Child Care Facilities $2,9031675 Planned Projects for Fiscal Year 2012/13 % Fee Funded Siebecker Childcare Ctr. Expansion (pf1018) $6,558 100% Siebecker Ctr. Playground Enhancement (pk1205) $155,363 100% Total Planned Projects in Fiscal Year 2012/13 $161,921 Remaining Balance in Childcare Impact Fee after Planned Projects $1,996,540 5 Oyster Point Interchange Impact Fee Program The City Council adopted this plan area fee program on May 23, 1984 using a February 1983 Feasibility Study prepared by Nolte and Associates in conjunction with Resolution No. 71 -84 which created the "Oyster Point Contribution Formula ". The 1983 Feasibility Study identified the need for the Oyster Point Interchange project which at that time was referred to as the grade separation project. Updates to the fee program since 1984 include: 1) an ongoing monthly inflation adjustment, and 2) a June 26, 1996 fee program change via Resolution No. 102- 96 that included adjustments for a) the inflationary index that reduced the fee approximately 22 %, b) the project description which increased the scope of the project to include the Terrabay hook ramps and the southbound off -ramp flyover, and c) the use of more current trip generation rates, and 3) a October 9, 1996 fee program change via Resolution No. 152 -96 that added additional land uses with their associated trip generation rates. The Feasibility Study, using 1983 dollars, identified new development's share of the grade separation project cost at 64.8% of while existing development's share of the cost (existing deficiency) was identified as 35.24°/x. This original portion of the project, the grade separation was completed and funded in 1995 and is not part of this annual report. The increased scope portion of the project, added in 1996, was identified as being 100% new development's responsibility. Of this additional scope, the flyover, estimated to cost $6.4 million in 1996 dollars in the fee program was completed in 2005, and the hook ramps, estimated to cost $15.0 million in 1996 dollars in the fee program were completed in October 2006. While the construction is completed, additional work is occurring relating to property transfers and gaining final CalTrans project acceptance. Required Findings 1. The purpose of the Oyster Point Interchange Impact Fee Program is to provide new development's share of funding for this project required at build -out of the plan area. 2. The reasonable relationship between this impact fee and the purpose for which it is charged is demonstrated in the multiple traffic /transportation impact analyses and environmental documents including the Oyster Point Business Center Traffic Impact Analysis dated December 1981, the Gateway Project Transportation Impact Analysis dated March 1981, the Terrabay Development Draft EIR dated August 1982, and environmental documents associated with the Shearwater Project. 3. The sources and amounts of funding to complete the flyover and hook ramps portion of the project are: $29.2 million from the Oyster Point Interchange Impact Fee Program, $20.7 million from the San Mateo County Transportation Authority Grants, and $4.2 million in utility company funding. Since the project was completed ahead of the plan area build out, $14.45 million (principle only -prior to adding interest) of the Oyster Point Interchange impact fees were borrowed from RDA at an interest rate that is equivalent to what RDA pays on bonds. 4. The construction portion of the flyover and hook ramps is completed, and funding through the fee program will continue through build out of the plan area as the impact fees pay back the RDA advance. A Oyster Point Interchange Impact Fee (Fund 840) This plan area development impact fee program funds new development's fair share of the Oyster Point Interchange project. City's Beginning Balance, July 1, 2011 Fees collected Interest earned Total Additions Disbursements Pymt. on loan from former RDA/Successor Agency City Administration U.S. 101 Off Ramp /Hook Ramps (st1013) U.S. 101 Flyover to Oyster Pt. (st1014) Total Disbursements Remaining Balance as of June 30, 2012 to build new projects identified in the Nexus Study [1] Planned Projects for Fiscal Year 2012/13 U.S. 101 Off Ramp /Hook Ramps (st1013) U.S. 101 Flyover to Oyster Pt. (st1014) Total Planned Projects in Fiscal Year 2012/13 Remaining Balance After Planned Projects [1] Loans to Oyster Point Interchange Fee Fund Successor Agency Loan Beginning Bal. July 1, 2011 Less Payment on Loan to Successor Agency Successor Agency Loan Ending Bal. June 30, 2012 Fees Available (Future Fees Required) for Current and Completed Projects $498,121 $1,962 $500,083 $557,894 $2,500 $1,314 $0 $561,708 $24,404 $38,370 $14,196 $52,566 ($28,162) Remaining Amount Due $121734,101 $557,894 $12,176,207 ($121204,368) [1] Includes the Successor Agency loan of $12.2 million. 7 % Fee Funded 100% 100% 100% 100% % Fee Funded 100% 100% Due Date and Interest Rate None & None Traffic Impact Fee Program The original 2001 Nexus Study for this plan area fee was originally adopted by City Council in 2002 and identified the need for new and expanded roadway and intersection improvements to serve the area located East of 101 in the City. Updates since the 2001 Nexus Study included a revised version dated May 6, 2005 and the latest updated Nexus Study is dated July 19, 2007. This fee program also includes an annual inflation adjustment and includes a 2.5% administrative fee. The estimated cost of the new and expanded facilities was included in the 2007 Nexus Study and totaled $38.5 million in 2007 dollars ($32.4 million in net cost after accounting for fees already received). There are a total of 26 road improvements listed in the 2007 Nexus Study along with two study report projects for a total of 28 projects. The Nexus Study, using 2007 dollars, identified new development's share of the cost at 100% of the total identified new and expanded facilities cost. As of June 30, 2012, approximately $8.7 million in fee revenues had been collected along with $1.7 million in interest earnings totaling $10.4 million in revenues collected since 2001 and $1.7 million has been expended on projects and fee program administration. This fee program is currently being updated. Required Findings 1. The purpose of the Traffic Impact Fee Program is to provide new development's share of funding for new and expanded roadway and intersection improvements to serve the area located East of 101 at build -out of the plan area. 2. The reasonable relationship between the traffic impact fee and the purpose for which it is charged is demonstrated in the Traffic Impact Fee Study Updated East of 101 Area dated July 19, 2007 and adopted July 25, 2007. 3. The sources and amounts of funding anticipated for completion of the future new and expanded roadway and intersection improvements are in the Traffic Impact Fee Study Updated East of 101 Area dated July 19, 2007 and adopted July 25, 2007 (shown in 2007 dollars). 4. None of the 28 projects listed in the Nexus Study are completed although twelve projects have been started. An initial traffic study is being completed now to assist with prioritizing the construction of the new and expanded facilities listed in the Nexus Study. The twelve in- progress projects (including the initial traffic study) are shown in the Five Year CIP FY 2011 -12 and in 12 -13. The remaining Nexus Study projects are shown in later years of the Five Year CIP. ,;7 Traffic Impact Fee (Fund 820) This plan area development impact fee program funds new development's fair share of new and expanded roadway and intersection improvements East of 101 to serve the City. City's Beginning Balance, July 1, 2011 Fees collected Interest earned Total Additions Disbursements City Administration Geographic Information System (it1002) South Airport Blvd /Utah Ave. (tr1010) Traffic Impact Fee Study (tr1013) Airport Blvd /Miller Ave (TIF #12 tr1102) Grand /East Grand (TIF #26 & tr1103) Airport Blvd & Grand Ave (TIF #13 & tr1104) Oyster Pt Blvd /Route 101 NB On -Ramp (TIF #35 & tr1105) Restripe @ Dubuque /Oys Pt/N 101 Off -Ramp (TIF #3 & tr1106) Rt 101 NB Off -Rp to E Grant/Executive (TIF #38 & tr1107) Utah Avenue Over Crossing (TIF #39 & tr1108) Total Disbursements aining Balance as of June 30, 2012 to build projects identified in the Nexus Study finned Projects for Fiscal Year 2012/13 teway Blvd /E. Grand Traffic Impv. (tr1004) andview Dr. /East Grand Ave. (tr1008) uth Airport Blvd /Utah Ave. (tr1010) iffic Impact Fee Study (tr1013) port Blvd /Miller Ave (TIF #12 tr1102) and /East Grand (TIF #26 & tr1103) port Blvd & Grand Ave (TIF #13 & tr1104) ster Pt Blvd /Route 101 NB On -Ramp (TIF #35 & tr1105) stripe @ Dubuque /Oys Pt/N 101 Off -Ramp (TIF #3 & tr1106) 101 NB Off -Rp to E Grant/Executive (TIF #38 & tr1107) 3h Avenue Over Crossing (TIF #39 & tr1108) tal Planned Projects for Fiscal Year 2012/13 Balance After Planned Projects 9 N $8,670,229 $733,452 $136,490 $869,942 $2,500 $14,797 $314,301 $38,443 $9,488 $9,488 $9,487 $153,969 $80,289 $241,993 $26,995 $901,750 $8,638,421 $203,986 $677,810 $74,216 $43,226 $22,049 $407,049 $22,147 $2,624,451 $46,249 $1,437,982 $73,491 $5,632,657 $3,005,764 % Fee Funded 100% 7% 100% 100% 100% 100% 100% 100% 100% 100% 100% % Fee Funded 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Sewer Impact Fee Program The original 2002 Nexus Study for this plan area fee was originally adopted by City Council in 2002 and identified the need for new and rehabilitated sewer collection and treatment facilities to serve the area located East of 101 in the City. This fee program also includes an annual inflation adjustment. The estimated cost of the 20 new and expanded sewer projects was included in the Nexus Study and totaled $21.4 million in 2002 dollars. The Nexus Study, using 2002 dollars, identified new development's share of the cost of the required facilities at $15.5 million (72.4% of the total new and expanded facilities cost) while existing development's share of the cost (existing deficiency) is $5.9 million (27.6% of new facilities). New development's share of the cost, $15.5 million was increased to include some Master Planning Costs ($425,000) and some CEQA reviewing costs ($600,000) for a total cost to new development of $16,425,000 of which $12,429,000 was to be sewer impact fee funded and $4,066,000 was to be funded directly by developer contributions. Of the 20 total projects listed in the Nexus Study, 11 projects are either fully or partially funded with the sewer impact fee funds, 4 are existing development's responsibility, 4 are to be funded by developer contributions, and 1 is to be funded with a combination of developer contributions and revenues from existing development. Existing development's share must be funded with the sewer charges appearing on property tax bills as a direct levy. As of June 30, 2012, approximately $6.0 million in fee revenues (including a prepayment from a large bio -tech firm) had been collected along with $.4 million in interest earnings totaling $6.4 million in revenues collected since 2002 and $6.1 million has been expended on projects and fee program administration. This fee program is currently being updated. Required Findings 1. The purpose of the Sewer Impact Fee Program is to provide new development's share of funding for new and rehabilitated sewer collection and treatment facilities to serve the area located East of 101 at build -out of the plan area. 2. The reasonable relationship between the traffic impact fee and the purpose for which it is charged is demonstrated in the East of 101 Sewer Facility Development Impact Fee study dated October 2002 and adopted October 23, 2002. 3. The sources and amounts of funding anticipated for completion of the future new and rehabilitated sewer collection and treatment facilities are in the East of 101 Sewer Facility Development Impact Fee study dated October 2002 and adopted October 23, 2002 (shown in 2002 dollars). 4. Five of the 11 projects listed in the Nexus Study to be funded fully or partially from sewer impact fees have been started and four of those are completed. The two in- progress projects are shown in the Five Year CIP FY 2011 -12 and 12 -13. One of the two in- progress projects is an update to the fee program which will be funded from the planning costs included in the Nexus Study. 10 Sewer Impact Fee (Fund 810) This plan area development impact fee program funds new development's fair share of new and rehabilitated sewer collection and treatment facilities to sere the area located East of 101 in the City. City's Beginning Balance, July 1, 2011 Fees collected Interest earned Total Additions Disbursements City Administration Littlefield Ave. (So) Subtrunk Rep /Upg (ss1023) Repair /Upgrd Sew Line Littlefield (No) (ss1024) East of 101 Swr Impact Fee Update (ss1101) Total Disbursements $85,653 281,001 ($443) $280,558 $2,500 $0 $530 $196 $3,226 aining Balance as of June 30, 2012 to build projects identified in the Nexus Study [1] $362,986 ied Projects for Fiscal Year 2012/13 field Ave. (So) Subtrunk Rep /Upg (ss1023) $63,008 of 101 Swr Impact Fee Update (131308) $60,000 Planned Projects in Fiscal Year 2012113 $123,008 Balance After Planned Projects $239,978 Remaining ewer Impact Fee Fund Amount Due Prepayment (project ss1014) [2] $1,733,089 Available (Future Fees Required) for nt and Completed Projects ($1,493,111) % Fee Funded 100% 80% 30% 100% % Fee Funded 80% 100% Due Date and Interest Rate None & Pooled City [1] Includes the $1.7 million developer prepayment. [2] The developer prepaid the sewer impact fees to allow for earlier construction of project ss1014 and receives credit against future sewer impact fee obligations. 11 Sewer Capacity Charge Program The original analysis was adopted by City Council in 2000 and annual updates included a preset adjustment to the charges based on borrowing costs. The most current Sewer Capacity Charge Analysis by Bartle Wells & Associates is dated August 26, 2009 and was adopted by City Council in April of 2010 to be effective in 2010 -11. This analysis identifies the need for sewer collection and treatment capacity in the City. The estimated capital investment (cost less depreciation) of the collection and treatment facilities was included in the analysis and totaled $161.2 million in 2009 dollars ($63.5 million from the 2000 analysis). The analysis identified the capacity charge as a cost recovery charge associated with providing collection and treatment capacity to new development, both through the existing infrastructure provided, and through future capital projects not funded by the Sewer Impact Fee Program located East of 101. Existing development's share of the benefit of these facilities is funded from sewer charges appearing on property tax bills as a direct levy. As of June 30, 2012, approximately $734 thousand in sewer capacity charge revenues had been collected along with $22 thousand in interest earnings totaling $756 thousand in revenues collected since the July 2010 update became effective and $548 thousand has been expended on projects and program administration. Required Findings 1. The sewer capacity charges do not exceed the estimated reasonable costs of providing the facilities for which the fee is charged. (see § 66013, subd. (a).) 2. The sewer capacity charges accounting and reporting requirements are being met, i.e. the revenues are kept in a separate fund and the City provides annual reports on the use of the funds collected (see § 66013, subds. (c) and (d).) Since the update for the sewer capacity charges went into effect in 10 -11, $750,000 has been spent on Water Quality Control Plant upgrades. 12 Sewer Capacity Charges (Fund 730) This fee program funds the cost associated with providing collection and treatment capacity to new development, both through the existing infrastructure provided, and through future capital projects not funded by other sources. City's Beginning Balance, July 1, 2011 Charges collected Interest earned Total Additions Disbursements City Administration WQCP Critical Rehabilitation (ss1018) Total Disbursements Remaining Balance, June 30, 2012 Planned Projects for Fiscal Year 2012/13 Replace Generator /Switchgear (ss1302) Remaining Balance After Planned Projects 13 $831,307 $185,082 $14,632 $199,714 $2,500 $543,076 $545,576 % Charge Funded 100% 73.08% Amount % Charge Funded $470,000 10.56% $15,446 Fee Schedules for 2011 -12 Childcare Impact Fee Rates for Fiscal Year 2011 -12 Land Use per Unit or per Gross Sq. Ft. (GSF) Residential 5.46 Low Density $1,979 per unit Medium Density $1,858 per unit High Density $1,851 per unit Other Residential $1.28 per GSF Commercial /Industrial 5.30 Commercial / Retail $0.68 per GSF Hotel / Visitor Services $0.18 per GSF Office / R &D $0.57 per GSF Other Non - Residential $0.57 per GSF Oyster Point Interchange Impact Fee Rates for Fiscal Year 2011 -12 Number of Vehicle Trips x $154 x (ENR's latest Construction Cost Index for San Francisco/ 6552.16) Vehicle Trips are based on Average Daily Traffic, Trip Rate per 1,000 Gross Square Feet of Land Use. The monthly San Francisco CCI rates for 2011/12 starting with July 2011 and ending with June 2012 were: 10178.79; 10191.54; 10192.79; 10199.29; 10204.29; 10204.79; 10207.79; 10207.79; 10369.54; 10371.29; 10386.04; 10385.54. Land Use ADT Trip Rate per 1,000 GSF General Industrial 5.46 Manufacturing 3.99 Warehousing 4.50 Hotel 10.50 General Office Building 12.30 Research & Development R &D 5.30 Restaurant (Dinner House/High Turn -over ) 56.30 / 164.40 General Commercial 48.00 14 Fee Schedules for 2011 -12 Traffic Impact Fee Rates for Fiscal Year 2011 -12 Area of Building x Land Use Fee where the Land Use Fee is: R &D = $5.11 per building sq. ft. Hotel = $1,189.34 per room Commercial = $21.18 per building sq. ft. Sewer Impact Fee Rates for Fiscal Year 2011 -12 Gallons per Area x Area x $4.16. The generation rate for all land use is 400 gallons per day per 1,000 square feet of building area. Sewer Capacity Charge for Fiscal Year 2011 -12 The fee is updated each calendar year. For 2011 it was $3,657 per EDU and for 2012 is was $3,687 per EDU. An EDU, or Equivalent Dwelling Unit, is the amount and strength of sewage equivalent to that discharged by a single - family residence. EDU = (0.00347 x Q) + (0.362 x BOD) + (0.589 x TSS). Q = gallons per day of sewage to be discharged; BOD = pounds per day of biochemical oxygen demand to be discharged; TSS = pounds per day of total suspended solids to be discharged. 15 DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Philip D. White, Fire Chief SUBJECT: A RESOLUTION AUTHORIZING THE PURCHASE OF TOOLS AND EQUIPMENT FOR THE NEW SUTPHEN AERIAL PLATFORM QUINT IN AN AMOUNT NOT TO EXCEED $206,486.21; AMENDING THE CITY'S 2012 -13 EQUIPMENT REPLACEMENT FUND; AND AUTHORIZING THE CITY MANAGER TO ENTER INTO PURCHASE AGREEMENTS FOR THE TOOLS AND EQUIPMENT RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the purchase of tools and equipment for the new Sutphen Aerial Platform Quint in an amount not to exceed $206,486.21; amending the City's 2012 -13 Equipment Replacement Fund; and authorizing the City Manager to enter into purchase agreements for the tools and equipment consistent with the City's Purchasing Guidelines. BACKGROUND/DISCUSSION During a special study session held on February 17, 2010, the City Council authorized the replacement of Quint 65 with a fire engine. In addition, it authorized increasing the number of reserve fire engines /quints from two to three. During that meeting, the City Council was informed that when Quint 62 joined the reserve fleet and a new frontline replacement was put into service, it would be necessary to purchase additional tools and equipment. This would be required since Quint 62 would need to retain it tools and equipment to remain in a ready state. Fire engines, quints, ambulances and other emergency apparatus assigned to the reserve fleet are kept in a ready state so that if needed, they can be placed into service immediately. In years past, the funds requested to purchase tools and equipment were included in the price of purchasing the apparatus. Due to changes in purchasing guidelines, the authorization for purchase of fire hose, nozzles, tools and equipment, are best done separately. Subsequently, in September of 2012, the City Council authorized the Fire Department to replace Quint 62 with a 100 -foot Sutphen Aerial Platform Quint and it is currently under construction with a delivery date in March of 2013. Soon, the manufacturer will require many of the tools and equipment in order to properly mount and position these items to efficiently maximize compartment space. As is common, any hose, nozzles, tools and equipment that have not exceeded their service life, will be recycled from the retired surplus engine onto the Aerial Platform Quint. To further minimize cost associated in equipping the Aerial Platform Quint, the Fire Department applied for several grants. As a result of these efforts, there is no need to seek Staff Report To: Honorable Mayor and City Council Re: Resolution Authorizing the Purchase of Tools and Equipment for the New Sutphen Aerial Platform Quint December 12, 2012 Page 2 funding for the purchase of additional 100 -foot lengths of four -inch supply hose line, extrication tools or a cardiac monitor /defibrillator ($70,758 in savings). However, an additional $206,486.21 in funds is needed to complete outfitting this Aerial Platform Quint. The Fire Department has compiled a list of tools and equipment that will be necessary to put this Aerial Platform Quint into service. This list was sent to several vendors to bid upon. The quotes were then reviewed and the best price for each item and its associated vendor were compiled to minimize cost. In some cases, the purchase of one individual item may not have been the least expensive, but when bundled with other like items from that vendor, the total for the group of items was the lowest. An example would be our rope rescue equipment. One vendor may have the least- expensive harness, however, the aggregate cost of all rope rescue equipment was less from another vendor. Therefore, the vendor with the lowest bundled cost was chosen. Additionally, some items specific to our department or County are only sold by one vendor who has regional control of this product. In those cases, a sole source procedure was followed. Attached (Exhibit A) to the Resolution is a list of all the tools, quantities, and costs associated with each item. All of these items total the amount of $206,486.21. The Fire Department would request authorization to purchase these items from each of the associated vendors from an amended City's 2012 -13 Equipment Replacement Fund. FUNDING The Fire Department is recommending the purchase of tools and equipment in order to fully equip the Sutphen Aerial Platform Quint. These tools and equipment are listed in Exhibit A to the Resolution. The cost of this proposed purchase would not exceed $206,486.21. This would require that the City's 2012 -13 Equipment Replacement Fund is amended an additional $2065486.21. CONCLUSION By purchasing this equipment, the Fire Department will maintain a fleet of well- equipped first line apparatus, as well as a fleet of reserve apparatus in a ready state at all times. This would enable the Fire Department to continue to carry out its mission and commitment to serve the community in a safe and efficient manner. By: Approv d: i Philip D. White any M. Nagel Fire Chief City Manager Attachment: Resolution Exhibit A, Sutphen Equipment List RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE PURCHASE OF TOOLS AND EQUIPMENT FOR THE NEW SUTPHEN AERIAL PLATFORM QUINT IN AN AMOUNT NOT TO EXCEED $206,486.21; AMENDING THE CITY'S 2012 -13 EQUIPMENT REPLACEMENT FUND; AND AUTHORIZING THE CITY MANAGER TO ENTER INTO PURCHASE AGREEMENTS FOR THE TOOLS AND EQUIPMENT WHEREAS, the City of South San Francisco ( "City ") staff recommends that the City Council adopt a resolution authorizing the Fire Department to purchase tools and equipment for the new Sutphen Aerial Platform Quint; and WHEREAS, upon purchase of a new Quint, related tools and equipment are not included as part of the purchase price; and WHEREAS, City staff has sought quotes from vendors for the requested tools and equipment and the list of requested tools and equipment is described more fully on the Sutphen Equipment List, attached hereto as Exhibit A; and WHEREAS, California Public Contract Code Section 3400(b) permits general law cities to suspend competitive bidding and to make sole source purchases of products or equipment in order to match other products in use on a particular public improvement either completed or in the course of completion or to obtain a necessary item that is only available from one source; and WHEREAS, staff has determined that certain tools and equipment listed on the Sutphen Equipment List are only available from one vendor that meets the City's needs and concerns with respect to fire protection, and therefore, where applicable, staff recommends approving sole source purchases with vendors for those products identified on the Sutphen Equipment List as sole source; and WHEREAS, the purchase of these tools and equipment will help reduce maintenance costs and will allow the City to maintain a fleet that will help meet the growing requirements of the City of South San Francisco for the next fifteen (15) years, which will allow the Fire Department to continue to carry out its mission and commitment to serve the community in a safe and efficient manner; and WHEREAS, to farther minimize cost associated in equipping the Aerial Platform Quint, the Fire Department applied for several grants. As a result of these efforts, there is no need to seek funding for the purchase of additional 100 -foot lengths of four -inch supply hose line, extrication tools or a cardiac monitor /defibrillator ($70,758 in savings); and WHEREAS, a budget amendment in the amount of $206,486.21 is needed to complete outfitting this Aerial Platform Quint. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby finds that all of the recitals set forth above are true and correct to the best of its knowledge, and based on said finding, authorizes the Fire Department to purchase new tools and equipment as indicated on the Sutphen Equipment List; attached hereto as Exhibit A, for the Sutphen Aerial Platform Quint in an amount not to exceed $206,486.21, in accordance with the Public Contract Code Section 3400 exception for equipment available from a sole source, where applicable; and amends the City's 2012 -13 Equipment Replacement Fund. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the purchase agreements for the tools and equipment on behalf of the City of South San Francisco, consistent with the City's Purchasing Guidelines, subject to approval as to form by the City Attorney. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the _ day of 2012 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk Exhibit A SUTPHEN EQUIPMENT LIST arvrv. uwT PMTa DESCRIPTICIV vendor 1 venM1 ven6 «3 venOV4 venEUS venaa0 unit mat eadencea cost can nor unt cast per wt 4 1q]81] 6callL tHe"w /c6xer 521].00 5228.95 $104.38 5184.28 $]3].12 3 1 1 1 Flat mesa ADDS -VINOUS $31.50 $42.00 SA0.91 531.50 $63.00 2 Pid HsoO Aea -wmtl $36.60 WIN 548.25 536.50 $73.00 2 Pich Head )N -66a lass 543.03 $55.65 54103 S4300 86.00 2 PB30R 30 inch ProBar 521375 $198.00 $194]5 $184.175 $WOSO 1 136 BAD ON doHV $19503 $123.25 $71.82 $71.02 S71S2 1 ITAC BIiq TSIOW 520203 $299.03 $282.93 $202.90 1 N6 slatlepaI $a 00 WAS $NAS $23.65 $25.19 $36.95 $25.00 525.00 4 Sawwor aghl i6 n $110.03 VOISI O $9035 $90.55 $398.20 1 WmerEd'n uh0er $05.00 $81.75 $106.56 $61.75 $81 .75 1 DryChernExtrogumIat $70.00 $108.03 V4 23 5108.00 $108.00 1 Meul %EM uMer CeRm OimMe Ea9n IsOer $55000 $160.00 $175.00 $333.72 1 1 $311.10 $175.03 $311 AS $7503 1 1 m Hltix Hwe pmG $3.102.40 $3.102AO $3102A0 12 kn1M1 Hi cart 1 W4 On' lose yela, $31000 $339.03 $310.00 53720.00 12 Ica N Hi Can6a113M tin RSa $310 W 533803 5310.00 $3.72000 6 111 LS X00113 veNewM ]2'e $304 SO $35205 $430.92 S.'W4.5D 51.827.00 6 XM030TfT 1.5 Mb FOre9 $656.25 SMOG $745 .74 $656.25 $3.937.59 2 HMTG 25 NH Valve x580 old. h12' 561635 $416.80 W&14 5416.25 58325D 2 HOTO LSOmI(mmT $58115 $74800 $78035 5691.25 3116250 2 WP2215 WE RSdwo resshe HOSe PaA 5109.03 5109.15 $109.15 $218.30 6 ImmutzenI Ratio Cnal Hemeu $58.50 $39.00 $62.70 $39.00 $156.03 6 UII 1.5NHF a 1500X80 S INHM Tee $9$75 $65.40 1 $6640 $39240 2 AttNFNFRT IWHF Sans 111 GauiW $164.85 $195.05 $205,40 1 5195.05 $390.10 5 kn IN 8 v.Iellsi k'edol liGhme $163.00 $122.00 1 5122.03 $610.00 4 Ion 111 8 ec 188 a1n k'eGal nhrea $15880 $12200 $122.03 $480.00 3 1S in. lms mLe $95.00 WCISD $80.00 $170.00 1 IB, Rodney mtLa $120.03 $6225 $62.25 $62.25 15n1, a IV pay slnlmmrzlef $1080 $10.00 $10 -70 1 VIVIUMVIVAL Elatlrsd Gloves $149.03 51>t.50 $11417 $114.71 $114.]] 2 length sexv4'mmacxaLwa $250.03 $215.00 $199.51 $199.81 $399.63 2 IMM xerNnewlsu tV $35063 $301.03 $275.31 $2]531 3550.63 45ba a4'nEbllmEtDXauw Ica $575. SO $47200 5431.81 Gnnt Paid N3LR1153 67 20 Sltll. 2SS do"C $191.00 5191.00 $3,820.00 $520.00 saw sotmou $KOm $52000 4�24 3124.31 $124.31 $12<31 $11,17500 3IIP5.D3 511,775.00 2 218 GDie0 $490.03 $404.54 1,104.54 S00ON 1 Mader wendorb $2,5]500 $2 .764.43 S 5]5.OD $2,5]SO O 2 XPLS $506 .70 $513.81 $506]0 SIO13A0 2 XPIn2 565-7.03 S701398 5650.50 51,32130 2 22 -83310 NPI 22 $862.03 5916.59 W%2 N VIRAGO 1 32-796835 CMPTVehid,Gtd, ddanpl 52.39400 $2434.09 $2394.00 $2,394.00 1 DE0RIS CARRIER $60.00 $73.85 111250 $60.00 $wG0 2 HALLRVNNER9 $25.00 546.35 53503 525.00 1 $SON 4 SALVAGE COVERS SIO&GO $15740 $63.64 1 $106.00 543203 1 RELLYT001. $249.03 $272.50 $10DGO $100.03 $180.00 1 RTAA $105.00 512603 $119.32 $118.33 $119.32 1 ATW $71.25 $63.00 $63.00 163.00 1 911 -R6 to"AVCht;,.&.dparDwvGI $1.676.00 $1.76700 51.748.02 $1.746.02 $174602 2 Hose Rhoda "SO 551,60 $52.56 $5150 $103.20 8 SPA -1030020 FRO Patel. Leo uuos W eeware SI.SIt $1,35200 $147560 $1.352.00 $8,00200 2 Hua124711038 n 2348.03 5696.00 4 Tunle dead SIDE Chodue $ICRO0 $234.03 $91.38 $94.36 $=.,14 1 Clan a loom ESI $180.03 $94,00 Bladarl $16003 $160.01) 1 Class AfwmS Ibn $06.50 $05.00 SP5.50 SB8.50 I 29I55o CIALTIn $630D $5320 $59109 $56.20 558.20 2 300701 LMCSFAG $87.00 $6185 $62.78 $61.65 5123]0 I I 261201 $IMN $178.00 SIDSM $178.03 $178.00 1 261203 CMC112inchsae3Wteel R,d $285.03 53RM $264.00 526].00 $267100 1 231102 CMC V2 1I mp, 3036late $285.00 $267.00 $26403 $8017.00 $267.00 1 431201 CMC ftpe be $76.00 $69.05 $70.91 569.85 $69.65 1 430305 CMCRa b $500D $45.85 $0.35 $45.85 545.85 1 430301 GAG Rape b $50.00 $45.85 $0,05 SA5.85 $45.85 1 2 %014 LMLmuBilm $12.00 $2040 Sam $10.40 S20.40 1 724123 CGCtmAnqdeD3K $75.00 $69.10 570.9 USIG $69.10 1 500102 CMCCSR MmPUW $B .N $792.03 5819.39 31792.03 $192.80 2 202164 CMC Cass 111 Haroas Re $360.00 $335.65 $333.76 $335.85 $671.30 1 2DU62 ODIC DID" III IGI smaX $360.00 1 $335.85 1 $331.31 $33565 $335.0 1 20316 LML Class III Hannew AL .00 $33565 $344.113 533565 $335.0 1 440511 CMC$ mPAC N 5134.60 $136.65 $134.EO $134.60 2 3NYN CMC Rmme Rack 00 $94060 $96.02 MAIN $109.20 1 =05 CMCWGm A&CAM OO $07.85 $282.16 $2117.00 WrAms 2 201022 CDICAndnr SV ,venuhle 0 $26.20 $27.56 525.20 $52,40 2 101063 LMLMCMr51re SB. x00303 0 558.00 $Nm WE= $112.00 1 20171 LML Eaer O $26.20 126.55 52610 $2620 1 101122 CMLE4brw /fain 0 1$49.W $30.55 $30.39 $30.55 $30.55 2 394019 CMC Edge a0 536.40 $38.08 S36A0 5172.040 372270 CMC Sed OUMF LOX $31.45 $20.98 521,45 5858.00 4 340000 CMC GIObs pwenGem 0 $OAS $61.36 $6DAS 3241.80 2 30040 CMC EIMPIete $40.00 $39.17 $4000 000.00 2Nfl 30]101 CMCOre embbin 0 SN.N 554.00 SNDO $56.00 2Nfl 30503 CMCeluewbbl 00 $56.00 $50.00 $NON SWOO 2Nfl 2=03 CMC Tallow webbin D $56.N $65.00 SWOO $56.0 200P 2DSN LMC Soon webbing 356.00 E56.00 SN.D SS` DO 06.00 2Nfl 393016 LMCPwdgwE mm $100.00 MEN WSD 10 $No 200fl 293038 CMCPmasidrmtl R,d $100.00 $900 $Ww SD.N $0.000 1 724131 CMC Resume Letter Hamess $95.OD $8730 $34.64 311130 587.30 2 2mWO 3005]0 CMCLOaereaasNaln sa.Wrcn3 GAG knot am $40.00 $3765 $36.40 $39.44 530.31 $37.00 $M40 $75 .70 $72.80 2 4 300*1 CMC E9t 00 $83.65 501.94 SI1385 5334.0 2 294044 LMLE a wpdimuM 7 S815D $62.47 1 1 $81.50 $163.00 Exhibit A SUTPHEN EQUIPMENT LIST 2 29a090 CMC ad a 521.00 $18.95 $1918 S1B 95 WPO 2 4lli5Z CMC Bi Mier PFD $11800 $108.10 5110]5 $109.10 $258.20 1 1 726117 1 SIOFn CRAG Ti 51.BWSO $1751.00 $16Bi.82 $1.75100 $1751.30 6 2ON44 and 202446 CMC ladder bek, $155.00 S155W $93000 2 W2vp0 TFi Stackii MFS]staG $218 .75 $266.% 5218.75 $437.50 2 xO-263CR TFrz+rz w6N h Ide 554200 $5120] 51004.00 1 UE -125-NF TFT Foam Fill 4525.00 $606.95 $639.20 $525.00 $525.00 1 UM121iF TFT Pm Pack 611n NH $7525 5934.70 $916.19 $752.00 4752.50 1 00x512 TFT Pm Pack 12 nano 572.Oo 590.75 $83.75 SP.00 .$72.00 1 MC -52 TFT&ilz Fie Murder 529,14100 $3,399.00 S3,52955 52,840.00 4294000 1 FIM %HM TFTFOem.IMbrmidm,enoub $248.5 $287.30 5302.58 3248.51) $248.60 1 SaWaeWtlx Wakr Vac $1,376 DO $1.837,50 $137500 $1,375.00 z CMC Fm 40 Mick $ON $700 $55T $5.52 $11.14 2 La6enw 2 5' Fral $35.00 $0.90 S 34.00 Nd.OB $00,16 1 12 Per Bad pole $00.00 $6255 $5.5 $59.51 $5.51 2 MiUM run YPO68 feed mural like dcle $42.00 $44.70 W.72 W.72 Sol." 2 362M NUP YPOB6hNrouM lu W.00 $5065 $46.88 $46.98 NO." 2 36210 YP010106. ReuM par pop S5500 Ul S53.25 $53'25 $1065 1 36561 NUP 61wtrwlM1wk $WN 48940 $87.72 $87.22 $8782 1 NY31)HD McIrlmmulkook,iffihOmmak, $72.00 $09.80 570.80 570.60 $7D.60 2 Nu 635256 68tl llcoM look E78.01) $59.00 $80,00 all 5161.98 1 Ieatherhead NYF4341odmotlmk 552.00 $56.60 $7192 $71.82 $7182 1 Nula Xx 60 eerubbktl FZFwiNONMIe 56&.00 S68.55 $6570 $65.78 $6528 2 BBmbbkb Makxi1h VmmdW $7000 $7450 $72.05 $72.05 31".10 2 toll mbdax Blank wall O handle $75.00 $80.45 $78.32 57832 5155.64 1 65M 21 Mlwmk"l3 mr, Su er Sawnll S2N.N $27190 $185.23 $18999 $231.18 $20995 $105.23 $105.23 1 071932 Mlwoukee M2a CONkss sawaau $49300 $557.20 0351.14 waoo $460.58 037595 $451.14 $451.14 4 4611-2830 MilWaukee M20Spam Deeply $12100 $23970 $1420.5 $149.00 $191.26 $15995 $142.05 $5820 4 49- 593819 Warekn W8 Baboy Clumer $60.00 $10625 $50.00 iincuded EW.00 $2OO.N 28 Spare Bowel Blares $26.50 $69.90 532.61 $3261 $913.00 f 6HD77M Maker I IA- mempwamieme Magraswir $235,00 $284.10 518999 $16&33 5199.0 5166.33 $166.33 Box speak 719 NaW 52030 $2030 $2D.30 2 5020 elednraocul $110.00 49295 $139.00 $8998 $29.95 $29.95 $59.90 2 00'15 am elennrw.wMavi I $105.90 $8510 521.90 $4053 52995 $29.85 $59.00 4 Txid,hom iml 140.30 $10,50 $11.68 $7.85 57.95 $31 SO. 4 StiolApedralvarve $117.0 SUM $1198 $7.95 S2.B5 531.00 E1MtloI mN Reel perdowe $152.20 $15220 $157.20 1 Flux Mme Elenrw-el JUtlkn Om $279.00 S279 .W $2795 1 23 Firm Not SIk} $324.0) $696.07 $324.01) $324.03 4 Traffic Comes $30.00 $21.63 $21.63 SW.52 2 1 2 3 n e¢wM VwcE baMba poor Steckel 9wm 9MwN $95.00 StdN $8125 $31.55 $12,98 $17.99 $32.95 $29.80 $81.25 $32.95 $12.99 5162.50 $32.95 $25.98 2 2 PwMShwek Push Bmone MUM 531.55 $47.30 $72169 $12.88 $2210 $1149 51099 529.80 21.80x625 $12,99 $27.10 M.N $54.20 1 Scoced SMM $55.03 $5.00 S41,45 $=Se 529.09 Was 541.45 $41.45 1 Small SdI CNdm $6&.00 $0.0 $39.77 55.19 $4995 539.77 539.7] 1 f im m,kmmer Largo Bd10M6m 2 -ronlu -en manor core $234.00 S7500 $67.05 $128.70 $42,18 $64.95 49.95 mol lug all $62.05 $425.00 $67.05 1 $425.61) 1 Fire hooks <nntlunrve6Masen $2133 5291 fig $281.69 1 Smell Crow Bar E10.0D $19.25 $979 $609 526.95 S10.00 $1000 1 jame Crow Bar $14.03 E 44.11 $13.08 $1079 $63.95 $14.00 514.00 2 lAchmsupply BIMChanwlckrnaNacrar t4'm. Sell $800.00 E50W 1 4mnikw+lerenx oXwrermn 542503 $425.00 M25 US 1 1 Andrem ahul dl wrenrfi N rant verve cover Vam Wier S21303 $35.00 $213.00 $3500 $213.00 $3500 3 CrdnMplbdn 1 fuAdVi¢ uMY arc $67,50 S61.50 567.50 1 memlool no lh 7 10 pLwbanl Pars $192 ,40 $192.00 $1,924.00 1 1GaSkn amid Pau ®n lrru $3500 $22.28 $14.95 $15.29 $24.95 $24.95 324.95 1 1Gminuml Sam un9 $3500 522.28 S14.95 $15.29 SUBS $2495 MRS 1 Furol $28.00 1 $674 52.06 $9.68 $7.85 WAS $7.95 1 Dwell $18.00 $10.00 518.00 6 Me 01 $2.03 $4.05 $4.05 S2430 2 4 KMarcha CeMtlecM6sex Main 5162.0D $246.00 5132.05 5220.00 $251.99 5137.05 3220.03 5224.10 SBBO.N 2 Sam zOMN am bx $4600 $58.00 $5.00 $11600 2 SUN T3420 $9911.00 $1,179.00 $000.95 SUN 95 $1. 96100 4 3ve141mfimMMes 539]00 $179SO $188.95 $188.85 $759.00 3 SUN M34W Chain Saw $1,195.55 $1.400.00 $107995 $1009.95 $3238.05 1 7M4H Su ryac Gae66w .5232000 $1,92200 $1.915.91 $1.922.00 $1,922,0 I 71WRS Bu rVacnarcro Plw:er $2,85000 $1,816.30 $2,625.00 $1,916.30 $1,916.30 1 PlugandDliki SWOD $59.00 $37.50 $32.00 $32.5 1 10310"w en CvLWONg1 510603 31060 $1N,N 9 Exhibit A SUTPHEN EQUIPMENT LIST 5 1 WMOBUAet '/ 1 HP.EMT PwnMG $2225.0 $1,896.31 $1.89631 $1,88231 1 $2200.0 51,815.03 $1876.00 St95100 2 PE5 Sas Madlor REPSGa $195000 §1.950.0 1 moon MvdMI Nit 4 T N 2 ben meadws I- SlAped LIFE LAZARD TAPE $10.00 $1 &42 $16A2 $32,84 2 ben meadnxs 3•SM tlTTAPE AO TAPE $32.00 $1842 E16A2 $32 2 FamslnduErles 3•NP2MATT SE $3200 $10.69 E10.6B 21,34 E213B 2 MPWT Stour mou,firg pate $2{.00 $18.0 WAS $19.83 $39.60 1 40HSSGG llnle 61,12 SIT HMMATIckov, $22.96 $19.65 $19,57 $IG57 $19.57 2 8093 H Brant WRENGI $80.52 $58.55 $n.59 #259 $45.18 2 3781575 116 Swe W 212 male 424.00 1 515.0 1 $15.52 $15.52 $31.04 1 09KR5225M 212 ntli 032 Wha, $203.0 5173.50 $173.Y 5173.60 1 530425 PSTORTZ TO 2 W MALE w,vd 4NToo 5 $17.02 $77,02 $77.02 2 SSM4T25 C STORTZ TO 2 W FEMALE $102.0 0 $138.05 $138M wa.10 1 536543 C STORTZ TO T MALE $95.90 5 $85.20 $BR20 $8520 1 5540.43 4•Srmhb 3. Imas VARGO 5 $8836 $98.36 $98.36 2 554R4T45 4'G HYDRANT TO C STORTZ $135.0 5 $130.67 $138,67 527]$ 1 SaSm C STARTS TO F STORK $180.0 85 $122.W $122.50 $122.50 2 302525 2W DOUBLE MALES $1820 0 M$21.96 $13.24 $13.24 &WAS 2 35R295 2W COUPLE FEMALES $250 5 M T4 $27.]4 $55.2 217.0 m t in awes reducer $228D 2 37R7515 2X701 W 0 $15.11 $15.11 $30,22 2 378251 2%701'BEDUCER $3803 5 $25.84 325.84 $51.68 2 378253 28803' INCREASERS $5160 0 §23.99 $29.89 $0,90 2 3711325 STO2 %REDUCERS E30A0 0 SmS9 $34.89 SM.78 1 3591525 1 X• DOUBLE FEMALE $2340 O $1634 $16134 $16.34 1 361,15E 1 W DOUBLE MALE $16.80 $9.50 59,45 $BAS $9.45 2 37RI51 iXTO I- REDUCER $210 $13.90 $1386 $13.66 $27.72 2 704.60104 ID( PKWn IWA, Valrc 6' 4'sMa $950.00 $701,0 $71MA9 $789.49 $1,57898 2 09.1 a Sato am Htldere vxl SINGS $8900 $89.74 SUL74 $172.48 2 K461 2umrersN and RIVAL $32,0 34580 54534 $4534 50.68 1 GUYS S1mll Hm4 Washer 348000 $41107 5409,92 $409.92 5409.92 1 grawagun $20.59 VICKI 52985 $20.59 $2059 1 1CCHA4NEL LOCK PLIERS $14.29 $20.67 lasm $1439 $1439 I 18 CARPENTERS MR 12' CROW BAR $18.00 5 &CB &54 $1295 522.95 $42.19 WAS WAS $18.88 1 1 IWBMTCUTTERS BALL PEEN HAMMER 539.]7 $14.65 5666 $1214 $1995 32895 SI8.95 $49,95 1 536.95 32&95 I HAND ME $19.17 520.511 $26.95 $25.95 $26.95 2 BALE NOOK $ 863 5 $8.95 $19.80 HACKSAW SerebnLmwdadn $ 852 $14.39 $16.00 $ &53 5 5 $14.39 $14.39 10 $18.00 $1800 1 BDCKETSE7 $0.07 300.99 $22,411 95 $58.99 $32,99 1 NUFORIVERSET E $13.88 $1799 5 $13.88 $13.88 1 NUT DRIVER SET METRIC $12.89 $17,98 5 $12,99 $12.99 1 STRAIGHT SCREWDRIVERSSET $42.51 $888 $IN 5 $8,08 $ &88 PHILLIPS SCREWDRIVERS SET BMVe Inc. $11.00 5109 j$6N95 e $11.00 $11.00 1 BCRESCENTMENCH $1622 $1200 $986 95 $12. 00 $12.00 1 SCRESCENTWRENCH $16.82 $1519 §11.60 95 $15.29 $15.29 1 10'CKESCEMWRFNCH $21.42 $22.50 $1441 5 522.50 $2250 1 VICE GRIPS $10.63 $15.00 311.68 8 $15.0 515.0 BATTERY CABLE CUrtERS $3130 526.99 VIM 95 52699 $26.99 REGULAR PLIERS $444 $7,]9 $7]9 $7]9 1 ELECIRICPL TESTED $6.99 .95 $6.99 $6.99 1 WALL PLUG ADAPTERS $566 $495 $568 1 $566 I FLAT FILE $707 $8.09 $8,85 $&0 $009 I WINDOWPUNCH $676 $21.45 $18.95 M1A5 $21 A5 I SIDE CUTTER PLIERS $2355 $31.29 $32.95 $31.29 $3139 1 WIRE CUTTERS DIKES $2220 $16.50 $26.95 $16.50 $16.50 1 9' CHANNEL LOCK PIERS $1099 $13,19 $31.95 $13.19 513.19 I SET OF ALLEN WRENCHES $18,66 $2689 $1636 $20.95 $26.99 S26.99 I TW SNIPS 51434 $14.89 51528 $16.85 $14.99 514.98 FURNACEXEY $539 $283 $11.85 $5.28 $5.29 1 25 TAPE MEASURE $1495 $210 $8.0 $25.95 $21.00 $21.00 1 PUTTY KNIFE $1.63 5480 $5.85 $5,15 $450 51.50 1 KNO%F.D.0 KEY 2 B ASSORTED REDWOOD PLUGS 2 B WOOD DOOR STOP EDGES 3 WROUND FILE I $BA9 $16.88 55.83 $8.85 $1680 $60.64 1 14- PIPE WRENCH 51190 $3880 $ISAR $29.80 $38.88 538.88 1 12 TON JACK AND HANDLE $4999 $29.73 5109.85 $19.99 ,99 1 ROIL OF DUCT TAPE $7.03 $449 $4.49 $5,95 5449 649 1 RUBBERMALET $160 5088 $4.48 $1585 $4.99 AN 1094 BOX OF FLARES $7399 573.99 3.93 3 SHEETROCKKNIVES $9.19 $1195 $9AS 7.57 2 STAPLE GUNS $21.813 $12.61 52695 $2188 376 5 am SU eeW $2.09 $3,10 2 2,56 7 CARPENTER WVL BAGS $9.80 $26.99 SIB 95 59.00 $9]6 2 Maz FMMWG HAMMER $38.02 $2219 $2.49 M95 523.19 438 2 WONDER MRS STAGS 7 1Em NAUS UN a I 1 GALA a IOM B0% $25]5 $1688 $3Td9 379.95 $78.95 9.80 6CBA SCBA VeMm ml 137,41.E6 K214mww3ov. SWIG Nr Pak 75 $5 SAO 75 54,025.00 $4.)8349 $4.2590 .0 9 45 MIn Stull NLBWN¢ $1,115.40 $52685 $826.85 1.65 4 AV300 Fam bur $194.10 5104211 $183.7/ $18430 6.80 4 005622.01 TMn Carts Ma K $37,59 $3275 $U.60 $32.75 1.0 6 74 -FP1 PINI 5 &14 $8.15 $ &511 $0.15 .45 3 ]421112 SmrlXml APRwmaNme3um 12832 $2430 $20.43 $2430 380 3 7424fl3 Epl %uIAPRmedluMla $2622 $24.20 $20.43 $2430 2fi0 ] 7421113 3mXXmI PPRmeduNla $2622 ] 400151. Mire SA Calxm Meeml'a 1 IDm10]6 G701ua PARR 110]9.26 1 2CO HJ`l NiMH renN eade Belt mm. KO $3890 2 12-0]520 mwl auNmd Ww EP8.0 $266.0 $02.]3 $52.73 5.46 2 22{038110. I-Wi m, Waal vN%Om 52390 523335 5220.0 3230.0 0.0 5 Exhibit A SUTPHEN EQUIPMENT LIST 6 4 umSdx'M% +P :u8b -ao cna 'm Sno.00 51 m.ao wo.00 " 9 NATfl ll50 „af94k aJn 59860 $393670 ksb1Y.MY 3)IOrtTOIeM �a $W5,W 288.7 $3836]0 $3636M 1 Xen'wgq $aM $625.00 m 1 NenH IP Dieintte urW $5867] sw.w $586.6 5m6 55066 ipixiul. 'fA S13.70 $13]0 1 +pslew "pk. 526.00 Moo 539.6 3 etleriShct}Ak WI 530.2 $63,.5 5131.35 1 a $130.25 5130.4 1 ' iss48n'reernereoartl_ 510oOD $10o.m $13025 $147A - °a auennee $49.BO 56970 $lam Ltiu 5147m N67,m 52IDm 550,6 SSO.m Sm.00 1 Eafmale 59500 ni¢TCU e8mk 6 1 Vawr GPs $26.99 $228]6 SRBd6 16 $83 m 51 9.9] $49.9. 9'2 5300,6 $40624 536.6 m 1 5201S2V1(d mw MMVauX Sl AcG0 OG l$l.430.DD 1 Em $I,mo.34 1 1 summa $140000 oo $125.6 6 E2iG $65o.m m 595.6 00 EalmeleUM EMS Mna nkW¢ e. BP ca. ec.. $456.00 6 Eamaue 5am0 M ecell neous Items N.800.00 wm.00 u,m =bM m aiaemame¢mileaorcm. e. map w 8 b tnt bmm mm 5 PAW WCbC ams IumEU1W ".K'Nf mfwc sq.n9w4m1 Newh M a sp sws wmps Im b ,s maee N¢ u a Nb b Bm Wr.a m mI boos mau e¢ ne.. su Tia.m% 514Aol.35 .i M W SSF imiudee Pri Mmahm $4.000,05 um $187.714.73 10%mn6 a loan nro, 8unumlm, $13,].1.47 To l $26,43631 6 DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Valerie Sommer, Library Director SUBJECT: RESOLUTION AUTHORIZING THE ACCEPTANCE OF $5,000 IN GRANT FUNDING TO SUPPORT PROJECT READ'S VOLUNTEER INCOME TAX ASSISTANCE PROGRAM AND AMENDING THE LIBRARY DEPARTMENT'S 2012/2013 OPERATING BUDGET RECOMMENDATION: It is recommended that the City Council adopt a resolution authorizing the acceptance of $5,000 in grant funding to support Project Read's VITA program and amend the Library Department's 2012/2013 operating budget. BACKGROUND: Project Read has received $5,000 from United Way of the Bay Area to operate an IRS Volunteer Income Tax Assistance Program (VITA) for low- income tax payers. In this third year of funding we will assist up to 200 residents who earn less than $50,000 a year to complete and submit their annual tax forms. FUNDING: Funds received in fiscal year 2012/2013 will be used to amend the Library Department's current budget. Funds not expended by the end of this fiscal year will be carried over into fiscal year 2013/2014. Receipt of these funds does not commit the City to ongoing funding. CONCLUSION: Receipt of these funds will enable Project Read to continue programs and services which are not otherwise funded. It is recommended that the City Council accept $5,000 in grant funding to support Project Read's VITA program and amend the Library Department's fiscal year 2012/2013 operating budget. By: yet �Q/y.Q (7 b—� Approved:,, rc Valerie Sommer Barry M. Na el Library Director Attachments: Resolution City Manager RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA RESOLUTION AUTHORIZING THE ACCEPTANCE OF $5,000 IN GRANT FUNDING TO SUPPORT PROJECT READ'S VITA PROGRAM AND AMENDING THE LIBRARY DEPARTMENT'S 2012 -2013 OPERATING BUDGET WHEREAS, the City of South San Francisco ( "City ") Library Department established Project Read to assist adults and their families in reaching literacy goals; and WHEREAS, the United Way of the Bay Area awarded a grant to the City in the amount of $5,000 to fund Project Read's Volunteer Income Tax Assistance (VITA) programming; and WHEREAS, VITA programming will assist up to 200 community members earning under $50,000 per year in completing their tax returns; and WHEREAS, staff recommends the acceptance of the grant funding in the amount of $5,000 from the United Way of the Bay Area to support the Project Read VITA program; and WHEREAS, the foregoing grant funds will be used to amend this year's operating budget of the Library Department. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts $5,000 in grant funding from the United Way of the Bay Area and amends the Library Department's 2012 -2013 Operating Budget in order to reflect an increase of $5,000. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 12th day of December, 2012 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk JOHN WONG F{ NFRF.AS. ova May, 1, 2009, Recreational mid Coniniunity Services Supervisor retired with over forty -nvo years of dedicated service; and WHEREAS, John was born and raised in San Francisco, he resides there to this day. He graduated from San Francisco State University in 1972 with a degree in Recreation and Leisure Studies. He has been married to his lovely and patient wife, Fay fr 40 years. John and Fay have one daughter, Kimberly, who is a successful attorney in San Francisco; and WHEREAS. John was hired as a part time tennis instructor in June of 1970 and was appointed as a full time employee 3 years later. He also worker! as a Recreation Leader. Tern Center Director. Orange Park Center Director, and Recreational Supervisor. His areas of'responsibility have included Sports and Athletics, classes and events, plgj6yrounds and teens, running the req,, cling program, Tennis, Picnic, and Facility Operation and Rentals. During his years with the Cit)v, John has worked under 7 directors. In addition to his position with the Parks and Recreation Department, John has worked as a Tennis Umpire with the United States Tennis Association since 1975, gjfic•iating at the U.S. Open. ATP events, and two Olympics (1996 and 2012). He worked his way up to be 112 in APT Men *s circuit Rankings in the world in 2011 and was in charge of the A TP National Lines Umpire Mentoring Program. John has also served 17 years in the Sports Association of Northern California Agencies (SANCRA)), including a terns as President and has been a member ol'the California Parks and Recreation Society (CPRS); and WHEREAS, during his employment with the City, John has been recognized for numerous accomplishments and contributions including: oversight of the City tennis court, including specification ofstandards, maintenance and lighting; responsible for numerous renovations and upgrades to the tennis courts at Orange Memorial Park, highly regarded in the tennis comnaaritt' thanks to John's expertise; ,serving as the "official" City photographer for decades; the ntentoring of dozens of recreation employees. including hiring the current City Manager Barry Nagel and supervising and training current Parks and Recreation Director Sharon Ranals; faacility upgrades and renovations, including most of the Recreation side of the Municipal Services Building,, and WHEREAS John received the California Parks and Recreation Society Agency Showcase Award in 1991 in recognition of file. best Facility Brochure; the John T. McGovern Award in 2002, which is a national award presented to a Chair or Line Umpire for lifetime dedicated service and expertise to tennis officiating. John was recognized as Employee of the Year in 2004; received the Distinguished Professional Asvard from California Parks and Recreation Society in 2012; and WHEREASJohn's co /leagues hold the utmost regard for his character and commented: John is like an artichoke - when you peel back the layers you find a big heart; John maintains the highest standard of craft and excellence and attention to the "lost miniscule detail- 1 will miss his thorough completion of any project, and his humor and enthusiasm for play; 1 have worked with John for 20 Years, and whenever there was something that needed to get done he was always the first to help. It could be the smallest task of helping a customer on the phone to remodeling a bathroom. There are no words to fully, describe his dedication to the City and to all of us in the recreation department. He has touched all of our lives in someway. 1 know 1 will truly miss him; and, John Wong models the core values which have helped to define the culture of not only the Parks and Recreation Department, but.for city staff in general: honesty and integrity, dedication and commitment to public service, team work, going have and b e and, constantly critiquing each project and event to make improvements next time, creativity and originality, loyalty, and generosity. The best way for to to honor his 42yeas ofsevice to the City of Sara Francisco will be to carry these values• forward. NOW THEREFORE, an behalf of the Citizens of'South San Francisco, who have benefitted from John's service, the City Council of the City of South San Francisco does hercb. , express its gratitude and appreciation to John Wong for his years of dedication and further expresses its sincere best wishes_/ r u long happy. and much deserved retirement. Pedro Gonzalez, Karyl Matsumoto, All, Pro Mark Addiego, Councilmember Richard A. Garbairno, Councilmember Dated: December 7, 2012 DATE: December 12, 2012 TO: The Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: AN INTERIM ORDINANCE OF THE CITY OF SOUTH SAN FRANCISCO MAKING FINDINGS AND ESTABLISHING (1) A CITY- WIDE MORATORIUM ON THE ISSUANCE OF USE PERMITS, BUILDING PERMITS, OR ANY OTHER APPLICABLE ENTITLEMENT FOR LARGE FORMAT RETAIL OR SUPERSTORE USES AND (2) A MORATORIUM ON THE ISSUANCE OF USE PERMITS, BUILDING PERMITS, OR ANY OTHER APPLICABLE ENTITLEMENT FOR GROCERY USES IN THE EAST OF 101 AREA. RECOMMENDATION It is recommended that the City Council waive reading, and make findings and adopt an interim ordinance that establishes (1) a City -wide moratorium on the issuance of use permits, building permits, or any other applicable entitlement for large format retail or superstore uses, and (2) a moratorium on the issuance of use permits, building permits, or any other applicable entitlement for grocery uses in the East of 101 Area. BACKGROUND Council directed staff to evaluate and analyze the potential impact(s) a superstore (large format retail use), which includes a full- service grocery component, might have on South San Francisco's current and future grocery market. That work was completed and the results were presented to Council on November 14, 2012. During the discussion following the November 14, 2012 staff presentation, Council directed staff to draft an interim ordinance to impose a moratorium to `pause' any new large format retail uses (which by definition includes superstores) City -wide, and grocery uses in the East of 101 Area. If adopted, the moratorium will provide staff with the necessary time to comprehensively evaluate the City's land use regulations for the aforementioned use types and report back with any recommended changes for Council's consideration. 2011193.1 Staff Report Subject: Large Format Retail and Grocery Uses Moratorium Page 2 of 3 DISCUSSION The grocery use economic impact analysis (Seifel Consulting, October 2012) presented to Council on November 14, 2012, concludes that the addition of a grocery component within a new superstore in the community could translate into the loss of 5 to 20 percent in grocery sales for existing stores in South San Francisco. In addition to the impact on existing grocery uses, the report also suggests that a large format retail store (superstore) with a grocery component could also limit the community's ability to attract certain types of grocers in the future. In addition to the results from the economic impact analysis, this evaluation of superstore uses has also raised questions about the City's existing land use regulations, which identify the location where uses can be situated in the community and defines the various uses that are permitted, conditionally permitted, or not permitted. If the interim ordinance is adopted by Council, staff will evaluate the impacts (positive and negative) that come with various types of large format retail uses and grocery uses, and draft changes to the zoning ordinance to ensure that these uses are developed consistent with the City's policy objectives. If a superstore received land use entitlements, including building permits, before the City has an opportunity to study and possibly revise its zoning ordinance, it could create conflicts among land uses, or conflicts with the City's long -term planning goals. Establishment of superstore uses in the City at this time, before the City can consider revisions to its regulations, presents a current and immediate threat to the public health, safety, and welfare. Therefore, staff recommends the adoption of the interim ordinance in order to avoid this current and immediate threat to the public health, safety, and welfare, which could occur if entitlements were provided prior to the City's review of the full scope of potential impacts. The proposed interim ordinance would temporarily prohibit approval and issuance of use permits, building permits, or any other entitlement for large format retail uses City -wide, and grocery uses in the East of 101 area. ADOPTION OF INTERIM ORDINANCE Pursuant to Government Code section 65858, the City has the authority to immediately adopt a 45 -day moratorium when the City finds there is a current and immediate threat to the public health, safety, or welfare, and that approval of entitlements in the interim would result in that threat to public health, safety, or welfare. Moratoriums may be extended for up to a total of two years, provided that a current and immediate threat to the public health, safety, or welfare still exists, and the City follows the public notice and hearing procedures required for extensions of moratoriums. The proposed ordinance, making findings and adopting the moratorium, may only be adopted by a four -fifths vote of the City Council. Since the Council currently has only four members, a unanimous vote is required. ENVIRONMENTAL IMPACT Adoption of this interim ordinance would not be considered a "project" within the meaning of section 15378 of the State CEQA Guidelines, because it does not have the potential to result in a direct or reasonably foreseeable indirect physical change in the environment. Rather, the ordinance would only 2011193.1 Staff Report Subject: Large Format Retail and Grocery Uses Moratorium Page 3 of 3 temporarily prevent certain physical changes in the environment pending the City's consideration of possible changes to the zoning ordinance. Furthermore, this interim ordinance is categorically exempt from CEQA under Guidelines section 15308 because it is a regulatory action taken by the City, in accordance with Government Code section 65858, to assure maintenance and protection of the environment pending completion additional analysis related to large format retail uses and grocery uses. CONCLUSION To ensure that the City's land use regulations best reflect the needs of the community, and to give the City an opportunity to examine and address any potential impacts associated with establishment of new large format retail uses City -wide and/or grocery uses in the East of 101 Area, staff recommends that the City Council adopt the attached interim ordinance, making findings and establishing (1) a City -wide moratorium on the issuance of use permits, building permits, or any other applicable entitlement for large format retail or superstore uses and (2) a moratorium on the issuance of use permits, building permits, or any other applicable entitlement for grocery uses in the East of 101 area. B B 1 Y yt, Marty Van Duyn, Assistant 0i ty Manager Barry`M. Nagel, City Maaia�cr BN/MVD /SM/MA/SK/gb Enclosure: Interim Ordinance — Large Format Retail and Grocery Uses 2011193.1 ORDINANCE NO. AN INTERIM ORDINANCE OF THE CITY OF SOUTH SAN FRANCISCO MAKING FINDINGS AND ESTABLISHING (1) A CITY -WIDE MORATORIUM ON THE ISSUANCE OF USE PERMITS, BUILDING PERMITS, OR ANY OTHER APPLICABLE ENTITLEMENT FOR LARGE FORMAT RETAIL OR SUPERSTORE USES AND (2) A MORATORIUM ON THE ISSUANCE OF USE PERMITS, BUILDING PERMITS, OR ANY OTHER APPLICABLE ENTITLEMENT FOR GROCERY USES IN THE EAST OF 101 AREA. WHEREAS, the City of South San Francisco ( "City ") has an overriding interest in planning and regulating the use of property within the City. Implicit in any plan or regulation is the City's interest in maintaining the quality of urban life and providing access to resources and services near the City's neighborhoods. Providing convenient access to quality grocery uses is integral to the social, environmental, public health, and economic values of the City's neighborhoods; and WHEREAS, the introduction of new large format retail or superstore uses in the City may adversely affect the City's ability to attract and retain quality grocery stores in the City; and WHEREAS, the introduction of grocery uses in the East of 101 Area may adversely affect the City's ability to attract and retain quality grocery stores on the west side of the City, where the City's residential neighborhoods are concentrated; and WHEREAS, permitting the introduction of new large format retail or superstore uses in the City or grocery uses in the East of 101 Area may adversely affect the City's economic vitality, and may result in threats to public health, safety, or welfare; and WHEREAS, the City's Zoning Ordinance (SSFMC § 20.620.004) defines Large Format Retail as "retail establishments (over 80,000 square feet of sales area) that sell merchandise and bulk goods for individual consumption, including membership warehouse clubs and superstores." WHEREAS, the City's Zoning Ordinance (SSFMC § 20.620.004) includes traditional grocery uses as Food and Beverage Retail Sales: "Retail sales of food and beverages for off -site preparation and consumption. Typical uses include food markets, convenience markets, groceries, liquor stores, and retail bakeries." WHEREAS, the South San Francisco Zoning Ordinance allows Large Format Retail uses "by right" in certain locations in the City, including in the East of 101 Area. When a use is allowed "by right," it is not subject to a discretionary approval that could impose conditions on the use; and -1- WHEREAS, "Superstore" uses are commonly defined as large scale retail uses, that include a grocery or food sales component; and WHEREAS, the City's Zoning Ordinance does not separately define or regulate "Superstore" uses; and WHEREAS, as a result, Superstore uses with a traditional grocery component may be permitted "by right" as Large Format Retail in locations where a stand -alone grocery store would be classified as Food and Beverage Retail Sales, and require a Conditional Use Permit; and WHEREAS, it is the City's intent, in consideration of other existing and potential uses within the City, to provide its residents with convenient and efficient access to duality grocery uses, which will be effectuated by a comprehensive study and possible revisions to the City's Zoning Ordinance; and WHEREAS, the City Council finds that issuing use permits, building permits, or other entitlements for Large Format Retail or Superstore uses throughout the City, or grocery uses in the East of 101 Area, would pose a current and immediate threat to the public health, safety, or welfare, since such uses could potentially create conflicts with surrounding land uses and could conflict with the City's long -term planning goals; and WHEREAS, the California Constitution, Article XI, section 7, provides cities with the authority to enact ordinances to protect the health, safety, welfare and morals of their citizens, and zoning regulations are a permissible exercise of this authority; and WHEREAS, it is necessary for the City to study the impact such facilities may have on the public health, safety, and welfare, and the need to potentially revise the City's Zoning Ordinance; and WHEREAS, to protect the City's investment in its planning efforts, ensure that the City's long -term planning goals and strategies can be achieved in an effective and timely manner, and to avoid a current and immediate threat to the public health, safety, or welfare, the City proposes adopting a moratorium on the issuance of use permits, building permits, or other entitlements for Large Format Retail or Superstore uses throughout the City, and grocery uses in the East of 101 Area; and WHEREAS, Government Code section 65858(b) allows the City to adopt an interim ordinance that imposes a moratorium on such entitlements in order to protect and preserve the public peace, health, or welfare; and, WHEREAS, adoption of this ordinance does not require review under the California Environmental Quality Act (Pub. Resources, Code, §§ 21000, et seq., "CEQA ") based on the following: -2- (1) This ordinance is not a "project" within the meaning of section 15378 of the State CEQA Guidelines, because adoption of a temporary moratorium has no potential for resulting in either a direct or indirect physical change in the environment. (2) This ordinance is categorically exempt from CEQA pursuant to section 15308 of the CEQA Guidelines as a regulatory action taken by the City pursuant to its police power and in accordance with Government Code section 65858 to assure maintenance and protection of the environment pending the evaluation and adoption of contemplated local legislation, regulation and policies. NOW THEREFORE, the City Council of the City of South San Francisco does hereby ORDAIN as follows, adopted as an interim ordinance, under the provisions of California Government Code section 65858: 1. Incorporation of Recitals. The City Council finds that all Recitals are true and correct and are incorporated herein by reference. 2. Definitions. For purposes of this Ordinance, Large Format Retail use shall be as defined in Section 20.620.004 of the South San Francisco Municipal Code. "Grocery" use shall include traditional grocery stores as contemplated by the Food and Beverage Retail Sales classification in Section 20.620.004 of the South San Francisco Municipal Code. "East of 101 Area" shall be defined as the area bounded by the San Francisco Bay on the east side, U.S. Highway 101 and the rail lines on the west, the City of Brisbane on the north, and San Francisco International Airport on the south. 3. Moratorium Imposed. In accordance with the authority granted the City of South San Francisco under Article XI, section 7 of the California Constitution and California Government Code section 65858, from and after the date of this Ordinance, no use permit, building permit, or other applicable entitlement shall be approved or issued for any Large Format Retail or Superstore use within the boundaries of the City, or for any Grocery use in the East of 101 Area. 4. Exception. This Ordinance in not intended to, and shall not prevent an existing Large Format Retail or Grocery use from obtaining permits necessary to effectuate a minor modification to an existing use. As used in this Ordinance, "minor modification" shall include activities such as repairs, and shall not include any expansion or change in nature use. 4. Authority; Urgency Statement. This Ordinance is an interim ordinance, adopted as an urgency measure pursuant to Government Code section 65858 and is for the immediate and long -term preservation of the public peace, health, and welfare. The following facts support this urgency measure: The City has adopted regulations for Large Format Retail and Grocery uses, but has no specific regulations for Superstore uses, which often include a grocery component within a Large Format Retail use. As a result, the current Zoning Ordinance may permit grocery uses as a component of a Large Format Retail use in locations where the City is considering a policy decision to limit or regulate the presence of grocery uses. As part of its mandate to provide for the health and welfare of its citizens, the City desires to maintain a Zoning Ordinance -3- which provides quality resources in locations convenient to its residents, and to this end, seeks to support the traditional grocery market in locations convenient to the City's neighborhoods. Unregulated locating of such Superstore uses may be in conflict with the purpose and intent of the Zoning Code. Accordingly, there is a current and immediate threat to the public health, safety, .or welfare and the approval or issuance of use permits, building permits, or other applicable entitlements for Large Format Retail uses City -wide, or Grocery uses in the East of 101 Area, would result in that threat to public health, safety, or welfare. In order to maintain comprehensive and sound land use planning, the City seeks to study applicable Zoning Ordinance amendments, use permit requirements, and other land use entitlement requirements for Superstore uses. Allowing land use entitlements for these uses before the City has an opportunity to update its regulations could lead to conflicts amongst various land uses and conflicts with the City's long -term planning goals. 5. Issuance of Land Use Entitlements in Violation of this Moratorium Declared Public Nuisance. The issuance of use permits, building permits, or other applicable entitlements for Large Format Retail uses City -wide, or Grocery uses in the East of 101 Area, as defined in this Ordinance, during the duration of this moratorium or any extension thereof, is declared to be a public nuisance. Violations of this Ordinance may be enforced by any applicable laws or ordinances, including but not limited to injunctions, or administrative or criminal penalties under the South San Francisco Municipal Code. 6. Compliance with California Environmental Quality Act (CEQA). This Ordinance is not a "project" within the meaning of section 15378 of the State CEQA Guidelines, because it has no potential for resulting in a direct or reasonably foreseeable indirect physical change in the environment. It temporarily prevents certain physical changes in the environment pending study and potential adoption of zoning amendments or policies regulating Large Format Retail or Superstore uses. Furthermore, this urgency ordinance is categorically exempt from CEQA under Guidelines section 15308 because it is a regulatory action taken by the City, in accordance with Government Code section 65858, to assure maintenance and protection of the environment pending consideration of amendments to City's Zoning Ordinance. 7. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the Ordinance, including the application of such part or provision to other persons or circumstances, shall not be affected thereby, and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. 8. Effective Date. This Ordinance shall become effective immediately upon adoption, if adopted by at least four -fifths vote of the City Council, and shall be in effect for forty -five (45) days from and after the date of adoption, unless extended by the City Council as provided for in Government Code section 65858. -4- Introduced and adopted as an Interim Ordinance of the City of South San Francisco at a regular meeting of the City Council held the 12th day of December, 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Interim Ordinance this 12th day of December, 2012. 2011291.1 -5- Mayor 1 Tim L. Cooksey, Vice President 1605 Curtis Bridge Road, Wilkesboro, NC 28697 Phone: 336 -658 -4000 December 7, 2012 Krista Joy Martinelli City Clerk, City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 To the Honorable South San Francisco City Council: We are writing concerning the Interim Ordinance regarding large format retail uses that we understand is scheduled for discussion at the December 12, 2012 City Council meeting. In particular, we are writing to share our concerns at the Council taking any action to limit large format retail or grocery uses at our leased store located at 600 -790 Dubuque Avenue, as this would likely adversely affect the value, and unreasonably limit the use, of the current Lowe's property. Since 2008, Lowe's has proudly served its neighbors in South San Francisco and throughout the greater San Mateo County area. However, Lowe's — as well as the property owner — must be able to retain a reasonable amount of flexibility in the use of the property should market conditions change in the future. Should Lowe's at some time determine that operations can no longer continue at 600 -790 Dubuque Avenue (a retail space of over 100,000 square feet), there are only a small number of retailers that would consider tenancy of this location as a second generation lease even under the current zoning. Other potential retailers that traditionally tenant retail spaces over 100,000 square feet include general merchandise /department stores, discount club stores, and mixed variety superstores. This is a very limited group of potential users. To enact more restrictive zoning that would further reduce the possible re -use of the Lowe's property could potentially deprive the property of all reasonable economic use. By imposing a moratorium upon or excluding large format retail and/or grocery uses from future tenancy at 600 -790 Dubuque Avenue, the City Council would significantly reduce Lowe's (and the property owner's) ability to re -tenant this space, likely resulting in a vacant building and the loss of jobs and sales tax revenue in South San Francisco, as well as imposing an unreasonable limitation on the people of South San Francisco and San Mateo County to choose where to shop. This limitation would also be an unfair burden on Lowe's since it would deprive our Company of property rights we obtained along with the City Council's approval of the project in August of 2006. Maintaining the existing allowed uses at this location, including grocery, general merchandise, other large format retail or any combination of these uses, is essential to preserve the value and marketability of this property. In the event that Lowe's needs to discontinue its current use of this property as a home improvement warehouse store in the future, it will need to retain the right and flexibility to find a suitable replacement tenant whose use is consistent with the uses approved by the City for this location at the time of our lease signing. In light of the foregoing, we urge the City Council to reject any action that would adversely affect the value and flexibility of our current lease by limiting large format retail or grocery uses at this location. Government Code Section 54957.5 SB 343 Agenda Item #14 City Council Agenda Item # 14 CITY OF SOUTH SAN FRANCISCO INTEROFFICE MEMORANDUM c4orovmm DATE: December 11, 2012 TO: Honorable Mayor and City Council FROM: Steven T. Mattas, City Attorney By: Melissa D. Andrikopoulos, Assistant City Attorney SUBJECT: Lowe's Assistant General Counsel Communication Regarding Proposed Interim Ordinance Adopting Moratorium In addition to the letter received from Lowe's Vice President of Real Estate dated December 7, 2012, which was included in your agenda packet for the upcoming meeting, I have received two additional communications from the Assistant General Counsel at Lowe's . The second letter, dated December 10, 2012, suggests a modification to the proposed interim ordinance. I am providing these letters to you at the request of the Assistant General Counsel. I am happy to answer any questions you may have. cc: Barry Nagel, City Manager Marty Van Duyn, Assistant City Manager Susy Kalkin, Chief Planner Gerry Beaudin, Principal Planner 2014892.1 LOWES VIA EMAIL December 10, 2012 Steven T. Mattas, Esq. City of South San Francisco City Attorney Meyers Nave 575 Market Street, Suite 2600 San Francisco, CA 94105 smattase,meyersnave.com Re: Lowe's of South San Francisco (Proposed Interim Ordinance establishing a moratorium) Dear Mr. Mattas: Please note that while Lowe's does not believe the Seifel report justifies the adoption of any Ordinance imposing a moratorium on Large Format Retail or Grocery uses, if the City feels it must adopt something, then we respectfully request that the first Paragraph 4 of the proposed Ordinance be revised to say: "4. Exception. This Ordinance is not intended to, and shall not prevent an existing Large Format Retail or Grocery use. operating pursuant to a valid use permit and associated approvals. from obtaining permits necessary to effectuate a minor modification to its improvements. As used in this Ordinance, "minor modification" shall include activities such as repairs and remodeling, and shall not include any expansion of an existing building." We believe that with this change the Council could delay the development of new Large Format Retail or Grocery uses for the majority of the City pending further study, while preserving Lowe's vested property, rights at our current store location. Hopefully you can pass this request on to City Staff and the Council well before the Council meeting on Wednesday. Thank you for your assistance in this regard. Sincerely, Thomas E. Maddox / Vice President — Assistant General Counsel P.S. Please do include my letter of December 7, 2012 in the public record for this matter. Thanks. 5051 Avenida Encinas, Carlsbad, California 92008 . (760) 268 -0957 _1_ LOUIE'S VIA EMAIL December 7, 2012 Steven T. Maras, Esq. City of South San Francisco City Attorney Meyers Nave 575 Market Street. Suite 2600 San Francisco, 94105 smatias@meyersnave.com Re: Lowe's of South San Francisco Dear Mr. Matas: 1 am writing to you to express Lowe's concern regarding a Notice of Public Hearing our landlord has received for a hearing to be held on December 12, 2012 regarding a possible interim Ordinance establishing (1) a City -wide moratorium on the issuance of Use Permits, Building Permits, or any other applicable entitlements for large format retail or superstore uses and (2) a moratorium on the issuance of Use Permits. Building Permits, or any other applicable entitlement for grocery uses in the East of 101 area. As you may recall.. Lowe's entered into a contingent ground lease in 2005 to lease the property located at 600 -790 Dubuque Avenue from the landowners. In 2006 we waived all of our contingencies, closed on the ground lease, and spent millions of dollars building our store_ We did so only after the City of South San Francisco granted all of the necessary discretionary approvals for this project at its City Council Meeting on August 9, 2006. The existing Lowe's lease allows the premises to be used for any lawful purpose. In addition, we have the unrestricted right to assign our lease or sublease the premises to another user, subject, of course, to the lawful use requirement. As such, we are deeply troubled by any notion that the City might take action to take rights away that we currently have under our existing lease and land use entitlements. In this regard, we are aware that you sent a letter to Judy Davidoff with Sheppard Mullin Richter & Hampton on May 10, 2012 giving your opinion that; "Because the Site operates pursuant to a valid use permit and its associated approvals, a transfer of the use at the Site would not require any additional discretionary approvals, assuming that the new user accepts all obligations contained within the 2006 approvals ". 5051 Avenida Encinas, Carlsbad, California 92008 . (760) 268 -0957 -7- 121612012 Page:2 Naturally, Lowe's is concerned about any plan to take away by moratorium or other action any of the rights that we currently hold as an incident to our leasehold ownership at this location. I would therefore appreciate it if you could call me as soon as possible to discuss this mater in more detail. Thank you for your assistance. /Sincerely, Thomas E. Maddox Vice President — Assistant General Counsel P.S. I am attaching for your information a copy of a letter from our Vice President of Real Estate addressed to the City expressing some of his concerns regarding this matter. " I. 1 Tim L. Cooksey, Vice President 1605 Curtis Bridge Road, witkesbam, NC 28697 Phone: 336 - 6584000 December 7, 2012 Krista Joy Martinelli City Clerk, City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 To the Honorable South San Francisco City Council: Vi'e are writing concerning the Interim Ordinance regarding large format retail uses that we understand is scheduled for discussion at the December 12, 2012 City Council meeting. In particular, we are writing to share our concerns at the Council taking any action to limit large format retail or grocery uses at our leased store located at 600 -790 Dubuque Avenue, as this would likely adversely affect the value, and unreasonably limit the use, of the current Lowe's property- Since 2008, Lowe's has proudly served its neighbors in South San Francisco and throughout the greater San Mateo County area. However, Lowe's - as well as the property owner - must be able to retain a reasonable amount of flexibility in the use of the pro perty should market conditions change in the future. Should Lowe's at some time determine that operations can no longer continue at 600 -790 Dubuque Avenue (a retail space of over 100,000 square feet), there are only a small number of retailers that would consider tenancy of this location as a second generation lease even under, the current zoning . Other potential retailers that traditionally tenant retail spaces over 100,000 square feet include general merchandiseidepartmem stores, discount club stores, and mixed variety superstores. This is a very limited group of potential users. To enact more restrictive zoning that would further reduce the possible re -use of the Lowe's property could potentially deprive the property of all reasonable economic use. By imposing a moratorium upon or excluding large format retail and/or grocery uses from future tenancy at 600 -790 Dubuque Avenue, the City Council would significantly reduce Lowe's (and the property owner's) ability to re- tenant this space, likely resulting in a vacant building and the loss of jobs and sales tax revenue in South San Francisco, as well as imposing an unreasonable limitation on the people of South San Francisco and San Mateo County to choose where to shop. This limitation would also be an unfair burden on Lowe's since it would deprive our Company of property rights we obtained along with the City Council's approval of the project in August of 2006. Maintaining the existing allowed uses at this location, including grocery, genet merchandise, other large format retail or any combination of these uses, is essential to preserve the value and marketability of this property. In the event that "we's needs to discontinue its current use of this property as a home improvement warehouse store in the future, it will need to retain the right and flexibility to find a suitable replacement tenant whose use is consistent with the uses approved by the City for this location at the time of our lease signing. -d- In light of the foregoing, we urge the City Council to reject any action that would adversely affect the value and flexibility of our current lease by limitine large format retail or g[ocery uses at this location. -S- 588 -0755 tj CLEANERS WRIGHr r. J. &JCS ECk INC NG _ ,S ' .. , ah Or ` / f G.a,� , `1 Caltrafn Arena Station A � rgn jRAND AVE. HARD M South San Francisco THE BIR THPLAU Uf MIECHWLOGV Our Goal Is A Livable City Environment Table of Contents . Letter to City Council . Increased Traffic Congestion . Losses to Small Businesses and Jobs . Less Revenue and Higher Costs to Reconnect Grand Avenue South San Francisco SSF Merchants, Labor and Community Groups for Responsible Growth Recommendations Paee 1 2 SSF Merchants for Resnonsible Growth I I , I I I8 �f, P �Y 5 •Y December 12, 2012 To: Mayor and Members of the City Council of South San Francisco Attached please find a brief summary of the available information on how allowing, the use permits, building permits, or any other applicable entitlement for large format retail or superstore uses to locate East of 101 would impact our City. We share SSF's downtown station area special plan goals for achieving a livable city environment, which include: Transit Oriented Development - all modes of transportation, including walking and bicycling as well as rail and auto - should be planned for, and none favored. Making the Caltrain Station area a desirable place to walk, bike, shop and live. Reconnecting Grand Avenue, so that the exciting new Oyster Point and Gateway developments can enjoy - and support - South City's historic downtown businesses and merchants. Based on the data we have reviewed, allowing a Large Format Retail or Superstore use would create a barrier to meeting the Downtown Plan's goals: • Auto - and -Truck Oriented Development - traffic congestion would worsen on both sides of the freeway, and the city's own 2011 traffic study for Oyster Point could not be implemented, or would be much more costly. • Losses to small business and jobs - South City's other retail establishments could lose more than 500 jobs over ten years if a typical size Large Format Retail or Super Store located on the East Side of 101. Lower City revenues from retail sales and property taxes than from a mixed -use commercial development. We note that the last environmental impact report for this area was done in 1997. A lot has changed in 15 years. It is essential to have an updated review of the facts before the City commits to allowing a Large Format Retail or Superstore to locate on the East Side of 101. Therefore, we recommend that the City adopt an interim ordinance that establishes a City -Wide moratorium and for the next step, require a conditional use permit for any big box retail business locating East of 101, that its impact on the Caltrain downtown plan, merchants and jobs, and traffic congestion can be objectively reviewed and understood by the public and the Council. Thank you for your attention and consideration. SSF Merchants for Responsible Growth Paee 1 3 SSF Merchants for Responsible Growth Our Goal Is A Livable City Environment Increased Traffic Con eg stion A Big Box Store would increase traffic and vehicle pollution, and disrupt South San Francisco's latest study on how to ease traffic congestion East of 101. Increased Air Pollution A full Environmental Impact Report for this area has not been performed since 1997. The 1997 EIR did not evaluate the air quality and human impacts of increased truck traffic and diesel exhaust exposure. However: a 1999 study by Daniel T. Smith of Smith Engineering and management Company found that a Big Box store such as Walmart would cause an increase of diesel exhaust that would increase the risk of cancer by 0.002 %. Increased Truck Traffic A big box would bring vastly increased truck traffic to both sides of 101. The city's 1999 General Plan - its latest - restricted truck traffic along Airport Boulevard between Miller and Baden Avenues because the intersection spacing is short (less than 400 feet). Even with 1999's average length of 55 feet for trailer trucks, the increased truck traffic would not leave enough room for cars to queue between the intersections. Additionally, the geometric constraints at the Airport Boulevard/Grand Avenue Intersection would make it difficult for trucks to turn, which also results in lowering the capacity of the intersection and increases traffic delays to all motorists. Disrupt the City's 2011 Oyster Point and Gateway Development Traffic Plans According to the January 2011 "Traffic Study for the East of 101 Area in South San Francisco ", prepared for the city by TKJM Associates, additional traffic congestion from a big box store on Dubuque Avenue would: • Make what is currently the worst intersection in the study area much worse: "Under Existing Conditions, all signalized study intersections currently are operating at acceptable City standard of LOS D or better except Dubuque Avenue /US 101 Northbound and Southbound Ramps (LOSE during the p.m. peak period). Disrupt one of the study's key recommendations to ease future traffic problems caused by Oyster Point's development: "relocating the northbound US 101 /Grand Avenue /Airport Boulevard on -ramp to Dubuque Avenue. Paee 1 4 SSF Merchants for Resnonsihle Growth Our Goai Zz A Livable City Environment Losses to Small Business and Jobs A study published in the Journal of Urban Economics, Mar. 2008 found that the opening of a Big Box retail store reduced local retail employment by 150 jobs. Typical Big Box /Formula retail stores employ an average of 360 workers, which suggests that for every new retail job created , 1.4 jobs are lost as existing businesses downsize or close. If these findings are applied to South San Francisco, the city's current retail businesses would lose more than 500 iobs - a net loss of 144 iobs. The study also found that, in 2008, the arrival of a Big Box /Formula retail reduced total county- wide retail payroll by an average of about $1.2 million. • The value of Big Box /Formula retail to the economy will likely be less than the value of the jobs and businesses it replaces. A study estimating the future impact of Big Box/Formula Retail on the grocery industry in California found that "the full economic impact of those lost wages and benefits throughout southern California could approach $2.8 billion per year." • A study of Chicago in 2009 shows that businesses within one mile of a Walmart Supercenter have a 25% chance of shuttering in the first year, and a 40% chance of shuttering by the second year, when compared with stores farther than one mile from the Supercenter. • Local businesses keep more money in the community. A 2009 study of the differential impact of locally -owned businesses and big -box stores in New Orleans shows that while big -box stores only recirculate 16% of revenues into the community, locally -owned businesses recirculate twice as much. • A 2011 study of the St. Louis region found that as public tax dollars were diverted to big box retailers and shopping malls — more than $5.8 billion over 20 years — small business suffered. Over 600 small businesses (10 employees or less) closed during this time while retail sales have not increased in years. • A 2009 study from the Center for Economic Studies at the U.S. Census Bureau found that the entry and growth of big -box stores has a strong negative impact on the growth and survival of nearby independent and small -chain stores selling the same types of goods. • Jobs promised are not supported by the research. In fact, a "Lake Placid Study" stated: "For every job created by Wal -Mart 1 'h jobs were eliminated in the small business sector ". (Wharton Study) • According to the Orange County Business Council report increases in sales tax to local municipalities is largely a Myth: The study stated that over the first two years sales increase, however fall below the original bench mark thereafter. This figure is compounded if any financial incentives are applied (i.e. Sales tax rebates, incremental financing). Simply stated increase sales tax is siphoned off due to selling the same or similar items and therefore has no positive economic impact. Paee 1 5 SSF Merchants for Resnonsible Growth Our Goad viz A Livable City Environment Less Revenue and Higher Costs for the City Studies have shown that Big Box /Formula retail promises to bring more revenue to city coffers do not hold up. In fact, the opposite is true, it would mean less revenue and higher costs for the city: Challenges to Property Tax Assessments: A 2011 study found that "Big Box/Formula retail systematically challenges local property tax assessments, costing local governments several million dollars a year in lost revenues and legal expenses ". Study Results: The study examined a 10 percent random sample of Big Box /Formula Retail businesses over a five year period, and found that at least one assessment challenge was filed at 35 percent of the stores. If those findings hold true for South San Francisco, the city would face abetter than 1 -in -3 chance of undergoing costly litigation and possible loss of tax revenue if a Big Box /Formula retail store is allowed. • Lower Retail and Property Taxes: Another study found that a Big Box /Formula Retail would generate only about half as much in retail taxes per acre, and ten times less in total property taxes, as a downtown mixed -use development. Paee 1 6 SSF Merchants for Responsible Growth Our Goa/ Is A Livable City Environment Reconnect Grand Avenue A Large Format Retail or Superstore East or 101 Avenue create a wall between East and West South San Francisco. Grand Avenue will not be re- connected. The Caltrain station area will remain an unpleasant place, to be avoided or escaped as quickly as possible, for both new and old South City residents. Oyster Point Development South San Francisco envisions a major high tech/R &D /upscale commercial/hotel development east of 101, in an area bounded by Oyster Point Blvd on the north and SFO on the south. The city's goal is to draw the right kind of firms (biotechnology and other highly -paid, non - polluting, growth industries, along with the hordes of consultants and other "business park" types that go with them), to support high -end restaurants, shops and hotels and other businesses. Caltrain Station Area For the health of South San Francisco's current merchants and residents, crucial to this vision is "reconnecting Grand Avenue" by ensuring that the new Caltrain station anchors a vital, accessible neighborhood that both attracts people and reduces traffic impacts. If that happens, Oyster Point's upscale workers can enjoy the amenities of a "traditional small town" downtown on Grand Avenue, El Camino, and in South City's other historic business districts, and the city's current merchants and other businesses will attract new business and thrive. Paee 1 7 SSF Merchants for Resnonsible Growth Y4' S F Mra P g e 1 S F c t w SSF Merchants, Labor and Communitv Groups for Responsible Growth Recommendations • We recommend that the City Council adopt the recommendation that the City Manager, Barry Nagel and the Assistant City Manager, Marty Van Duyn recommended in their Staff Report " An Interim Ordinance of the City of South San Francisco make findings and establishing (1) A City -Wide Moratorium on the issuance of use permits, building permits, or any other applicable entitlement for large format retail or superstore uses and (2) A Moratorium on the Issuance of use permits, Building Permits, or any other applicable entitlement for uses in the East of 101 area. • We recommend that the moratorium be expanded from Forty Five Days to Ninety Days which will allow sufficient time to develop permanent solutions for discussion • We recommend a Conditional Use Requirement Ordinance be approved for large scale formula retail businesses. We believe this action is necessary because: • The last environmental impact study of this area was done in 1997. To fully understand if any large scale retail business is compliant with the General Plan, Oyster Point Plan and the Caltrain Development plan policies and objectives, a complete environmental review is necessary. We recommend a conditional use permit process as the clearest path to good decision - making. Large Format Retail or a Superstore any similar store East of 101 would: • be a barrier to reconnecting Grand Avenue, and instead divide East from West SSF • vastly increase traffic congestion and pollution, and contradict the city's 2011 traffic study plans for that area • cause economic losses to small businesses and cost more than 500 jobs • lower city revenues from property and retail sales taxes 8 SSF Merchants for Responsible Growth December 10, 2012 City Council City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Re: 600 -790 Dubuque Ave. South San Francisco Proposed Moratorium Dear Honorable Members of the South San Francisco City Council: Government Code Section 54957.5 SB 343 City Council Agenda Item # 14 Project 101 Associates is the owner of the property located at 600 -790 Dubuque Avenue in South San Francisco. We are writing to express our significant concern with respect to the December 12, 2012 public hearing at which the City Council will consider a possible interim Ordinance establishing (1) a City -wide moratorium on the issuance of Use Permits, Building Permits, or any other applicable entitlements for large format retail or superstore uses and (2) a moratorium on the issuance of Use Permits, Building Permits, or any other applicable entitlement for grocery uses in the East of 101 area. As you may know, prior to 2005 our property contained several single -floor buildings that were leased to various tenants. Although this configuration was profitable for us, the City of South San Francisco made it clear that it wanted us to upgrade and redevelop the site. Thus, in 2005, in collaboration with the City of South San Francisco, we leased a significant portion of the property to Lowe's. Lowe's and /or Project 101 have razed the old structures, graded and improved the site, and erected a single building in excess of 100,000 square feet that is currently occupied by a Lowe's home improvement warehouse store. Also, West Marine was expanded twofold to its current size of 13,200 square feet. In addition, Project 101 and /or Lowe's invested a great deal of money in the entitlement process. Together with Lowe's and our lender we have invested millions of dollars into improving this part of South San Francisco. We believe we all can agree that the current redevelopment is a vast improvement over the previous iteration and of significant benefit to the city of South San Francisco and its residents. Throughout this process, we have worked hard to build a good relationship with South San Francisco and advance the strategy proscribed in the long term plan for the city. This process, however, has resulted in a configuration of our property that has a very limited number of potential users. In essence, we invested in this property to benefit South San Francisco, and in turn South San Francisco agreed that it would support our use of the property. In that light, Project 101 opposes any restrictions that negatively affect the value of its land and its improvements. While we are comfortable that this city council's guiding principal is to foster the climate for business and commerce and promote business which is of direct benefit to its citizens, which in turn creates revenue for the city, we are concerned that this proposed legislation would have the opposite effect. DocS- 93805024 -v4 500 Third Street, Suite 505, San Francisco, CA 94107 (415) 778 -3900 Fax: (415) 778-3909 12112112 Page: 2 Further, in this case it appears that the restrictions being contemplated are specifically targeted toward our property. There are very few sites in the subject area where this moratorium would conceivably apply. There are a limited number of potential users of a facility the size of Lowe's. Besides home improvement warehouse stores, the potential users of a facility this size include "club" type stores, possibly an Ikea or similar destination retail store, and so- called "super- stores". We are not aware of any other property in our general vicinity improved with a structure like ours, nor are we aware of any other projects that would create such a property. The only logical conclusion is that the City of South San Francisco is attempting to restrict our property in particular. Any use restrictions would significantly decrease our ability to ensure this property is occupied and profitable. Our lease with Lowe's is premised on the free ability of Lowe's to assign or sublease its premises to any user that is compatible with an improvement of this size. In other words, all of the various entities involved here made this investment into the community based on what we believed to be an understanding that in exchange for improving our property, we would be able to use the large structure for any of the uses that were then permitted under the existing property zoning. We query why the City is considering action to eliminate rights away that we currently have under our existing entitlements. The Siefel Report (October, 2012) does not warrant any such action. It concludes that, at most, a "superstore" use in our area might cause a slight impact (less than 9 %) on one or two nearby stores that are currently showing evidence of decline. Why would the City propose restricting new cash injection into the community to preserve existing uses by owners that have allowed their stores to become run down? Population and household growth, per the Siefel Report, are projected to exceed County average, and yet the City is considering restricting use by grocery stores? City income is below average, and yet the City is considering restricting a discount retailer? This seems to stand in stark contrast to the stated long term goals of the city. We hope the council will vote down this legislation as it is clearly detrimental to the long -term interests of the residents of the City and its business population. Sincerely, David Bressie Dots- 03805024 -v4 DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: AN AMENDMENT TO THE FINAL TERRABAY SPECIFIC PLAN PHASE III, PRECISE PLAN AND TDM PROGRAM TO MODIFY CONDITIONS OF APPROVAL A.21 AND A.22 TO RELEASE THE PROJECT SPONSOR (PROJECT SPONSOR) FROM THE DAY CARE CENTER OBLIGATION, REQUIRE PAYMENT OF A CHILD CARE IMPACT FEE AND ALLOW A FITNESS CENTER OR OTHER PERMITTED RETAIL USE IN ITS PLACE ABOVE THE SOUTH TOWER RETAIL CONCOURSE AT ONE TOWER PLACE IN THE TERRABAY SPECIFIC PLAN ZONE DISTRICT IN ACCORDANCE WITH SOUTH SAN FRANCISCO MUNICIPAL CODE CHAPTERS 20.240, 20.310, 20.400, & 20.530. Owner/ Applicant: Myers Peninsula Venture, LLC Case No.: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Env. Doc.: Addendum to the 1998/99 and 2005 Certified Supplemental Environmental Impact Reports (SEIRs) and 2006 and 2008 Addenda pursuant to California Code of Regulations Title 14, Chapter 3 RECOMMENDATION: It is recommended that the City Council, by motion, adopt the attached resolutions to: (1) approve the 2012 Addendum to the 1998/99 and 2005 Supplemental Environmental Impact Reports and 2000, 2006 and 2008 Addenda as the appropriate environmental document for the Project; and (2) approve amendments to the Terrabay Specific and Precise Plans and TDM Program to modify Conditions of Approval A.21 and A.22, to allow a change in use from a child care center to a permitted retail use. BACKGROUND/DISCUS S ION Planning for the Terrabay project began in the early- 1980's encompassing a three phased development on the east and southeast slopes of San Bruno Mountain. Residential, retail commercial, commercial office, open space, habitat preservation and recreation are the permitted land uses. Various modifications and refinements to the original land use plan have been requested and conditionally approved since 1982. The most salient modifications to the Terrabay Project were in 2000, refined in 2006 and again in 2008. Staff Report Subject: Centennial Towers Child Care Amendment Date: December 12, 2012 Page 2 of 4 The approved project (2008 Project) consists of office and retail development in two towers, a shared use performing arts facility /meeting room, child care center, structured and surface parking and a Transportation Demand Management Program (TDM Program). TABLE 1 2008 APPROVED TERRABAY PROJECT Gross Square Feet SOUTH TOWER Office 313,002 Commercial Retail 11,544 Child Care 5,794 Performing Arts/Meeting 4,433 Sub Total 334,773 Parking 962 spaces NORTH TUVI,ER Office 352,026 Commercial Retail 12,465 Product Design Studio 15,007 Sub Total 379,498 Parking 990 spaces TOTALS Office 665,028 Commercial Retail 24,009 Child Care 5,794 Performing Arts/Meeting 4,433 Product Design Studio 15,007 Total 714,271 Total Parkin 1,952 spaces The project is being constructed in two phases. The South Tower received a Certificate of Completion in June, 2009. Construction of the North Tower is delayed by Project Sponsor until the South Tower is fully leased. 2012 Project Description Project Sponsor is requesting an amendment to Planning Conditions of Approval A.21 and A.22 which triggers associated amendments to the Final Terrabay Phases II and III Specific Plan (Specific Plan) and Precise Plan. The amendments are requested to release Project Sponsor's obligation to provide a child care facility within the project and allow for a Terrabay Specific Plan permitted retail use in its place. The space for the childcare center is located on the second floor of the South Tower as shown on the drawings in Attachment IV consisting of 5,794 square feet of interior space and 7,502 square feet of exterior space. The interior and exterior shell for the center was constructed in 2009 and tenant improvements would have ensued upon securing a day care provider. Staff Report Subject: Centennial Towers Child Care Amendment Date: December 12, 2012 Page 3 of 4 Project Sponsor is seeking approvals to initially occupy the space as a fitness center; a permitted retail use within the Terrabay Specific Plan Zoning District provided that the center is "...associated with the office use as an office - worker support use and a TDM measure" (SSFMC 20.240.003.B.4). Project Sponsor is also seeking approvals to retain the flexibility to replace the fitness center with a Terrabay Specific Plan permitted retail use. The center is proposed to be open to building occupants (the Centennial Towers project as a whole) and to the general public on a membership basis. SSFMC Section 20.240.003.B.5, 6, 7 and 12 ( Terrabay Specific Plan Zoning District) identifies eating and drinking establishments, retail sales and personal services as permitted uses. Permitted uses also include accessory service and retail uses associated with office use and support, a use defined as a TDM measure and retail uses that serve the project as a whole. These types of retail commercial uses are permitted on the ground floor of the project without entitlement review. Specific and precise plan modifications are triggered because the child care facility is specifically programmed and required, and shown as being located on the second floor in both documents. The proposed amendments to the Specific Plan, Precise Plan and conditions of approval would eliminate the child care center from the project and obligate Project Sponsor to pay the City's Childcare fee per SSFMC Chapter 20.310, estimated to be $409,963. The specific plan amendment also includes clarification of the types of retail uses permitted in the Terrabay Specific Plan District. The uses are defined as "high quality commercial and restaurant uses recognized nationally by their name" and described more fully in the Planning Commission staff report (Attachment IV) and resolution of approval in Attachment II. The outdoor area is proposed to be improved as a public seating area for all project tenants and visitors. The outdoor area is shown to include boxed trees, outdoor furniture and seating and a fire pit. The timing to complete the outdoor area improvements would occur concurrent with the South Tower being 85 percent occupied (see Attachment IV). The recommended conditions of approval would require this space to remain as an outdoor amenity regardless of the occupant or use in the adjacent interior space. Environmental review was conducted and an addendum to the 1998/99 and 2005 SEIRs and 2000, 2006 and 2008 Addenda is recommended. Findings of Overriding Considerations would need to be re- adopted for four significant unavoidable impacts adopted by the City Council in February 1999, 2000, 2006 and 2008 relating to air quality and traffic. The 2012 TDM Program is included as an attachment to the environmental document (Attachment II). Revisions to the TDM Program assure that the project would meet the 32 percent mode shift required by ordinance. Planning Commission Action- November 1, 2012 The Planning Commission voted 7 -0 to recommend adoption of the environmental addendum and 6 -1 to approve the legislative and entitlement request. The dissenting vote noted concern with the number of amendments that have occurred with this project, and specifically with pushing project amenities further out in the timeline. However, there was strong appreciation noted from all Commissioners for the overall project, and hopes that the amenities would be installed as soon as practical. Staff Report Subject: Centennial Towers Child Care Amendment Date: December 12, 2012 Page 4 of 4 CONCLUSION: The proposed 2012 Project would not increase impacts associated with site development and operations. The 2012 Amendment extends the commercial component of the project to include an area on the second floor where a child care center and outdoor space was originally proposed and approved in 2006. Project Sponsor is required to pay a child care impact fee in conformance with City ordinance and comply with all adopted conditions of approval. The 2012 Amendment would permit high quality retail, as defined by the City in 2006, reiterated in the specific plan, to occupy the second floor space of the South Tower, and would require the 7,500 square foot outdoor area to be maintained as an amenity for project occupants, visitors and customers. The 2012 Project includes only land uses that are currently permitted on the Terrabay Phase III commercial site; it does not introduce new land uses. The Specific, Precise and General Plan findings adopted by City Council Resolutions No. 82 -2006 and 89 -2008 would not be compromised as a result of the Project. These findings are proposed to be re- adopted and amended as shown in Attachment 1I. The 2012 Project complies with the City's general plan, state planning law and the Terrabay Specific Plan. Therefore, in accordance with the recommendation of the Planning Commission, staff recommends that the City Council adopt the attached resolutions amending the Terrabay Specific and Precise Plan PP06 -s, including conditions of approval A -21 and 22, and the related TDM Program. B , Marty Van Duyn Barry M Nagel Assistant City Manager City Manager Attachments: I. CEQA Resolution with attached 2012 Addendum, TDM Program and MMRP. II. Legislative & Entitlements Resolution with attached conditions of approval. III. Planning Commission Resolution No.'s 2725 -2012 & 2726 -2012 IV. Planning Commission Staff Report- November 1, 2012 V. Planning Commission minutes. VI. 2012 Project drawings. RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION MAKING FINDINGS AND ADOPTING THE 2012 ADDENDUM TO THE 1996, 1998/99 AND 2005 SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORTS AND 2000, 2006 AND 2008 ADDENDA TO THOSE REPORTS AND ADOPTING THE RELATED STATEMENT OF OVERRIDING CONSIDERATIONS AND MITIGATION MONITORING AND REPORTING PROGRAM FOR THE TERRABAY (CENTENNIAL TOWERS) PHASE III PROJECT WHEREAS, the Terrabay lands have an extensive planning history dating to the early 1980s; and, WHEREAS, the City Council of South San Francisco, pursuant to the California Environmental Quality Act ( "CEQA "), adopted the 2008 Addendum which built upon the previously certified 2005, 1998/99 and 1996 Supplemental Environmental Impact Reports ( "SEIRs "), the 1982 Environmental Impact Report ( "EIR "), the 2000 and 2006 Addenda; and WHEREAS, in July of 2008, the City Council adopted a Mitigation Monitoring and Reporting Program ( "MMRP ") for Terrabay Phase III by Resolution 88 -2008, all of which remains in effect; and, WHEREAS, the City Council approved the 2008 Plan Amendment to the 2006 Final Terrabay Specific Plan, in July of 2008 by Resolution 89 -2008; and, WHEREAS, pursuant to adoption of the 2008 Addendum and certification of the 2005 SEIR, for those impacts of the 2008 Plan Amendment and Final Terrabay Specific Plan that would remain significant and unavoidable, the City adopted a Statement of Overriding Considerations; and WHEREAS, the applicant now requests an amendment to the 2008 Final Terrabay Specific Plan and Precise Plan to allow permitted retail as a supporting use to the office component on the second floor of the South Tower, where the child care center was planned and approved, and payment of a child care impact fee of approximately $410,000 in lieu of constructing the child care center ( "2012 Project "); and, WHEREAS, environmental analysis for the 2012 Project was conducted pursuant to the California Environmental Quality Act, included as Exhibit A to this resolution and incorporated by reference, to determine if additional environmental review was required for the 2012 Project, pursuant to CEQA Guidelines Section 15162. Based on the analysis, the City determined that the potentially significant effects of the 2012 Project were adequately addressed in the previous CEQA documents, including the 2000, 2006 and 2008 Addenda, the 2005 SEIR, the 1998/99 I -1- SEIR, 1996 SEIR and 1982 EIR. The project remains subject to all previously adopted mitigation measures applicable to the project and project site; and WHEREAS, pursuant to Section 15162 of the CEQA Guidelines, no subsequent EIR shall be prepared for the 2012 Project, as no substantial changes have been proposed to the project or the conditions under which the project will be carried out that require major revisions to the previous EIRs. No new significant environmental impacts have been identified and no substantial increase in the severity of previously identified impacts has been discovered. The project remains subject to all previously adopted mitigation measures, as applicable; and WHEREAS, pursuant to CEQA Guidelines Section 15164, an Addendum, included as Exhibit A to this resolution and incorporated by reference ( "2012 Addendum "), was prepared for the 2012 Project, which identifies the project changes and their relationship to the analysis in the previous Addenda, SEIRs, and EIR; and WHEREAS, the Planning Commission held a properly noticed public hearing on November 1, 2012, at which time interested parties had the opportunity to be heard, to review the 2012 Project including the environmental findings, as well as supporting documents, prior to making a recommendation on the 2012 Project; and WHEREAS, a staff report dated December 12, 2012, was submitted to the City Council analyzing the 2012 project and recommending adoption of the 2012 Addendum and the project applications; and WHEREAS, the City Council exercised its independent judgment and analysis, and considered all reports, recommendations and testimony before taking action on the 2012 Addendum and the 2012 Project. NOW THEREFORE, based on the entirety of the record before it, which includes without limitation, (1) the South San Francisco General Plan, and certified General Plan Environmental Impact Report; (2) The Final Phases II and III Terrabay Specific Plan, as amended in 2000, 2006, 2008 and proposed for amendment in 2012; (3) The certified 1982 Terrabay Environmental Impact Report and mitigation and monitoring program; (4) the certified 1996 Terrabay Supplemental Environmental Impact Report; (5) The certified 1998 -99 Terrabay Supplemental Environmental Impact Report and Mitigation Monitoring and Reporting Program; (6) The certified 2005 Supplemental Environmental Impact Report; (7) The 2000, 2006 and 2008 Addenda; with the Mitigation Monitoring and Reporting Program, and (8) All public hearings on the project, including minutes and reports prepared for such hearings, the City Council of the City of South San Francisco, .does hereby RESOLVE as follows: 1. The foregoing recitals are true and correct and made a part of this resolution. 2. The City Council finds that the proposed 2012 Project will not result in any of the conditions identified in CEQA Guidelines section 15162 by permitting a retail use on the second floor of the South Tower as defined herein. 3. Retail use in approximately 5,800 square feet of floor area on the second floor of the South Tower will not create any new significant impacts or substantially more severe impacts Z -2- as compared to those identified and analyzed in the 2000, 2006 and 2008 Addenda and 2005 SEIR, which build upon the 1998/99 SEIR, 1996 SEIR and 1982 EIR. Nor is there in any new information of substantial importance that demonstrates new or substantially more severe significant effects, as compared to those identified in the prior CEQA documents. Nor are any new or additional mitigation measures required to mitigate any impacts of the 2012 Project. 4. The City Council finds that some of the significant and unavoidable impacts identified in the Statement of Overriding Considerations, attached hereto as Exhibit B and incorporated herein, would apply to the 2012 Project, but as detailed in the attached Statement of Overriding Considerations, the benefits of the project continue to outweigh the adverse impacts. 5. Accordingly, the City Council finds that CEQA Guidelines section 15162 does not require any further CEQA review, and that an addendum, pursuant to CEQA Guidelines section 15164, is the appropriate environmental document for approval of the 2012 Project. BE IT FURTHER RESOLVED, that the City Council of the City of South San Francisco does hereby: 1. Adopt the 2012 Addendum, including the related Initial Study and Mitigation Monitoring and Reporting Program, attached hereto as Exhibit A and incorporated herein by reference. 2. Adopt the Statement of Overriding Considerations, as applicable to the 2012 Project, attached hereto as Exhibit B and incorporated herein by reference. I hereby certify the foregoing Resolution was regularly introduced and adopted by t he City Council of the City of South San Francisco at a regular meeting of the City Council held the 12t day of December 2012 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Resolution this day of , 2012. Pedro Gonzalez, Mayor 3 -3- EXHIBIT A 2012 ADDENDUM BACKGROUND 1982 -2012 Planning for the Terrabay project began in the early 1980's encompassing a three phased development on the east and southeast slopes of San Bruno Mountain fronted by Airport and Sister Cities Boulevards. An environmental impact report (EIR) for the project was certified by the City in 19821. The Terrabay Zoning District (Chapter 20.240 South San Francisco Municipal Code (SSFMC)- Zoning) was also created in 1982 accompanied by both a specific and precise plan. Residential, retail commercial, commercial office, open space, habitat preservation and recreation are the permitted land uses. Various modifications and refinements to the original land use plan have been requested and conditionally approved since 1982. Three supplemental environmental impact reports (SEIRs) were prepared and certified in 1996,1998/99 and 2005. Three addenda to the environmental documents have been prepared and adopted in 2000, 2006 and 2008. The approved project (2008 Project) consists of office and retail development in two towers, a shared use performing arts facility, child care center, structured and surface parking and a Transportation Demand Management Program (TDM Program) as shown in Table 1, below. TABLE 1 . 2008 APPROVED TERRt1BAY PROJECT Gross Square Feet SOUTH TOWER Office 313,002 Commercial 11,544 Child Care 5,794 Performing Arts 4,433 Sub Total 334,773 Parking 962 spaces NORTH TOxXER Office 352,026 Commercial 12,465 Product Design Studio 15,007 Sub Total 379,486 Parking 990 spaces TOTALS Office 665,028 Commercial 24,009 Child Care 5,794 Performing Arts 4,433 Product Design Studio 15,007 Total 714,271 Total Parking 1,952 spaces 1 San Mateo County Board of Supervisors also certified the EIR as the 1982 project involved annexation of land into the City of South San Francisco. 4 11re 2012 AMENDMENT (2012 PROJECT) Myers Development Company ( "Sponsor ") is requesting an amendment to the Terrabay Phases II and III Specific Plan (Specific Plan) and Precise Plan, Planning Conditions of Approval #21 and #22 to release the obligation to provide a child care facility within the 2012 Project and allow for fitness center or other retail use permitted by the Final Terrabay Phases II and III Specific Plan in its place. The space for the childcare center is located on the second floor of the South Tower as shown on the drawings in Attachment A. The area consists of 5,794 square feet of interior space and 7,502 square feet of exterior space. The interior and exterior shell for the facility was constructed in 2009 and tenant improvements would have ensued upon a majority of the building being leased and securing a day care provider. Sunlight and shadow studies were conducted in 2006 to identify and develop the optimum area on the site for the outdoor play area (see Figure 27, Terrabay Specific Plan). The outdoor area is surrounded by 42 inch high plaster wall and is largely void of the winds associated with San Bruno Mountain. Prevailing winds are west to east and the mountain and Phase II parking structure shields the outdoor area from excessive rind. Sponsor is seeking permission to utilize the space as a fitness center; a permitted retail use within the Terrabay Specific Plan Zoning District provided the center is "... associated with the office use as an office - worker support use and a TDM measure" (SSFRIC 20.240.003.B.4). Sponsor is also seeking approvals to lease the space in the future to other Terrabay permitted retail uses. The center is proposed to be open to building occupants (the Centennial Towers project as a whole) and to the general public on a membership basis. The center is programmed to include cardio equipment, free weights, a lounge area and a studio for group exercise and yoga classes. The outdoor area is proposed to be improved as a public seating area for building tenants and members of the fitness center. TDM Program The proposed change of use requires a modification to the TDM Program. The child care center is identified in the Terrabay Specific Plan as an amenity to the development on the whole one that, "will favorably affect the trip- generation potential of the Terrabay project... trip- generation and traffic counts will be reduced given the elimination of the need to venture off site..." (page 1 -48, Terrabay Specific Plan). Trip reduction associated with an on -site day care center was also included in the environmental analyses for the project since its inception in 2000. A TDM Program for the project was approved the City in October, 2006 and C /CAG in September, 2008. The 2012 TDM Program targets a 32 percent mode shift. The 2008 Project is required to mitigate 982 peak period trips (2006 Addendum, Attachment A Crane Transportation Group). The approved TDM Program mitigates 1,084 trips, 102 in excess of the C /CAG requirement. The day care center accounts for 100 points in the trip reduction calculations and without the center the trip reduction points would be reduced to two over that required by C /CAG, in absence of modifying the program. The stated purpose of the City's TDM Program requirement is to reduce and mitigate traffic associated with nonresidential development, protect the public health and safety, reduce drive -alone commute trips and provide for monitoring and enforcement of the programs to ensure the targeted mode shift (SSFMC 20.400.001 A -E). There are additional benefits associated with a robust TDM 5 -5- Program which include a reduction in greenhouse gas emissions (GHG), less overall degradation of air quality and potentially less noise impacts. For these reasons an adjustment to the TDM Program is being considered to recapture the loss of the trip reduction afforded by the child care center. SuccessFactors would occupy three floors of the South Tower and iCIX currently occupies one floor constituting approximately 38 percent of the leasable office area'. High tech firms actively recruit employees that are the best in their field and offer incentive packages beyond those envisioned in the C /CAG TDM Guidehnes3 which are criteria from which points are assigned. These incentive packages also improve the ability of the program to obtain the 30 percent mode shift required by the City. The following measures are standard incentives that are included in the proposed modification to the TDM Program (see Attachment B): Augmented subsidies for the existing shuttle service that connects Centennial Towers with South San Francisco Bart and Caltrain and expand the service to include the South San Francisco ferry. SuccessFactors will have a shuttle that picks up employees in Berkeley and Oakland in the morning and drop off in the afternoon and evening. Employers give incentives to employees for carpooling by giving carpoolers either cash or vouchers. Employers pay for a computer, printer, chair and phone to employees working from home. Approximately 30 percent of employees work from home two days a week. Telecommuting is encouraged. i' Employers encourage and promote working flex hours. _approximately 10 percent work from 6AM -3PM, 60 percent work from 8AM -6PM and 30 percent work from 10AM -7PM. % Approximately 30 percent of employees take public transportation to work and the goal is to increase this number. ➢ Employers use video conferencing and "Go To Meeting" technology. The trip credits would total 1,555 representing increase of 471 over the 2008 TDM Program. The increase is mainly due to tenants in the building giving their employees flexibility and opportunity to work from home and flexibility in staggering work schedules. Technology has also played a vital role in reducing trips. Many employers now use technology such as "Go To Meeting" and video conferencing in their daily routine and employers estimate that face -to -face meetings (i.e., getting into a car and driving to another location) has been reduced by at least 20 percent. There is a positive correlation between the use of technology in the workplace and trip reduction. ENVIRONMENTAL REVIEW The 2012 Project involves a change of use from day care to fitness center or other permitted retail use. No additional square footage is proposed. The day care center was targeted in the 2008 Project as a public and private amenity, and one that would reduce vehicle trips. The change in use requires CEQA review in particular with respect to traffic and circulation and GHG issues. 2 The South Tower is 12 stories. Rentable office area consists of 10.5 floors as the ground floor does not include office area and the half of the second floor is the subject of this amendment and is not permitted to be office but an amenity to the project and the community. 3 C /CAG TDM Guidelines provide a point system earned for various mode -shift measures. The Guidelines were last amended in 2004. 4 "go -to" meetings are computer application(s) that allow virtual face -to -face meetings. 6 -6- The following analysis uses the 2008 Addendum as baseline for 2012 Project impacts and mitigation measures. The 2008 Addendum is an accurate reflection of the project layout and permitted uses. The 2012 Project is evaluated in light of the analysis from 2008, which as noted builds from the 1996, 1998/99 and 2005 SEIRs and the 2000 and 2006 addenda. The analysis includes the environmental topics identified in Appendix G, CEQA Guidelines. Analysis The 2012 Project would have no impact on aesthetics, agriculture and forest resources, air quality, GHG, biological resources, cultural resources, geology and soils, hazards and hazardous materials, human health risks, hydrology and water quality, land use and planning, mineral resources, noise, population and housing, public services, recreation, transportation and traffic and utilities and service systems. Following are the findings that support this statement. Aesthetics The 2012 Project would not alter the approved land use plan with respect to the built environment. The 2012 Project would not introduce additional lighting beyond that envisioned in 2008. No new or increased mitigation measures would be required for the 2012 Project. Agriculture and Forest Resources There are no agricultural or forest resources on the Project site. There are no impacts to agricultural resources and no mitigation measures are required. Air Quality The 2012 Project would not increase the amount of criteria air pollutants from those identified in the 2008 Addendum. Ozone and PM10 would remain a Significant and Unavoidable Impact as identified and analyzed in the 1998/99 SEIR, the 2005 SEIR and the 2006 and 2008 Addenda. The 2012 Project would not increase the severity of this impact; nonetheless, the 2012 Project AU restate and re -adopt the Findings of Overriding Considerations for the following impact: i> Impact 4.5.2 from the 1998/99 SEIR Changes in Long Term Air Quality. No new or increased mitigation measures would be required for the 2012 Project. The 2012 Project is not anticipated to increase trips to the site and would through the revised TDM Program, mitigate 1,555 trips or 573 over 982 required by C /CAG (see the Traffic and Circulation section below). Annual monitoring and amendments to the TDM Program, if needed, is a requirement of Planning Condition of Approval #A -13 and City ordinance. Therefore this relationship to trip reduction can be reasonably assured. Greenhouse Gas The 2012 Project would not increase the amount of GHG from that calculated for the 2008 Project. GHG impacts would remain less than significant. Moreover, the TDM Program could result in a reduction of GHG from that analyzed in 2008 largely due to technological advances in telecommuting identified in the discussion of the TDM Program. No new or increased mitigation measures would be required for the 2012 Project. Biological Resources The 2012 Project would not affect biological resources. Wetlands on the Phase III site have been 7 -7- preserved and enhanced and Callippee Silverspot butterfly habitat has been preserved as part of the original 2000 Project which is carried over an implemented into the current as -built conditions. The requisite United States Army Corp of Engineers and California Department of Fish and Game permits have been secured and the wetlands restoration is underway and being monitored by the City. No new or increased mitigation measures would be required for the 2012 Project as the change in use would not affect biological resources. Cultural and Historic Resources The 2012 Project would not affect cultural or historic resources. The proposed change of use would be located on the second floor of the South Tower and would not result in any new site disturbance. Site grading was monitored by Holman and Associates, Archaeologists as required by the 1998/99 SEIR and the Mitigation Monitoring and Reporting Program (\IMRP). No archaeological or historic remnants were found. No burials or artifacts were discovered. Grading and development in archaeological sensitive areas was completely avoided. No new or increased mitigation measures would be required for the 2012 Project. Geology and Soils The 2012 Project would not result in any new or increased impacts with respect to geology and soils. The 2012 Project is a change of use in an area already constructed. No new or increased mitigation measures would be required for the 2012 Project. Hazards The 2012 Project would not result in any new or increased impacts with respect to hazards. The change of use would not expose project occupants or people surrounding the site to hazardous or toxic substances. The proposed use would not introduce a hazardous use on the site. No new or increased mitigation measures would be required for the 2012 Project. Hydrology and Water Quality The 2012 Project would not result in any new or increased impacts with respect to hydrology. The City evaluated storm water /waste water capacity in 2008 and determined adequate capacity does exist in the existing infrastructure for the Project and cumulative development. No new or increased mitigation measures would be required for the 2012 Project. Land Use The 2012 Project would require text and diagram amendments to the Terrabay Specific and Precise Plans. The Project is consistent with the Terrabay Specific Plan Zoning District and the City's General Plan. There is no land use impact associated with the 2012 Project. Mineral Resources There are no mineral resources on the Project site and no mineral resource impacts associated with the 2012 Project. Noise The 2012 Project would not increase traffic to the Project site which would not result in any new or increased impacts. No new or increased mitigation measures would be required for the 2012 Project. Population and Housing The 2012 Project would not result in any new or increased impacts with respect to population and 8 -8- housing. No new or increased mitigation measures would be required for the 2012 Project Public Services and Recreation The 2012 Project would not result in any new or increased impacts with respect to public services. No new or increased mitigation measures would be required for the 2012 Project. No impacts associated with parks and open space would be required. The Project constructed the Terrabay Recreation Center, Fire Station and dedicated 400 acres of open space and recreational land including the Preservation Parcel (26 acres), the Recreation Parcel (6.3 acres) and Juncus Ravine and remaining parcels (400 acres). The 2012 Project proposed a fitness center, or other approved retail and contiguous outdoor space for passive outdoor enjoyment. The 2012 Project would not result in any new or increased impacts with respect to recreation and open space. -No new or increased mitigation measures would be required for the 2008 Project. Traffic and Transportation The proposed change in use, from day care to a 5,794 square foot fitness center or high quality retail would generate similar vehicle trips and both uses would largely serve the Project. A 5,794 square foot fitness center is considered small and not a traffic generator (ITE, 8th Edition, and Mark Crane, Crane Transportation Group, October 1, 2012). The Institute of Traffic Engineers samples traffic data from larger facilities ranging from 15,000 to 65,000 square feet that include swimming pools and hand -and racket -ball courts, more destination bound facilities. The definition of retail use for Terrabay includes high end retail and specialty services largely to serve the office component (see footnote 5). Traffic impacts associated with the project as a whole do analyze approximately 30,000 square feet of destination bound retail. Much of the traffic associated with the retail use is anticipated to be internal capture, not destination bound, with the exception of a high quality restaurant with a demand largely off peak. The 2012 Project would not result in any new or increased impacts with respect to Transportation and Circulation (114ark Crane, Crane Transportation Group, October 1, 2012). No significant new or additional mitigation measures would be required for the 2012 Project. Nonetheless, the 2012 Project will restate and re -adopt the Findings of Overriding Considerations for three significant and unavoidable impacts identified in the 1998/99 SEIR. r' Impact 4.4 -1 from the 1998199 SEIR 2000 Base Case Plus Phases II and III Freeway Impacts. Y Impact 4.4 -4 from the 1998199 SEIR 2010 Base Case Plus Phases II and III Freeway Impacts. ➢ Impact 4.4 -5 from the 1998199 SEIR 2010 Base Case Plus Phases II and III Ramp Impacts. Utilities and Service Systems The 2012 Project would not result in any new or increased .impacts with respect to utilities and service systems. No new or increased mitigation measures would be required for the 2012 Project. 5 High quality commercial and restaurant uses recognized nationally by their name are permitted commercial retail uses on the Phase III Commercial site. Businesses such as Baja Fresh, Starbucks, Peets Coffee and Tea, The Cheesecake Factory, Gordon Biersch, Jamba Juice, Pasta Pomodoro, Wolfgang Puck, Kulettos and Il Fomaio are higher end well- performing businesses appropriate for the Phase III site. Specialty services such as computer stores, office supply, bookstore stores, retail dry cleaner outlets, shoe repair, florists, specialty high -end grocery and /or deli uses, sundry shops, boutiques and similar uses are permitted support uses. These types of retailers or their equivalent are permitted. Significant deviations from these types of retail uses, as determined by the chief planner, may not be permitted or may require a conditional use permit. W -9- 2012 ADDENDUM Lead agencies are required to evaluate impacts to the extent feasible, and in doing so are governed by the "rule of reason ", thereby evaluating potential impacts to the extent that it is reasonably feasible to do so (California Code of Regulations, Title 14, Chapter 3 Section 15151). Determinations must be supported by "substantial evidence ", facts, reasonable assumptions predicated on facts and expert opinions predicated on facts rather than speculation or argument (California Code of Regulations, Title 14, Chapter 3 Section 15384(a), Public Resources Code Section 21080(c)). Substantial evidence is defined as "enough relevant information and reasonable inferences from this information that a fair argument can be made to support a conclusion, even though other conclusions might be reached ". Additionally, lead agencies may determine that an impact is too speculative. Therefore the lead agency is not required to analyze a speculative impact so long as it has conducted a thorough investigation before concluding that the impact is too speculative for further analysis. CEQA states that "if, after thorough investigation, a lead agency finds that a particular impact is too speculative for evaluation; the agency should note its conclusion and terminate the discussion of the impact" (California Code of Regulations, Title 14, Chapter 3 Section 15145). Addenda to Environmental Documents When considering changes in a Project, and therefore changes or additions to a previously certified or adopted environmental document, the lead agency is required to evaluate if any of the following noted below has occurred pursuant to Section 15162, California Code of Regulations, Title 14, Chapter 3. An addendum may be prepared if none of the following have been triggered. An addendum does not require recirculation or public review. 1. Substantial changes are proposed in a project that will require major revisions to the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. 2. Substantial changes occur with respect to the circumstances under which a project is undertaken which will require major revisions to the previous EIR due to new significant environmental effects or a substantial increase in the severity of previously identified significant effects. 3. New information of substantial importance becomes available and was not known at the time of the previous EIR that would result in one or more significant effects not identified previously, significant effects that would be substantially more severe than identified in the previous EIR, mitigation measures or alternatives previously found not feasible or considerably different from ones identified before and would substantially reduce the effects of the project are declined by the project applicant. CONCLUSION The 2012 Project would not result in any new or substantially more severe impacts as compared to those identified in the 1996 and 1998/99 and 2005 SEIRs and the 2000, 2006 and 2008 Addenda. Significant and unavoidable impacts were identified, analyzed, and mitigated to the extent feasible. The 2012 Project would not increase the severity of any of those impacts. No new impacts are identified. Nonetheless, Findings of Overriding Considerations will be re- adopted for the four significant unavoidable impacts adopted by the City Council in 1999, 2000,'2006 and 2008 relating io -10- to air quality and traffic. The impacts are: ➢ Impact 4.5.2 from the 1998/99 SEIR Changes in Long Term Air Quality. ➢ Impact 4.4 -1 from the 1998199 SEIR 2000 Base Case Plus Phases I1 and III Freeway Impacts. ➢. Impact 4.4-4 from the 1998199 SEIR 2010 Base Case Plus Phases II and III Freeway Impacts. i> Impact 4.4 -5 from the 1998199 SEIR 2010 Base Case Plus Phases II and III Ramp Impacts. MITIGATION MONITORING AND REPORTING PROGRAM The Adopted 2006 MMRP (City Council Resolution # 82 -2006) contains all the mitigation measures required of the Terrabay Phase III Project, including the 2008 and 2012 Projects. Attachments: A Site Plan B. 2012 TDM Program ATTACHMENT A SITE PLAN - - -.j ir nr 1 1i -11- ATTACHMENT B TO THE CEQA ADDENDUM —TDM PROGRAM TRANSPORTATION DEMAND MANAGEMENT (TDM) PROGRAM FOR TERRABAY PHASE III (CENTENNIAL TOWERS) IN SOUTH SAN FRANCISCO 2012 MODIFICATION — October 8, 2012 The Transportation Demand Management (TDM) Program for Terrabay Phase III includes on -site transportation coordination, expanded transit, improved bicycling and pedestrian facilities, coordination with the Peninsula Traffic Congestion Relief Alliance programs, incorporation of City conditions of approval and mitigation measures and support services designed to achieve a minimum 32% alternative use, as required by the City of South San Francisco Municipal Code Chapter 20.400. Specifically there will be: 1. An on -site Transportation Coordinator who will oversee the TDAi Program and perform audits, facilitate ridesharing matching, maintain and update bulletin board and kiosk for transit services, sponsor promotional programs; 2. Financial incentives for using transit that entail either expanded SamTrans services in combination x6th a Commuter Check Program or Private Shuttle with service to Caltrain, BART and adjacent Terrabay neighborhoods; 3. Integrated bicycle parking and support facilities to reduce trips within the Terrabay area; 4. Reduced supply of parking to discourage driving and preferential, designated and free parking for vanpool and carpool parking spaces; 5. Emergency Ride Home program; 6. Promotion of flextime, telecommuting and similar options that allow employees to fulfill their work requirements, but reduce the amount of vehicle trips to the worksite; 7. Project design that promotes walking and pathway connections to nearby neighborhoods; 8. Annual City Monitoring and Program Update to assure program success in achieving the required 32% alternative mode use goal, and amendment as necessary to meet that goal; 9. Traffic and circulation monitoring at full project buildout and occupancy as required by Traffic Mitigation 3.1 -11 of the 2005 SEIR and 2006 Addendum and installation of an internal traffic light if needed; 10. Program Goals; and, 11. The City /County Association of Governments (C /CAG) Project Guidelines. 12 -12- The following is a detailed explanation of each of the strategies listed, including the projected trip reduction where a trip reduction will result from a particular strategy. L Transportation Coordinator A part -time on -site Transportation Coordinator will be provided in Terrabay Phase III project and will coordinate the transportation programs and provide information and marketing materials to employees at Terrabay Phase III. The Transportation Coordinator will have a small office in the project and may be an employee of the building property management organization. The office will include an area sufficient to display copies of transportation sem-ices and schedules, a bulletin board, a desk, a computer and a telephone. The use may be a shared facility such as in the lobby of a building, or a portion of the property management office. The office will be staffed at a minimum of ten (10) hours per week. (One (1) C /CAG credit is given for each hour the center is staffed.) C /CAG Points: 10 (for the number of hours the office is staffed) Multiple tenants occupy Terrabay Phase III. Lessee /tenant fees will offset the cost of the Transportation Coordinator service. Each lessee /tenant will be required to designate an employee to serve as a point of contact for the Transportation Coordinator. Each lessee /tenant will cooperate with the Transportation Coordinator to share information about their employees that will be useful to TDM programming (e.g. employee home zip codes and /or cross - streets). Compliance will be required through the lease agreements for office and commercial tenants. The City will be provided a standardized lease agreement for review and approval as to the form only for the implementation of this TDM Program. The Transportation Coordinator's marketing efforts will include at a minimum the following features: A. Coordination with the services of The Peninsula Traffic Congestion Relief Alliance ( "Alliance "). (Ten (10) C /CAG credits are given for working with the Alliance to develop /implement a Transportation Action Plan.) The Transportation Coordinator will assure the availability of the following services of the Alliance (or equivalent services from successor or comparable organizations): C /CAG Points: 10 (for working with the Alliance) i. A web portal with descriptions of all TDM Programs, program forms, links to the regional rideshare agency's on -line ride matching system, transit /shuttle schedule information, and links to transit providers. ii. "Stock" materials (i.e. materials prepared by other agencies) that will be provided to the tenants of Terrabay Phase III. The Terrabay Transportation Coordinator will be responsible for distributing them to employees. iii. Customized materials that explain the TDM Program at Terrabay Phase III. The Terrabay Transportation Coordinator will distribute the materials to Terrabay ig -13- tenants who will in turn be responsible for distributing there to employees on an on -going basis as well as at new employee orientations. iv. An annual transportation event, such as a transportation information fair or piggy- back on a regional transportation event sponsored by the Regional Rideshare Program or orchestrate an annual transportation fair coordinated through the Alliance (or its successor organization). V. A quarterly on -line newsletter which provides rideshare information. The Transportation Coordinator u-ill assure that the newsletter is available to Phase III tenants, employees. B. The Transportation Coordinator will hold an annual carpool registration drive to get names into the rideshare matching database. C. The Transportation Coordinator will maintain a permanent information board or kiosk that displays information pertaining to transit and rideshare services, bicycle programs and facilities, and other relevant programs or services. The center will have at least five (5) features in the center that may include the following; a computer kiosk, brochure rack, telephone with transit information numbers, on -site transit ticket sales; and carpool / vanpool assistance. (One (1) C /CAG credit is given for each transit feature offered to tenants.) C /CAG Points: 5 (for each transit feature offered) D. The Transportation Coordinator will be responsible for and required to conduct annual audits of the tenants of Terrabay Phase III to insure that rideshare information and matching services are being provided to employees and tenants of Terrabay Phase III. All required audits will be submitted to the City Coordinator on an annual basis. E. The Transportation Coordinator will conduct annual transportation surveys (within a 95% confidence level) to identify the travel needs of the occupants of Terrabay Phase III, address the opinions of the transit service, and to document the effectiveness of the overall TDM plan in meeting the required 32% alternative mode use. These surveys and reports shall be presented to the Planning Commission and City Council through a City Coordinator who will be a designated contact at the City of South San Francisco. ('Three (3) C /CAG credits are given for a survey developed to survey employees to examine use and best practices) C /CAG Points: 3 (to conduct annual survey) F. Centennial Towers is a member of the Alliance and will work to update and enhance transportation options for the Project. C /CAG Points: 5 (to participate in a TMA) 14 -14- 2. Financial Incentives for Usin—a Transit Employees of Terrabay Phase III will be provided convenient access to transit and will receive a transit subsidy of at least $20 per month for one year. Programs like Commuter Check (www.commutercheck.com and www.commutercheckdirect.com) not only increase employee awareness of transit options but also offer tax savings. Up to $110 a month ($1,320 a year) can be provided tax -free for transit and vanpools. Due to the tax savings, employees can save over $500 in annual commuting costs, while employers save approximately $96 per year per employee. Leases will be structured so that tenants will be required to implement this TDM measure necessary to meet the City's TDM goal. This may include tenant /employer funded transit subsidies. A minimum of 125 employees (5% of the employee population) will be required to receive transit subsidy. The leases shall be reviewed by the City Attorney and approved as to form with respect to the requirements to the TDM Program. (One (1) C /CAG credit is given for each transit pass subsidy of at least $20 per month for one year) C /CAG Points: 125 (for providing a subsided transit) Transit and shuttle stops are secure and easily accessible to all tenants and employees. There is a designated bus stop on Southbound _airport Boulevard which is connected to the project via a sidewalk ramp. There will also be a designated shuttle stop inside the boundaries of the project to service both buildings. The expanded shuttle service and possible subsidy will begin with the "Primary Plan" identified below. An "Alternate Plan ", described below-, may be substituted for the Primary Plan. The Alternate Plan shall not be implemented without verification by the City Coordinator that parameters outlined below (or substantially equivalent parameters) are being met. ❑ Primary Plan Required at Onset of Occupancy: A private shuttle will be provided. The shuttle program will be funded by tenant /employer subscriptions. The shuttle will be available to employees and visitors of the Terrabay Phase III development (with no additional usage charge) and would provide a direct connection to Caltrain and BART with frequent morning and evening peak hour service (30- minute headways). (One (1) C /CAG credit is given for each peak -hour seat on the shuttle). C /CAG Points: 24 (for providing shuttle service) 0 Alternate Plan Based Upon SamTrans Bus Schedules and Services The Alternate Plan would be for SamTrans to directly serve the site with its regular service and for the tenants of the Terrabay Phase III development to offer Commuter Checks to employees. Commuter Checks are vouchers that would be used to purchase transit passes from any transit agency. Such subsidy would provide employees at Terrabay Phase III with savings in the purchase of SamTrans monthly passes. The site is served by regional buses traveling along Airport Boulevard between the Transbay Terminal in downtown San Francisco and points as far south as the Stanford Shopping Center. SamTrans Route 292 provides half - hourly service on Airport Boulevard connecting to downtown San Francisco, the South San Francisco Caltrain Station, and the San Francisco International Airport. SamTrans Route 297/397 provides one -hour headways connecting to downtown San Francisco, San Francisco International Airport and various Caltrain stations. SamTrans Routes 130 and 132 provide 10 to 15- minute headways (combination of both routes to the Airport Boulevard /Linden Avenue 15 -15- stop) local service within South San Francisco and connect to the South San Francisco BART Station. These routes could better sern -e the Terrabay Phase III development if a stop in front of the project (route traveling Southbound on Airport Blvd) was added. If possible, this service change should be negotiated with SamTrans upon project approval. The Transportation Coordinator will administer the expanded transit program. Funding for the Primary Plan would be an employer- funded monthly subsidy to employees who ride transit three or more days per week. The employer -based subsidy (as described above) will be required as a part of any sale or leasing agreement in the commercial portion of the project. The transit subsidy would be provided as needed, to meet the City's TDM goal per the TDM Ordinance. The Transportation Coordinator will administer any private shuttle to the Terrabay Phase III development. The shuttle would be funded through the same employer fees described above, however, under this Plan, the collected fees would be used to fund a private shuttle and, thus, might reduce the funding to provide Commuter Checks. Current employers (tenants) in the building (2012) have implemented transportation incentives for its employees including a program to provide cash or incentives for carpooling or vanpooling. It is assumed that at least ten (10) employees will opt for carpooling or vanpooling in the building population and free up 10 parking spaces. C /CAG Points: 10 (for providing a cash -out program) 3. Bicycle and Pedestrian Facilities To encourage bicycle commuting, Terrabay Phase III will offer the following: A. Terrabay Phase III is designed to foster a pedestrian- friendly environment, including generous sidewalk areas, attractive pedestrian plazas with seating areas and urban streetscape environments. There are sidewalks and pathways that directly connect the project to Airport Boulevard. There is also a walkway to a lookout and seating area that overlooks the project and the bay. B. The development provides covered and enclosed bicycle parking (a minimum of 40 bicycle racks as shown on the drawings) to accommodate 1.5% of the employee population commuting by bicycle: Bicycle parking conforms with the City's Transportation Demand Management Ordinance (Section 20.400 Municipal Code) and is located in a controlled area, monitored by security cameras within the garage and is within 100 feet of the security guard in the loading dock area. (One (1) C /CAG credit is given for every 3 bicycle rack spaces) C /CAG Points: 13 (for providing bicycle racks) C. The South Tower (Phase I) of the development includes two (2) showers, four (4) toilets, four (4) lavatories and an adjoining changing facility for men, as well as three (3) showers, four (4) toilets) and four (4) lavatories and an adjoining changing facility for women. Showers and changing facilities shall be provided free of charge to the user. The entry doors to the changing facilities shall be located within 100 feet of an attendant or security guard station. (Ten (10) C /CAG credits are given for each shower and 16 -16- changing room). Five (5) additional C /CAG credits for each 5 bicycle racks are given if bicycle racks are available in combination with showers). C /CAG Points: 50 (for providing showers) C /CAG Points: 40 (for providing combination of bicycle racks and showers) D. The development provides the required minimum of 27 clothing lockers (One (1) clothing locker per 25,000 square feet of commercial building space - at least 13 clothing lockers for Phase I and the balance of 14 lockers added for Phase II). Per the drawings, all 38 lockers are located in the South Tower (Phase 1). The 38 lockers are equally dispersed between the men's and women's changing facilities, at 20 and 18 respectively. Lockers are large enough to hold roller blades. 4. Parking Strategies The ground floor components of the project will employ shared parking concepts to reduce the total supply of on -site parking. Preferential parking for carpools and vanpools shall be provided where applicable. Approximately six percent of the parking spaces will be reserved for rideshare vehicles (100 carpool spaces and 5 vanpool space) and will be located in close proximity to favorable and secure access points. (Two (2) C /CAG credits are given for each carpool parking space and ten (10) C /CAG credits are given for each vanpool parking space that is in connection with the ERH Program). C /CAG Points: 5 (for providing shared parking concepts to reduce parking supply of on -site parking) C /CAG Points: 200 (for providing preferential carpool spaces) C /CAG Points: 50 (for providing preferential vanpool spaces) Marketing efforts by the Transportation Coordinator will target all site employees, regardless of their origins. Marketing efforts alone can increase the number of employees using transportation alternatives about one percent (1%). They also enhance the effectiveness of other measures. This enhancement becomes apparent when the remaining strategies in this plan achieve their high -end trip reduction estimates. Tenant - specific vanpool programs shall be implemented for employees that live in the East Bay. At least three (3) vanpools will be provided that shuttle employees from the East Bay to South San Francisco running at peak hours in the morning hours from 7:30 — 9:30am and in the afternoon hours running from 4:00 — 6:00pm. These vanpools will be coordinated with the Transportation Coordinator. C /CAG Points: 21 (for providing vanpools) Tenants have multiple job sites and are encouraged to work among sites and office- share. One (1) credit is given for each opportunity created to use multiple office sites. It is estimated that at least 100 opportunities are created for tenants that have multiple offices. C /CAG Points: 100 (for providing opportunities to work at multiple sites) 5. Emergency Ride Home The Transportation Coordinator will work with the Alliance to register tenants for the Emergency Ride Home Program (ERH). The registered tenants will accept a quantity of ERH vouchers equal to at least 8% of the total employee population (a minimum of 200 ERH vouchers). The program 17 -17- reassures those commuters who do not drive alone have timely and paid transportation — usually in the form of a free taxi ride — to leave work in the event of a personal or family emergency, illness and related doctor appointments, or unexpected employment - related delay, such as unscheduled overtime. The purpose of this program is to increase the use of alternative modes of transportation to work by removing the barrier of not having access to transportation in the event of an emergency. These types of programs have been identified as the number one incentive for employees to rideshare. (Two (2) C /CAG credits are given for every 2 ERH vouchers distributed to the tenants from the Alliance. One (1) additional C /CAG credit for each peak -hour seat will be given if a shuttle is available in addition to the Emergency Ride Home Program). C /CAG Points: 200 (for enrolling in the Emergency Ride Home Program) C /CAG Points: 24 (for combination of the Emergency Ride Home Program and shuttle service) 6. Promotion of flextime, telecommuting and similar options The tenants will offer their employees the option of flextime, staggered work hours, telecommuting or similar options that will allow employees to fulfill their work requirements, but reduce the amount of vehicle trips to the worksite. At least 50% of the employee population (a minimum of 500 employees) vill be given these opportunities. (One (1) C /CAG credit is given for each employee offered flextime and / or staggered work hours) C /CAG Points: 500 (for offering employees flextime, telecommuting and similar options) Tenants also provide incentives for employees to work from home. Employers have gone beyond providing employees with connecting high bandwidth connections in homes (as now most home connections are high- bandwidth) to providing computers, printers, phone line and furniture (ergonomic chairs, etc). At least 300 employees work from home every week. C /CAG Points: 100 (for providing high bandwidth and other incentives to work at home) The building and its tenants provide video conferencing centers and video capabilities to lessen vehicles trips to sites for face -to -face meetings. Three (3) video conferencing capabilities now serve the building and it is anticipated that there will be a total of six (6) when the building is fully leased. In addition to video conferencing, tenants and their employees use web -based programs to host remote web -based meetings such as GoTo Meeting and Skype. It is estimated that the use of this technology reduces vehicles trips for face -to -face meetings by approximately 20 %. C /CAG Points: 30 (for providing video conferencing capabilities) 7. Site Plan Connectivity The Site plan promotes walking and pathway connections to public transit. The Terrabay Phase III site plan includes internal walkways and walkways around the perimeter of the project. The internal walkways lead pedestrians to open space amenities and retail services. The combination of internal and external walkways leads pedestrians to a SamTrans bus stop directly in front of Terrabay Phase III on Airport Boulevard. The onsite amenities will include a restaurant, child care center, an ATM machine, performing arts center and most likely a dry cleaner, gym facility and other service related retail that will facilitate reductions in vehicle use. (Five (5) C /CAG credits are given for each onsite amenities / accommodation). C /CAG Points: 25 (for providing at least 5 onsite amenities) 8. Annual City Monitoring and Program Update R -18- The City will review the annual traffic data and surveys provided by the Transportation Coordinator. The TDM Program will be modified as necessary to become and remain effective in meeting the needs of the Terrabay Phase III project while continuing to meet the required 32% minimum alternative mode usage. This monitoring program shall be consistent with the methods and features that are described in Section 1 of this TDM program. 9. Traffic Circulation Monitoring (Mitigation 31 -11 of 2005 SEIR) and 2006 Addendum The project will have an on -site circulation management program that will include signage for each driveway that will provide "real time" parking use information for entering drivers to quickly guide them to those levels of the parking garage with the most available parking. All levels of the garage will be well lighted and have visible security camera and patrol coverage to encourage drivers that all levels of the garage are equally desirable for parking. Signing will also be provided for exiting drivers to guide them to most convenient driveway connection to Airport Boulevard. 10. Additional Elements This TDM Program combines 17 different C /CAG components in order to most effectively reach the City's TDM goals and reduce the number of peak hour employee trips. (Five (5) additional C /CAG credits are given for this TDNI program combining any ten TDM components.) C /CAG Points: 5 (for combining at least ten (10) TDM components) The TDM Program shall be memorialized in all tenant lease or sale agreements. 11. Program Goals Carpools 15% 375 Shuttles / SamTrans 13% 325 Van pools 3% 75 Bicycles 1.5% 37.5 Flextime, Telecommuting etc. 1.5% 37.5 Totals 34% 850 Projected Employee Participation Goal: 34% Employee daily trips saved: 850 L% -19- EXHIBIT B STATEMENT OF OVERRIDING CONSIDERATIONS 1. General Pursuant to Public Resources Code § 21081 and CEQA Guidelines § 15093, the City Council of the City of South San Francisco makes the following Re- Statement of Overriding Considerations relating to its recommendation of approval of the retail use on the second floor of the South Tower ( "2012 Project "). The 2005 SEIR and 2000, 2006 and 2008 Addenda (supplementing the 1998/99 SEIR, 1996 SEIR and 1982 EIR) analyzed Phase III impacts on a project 2005 SEIR level which is a much greater level than required for cumulative impacts under CEQA for the approved 2008 Project and modified 2012 Project as the 2005 SEIR analyzed a project that included residential, office and more retail than the approved 2008 Project. The City Council has balanced the benefits of the 2012 Project to the City against the one adverse impact identified in the 2005 SEIR pertaining to air quality which is a re- statement of the 1998/99 SEIR identified impact and the three adverse impacts identified in the 1998/99 SEIR pertaining to traffic as significant which have not been eliminated or mitigated to a level of insignificance. These impacts are: (1) Air Quality Impact 4.5 -3 from the 1998/99 SEIR Changes in Regional Long -Term Air Quality; (2) Traffic Impact 4.4 -1 from the 1998/99 SEIR 2000 Base Case Plus Phases II and III Freeway Impacts; (2) Traffic Impact 4.4 -4 from the 1998/99 SEIR 2010 Base Case Plus Phases II and III Freeway Impacts; and (3) Traffic Impact 4.4 -5 from the 1998/99 SEIR 2010 Base Case Plus Phases II and III Ramp Impacts. The following significant unavoidable impacts identified in the 2005 SEIR do not apply to the 2012 Project as demonstrated by the 2008 and 2012 traffic analysis prepared by Crane Transportation Group for the City of South San Francisco and incorporated into the 2008 Initial Study prepared for the 2008 Project and the 2012 Project addendum: (1) Traffic Impact 3.1.5: Year 2010 Vehicle Queuing Impacts; (2) Traffic Impact 3.1.6: Year 2020 Intersection Level of Service Impacts; and (3) Traffic Impact 3.1.9: Year 2020 Vehicle Queuing Impacts. The City Council has carefully considered each environmental impact identified in the 2005 SEIR and the 2000, 2006 and 2008 Addenda, and reviewed the 2012 Addendum in reaching its decision to approve the 2012 Project. The Project sponsor has made reasonable and good faith efforts to mitigate all potential impacts resulting from the 2012 Project. The City Council has imposed mitigation measures identified in the 2005 SEIR, 1998/99 SEIR, 1996 SEIR and 1982 EIR as conditions of approval to eliminate or mitigate to a level of insignificance potential impacts. Although the City Council believes that the three unavoidable traffic environmental impacts identified in the 1998/99 SEIR and the one air quality impact identified in the 1998/99 SEIR and re- stated in the 2005 SEIR will be substantially lessened by the mitigation measures identified in the 2005 SEIR and incorporated into the 2012 Project as conditions of approval, it ao -20- recognizes that the implementation of the 2012 Project carries with it these four potentially unavoidable adverse environmental impacts. With regard to each of the four significant unavoidable impacts, the City Council specifically makes the following findings to the extent that the identified adverse impacts have not been mitigated to a level of insignificance: (1) specific economic, social or other considerations make infeasible mitigation measures or alternatives identified in the 2005, 1998/99 and 1996 SEIR's and the 1982 EIR which may reduce the significant unavoidable impacts to less than significant; and (2) there are specific economic, social, environmental, legal, land use and other benefits of the 2012 Project which outweigh the four significant unavoidable effects on the environment. The City Council further finds that any one of the overriding considerations identified hereinafter in subsection 4 is a sufficient basis to approve the 2012 Project. 2. Unavoidable Significant Adverse Impacts and Required Mitigation Measures The following impacts cannot be fully mitigated by changes or alterations to the 2012 Project or the imposition of further mitigation measures. The impacts associated with the 2012 Project are similar to those associated with the approved 2008 Project. The 2012 Project would not increase the severity of any impacts identified in the 1998/99 SEIR or the 2005 SEIR. Three significant and unavoidable impacts relating to traffic and one air quality would continue with implementation of the 2012 Project. These impacts are: Traffic Impact 4.4.1: Year 2000 Base Case Plus Phases II and III Freeway Impacts: The 2012 Project would result in the same impact associated with the 2000, 2006 and 2008 Projects on certain segments of US 101 freeway by either increasing traffic volumes by more thanl% or changing the level of service from LOS E to F. Six of the eight identified impacted freeway segments are already operating at LOS F in the year 2000 without the 2012 Project. Phase II and Phase III Cumulative Impacts will result in an increase of vehicle trips along these segments of US 101 of approximately 1.25% to 2.76 %. The 1998/99 SEIR established a standard that an increase in peak direction traffic on the roadway of 1% or more due to the Project would be considered a significant impact. The Phase II and III Cumulative Impacts will result in an increase that is considered significant. The 2006 Project will contribute over a 1% increase in peak direction traffic on these segments of US 101 and the 2006 Project cumulative is considered significant. The 2012 Project does not intensify this condition and may in fact reduce it somewhat. Feasible mitigation measures identified for the 2008 Project continue to be incorporated as part of the 2012 Project. The 2008 Project incorporates a bus stop and shelter along Airport Boulevard and a Transportation Demand Management Program. The City has constructed the 4J -21- Oyster Point Interchange Improvements and the Applicant has contributed $8.5 million to these improvements. The 1998/99 SEIR notes that either a 64% reduction in the size of the Project or widening of US 101 would reduce this impact to less than significant. Both of these measures are infeasible. Traffic Impact 4.4.4: Year 2010 Base Case Plus Phases II and III Freeway Impacts: The 2012 Project would result in the same impact associated with the 2000 Project on certain segments of US 101 freeway by increasing traffic volumes by more thanl% at segments already operating at LOS F. Six of the eight identified impacted freeway segments are already operating at LOS F in the year 2000 without the 2012 Project. Phase II and Phase III Cumulative Impacts will result in an increase of vehicle trips along these segments of US 101 of approximately 1.10% to 2.41 %. The 1998/99 SEIR established a standard that an increase in peak direction traffic on the roadway of 1 % or more due to the Project would be considered a significant impact. The Phase II and III Cumulative Impacts will result in an increase that is considered significant. The 2012 Project will contribute over a 1% increase in peak direction traffic on these segments of US 101 and the 2006 Project cumulative is considered significant. Feasible mitigation measures identified for the 2008 Project will be incorporated as part of the 2012 Project. The 2008 Project incorporates a bus stop and shelter along Airport Boulevard and a Transportation Demand Management Program. The City has constructed the Oyster Point Interchange Improvements and the Applicant has contributed $8.5 million to these improvements. The 1998/99 SEIR notes that either a 59% reduction in the size of the Project or widening of US 101 would reduce this impact to less than significant. Both of these measures are infeasible. The 2006 and 2008 Projects were reduced in size from that previously analyzed. Traffic Impact 4.4 -5: 2010 Base Case Plus Phases II and III Ramp Impacts: Development of Phase II and III in the year 2010 would cause a significant adverse cumulative impact on the PM peak hour operation on the Northbound US 101 on -ramp from Oyster Point Boulevard. This on ramp would already be operating at over- capacity and unacceptable levels in 2010 without the 2012 Project. Phase II and III Cumulative Impacts will result in an increase of vehicle trips by approximately 6.8% on this on -ramp. The 1998/99 SEIR established a standard that an increase in peak direction traffic on the on -ramp of 1% or more due to the Project would be considered a significant impact. The Phase II and III Cumulative Impacts will result in an increase that is considered significant. The 2006 Project will contribute over a I% increase in peak direction traffic on this on -ramp and the 2006 Project cumulative is considered significant. The 2012 Project will not result in any increased over that identified in 2006. Feasible mitigation measures identified for the 2006 Project will be incorporated as part of the 2008 Project. The 2006 Project has contributed $8.5 million to traffic improvements in the area. The 2006 Project includes a bus stop and shelter along Airport Boulevard as well as and a Transportation Demand Management Program. An 85% reduction in the size of the Project would be required to reduce this impact to less -than- significant which in light of the whole of the record and the objectives of the Project is 22 -22- infeasible. Air Quality Impact 3.2.3: Regional emission increase that would exceed the BAAQMD significance thresholds for ozone precursors and PMIO. This is the same impact identified in the 1998/99 SEIR and remains the same for the 2012 Project. Measures identified in the Transportation Demand Management (TDM) Plan incorporate the mitigation measures identified in the 1998/99 SEIR and the 2005 SEIR. These impacts could be reduced by the mitigation measures identified but not to a level that is less than significant. Mitigation measure 4.5 -3 identified in the 1998/99 SEIR shall be implemented. In addition, the following mitigation measures have been applied to the project: 1) electric vehicle charging stations shall be provided, 2) the project will include sidewalks and/ or paths, connected to adjacent land uses, transit stops and/or a community -wide network, 3) provision of secure and conveniently located bicycle storage, 4) preferential parking for electric or alternatively- fueled vehicles. 5) implementation of feasible TDM measures including ride - sharing, coordination with regional ridesharing programs and provision of transit information, 6) the above- referenced bus turnouts and benches, and 7) direct, safe, attractive pedestrian access from project land uses to transit stops and adjacent development. 3. Findings of Infeasibility of Mitigation Measures and Alternatives For Unavoidable Impacts The 2012 Project will not create any significant and unavoidable impacts, however, significant and unavoidable impacts identified in connection with previously approved development, including the 2000, 2006 and 2008 Projects, will continue. Pursuant to approval of the 2012 Project, the City Council made the following findings, which are restated here for reference purposes: a. Infeasibility of Mitigation Measures Traffic Impacts 4.4.1 and 4: Year 2000 and 2010 Base Case Plus Phases II and III Freeway Impacts and Traffic Impact 4.4.5 2010 Base Case Plus Phases II and III Ramps An overall reduction in project size between 64% to 85% would be required in order to reach a less than significant impact. A reduction of this nature would render the project economically infeasible. The economic benefit realized through a critical mass of office and commercial retail uses in order to capitalize the 2006 Project and the tax return to the City would not be realized. Reductions in the 2006 Project is infeasible because of the extensive and costly public amenities and infrastructure improvements required for the 2006 Project and those already built for Phase I and II, the need for a critical mass of office and retail to finance the project and provide a tax benefit to the City and the fixed cost of constructing infrastructure necessary to serve the 2006 Project. The development 23 -23- of the Terrabay Project, including the 2006 Project is subject to extensive conditions of approval under the HCP, Development Agreement and Specific Plan as amended. These documents require 1) the restoration and dedication of over 400 acres of property to the County and the City as open space; 2) funding HCP maintenance and monitoring; 3) construction of a fire station (built as part of Phase I); 4) construction of a recreation center (built as part of Phase I); 5) construction of a child -care facility; 6) construction of a 200 seat Performing Arts Center 7) construction of 32 moderate income housing units off -site at 120% of the median; 8) completion of the Hillside Boulevard extension (built as part of Phase I); 9) a $8.5 million financial contribution to the construction of the hook ramps; 10) construction of the water tank and distribution lines and the Terrabay pump station as a part of Phase I; 11) construction of the sound wall along Sister Cities Boulevard; 12) construction of recreational improvements to Hillside School; and , 13) and other improvements and fees. The costs of these improvements are spread throughout the entire project, including the 2006 Project. The construction of required infrastructure in the 2006 Project are fixed costs that must be spread over the amount of square footage constructed. A 60 - 84% reduction in density to reduce impacts to a less than significant level could not support the development costs of the 2006 Project and would render the 2006 Project economically infeasible. Based on the foregoing and other information in the record, widening of US 101 or a reduction of the size of the 2006 Project are not feasible. The 2012 Project would not change these conditions or findings. Air Quality Impact 3.2.3: Regional emission increase that would exceed the BAAQMD significance thresholds for ozone precursors and PM,O. Reduction of the 2006 Project as identified above (approximately by 75 %) could potentially reduce this impact to a less than significant level. The 2006 Project would be economically infeasible, as noted above, with such a reduction. The benefits of the 2006 Project would then not be realized. The 2012 Project would not change these conditions or findings. b. Infeasibility of Alternatives Which Would Reduce Impacts Since the significant unavoidable impacts will be caused by buildout of the 2006 Project, the only alternative identified in the 2005, 1998/99, 1996 SEIR and the 1982 EIR that would reduce this impact to less than significant is the No Development Alternative. The 2012 Project would not change these conditions or findings. In light of the foregoing, the only alternative that would reduce the cumulative impacts of building out the project as proposed in the 2006 Project is the No Development Alternative for the remaining parcels of Phase III. The 2012 Project would not change these conditions or findings. This alternative is infeasible. The Terrabay Project already incorporates many of the alternatives proposed under the 1998 -99 SEIR. First, the Project provides for 24 -24- a 25+ acre of preserve land (The Preservation Parcel) for the protection of endangered species habitat and a 6.3 acre parcel offered to the City for recreational purposes (The Recreation Parcel). Additionally, a buffer area is proposed to shield the archeological site from the proposed development. The project also incorporates more area into the HCP. The Project has contributed 8.5 million to transportation improvements the majority of which mitigates impacts associated with Phase III development. As a result of the foregoing, the developable footprint on the remaining parcel has been significantly reduced (from 47 to 10 acres). The 2012 Project would not change these conditions or findings. Moreover, the benefits of the Project to the City are derived from the Project as a whole. The goals and objectives of the Project may only be met if each phase is built as proposed in the 2006 Project. Furthermore, the benefits under the HCP are based on the development of each phase. Therefore, since the No Development Alternative for Phase III does not accomplish most of the objectives of the Project, the City Council finds that this alternative is infeasible and, therefore, rejects this alternative as it relates to the remaining parcels of Phase III. The 2012 Project would not change these conditions or findings. 4. Statement of Overriding Considerations The City Council considered the public record of proceedings on the 2006 Project and found that the approval and implementation of the 2006 Project entitlements would result in the following substantial public benefits that outweigh the four significant, unavoidable cumulative impacts of the Terrabay 2006 Project: • Provide economic growth and employment opportunities in the City and surrounding region, by the creation of new jobs on the site and in the construction - related industries. The 2012 Project does not alter this finding; • Provide a tax benefit to the City by increasing tax base and revenues to the City through property and sales tax revenues. The 2012 Project does not alter this finding; • Provide below market rate housing. The 2012 Project does not alter this finding; • Reduce overall environmental impacts and preserve open space by building on 10 acres of land out of the original 47 acres of Phase III most of which was previously disturbed by transportation and utility - related grading while preserving 26 plus acres as species habitat, wetlands and open space. The 2012 Project does not alter this finding; • Further the goals of the San Bruno Mountain Habitat Conservation Plan by allowing the 2006 Project to be built within the developable area of the Mountain vested by the HCP, to continue to fund the HCP by the homeowner and 25 -25- commercial fees prescribed by the HCP, by the restoration and conveyance to the County of San Mateo the remainder parcels adjacent to the Phase III site, by the creation of a fire buffer around the perimeter of the site and the planting of a carefully planned landscape plan utilizing non - invasive and drought resistive plantings. The 2012 Project does not alter this finding; • Develop the "Buffer Parcel" with roads and landscaping pursuant to the Mutual Release and Settlement Agreement between the City, Myers Development Company, San Bruno Mountain Watch and the Center for Biological Diversity. The 2012 Project does not alter this finding; • Create a transition area between the urbanized potion of the City and San Bruno Mountain Park. The 2012 Project does not alter this finding; The City Council finds that the benefits of the 2006 Project continue to outweigh the project's significant and unavoidable impacts. The 2012 Project will enhance many of the benefits of the 2006 Project and make the overall commercial development more marketable. Additional retail largely as a support use for the office use, may result in fewer vehicle trips to the site. In any case, any increase in vehicle trips to the site as a result of the 2012 Project will not be substantial. For the reasons stated, the City Council finds that the benefits of the 2012 Project, in conjunction with previously approved development of the site, outweigh the continuing significant and unavoidable impacts. I -26- RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AMENDMENTS TO PHASES II AND III OF THE 2008 FINAL TERRABAY SPECIFIC PLAN, AMENDMENTS TO THE PRECISE PLAN, AND MINOR MODIFICATIONS TO THE TRANSPORTATION DEMAND MANAGEMENT PROGRAM FOR THE TERRABAY PHASE III (CENTENNIAL TOWERS) PROJECT WHEREAS, the Terrabay lands have an extensive planning history dating to the early 1980s; and, WHEREAS, the City Council of South San Francisco approved the Final Terrabay Specific Plan Phase III of the Terrabay Development on November 21, 2000, and have since approved amendments, most recently in July of 2008, to the Final Terrabay Specific Plan and approved Precise Plan; and, WHEREAS, pursuant to the California Environmental Quality Act ( "CEQA "), environmental impacts of the project and various amendments have been analyzed, resulting in certification of a 1982 Environmental Impact Report (EIR), a 1996 Supplemental Environmental Impact Report ( "SEIR "), a 1998/99 SEIR, a 2005 SEIR, and adoption of a 2000, 2006, 2008 and 2012 Addendum; and, WHEREAS, the applicant now requests an amendment to the 2008 Final Terrabay Specific Plan and Precise Plan to allow a Terrabay Specific Plan permitted retail use to occupy approximately 5,800 square feet on the second floor of the South Tower in place of the child care center and accept payment of a child care impact fee in lieu of constructing the child care center ( "2012 Project "); and, WHEREAS, pursuant to CEQA, changes to projects for which an EIR has been certified do not require subsequent EIRs, unless the lead agency determines that the changes will result in new significant impacts or mitigation measures, or substantially more severe impacts than those analyzed in the previous EIR; and WHEREAS, the prior certified EIR, SEIRs and Addenda fully analyzed all potentially significant impacts and proposed mitigation for said impacts; and, WHEREAS, the City Council previously adopted a Mitigation Monitoring and Reporting Program for the project and a Statement of Overriding Considerations for the project's significant and unavoidable impacts, both of which remain in full force and effect; and, WHEREAS, based upon the foregoing and CEQA Guidelines sections 15162 and 15164, no -27- further environmental review is required, and the appropriate CEQA document for approval of the 2012 Project is an Addendum, as prepared and adopted by separate resolution; and, WHEREAS, on November 1, 2012, the Planning Commission held a properly noticed public hearing to consider the proposed Amendments to the Final Terrabay Specific Plan, the Precise Plan, and conditions of approval, to take public comments, and make a recommendation to the City Council on the Project. NOW THEREFORE, based on the entirety of the record which includes without limitation, (1) the South San Francisco General Plan, and General Plan Environmental Impact Report; (2) The Final Phases 11 and III Terrabay Specific Plan, as amended in 2000, 2006, 2008 and proposed amendment in 2012; (3) The certified 1982 Terrabay Environmental Impact Report and mitigation and monitoring program; (4) the certified 1996 Terrabay Supplemental Environmental Impact Report; (5) The certified 1998 -99 Terrabay Supplemental Environmental Impact Report and Mitigation Monitoring and Reporting Program; (6) The certified 2005 Supplemental Environmental Impact Report; (7) The adopted 2000, 2006, 2008 and 2012 Addenda; with the Mitigation Monitoring and Reporting Program, and (8) All public hearings on the project, including minutes and reports prepared for such hearings, the City Council of the City of South San Francisco, does hereby RESOLVE as follows: A. General Findings 1. The foregoing recitals are true and correct and made a part of this Resolution. 2. The Exhibits attached to this Resolution, including Exhibit A, the conditions of approval, and Exhibit B, the specific plan amendment, are each incorporated by reference as part ofthis Resolution, as if each were set forth fully herein. 3. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin. B. Specific Plan Amendments The Specific Plan Amendments are consistent with the South San Francisco General Plan, The Specific Plan Amendments proposed relate to permitting Terrabay retail uses on the second floor of the South Tower. All findings and analysis made in support of compliance of the project with the General Plan are unchanged. The approved 2008 Final Terrabay Specific Plan would be modified only to allow 5,800 square feet of retail on the second floor as a support use for the approved office use on the site and payment of a child care impact fee of approximately $410,000. Therefore, the distribution, location, and extent of land uses governed by the Terrabay Specific Plan would not be altered. General Plan consistency findings, specific to the proposed Specific Plan Amendments are as follows: Chapter 2.6 Land Use Policies ea -28- 2 -G -1: Preserve the scale and character ofestablished neighborhoods, and protect residents from changes in non - residential areas. Analysis: The proposed 2012 Project will be a part of the approved 2008 Project. The 2012 Project will compliment the existing land uses on the project site, and the existing approved project compliments the land uses in the area and the City. 2 -G -2: Maintain a balanced land use program that provides opportunities for continued economic growth and building intensities that reflect South San Francisco'sprominent inner bay location and excellent regional access. Analysis: The approved 2008 Project has immediate access to Highway 101, San Francisco, the peninsula and the airport which provides local and area -wide clientele for the Project. Previous fiscal studies indicate that the approved 2008 Project will add to the City's tax base. The 2012 Project proposes a supporting use for the approved office component of the 2008 Project and enhances the Project's overall marketability. The existing FAR is 0.84 under the 1.0 FAR maximum for Business Commercial land use designations with structured parking. 2 -I - -4: Require all new developments seeking an FAR bonus set forth in Table 2.2 -2 to achieve a progressively higher alternative mode usage. Analysis: The TDM measures identified in Schedule 20.400: Summary of Program Requirements (Zoning) of the City's TDM Ordinance is incorporated into the TDM program for the Project. The TDM Program is approved and the 2012 Project will amend the program to result in a 32 percent mode shift. 2- I - -13: As apart of development review in environmentally sensitive areas require specific environmental studies and /or review as stipulated in Section 7.1: Habitat and Biological Resources Conservation. Analysis: The 2008 Project avoids critical species habitat, wetlands, and the archaeological site. The 2012 Project does not change these conditions. The driving factor in clustering the 2000 Project, as modified subsequently was the protection of 26 acres (the Preservation Parcel) for species habitat preservation. Terrabay Phase III was approximately 47 acres in area prior to the designation of the Preservation Parcel as open space and the Buffer Parcel as a buffer zone. The Preservation Parcel contains over 1,000 Viola Pendunculata which is the food plant for the endangered Callippee silverspot butterfly. The Preservation Parcel also preserves the archaeological site and wetlands in perpetuity. The 2012 Project would not affect these conditions. Chapter 3: Planning Sub -Areas Element: Paradise Valley / Terrabay 3- 8 -G -2: Improve accessibility to neighborhood shopping opportunities. 3 -29- Analysis: The 2008 Project provides office, restaurant and retail land uses and a shared use performing arts facility. The 2012 Project does not alter these conditions and complies with this policy. Chapter 4: Transportation 4- 2 -G -7: Provide a fair and equitable means for payingfor future street improvements; and, 4- 2 -I -6: Incorporate as part of the City's CIP needed intersection and roadway improvements including Bayshore (now Airport) Boulevard and U.S. 101 Hook Ramps. Analysis: The 2008 Project Sponsor contributed land and $8.5 million to construct the hook ramps. The traffic improvements are in place and operational. The 2012 Project would not change these conditions and has complied with this policy. 4- 3 -G -2: Provide safe and direct pedestrian and bikeways between and through residential neighborhoods, and to transit centers. Analysis: The 2008 Project includes pedestrian walkways to Airport and Sister Cities Boulevards and to the bus stop on Airport Boulevard. The 2012 Project would not impactor alter pedestrian and bikeways and links to transit and complies with this policy. 4- 3 -G -3: In partnership with local employers, continue efforts to expand shuttle operations. Analysis: The Terrabay project implements a shuttle service for Peninsula Mandalay. The shuttle service was expanded to cover the Phase III Project including the 2012 Project. 4- 3 -1 -4: Require provision of secure and covered bicycle parking. Analysis: The approved TDM Program identifies bicycle facilities. The 2012 Project would not alter or affect these conditions. Chapter 5: Parks, Public Facilities and Services S- I -G -S: Develop linearparks in conjunction with major infrastructure improvements and along existing utility and transportation rights -of -ways. Analysis: Terrabay Phase I and II include a linear park. The park terminates within the Phase III site. The 2012 Project includes a trail to the western portion of the site for an overlook area. The 2012 Project would not alter these conditions. Chapter 6: Economic Development 6 -G -1.- In partnership with business and community groups, proactively participate in the City's economic development. 4 -30- Analysis: Terrabay has had a long (30 year plus) history that has been controversial. Beginning in 1999 through to the present, much of the controversy has been abated largely as a result of the following actions: • The Planning Commission and City Council designated the Preservation Parcel as permanent open space. • Myers Development, City leaders and City staff worked with community groups to address the restoration and preservation of land and habitat. As a result of this effort, the results of the restoration are being used as examples of success by U.S. Fish and Wildlife, San Mateo County and Thomas Reid and Associates. San Bruno Mountain Watch, in a comment letter on the 2005 SEIR, also lauded the restoration of the Preservation Parcel. • Myers conveyance of the 6.22 acre Recreation Parcel to the City for open space and recreation. • Myers Development and the City, in particular the City Council and Planning Commission sub committee, worked to develop a land plan that in the words of one sub committee member, "makes economic and land use sense ". The 2008 Project includes office and retail land use that will bring tax revenues to the City, provide for police and fire services and pay for its own infrastructure. The 2012 Project will not compromise these conditions. 2. The Amendments are consistent with the Airport Land Use Plan. Dave Carbone, Staff Administrator of the C /CAG San Mateo County Airport Land Use Committee (ALUC) previously reviewed the Final Terrabay Specific Plan and found it complied with the ALUC requirements (letter of October 25, 2000). The proposed amendment will allow for second story retail in the South Tower and will not alter the ALUC findings. 3. The Amendments are consistent with the Habitat Conservation Plan. (HCP) Victoria Harris, biologist with Thomas Reid Associates (The Plan Administrator) reviewed the previously approved Final Terrabay Specific Plan and found the Specific Plan complied with the HCP boundary and grading limits (letter of October 25, 2000) certified by the City of South San Francisco on May 12, 1999. The limits certified by the City on May 12, 1999, were used to verify HCP Compliance for Terrabay Phase 11 and Phase III. The Amendments would allow second floor retail in the South Tower and will not alter the previously approved and constructed building envelope. The Amendments are consistent with the HCP. 4. Proper environmental documentation has been prepared for the Amendments in accordance with CEQA Guidelines sections 15162 and 15164. This finding is based upon all evidence in the record as a whole, including, but not limited to the following: the Planning Commission and City Council's independent review of the proposed Amendments; the SEIR 5 -31- and relevant sections of the 1982 EIR and the 1996 Supplemental EIR and the entire 1998/1999 SEIR, and Addenda thereto, which demonstrate that any significant impacts from the proposed development have either been avoided or mitigated to a level of less than significance or were addressed in the Statement of Overriding Considerations. No further environmental analysis is required when a prior EIR has been prepared for a project unless new or substantially more severe significant impacts are identified. The Amendments would not result in any new or substantially more severe significant impacts or any require changes to existing mitigation measures. Therefore, in accordance with CEQA Guidelines sections 15162 and 15164, no additional environmental review is required, and an Addendum is the appropriate CEQA document for approval of the amendment. 5. The Amendments to the Specific Plan will not be detrimental to the public interest, health, safety, convenience, or welfare of the City because they are permitted uses in the Terrabay Zoning District and identified in the Terrabay Phases II and III Specific Plan amendment and are designed to serve the project as a whole, reduce traffic and provide public access and benefit. 6. The site is physically suitable for the proposed type and density of development. This finding is based upon all evidence in the record as a whole, including, but not limited to the following: The site is suited for the type, density and location of commercial development in that all the mitigation measures applicable to the Phase III site identified in the 1982 EIR, 1996 SEIR, 1998/99 SEIR, and 2005 SEIR and 2000, 2006, 2008 and 2012 Addenda and are incorporated into the Mitigation Monitoring and Reporting Program. No changes to the Mitigation Monitoring and Reporting Program are required as a result of the Amendments. 7. The Amendments to the Specific Plan will be superior to development otherwise allowed under conventional zoning classifications because they are in conformance with the parameters of the specific plan and allow for preservation of habitat and open space, traffic improvements and shared uses not otherwise recognized through conventional zoning. C. Precise Plan Amendments 1. The Amendments to the Precise Plan are consistent with the City of South San Francisco General Plan for the reasons identified in Section B.1, above. The Amendments are also consistent with the applicable Terrabay Phases II and III Specific Plan because they would permit high quality retail, and would require the 7,500 square foot outdoor area to be maintained as an amenity for project occupants, visitors and customers. In addition, the 2012 Project includes only land uses that are currently permitted on the Terrabay Phase III commercial site; it does not introduce new land uses. 2. The Amendments do not require an alteration to or addition of design, improvements and constructions standards included within the Terrabay Phases II and III Specific Plan and Mitigation Monitoring and Reporting Program and will not cause environmental damage or substantially and unavoidably injure fish or wildlife in their habitat and are designed to achieve compliance with the development and/or construction standards of the Terrabay L -32- Phases II and III Specific Plan. This finding is based upon all evidence in the record as a whole, including, but not limited to the following: the 1982 EIR,1996 SEIR, 1998/99 SEIR, and 2005 SEIR and 2000, 2006, 2008 and 2012 Addenda that analyze the anticipated environmental effects of the proposed Phase III development and together with the adopted Mitigation Monitoring and Reporting Program demonstrate that the project will either avoid or mitigate impacts of the project that are likely to cause serious public health problems, or to cause substantial environmental damage, or to cause substantial and avoidable injuries to fish, wildlife or their habitat. 3. The design and type of improvements proposed in the Amendments do not conflict with public easements for access through or use of the property within the Phase III areas of the Terrabay development and conform to the provisions of the Subdivision Map Act and Chapter 19.48.080 of the South San Francisco Municipal Code as to design, drainage, utilities, road improvements and offers of dedication or deed. This finding is based upon all evidence in the record as a whole, including, but not limited to the Planning Commission's and City Council's independent review of the proposed Amendments and the reports of the city engineer and other appropriate department heads. 4. As previously determined by the City Council, Phase III of the Terrabay development provides, to the extent feasible, future passive or natural heating or cooling opportunities. No changes are proposed in the Amendments that would alter passive or natural heating and cooling opportunities. This finding is based upon all evidence in the record as a whole, including, but not limited to the 1982 EIR, 1996 SEIR, 1998/99 SEIR, and 2005 SEIR and 2000, 2006, 2006, 2008 and 2012 Addenda. D. Minor Modifications to the Transportation Demand Management Program The minor modifications to the TDM Program are allowable and warranted based on the City's Municipal Code Section 20.400.007(a), which allows the Chief Planner to approve minor modifications to final trip reduction plans that are consistent with the original findings and conditions approved by the Review Authority and would result in the target minimum alternative mode use. The Chief Planner finds that the proposed modifications would bring the TDM Program into compliance with current Municipal Code requirements for such programs, and would effectively target the minimum alternative mode use of 32 percent. BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as hereto as Exhibit A and incorporated herein, the City Council of the City of South San Francisco does hereby: A. Make the findings contained in this Resolution. B. Approve the amendment to the 2008 Final Terrabay Specific Plan, as stated in the attached Exhibit B, and incorporated herein, in order to permit the establishment of second floor retail in the South Tower where the child care center was previously approved and payment of a child care impact fee in lieu of constructing the. child care 7 -33- facility (2012 value at $410,000). C. Approve an amendment to the Precise Plan for the project in order to permit 5,800 square feet of retail on the second floor of the South Tower as proposed. D. Affirm the Chief Planner's finding that minor modifications to the TDM are allowable. E. Authorize City staff to make the related changes to the Terrabay Specific Plan and Precise Plan consistent with the approvals contained in this Resolution. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. I hereby certify the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting of the City Council held the 12'h day of December 2012 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Resolution this day of , 2012. Pedro Gonzalez, Mayor D -34- Exhibit A Conditions of Approval CONDITIONS OF APPROVAL 2012 AMENDMENT TO THE FINAL TERRABAY PHASE III SPECIFIC PLAN, PRECISE PLAN AND CONDITION OF APPROVAL P06 -0073: PPM12 -0001 AND SPA12 -0001 A. PLANNING DIVISION 1. The Applicant/Project shall conform to all the conditions of approval identified in Resolutions 82 -2006 and 89 -2008, as modified herein, as well as the additional conditions contained herein. 2. The Applicant/Project shall implement all the mitigation measures identified in the adopted Mitigation Monitoring and Reporting Program for Terrabay adopted by City Council Resolutions 81 -2006 and 88 -2008 and readopted in 2012. The following conditions of approval identified in Resolutions 81 -2006 and 89 -2008 shall be modified to read as follows: A.13 All the requirements of the Transportation Demand Management Program (TDM Program) contained in the Final Terrabay Specific Plan and shown in Attachment B to the 2012 CEQA Addendum resolution of approval and in accordance with SSF Municipal Code Chapter 20.400 shall be implemented into the project. Monitoring shall occur in accordance with SSF Municipal Code 20.400 and updates (as needed) of the TDM Program shall occur in order to assure that the performance objectives (32 percent mode shift) are met. The 20061 Project, as noted in the TDM Program, shall incorporate shuttle bus service into the Project. The shuttle bus service can either be a stand alone serving the project, connect with the Alliance shuttle bus service serving the East of 101 areas, or another similar shuttle service such as the one serving the Peninsula Mandalay Tower. The Applicant shall cooperate with the City in the development and implementation of a regional shuttle service if such service is considered by the City. A.21 The 7,500 square foot outdoor area on the second floor of the South Tower shall be maintained as an outdoor amenity gathering space, break out area, eating and/or relaxing area for the project employees and visitors /customers and shall be improved with landscaping, seating and other features such as a fire pit, outdoor cooking oven, public art or other focal amenity pieces, regardless of the occupant of the adjacent interior space. The design and layout of the area shall be subject to the Chief Planner's review and approval. Prior to I The condition contains the requirements of 2006 and is updated to require a 32 percent mode shift. 6 -35- 85percent occupancy of the South Tower, all improvements shall be installed. A.21.a The 5,794 square foot area on the second floor shall be permitted as Final Terrabay Phases H and III Specific Plan retail uses only. Office is not permitted in this area. A.21.b The 7,500 square foot outdoor amenity area shall be retained and maintained as an outdoor amenity area accessible to the tenants, visitors and customers of the Centennial Towers project. A.2 Lc The child care fee, estimated to be approximately $410,000, shall be paid according to the provisions and requirements of the City's ordinance. A.22 The 2006 Project shall be an essentially "complete project" should the project be constructed in two phases. Therefore, notwithstanding which office tower may be constructed first, the performing arts, landscaping, Point of San Bruno Mountain land replanting and public art program shall be in place at the time a certificate of occupancy is issued for the first phase of construction. The remaining yet -to -be developed portion of the project shall be landscaped, include outdoor seating areas and outdoor art, such as sculpture. A plan that represents a "complete project" shall be submitted along with the building permits for the first phase of construction should the project be phased. The Plan shall be reviewed and approved by the Chief Planner and shall include at a minimum the requirements of this condition. The taller of the two northwestern retaining walls shall not be constructed prior to construction of the North Tower. This area shall also remain in a "natural state" which involves either burying the smaller of the two retaining walls (if constructed in the first phase) or deferring its construction to the second phase and landscaping the area in either case. io -36- Exhibit B Final Terrabay Specific Plan Amendment Addition of the following paragraphs (four and five) on page 1 -45 of the Final Terrabay Phases II and III Specific Plan: The December 2012 Plan Amendment permits replacing the day care center (subject to payment of the City's Childcare Fee) with permitted retail identified in the Final Terrabay Specific Plan Phases II and III and the Terrabay Specific Plan Zoning District (SSSMC 20.240). The outdoor area on the second floor of the South Tower shall be improved, and remain as an outdoor amenity area for the project as a whole and visitors to the project regardless of the occupant of the adjacent interior space. The outdoor area shall contain landscaping, seating areas and focal points such as a fire pit, outdoor cooking oven and art. High quality commercial and restaurant uses recognized nationally by their name are permitted commercial retail uses on the Phase III Commercial site. Businesses such as Baja Fresh, Starbucks, Peet's Coffee and Tea, The Cheesecake Factory,'Gordon Biersch, Jamba Juice, Pasta Pomodoro, Wolfgang Puck, Kulettos and Il Fornaio are higher end well - performing businesses appropriate for the Phase III site. Specialty services such as computer: stores, office supply, bookstore stores, retail dry cleaner outlets, shoe repair, florists, specialty high -end grocery and/or deli uses, sundry shops, boutiques and similar uses are permitted support uses. These types ofretailers or their equivalent are permitted. Significant deviations from these types of retail uses, as determined by the chief planner, may not be permitted or may require a conditional use permit. The applicant will be required to demonstrate how the proposed use is substantially equivalent to the uses and retailers listed above. No fast food drive through restaurants are permitted on the Phase III site. Medical office and associated uses are not permitted on the ground floor. Retail oriented financial or business serving uses that support commercial retail such as automatic teller machines (ATM's) are permitted with approval of a use permit on the ground floor and provided that these types of uses can be shown to be of benefit to the employees of the site and do not exceed ten percent of the ground floor retail space. 2012895.1 11 -37- RESOLUTION NO. 2725 -2012 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION MAKING FINDINGS AND RECOMMENDING THAT THE CITY COUNCIL ADOPT THE 2012 ADDENDUM TO THE 1996, 1998/99 AND 2005 SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORTS AND 2006 AND 2008 ADDENDA TO THOSE REPORTS, INCLUDING ADOPTION OF THE RELATED STATEMENT OF OVERRIDING CONSIDERATIONS AND MITIGATION MONITORING AND REPORTING PROGRAM FOR THE CENTENNIAL TOWERS PROJECT. WHEREAS, the Terrabay lands have an extensive planning history dating to the early 1980s; and, WHEREAS, the City Council of South San Francisco, pursuant to the California Environmental Quality Act (CEQA), adopted the 2008 Addendum which builds upon the certified 2005 1998/99 SEIR, 1996 Supplemental Environmental Impact Reports (SEIRs) and 1982 Environmental Impact Report, and adopted a Mitigation Monitoring and Reporting Program (MMRP) for Terrabay Phase III by Resolution 88 -2008, all of which remain in effect; and, WHEREAS, the City Council of South San Francisco, pursuant to the California. Environmental Quality Act (CEQA), adopted the 2006 Addendum and certified the 2005 SEIR, which builds upon the certified 1998/99 SEIR, 1996 SEIR and 1982 Environmental Impact Report, and adopted a Mitigation Monitoring and Reporting Program (MMRP) for Terrabay Phase III by Resolution 81 -2006, all of which remain in effect; and, WHEREAS, the City Council approved the 2008 Plan Amendment to the 2008 Final Terrabay Specific Plan, in October of 2006 by Resolution 88 -2009; and, WHEREAS, the City Council approved the 2006 Plan Amendment to the 2006 Final Terrabay Specific Plan, in October of 2006 by Resolution 82 -2006; and, WHEREAS, pursuant to adoption of the 2006 Addendum and certification of the 2005 SEIR, for those impacts of the 2006 Plan Amendment and Final Terrabay Specific Plan that would remain significant and unavoidable, the City adopted a Statement of Overriding Considerations, included as Exhibit B to this resolution and incorporated by reference; and WHEREAS, the applicant now requests an amendment to the 2012 Final Terrabay Specific Plan and Precise Plan to allow a Terrabay permitted retail as a support use to the office component on the second floor of the South Tower where the day care center was programmed and approved, and payment of a child care impact fee of approximately $410,000 ("2012 Project'); and, WHEREAS, environmental analysis was conducted pursuant to the California Environmental i -38- Quality Act, included as Exhibit A to this resolution and incorporated by reference, to determine if additional environmental review was required for the 2012 Project, pursuant to CEQA Guidelines Section 15162. Based on the analysis, the City determined that the potentially significant effects of the 2012 Project were adequately addressed in the previous CEQA documents, including the 2000, 2006 and 2008 Addenda, the 2005 SEIR, the 1998/99 SEIR, 1996 SEIR and 1982 EIR. The project remains subject to all previously adopted mitigation measures applicable to the project and project site; and WHEREAS, pursuant to Section 15162 ofthe CEQA Guidelines, no subsequent EIR shall be prepared for the 2012 Project, as no substantial changes have been proposed to the project or the conditions under which the project will be carried out that require major revisions to the previous EIRs. No new significant environmental impacts have been identified and no substantial increase in the severity ofpreviously identified impacts has been discovered. The project remains subject to all previously adopted mitigation measures, as applicable; and WHEREAS, pursuant to CEQA Guidelines Section 15164, an Addendum, included as Exhibit A to this resolution and incorporated by reference ( "2012 Addendum "), was prepared for the 2012 Project, which identifies the project changes and their relationship to the analysis in the previous Addenda, SEIRs, and EIR; and WHEREAS, the Planning Commission held a properly noticed public hearing on November 1, 2012, at which time interested parties had the opportunity to be heard, to review the 2012 Project including the environmental findings, as well as supporting documents, prior to making a recommendation on the 2012 Project; and WHEREAS, a Staff Report dated November 1, 2012, was submitted to the Planning Commission analyzing the 2012 Project and recommending approval ofthe 2012 Addendum and the project applications; and WHEREAS, the Planning Commission exercised its independent judgment and analysis, and considered all reports, recommendations and testimony before taking action on the 2012 Addendum and the 2012 Project. NOW THEREFORE, based on the entirety of the record before it, which includes without limitation, (1) the South San Francisco General Plan, and General Plan Environmental Impact Report; (2) The Final Terrabay Specific Plan, as amended in 2000, 2006, 2008 and proposed amendment in 2012; (3) The 2005 Certified Supplemental Environmental Impact Report and 2000 ' 2006 and 2008 Addenda and Mitigation Monitoring and Reporting Program, 1998 -99 Certified Terrabay Supplemental Environmental Impact Report, which includes the 1982 Certified Terrabay Environmental Impact Report, the Certified 1996 Terrabay Supplemental Environmental Impact Report and Addendum to the 1998 -1999 Certified Terrabay Supplemental Environmental Impact Report; (4) All public hearings on the project, including minutes and reports prepared for such hearings, the Planning Commission of the City of South San Francisco, does hereby RESOLVE as follows: The foregoing recitals are true and correct and made a part of this resolution. 2 -39- 1. The Planning Commission finds that the proposed 2012 Project will not result in any of the conditions identified in CEQA Guidelines section 15162 by permitting a retail use on the second floor of the South Tower as defined herein. 2. Retail use in approximately 5,800 square feet of floor area on the second floor of the South Tower will not create any new significant impacts or substantially more severe impacts as compared to those identified and analyzed in the 2000, 2006 and 2008 Addenda and 2005 SEIR, which build upon the 1998/99 SEIR, 1996 SEIR and 1982 EIR. Nor is there in any new information of substantial importance that demonstrates new or substantially more severe significant effects, as compared to those identified in the prior CEQA documents. Nor are any new or additional mitigation measures required to mitigate any impacts of the 2012 Project. 3. The Planning Commission finds that some of the significant and unavoidable impacts identified in the Statement of Overriding Considerations would apply to the 2012 Project, but as detailed in the Statement, the benefits of the project continue to outweigh the adverse impacts. 4. Accordingly, the Planning Commission finds that CEQA Guidelines section 15162 does not require any further CEQA review, and that an addendum, pursuant to CEQA Guidelines section 15164, is the appropriate environmental document for approval of the 2012 Project. BE IT FURTHER RESOLVED that the Planning Commission does hereby: 1. Recommend that the City Council of the City of South San Francisco adopt the 2012 Addendum, including the related Initial Study and Mitigation Monitoring and Reporting Program, as described in Exhibit A and incorporated herein by reference. 2. Recommend that the City Council adopt the Statement of Overriding Considerations, as described in Exhibit B and incorporated herein by reference. I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 1 st day of November, 2012 by the following vote: Ayes: Chaimerson Zemke, Vice- Chairperson Ochsenhirt, Commissioner Giusti, Commissioner Gupta, Commissioner Martin, Commissioner Prouty and Commissioner Sim Noes: Abstain: Absent: 3 -40- Attest. Susy Secretary to the Planning Commission EXHIBIT A 2012 ADDENDUM BACKGROUND 1982 -2012 Planning for the Terrabay project began in the early 1980's encompassing a three phased development on the east and southeast slopes of San Bruno Mountain fronted by Airport and Sister Cities Boulevards. An environmental impact report (EIR) for the project was certified by the City in 19821. The Terrabay Zoning District (Chapter 20.240 South San Francisco Municipal Code (SSFMC)- Zoning) was also created in 1982 accompanied by both a specific and precise plan. Residential, retail commercial, commercial office, open space, habitat preservation and recreation are the permitted land uses. Various modifications and refinements to the original land use plan have been requested and conditionally approved since 1982. Three supplemental environmental impact reports (SEIRs) were prepared and certified in 1996, 1998/99 and 2005. Three addenda to the environmental documents have been prepared and adopted in 2000, 2006 and 2008. The approved project (2008 Project) consists of office and retail development in two towers, a shared use performing arts facility, child care center, structured and surface parking and a Transportation Demand Management Program. (TDM Program) as shown in Table 1, below. TABLE 1 2008 APPROVED TERRABAY PROJECT Gross Square Feet SOUTH TONWBR Office 313,002 Commercial 11,544 Child Care 5,794 Performing Arts 4,433 Sub Total 334,773 Parking 962 spaces NORTH TOWER Office 352,026 Commercial 12,465 Product Design Studio 15,007 Sub Total 379,486 Parking 990 spaces TOTALS Office 665,028 Commercial 24,009 Child Care 5,794 Performing Arts 4,433 Product Design Studio 15007 Total 714,271 Total Parkin 1,952 s aces i San D4ateo County Board of Supervisors also certified the EIR as the 1982 project involved annexation of land into the City of South San Francisco. 4 -41- 2012 AMENDMENT (2012 PROJECT) Myers Development Company ("Sponsor") is requesting an amendment to the Terrabay Phases II and III Specific Plan (Specific Plan) and Precise Plan, Planning Conditions of Approval #21 and #22 to release the obligation to provide a child care facility within the 2012 Project and allow for fitness center or other retail use permitted by the Final Terrabay Phases II and III Specific Plan in its place. The space for the childcare center is located on the second floor of the South Tower as shown on the drawings in Attachment A. The area consists of 5,794 square feet of interior space and 7,502 square feet of exterior space. The interior and exterior shell for the facility was constructed in 2009 and tenant improvements would have ensued upon a majority of the building being leased and securing a day care provider. Sunlight and shadow studies were conducted in 2006 to identify and develop the optimum area on the site for the outdoor play area (see Figure 27, Terrabay Specific Plan). The outdoor area is surrounded by 42 inch high plaster wall and is largely void of the winds associated with San Bruno Mountain. Prevailing winds are west to east and the mountain and Phase II parking structure shields the outdoor area from excessive wind. Sponsor is seeking permission to utilize the space as a fitness center; a permitted retail use within the Terrabay Specific Plan Zoning District provided the center is "...associated with the office use as an office - worker support use and a TDM measure" (SSFMC 20.240.003.B.4). Sponsor is also seeking approvals to lease the space in the future to other Terrabay permitted retail uses. The center is proposed to be open to building occupants (the Centennial Towers project as a whole) and to the general public on a membership basis. The center is programmed to include cardio equipment, free weights, a lounge area and a studio for group exercise and yoga classes. The outdoor area is proposed to be improved as a public seating area for building tenants and members of the fitness center. TDM Program The proposed change of use requires a modification to the TDM Program. The child care center is identified in the Terrabay Specific Plan as an amenity to the development on the whole one that, "will favourably affect the trip- generation potential of the Terrabay project ... trip-generation and traffic counts will be reduced given the elimination of the need to venture off site..." (page 1 -48, Terrabay Specific Plan). Trip reduction associated with an on -site day care center was also included in the environmental analyses for the project since its inception in 2000. A TDM Program for the project was approved the City in October, 2006 and C /CAG in September, 2008. The 2012 TDM Program targets a 32 percent mode shift. The 2008 Project is required to mitigate 982 peak period trips (2006 Addendum, Attachment A Crane Transportation Group). The approved TDM Program mitigates 1,084 trips, 102 in excess of the C /CAG requirement. The day care center accounts for 100 points in the trip reduction calculations and without the center the trip reduction points would be reduced to two over that required by C /CAG, in absence of modifying the program. The stated purpose of the City's TDM Program requirement is to reduce and mitigate traffic associated with nonresidential development, protect the public health and safety, reduce drive -alone commute trips and provide for monitoring and enforcement of the programs to ensure the targeted mode shift (SSFMC 20.400.001 A -E). There are additional benefits associated with a robust TDM Program which include a reduction in greenhouse gas emissions (GHG), less overall degradation of air quality and potentially less noise impacts. For these reasons an adjustment to the TDM Program is being considered to recapture the loss of the trip reduction afforded by the child care center. 5 -42- SuccessFactors would occupy three floors of the South Tower and iC1X currently occupies one floor constituting approximately 38 percent of the leasable office areal. High tech firms actively recruit employees that are the best in their field and offer incentive packages beyond those envisioned in the C /CAG TDM Guidehnes3 which are criteria from which points are assigned. These incentive packages also improve the ability of the program to obtain the 30 percent mode shift required by the City. The following measures are standard incentives that are included in the proposed modification to the TDM Program (see Attachment B): Augmented subsidies for the existing shuttle service that connects Centennial Towers with South San Francisco Bart and Caltrain and expand the service to include the South San Francisco ferry. SuccessFactors will have a shuttle that picks up employees in Berkeley and Oakland in the morning and drop off in the afternoon and evening. Employers give incentives to employees for carpooling by giving carpoolers either cash or vouchers. . Employers pay for a computer, printer, chair and phone to employees working from home. Approximately 30 percent of employees work from home two days a week. Telecommuting is encouraged. i> Employers encourage and promote working flex hours. Approximately 10 percent work from 6AM -3PM, 60 percent work from 8AM -6PM and 30 percent work frorn l OAM -7PM. D Approximately 30 percent of employees take public transportation to work and the goal is to increase this number. Employers use video conferencing and "Go To Meeting" technology4. The trip credits would total 1,555 representing increase of 471 over the 2008 TDM Program. The increase is mainly due to tenants in the building giving their employees flexibility and opportunity to work from home and flexibility in staggering work schedules. Technology has also played a vital role in reducing trips. Many employers now use technology such as "Go To Meeting" and video conferencing in. their daily routine and employers estimate that face -to -face meetings (i.e., getting into a car and driving to another location) has been reduced by at least 20 percent. There is a positive correlation between the use of technology in the workplace and trip reduction. &iMJUV�M iWh , W I :5 AIA The 2012 Project involves a change of use from day care to fitness center or other permitted retail use. No additional square footage is proposed. The day care center was targeted in the 2008 Project as a public and private amenity, and one that would reduce vehicle trips. The change in use requires CEQA review in particular with respect to traffic and circulation and GHG issues. The following analysis uses the 2008 Addendum as baseline for 2012 Project impacts and mitigation measures. The 2008 Addendum is an accurate reflection of the project layout and permitted uses. The 2012 Project is evaluated in light of the analysis from 2008, which as noted builds from the 1996, 1998/99 and 2005 SEIRs and the 2000 and 2006 addenda. The analysis includes the environmental 2 The.South Tower is 12 stories. Rentable office area consists of 10.5 floors as the ground floor does not include office area and the half of the second floor is the subject of this amendment and is not permitted to be office but an amenity to the project and the community. 3 C /CAG TDM Guidelines provide a point system earned for various mode -shift measures. The Guidelines were last amended in 2004. 4 "go -to" meetings are computer application(s) that allow virtual face -to -face meetings. 6 -43- topics identified in Appendix G, CEQA Guideline.. Analysis The 2012 Project would have no impact on aesthetics, agriculture and forest resources, air quality, GHG, biological resources, cultural resources, geology and soils, hazards and hazardous materials, human health risks, hydrology and water quality, land use and planning, mineral resources, noise, population and housing, public services, recreation, transportation and traffic and utilities and service systems. Following are the findings that support this statement. Aesthetics The 2012 Project would not alter the approved land use plan with respect to the built environment. The 2012 Project would not introduce additional lighting beyond that envisioned in 2008. No new or increased mitigation measures would be required for the 2012 Project. Agriculture and Forest Resources There are no agricultural or forest resources on the Project site. There are no impacts to agricultural resources and no mitigation measures are required. Air Quality The 2012 Project would not increase the amount of criteria air pollutants from those identified in the 2008 Addendum. Ozone and PMio would remain a Significant and Unavoidable Impact as identified and analyzed in the 1998/99 SEIR, the 2005 SEIR and the 2006 and 2008 Addenda. The 2012 Project would not increase the severity of this impact; nonetheless, the 2012 Project will restate and re -adopt the Findings of Overriding Considerations for the following impact Impact 4.5.2 from the 1998/99 SEIR Changes in Long Term Air Quality. No new or increased mitigation measures would be required for the 2012 Project. The 2012 Project is not anticipated to increase trips to the site and'would through the revised TDM Program, mitigate 1,555 trips or 573 over 982 required by C /CAG (see the Traffic and Circulation section below). Annual monitoring and amendments to the TDM Program, if needed, is a requirement of Planning Condition of Approval #A -13 and City ordinance. Therefore this relationship to trip reduction can be reasonably assured. Greenhouse Gas The 2012 Project would not increase the amount of GHG from that calculated for the 2008 Project. GHG impacts would remain less than significant. Moreover, the TDM Program could result in a reduction of GHG from that analyzed in 2008 largely due to technological advances in telecommuting identified in the discussion of the TDM Program. No new or increased mitigation measures would be required for the 2012 Project. Biological Resources The 2012 Project would not affect biological resources. Wetlands on the Phase III site have been preserved and enhanced and Callippee Silverspot butterfly habitat has been preserved as part of the original 2000 Project which is carried over an implemented into the current as -built conditions. The requisite United States Army Corp of Engineers and California Department of Fish and Game permits have been secured and the wetlands restoration is underway and being monitored by the City. No new or increased mitigation measures would be required for the 2012 Project as the change in use would not affect biological resources. 7 -44- Cultural and Historic Resources The 2012 Project would not affect cultural or historic resources. The proposed change of use would be located on the second floor of the South Tower and would not result in any new site disturbance. Site grading was monitored by Holman and Associates, Archaeologists as required by the 1998/99 SEIR and the Mitigation Monitoring and Reporting Program (MMRP). No archaeological or historic remnants were found. No burials or artifacts were discovered. Grading and development in archaeological sensitive areas was completely avoided. No new or increased mitigation measures would be required for the 2012 Project. Geology and Soils The 2012 Project would not result in any new or increased impacts with respect to geology and soils. The 2012 Project is a change of use in an area already constructed. No new or increased mitigation measures would be required for the 2012 Project. Hazards The 2012 Project would not result in any new or increased impacts with respect to hazards. The change of use would not expose project occupants or people surrounding the site to hazardous or toxic substances. The proposed use would not introduce a hazardous use on the site. No new or increased mitigation measures would be required for the 2012 Project. Hydrology and Water Quality The 2012 Project would not result in any new or increased impacts with respect to hydrology. The City evaluated storm water /waste water capacity in 2008 and determined adequate capacity does exist in the existing infrastructure for the Project and cumulative development. No new or increased mitigation measures would be required for the 2012 Project. Land Use The 2012 Project would require text and diagram amendments to the Terrabay Specific and Precise Plans. The Project is consistent with the Terrabay Specific Plan Zoning District and the City's General Plan. There is no land use impact associated with the 2012 Project. Mineral Resources There are no mineral resources on the Project site and no mineral resource impacts associated with the 2012 Project. Noise The 2012 Project would not increase traffic to the Project site which would not result in any new or increased impacts. No new or increased mitigation measures would be required for the 2012 Project. Population and Housing The 2012 Project would not result in any new or increased impacts with respect to population and housing. No new or increased mitigation measures would be required for the 2012 Project. Public Services and Recreation The 2012 Project would not result in any new or increased impacts with respect to public services. No new or increased mitigation measures would be required for the 2012 Project. No impacts associated with parks and open space would be required. The Project constructed the Terrabay Recreation Center, Fire Station and dedicated 400 acres of open space and recreational land including the Preservation Parcel (26 acres), the Recreation Parcel (6.3 acres) and juncus Ravine and remaining parcels (400 acres). The 2012 Project proposed a fitness center, or other approved retail and contiguous outdoor space for 8 -45- passive outdoor enjoyment. The 2012 Project would not result in any new or increased impacts with respect to recreation and open space. No new or increased mitigation measures would be required for the 2008 Project. Traffic and Transportation The proposed change in use, from day care to a 5,794 square foot fitness center or high quality retails would generate similar vehicle trips and both uses would largely serve the Project. A 5,794 square foot fitness center is considered small and not a traffic generator JTE, 8th Edition, and Mark Crane, Crane Transportation Group, October 1, 2012). The Institute of Traffic Engineers samples traffic data from larger facilities ranging from 15,000 to 65,000 square feet that include swimming pools and hand -and racket -ball courts, more destination bound facilities. The definition of retail use for Terrabay includes high end retail and specialty services largely to serve the office component (see footnote 5). Traffic impacts associated with the project as a whole do analyze approximately 30,000 square feet of destination bound retail. Much of the traffic associated with the retail use is anticipated to be internal capture, not destination bound, with the exception of a high quality restaurant with a demand largely off peak. The 2012 Project would not result in any new or increased impacts with respect to Transportation and Circulation (Mark Crane, Crane Transportation Group, October 1, 2012). No significant new or additional mitigation measures would be required for the 2012 Project. Nonetheless, the 2012 Project will restate and re -adopt the Findings of Overriding Considerations for three significant and unavoidable impacts identified in the 1998/99 SEIR. Impact 4.4 -1 from the 1998199 SEIR 2000 Base Case Plus Phases II and III Freeway Impacts. Impact 4.4 -4 from the 1998199 SEIR 2010 Base Case Plus Phases II and III Freeway Impacts. ➢ Impact 4.4 -5 from the 1998199 SEIR 2010 Base Case Plus Phases II and III Ramp Impacts. Utilities and Service Systems The 2012 Project would not result in any new or increased impacts with respect to utilities and service systems..No new or increased mitigation measures would be required for the 2012 Project. s High quality commercial and restaurant uses recognized nationally by their name are permitted commercial retail uses on the Phase III Commercial site. Businesses such as Baja Fresh, Starbucks, Peets Coffee and Tea, The Cheesecake Factory, Gordon Biersch, Jamba Juice, Pasta Pomodoro, Wolfgang Puck, Kulettos and 11 Fomaio are higher end well- performing businesses appropriate for the Phase III site. Specialty services such as computer stores, office supply, bookstore stores, retail dry cleaner outlets, shoe repair, florists, specialty high -end grocery and /or deli uses, sundry shops, boutiques and similar uses are permitted support uses. These types of retailers or their equivalent are permitted. Significant deviations from these types of retail uses, as determined by the chief planner, may not be perruitted or may require a conditional use permit. 9 -46- 2012 ADDENDUM 1991112.1 Lead agencies are required to evaluate impacts to the extent feasible, and in doing so are governed by the "rule of reason ", thereby evaluating potential impacts to the extent that it is reasonably feasible to do so (California Code of Regulations, Title 14, Chapter 3 Section 15151). Determinations must be supported by "substantial evidence ", facts, reasonable assumptions predicated on facts and expert opinions predicated on facts rather than speculation or argument (California Code of Regulations, Title 14, Chapter 3 Section 15384(a), Public Resources Code Section 21080(c)). Substantial evidence is defined as "enough relevant information and reasonable inferences from this information that a fair argument can be made to support a conclusion, even though other conclusions might be reached ". Additionally, lead agencies may determine that an impact is too speculative. Therefore the lead agency is not required to analyze a speculative impact so long as it has conducted a thorough investigation before concluding that the impact is too speculative for further analysis. CEQA states that "if, after thorough investigation, a lead agency finds that a particular impact is too speculative for evaluation; the agency should note its conclusion and terminate the discussion of the impact" (California Code of Regulations, Title 14, Chapter 3 Section 15145). Addenda to Environmental Documents When considering changes in a Project, and therefore changes or additions to a previously certified or adopted environmental document, the lead agency is required to evaluate if any of the following noted below has occurred pursuant to Section 15162, California Code of Regulations, Title 14, Chapter 3. An addendum may be prepared if none of the following have been triggered. An addendum does not require recirculation or public review. 1. Substantial changes are proposed in a project that will require major revisions to the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. 2. Substantial changes occur with respect to the circumstances under which a project is undertaken which will require major revisions to the previous EIR due to new significant environmental effects or a substantial increase in the severity of previously identified significant effects. 3. New information of substantial importance becomes available and was not known at the time of the previous EIR that would result in one or more significant effects not identified previously, significant effects that would be substantially more severe than identified in the previous EIR, mitigation measures or alternatives previously found not feasible or considerably different from ones identified before and would substantially reduce the effects of the project are declined by the project applicant. CONCLUSION The 2012 Project would not result in any new or substantially more severe impacts as compared to those identified in the 1996 and 1998/99 and 2005 SEIRs and the 2000, 2006 and 2008 Addenda. Significant and unavoidable impacts were identified, analyzed, and mitigated to the extent feasible. The 2012 Project would not increase the severity of any of those impacts. No new impacts are identified. Nonetheless, Findings of Overriding Considerations will be re- adopted for the four significant unavoidable impacts adopted by the City Council in 1999, 2000, 2006 and 2008 relating to air quality and traffic. The impacts are: Impact 4.5.2 from the 1998/99 SEIR Changes in Long Term Air Quality. 10 -47- Impact 4.4 -1 from the 1998199 SEMI 2000 Base Case Plus Phases II and III Freeway Impacts. ➢ Impact 4.4 -4 from the 1998199 SEIR 2010 Base Case Plus Phases II and III Freeway Impacts. Impact 4.4 -5 from the 1998199 SEIR 2010 Base Case Plus Phases II and III Ramp Impacts. MITIGATION MONITORING AND REPORTING PROGRAM The Adopted 2006 MMRP (City Council Resolution # 82 -2006) contains all the mitigation measures required of the Terrabay Phase III Project, including the 2008 and 2012 Projects. Attachments: A Site Plan B. 2012 TDM Program ATTACHMENT A SITE PLAN ii -48- ATTACHMENT B TO THE CEQA ADDENDUM —TDM PROGRAM TRANSPORTATION DEMAND MANAGEMENT (TDM) PROGRAM FOR TERRABAY PHASE III (CENTENNIAL TOWERS) IN SOUTH SAN FRANCISCO 2012 MODIFICATION — October 8, 2012 The Transportation Demand Management (TDM) Program for Terrabay Phase III includes on -site transportation coordination, expanded transit, improved bicycling and pedestrian facilities, coordination with the Peninsula Traffic Congestion Relief Alliance programs, incorporation of City conditions of approval and mitigation measures and support services designed to achieve a minimum 32% alternative use, as required by the City of South San Francisco Municipal Code Chapter 20.400. Specifically there will be: 1. An on -site Transportation Coordinator who will oversee the TDM Program and perform audits, facilitate tideshadng matching, maintain and update bulletin board and kiosk for transit services, sponsor promotional programs; 2. Financial incentives for using transit that entail either expanded SamTrans services in combination with a Commuter Check Program or Private Shuttle with service to Caltrain, BART and adjacent Terrabay neighborhoods; 3. Integrated bicycle parking and support facilities to reduce trips within the Terrabay area; 4. Reduced supply of parking to discourage driving and preferential, designated and free parking for vanpool and carpool parking spaces; Emergency Ride Home program; 6. Promotion of flextime, telecommuting and similar options that allow employees to fulfill their work requirements, but reduce the amount of vehicle trips to the worksite; 7. Project design that promotes walking and pathway connections to nearby neighborhoods; 8. Annual City Monitoring and Program Update to assure program success in achieving the required 32% alternative mode use goal, and-amendment as necessary to meet that goal, 9. Traffic and circulation monitoring at full project buildout and occupancy as required by Traffic Mitigation 3.1 -11 of the 2005 SEIR and 2006 Addendum and installation of an internal traffic light if needed; 10. Program Goals; and, 11. The City /County Association of Governments (C /CAG) Project Guidelines. 12 -49- The following is a detailed explanation of each of the strategies listed, including the projected trip reduction where a trip reduction will result from a particular strategy. I. Transportation Coordinator A part -time on -site Transportation Coordinator will be provided in Terrabay Phase III project and will coordinate the transportation programs and provide information and marketing materials to employees at Terrabay Phase III. The Transportation Coordinator will have a small office in the project and may be an employee of the building property management organization. The office will include an area sufficient to display copies of transportation services and schedules, a bulletin board, a desk, a computer and a telephone. The use may be a shared facility such as in the lobby of a building, or a portion of the property management office. The office will be staffed at a minimum of ten (10) hours per week. (One (1) C /CAG credit is given for each hour the center is staffed.) C /CAG Points: 10 (for the number of hours the office is staffed) Multiple tenants occupy Terrabay Phase III. Lessee /tenant fees will offset the cost of the Transportation Coordinator service. Each lessee /tenant will be required to designate an employee to serve as a point of contact for the Transportation Coordinator. Each lessee /tenant will cooperate with the Transportation Coordinator to share information about their employees that will be useful to TDM programming (e.g. employee home zip codes and /or cross - streets). Compliance will be required through the lease agreements for office and commercial tenants. The City will be provided a standardized lease agreement for review and approval as to the form only for the implementation of this TDM Program. The Transportation Coordinator's marketing efforts will include at a minimum the following features: A. Coordination with the services of The Peninsula Traffic Congestion Relief Alliance ( "Alliance'. (Ten (10) C /CAG credits are given for working with the Alliance to develop /implement a Transportation Action Plan.) The Transportation Coordinator will assure the availability of the following services of the Alliance (or equivalent services from successor or comparable organizations): C /CAG Points: 10 (for working with the Alliance) i. A web portal with descriptions of all TDM Programs, program forms, links to the regional rideshare agency's on -line ride matching system, transit /shuttle schedule information, and links to transit providers. ii. "Stock" materials (i.e. materials prepared by other agencies) that will be provided to the tenants of Terrabay Phase III. The Terrabay Transportation Coordinator will be responsible for distributing them to employees. iii. Customized materials that explain the TDM Program at Terrabay Phase III. The Terrabay Transportation Coordinator will distribute the materials to Terrabay tenants who will in turn be responsible for distributing them to employees on an on -going ig -50- basis as well as at new employee orientations. iv. An annual transportation event, such as a transportation information fair or piggy- back on a regional transportation event sponsored by the Regional Rideshare Program or orchestrate an annual transportation fair coordinated through the Alliance (or its successor organization). V. A quarterly on -line newsletter which provides rideshare information. The Transportation Coordinator will assure that the newsletter is available to Phase III tenants, employees. B. The Transportation Coordinator will hold an annual carpool registration drive to get names into the rideshare matching database. C. The Transportation Coordinator will maintain a permanent information board or kiosk that displays information pertaining to transit and rideshare services, bicycle programs and facilities, and other relevant programs or services. The center will have at least five (5) features in the center that may include the following; a computer kiosk, brochure rack, telephone with transit information numbers, on -site transit ticket sales; and carpool / vanpool assistance. (One (1) C /CAG credit is given for each transit feature offered to tenants.) C /CAG Points: 5 (for each transit feature offered) D. The Transportation Coordinator will be responsible for and required to conduct annual audits of the tenants of Terrabay Phase III to insure that rideshare information and matching services are being provided to employees and tenants of Terrabay Phase III. All required audits will be submitted to the City Coordinator on an annual basis. E. The Transportation Coordinator will conduct annual transportation surveys (within a 95% confidence level) to identify the travel needs of the occupants of Terrabay Phase III, address the opinions of the transit service, and to document the effectiveness of the overall TDM plan in meeting the required 32% alternative mode use. These surveys and reports shall be presented to the Planning Commission and City Council through a City Coordinator who will be a designated contact at the City of South San Francisco. (Three (3) C /CAG credits are given for a survey developed to survey employees to examine use and best practices) C /CAG Points: 3 (to conduct annual survey) F. Centennial Towers is a member of the Alliance and will work to update and enhance transportation options for the Project C /CAG Points: 5 (to participate in a TMA) 2. Financial Incentives for Using Transit Employees of Terrabay Phase III will be provided convenient access to transit and will receive a transit subsidy of at least $20 per month for one year. Programs like Commuter Check (www.commutercheck.com and www.commutercheckdirectcom) not only increase employee awareness 14 -51- of transit options but also offer tax savings. Up to $110 a month ($1,320 a year) can be provided tax -free for transit and vanpools. Due to the tax savings, employees can save over $500 in annual commuting costs, while employers save approximately $96 per year per employee. Leases will be structured so that tenants will be required to implement this TDM measure necessary to meet the City's TDM goal. This may include tenant /employer funded transit subsidies. A minimum of 125 employees (5% of the employee population) will be required to receive transit subsidy. The leases shall be reviewed by the City Attorney and approved as to form with respect to the requirements to the TDM Program. (One (1) C /CAG credit is given for each transit pass subsidy of at least $20 per month for one year) C /CAG Points: 125 (for providing a subsided transit) Transit and shuttle stops are secure and easily accessible to all tenants and employees. There is a designated bus stop on Southbound Airport Boulevard which is connected to the project via a sidewalk ramp. There will also be a designated shuttle stop inside the boundaries of the project to service both buildings. The expanded shuttle service and possible- subsidy will begin with the "Primary Plan" identified below. An "Alternate Plan ", described below, may be substituted for the Primary Plan. The Alternate Plan shall not be implemented without verification by the City Coordinator that parameters outlined below (or substantially equivalent parameters) are being met. w_ Primary Plan Required at Onset of Occupancy.- A private shuttle will be provided. The shuttle program will be funded by tenant /employer subscriptions. The shuttle will be available to employees and visitors of the Terrabay Phase III development (with no additional usage charge) and would provide a direct connection to Caltrain and BART with frequent morning and evening peak hour service (30- minute headways). (One (1) C /CAG credit is given for each peak -hour seat on the shuttle). C /CAG Points: 24 (for providing shuttle service) 0 Alternate Plan Based Upon SamTrans Bus Schedules and Services. The Alternate Plan would be for SanaTrans to directly serve the site with its regular service and for the tenants of the Terrabay Phase III development to offer Commuter Checks to employees. Commuter Checks are vouchers that would be used to purchase transit passes from any transit agency. Such subsidy would provide employees at Terrabay Phase III with savings in the purchase of SamTrans monthly passes. The site is served by regional buses traveling along Airport Boulevard between the Transbay Terminal in downtown San Francisco and points as far south as the Stanford Shopping Center. SamTrans Route 292 provides half - hourly service on Airport Boulevard connecting to downtown San Francisco, the South San Francisco Caltrain Station, and the San Francisco International Airport. SamTrans Route 297/397 provides one -hour headways connecting to downtown San Francisco, San Francisco International Airport and various Caltrain stations. SamTrans Routes 130 and 132 provide 10 to 15- minute headways (combination of both routes to the Airport Boulevard /Linden Avenue stop) local service within South San Francisco and connect to the South San Francisco BART Station. These routes could better serve the Terrabay Phase III development if a stop in front of the project (route traveling Southbound on Airport Blvd) was added. If possible, this service change should be negotiated with SarnTrans upon project approval. The Transportation Coordinator will administer the expanded transit program. Funding for the Primary 15 -52- Plan would be an employer- funded monthly subsidy to employees who ride transit three or more days per week. The employer -based subsidy (as described above) will be required as a part of any sale or leasing agreement in the commercial portion of the project. The transit subsidy would be provided as needed, to meet the City's TDM goal per the TDM Ordinance. The Transportation Coordinator will administer any private shuttle to the Terrabay Phase III development. The shuttle would be funded through the same employer fees described above, however, under this Plan, the collected fees would be used to fund a private shuttle and, thus, might reduce the funding to provide Commuter Checks. Current employers (tenants) in the building (2012) have implemented transportation incentives for its employees including a program to provide cash or incentives for carpooling or vanpoohng. It is assumed that at least ten (10) employees will opt for carpooling or vanpooling in the building population and free up 10 parking spaces. C /CAG Points: 10 (for providing a cash -out program) 3. Bicycle and Pedestrian Facilities To encourage bicycle commuting, Terrabay Phase III will offer the following: A. Terrabay Phase III is designed to foster a pedestrian - friendly environment, including generous sidewalk areas, attractive pedestrian plazas with seating areas and urban streetscape environments. There are sidewalks and pathways that directly connect the project to Airport Boulevard. There is also a walkway to a lookout and seating area that overlooks the project and the bay. B. The development provides covered and enclosed bicycle parking (a rr,inimurn of 40 bicycle racks as shown on the drawings) to accommodate 1.5% of the employee population commuting by bicycle. Bicycle parking conforms with the City's Transportation Demand Management Ordinance (Section 20.400 Municipal Code) and is located in a controlled area monitored by security cameras within the garage and is within 100 feet of the security guard in the loading dock area. (One (1) C /CAG credit is given for every 3 bicycle rack spaces) C /CAG Points: 13 (for providing bicycle racks) C. The South Tower (Phase I) of the development includes two (2) showers, four (4) toilets, four (4) lavatories and an adjoining changing facility for men, as well as three (3) showers, four (4) toilets) and four (4) lavatories and an adjoining changing facility for women. Showers and changing facilities shall be provided free of charge to the user. The entry doors to the changing facilities shall be located within 100 feet of an attendant or security guard station. (Ten (10) C /CAG credits are given for each shower and changing room). Five (5) additional C /CAG credits for each 5 bicycle racks are given if bicycle racks are available in combination with showers). C /CAG Points: 50 (for providing showers) C /CAG Points: .40 (for providing combination of bicycle racks and showers) D. The development provides the required minimum of 27 clothing lockers (One (1) clothing locker per 25,000 square feet of commercial building space - at least 13 clothing lockers for Phase I and the balance of 14 lockers added for Phase II). Per the drawings, all 38 lockers are located in the South Tower (Phase 1). The 38 lockers are equally dispersed between the men's and women's changing facilities, at 20 and 18 respectively. Lockers are large enough 16 -53- to hold roller blades. 4. Parking Strategies The ground floor components of the project will employ shared parking concepts to reduce the total supply of on -site parking. Preferential parking for carpools and vanpools shall be provided where applicable. Approximately six percent of the parking spaces will be reserved for rideshare vehicles (100 carpool spaces and 5 vanpool space) and will be located in close proximity to favorable and secure access points. (Two (2) C /CAG credits are given for each carpool parking space and ten (10) C /CAG credits are given for each vanpool parking space that is in connection with the ERH Program). C /CAG Points: 5 (for providing shared parking concepts to reduce parking supply of on -site parking) C /CAG Points: 200 (for providing preferential carpool spaces) C /CAG Points: 50 (for providing preferential vanpool spaces) Marketing efforts by the Transportation Coordinator will target all site employees, regardless of their origins. Marketing efforts alone can increase the number of employees using transportation alternatives about one percent (1 0/6). They also enhance the effectiveness of other measures. This enhancement becomes apparent when the remaining strategies in this plan achieve their high -end trip reduction estimates. Tenant - specific vanpool programs shall be implemented for employees that live in the East Bay. At least three (3) vanpools will be provided that shuttle employees from the East Bay to South San Francisco running at peak hours in the morning hours from 7:30 — 9:30am and in the afternoon hours running from 4:00 — 6:OOpm. These vanpools will be coordinated with the Transportation Coordinator. C /CAG Points: 21 (for providing vanpools) Tenants have multiple job sites and are encouraged to work among sites and office - share. One (1) credit is given for each opportunity created to use multiple office sites. It is estimated that at least 100 opportunities are created for tenants that have multiple offices. C /CAG Points: 100 (for providing opportunities to work at multiple sites) S. Emergency Ride Home The Transportation Coordinator will work with the Alliance to register tenants for the Emergency Ride Home Program (ERH). The registered tenants will accept a quantity of ERH vouchers equal to at least 8% of the total employee population (a minimum of 200 ERH vouchers). The program reassures those commuters who do not drive alone have timely and paid transportation — usually in the form of a free taxi ride — to leave work in the event of a personal or family emergency, illness and related doctor appointments, or unexpected employment- related delay, such as unscheduled overtime. The purpose of this program is to increase the use of alternative modes of transportation to work by removing the barrier of not having access to transportation in the event of an emergency. These types of programs have been identified as the number one incentive for employees to rideshare. (Two (2) C /CAG credits are given for every 2 ERH vouchers distributed to the tenants from the Alliance. One (1) additional C /CAG credit for each peak -hour seat will be given if a shuttle is available in addition to the Emergency Ride Home Program). C /GAG Points: 200 (for enrolling in the Emergency Ride Home Program) C /CAG Points: 24 (for combination of the Emergency Ride Home Program and shuttle service) 17 -54- 6. Promotion of flextime, telecommuting and similar options The tenants will offer their employees the option of flextime, staggered work hours, telecommuting or similar options that will allow employees to fulfill their work requirements, but reduce the amount of vehicle trips to the worksite. At least 50% of the employee population (a minimum of 500 employees) will be given these opportunities. (One (1) C /CAG credit is given for each employee offered flextime and / or staggered work hours) C /CAG Points: 500 (for offering employees flextime, telecommuting and similar options) Tenants also provide incentives for employees to work from home. Employers have gone beyond providing employees with connecting high bandwidth connections in homes (as now most home connections are high- bandwidth) to providing computers, printers, phone line and furniture (ergonomic chairs, etc.). At least 300 employees work from home every week. C /CAG Points: 100 (for providing high bandwidth and other incentives to work at home) The building and its tenants provide video conferencing centers and video capabilities to lessen vehicles trips to sites for face -to -face meetings. Three (3) video conferencing capabilities now serve the building and it is anticipated that there will be a total of six (6) when the building is fully leased. In addition to video conferencing, tenants and their employees use web -based programs to host remote web -based meetings such as GoTo Meeting and Skype. It is estimated that the use of this technology reduces vehicles trips for face -to -face meetings by approximately 20 %. C /CAG Points: 30 (for providing video conferencing capabilities) 7. Site Plan Connectivity The Site plan promotes walking and pathway connections to public transit. The Terrabay Phase III site plan includes internal walkways and walkways around the perimeter of the project. The internal walkways lead pedestrians to open space amenities and retail services. The combination of internal and external walkways leads pedestrians to a SamTrans bus stop directly in front of Terrabay Phase III on Airport Boulevard. The onsite amenities will include a restaurant, child care center, an ATM machine, performing arts center and most likely a dry cleaner, gym facility and other service related retail that will facilitate reductions in vehicle use. (Five (5) C /CAG credits are given for each onsite amenities / accommodation). C /CAG Points: 25 (for providing at least 5 onsite amenities) 8. Annual City Monitoring and Progtam Update The City will review the annual traffic data and surveys provided by the Transportation Coordinator. The TDM Program will be modified as necessary to become and remain effective in meeting the needs of the Terrabay Phase III project while continuing to meet the required 32% minimum alternative mode usage. This monitoring program shall be consistent with the methods and features that are described in Section 1 of this TDM program. 9. Traffic Circulation Monitoring (Mitigation 31 -11 of 2005 SEIRI and 2006 Addendum The project will have an on -site circulation management program that will include signage for each driveway that will provide "real time" parking use information for entering drivers to quickly guide them to those levels of the parking garage with the most available parking. All levels of the garage will be well lighted and have visible security camera and patrol coverage to encourage drivers that all levels of the garage are equally desirable for parking. Signing will also be provided for exiting drivers to guide them to most convenient driveway connection to Airport Boulevard. 18 -55- 10. Additional Elements This TDM Program combines 17 different C /CAG components in order to most effectively reach the City's TDM goals and reduce the number of peak hour employee trips. (Five: (5) additional C /CAG credits are given for this TDM program combining any ten TDM components) C /CAG Points: 5 (for combining at least ten (10) TDM components) The TDM Program shall be memorialized in all tenant lease or sale agreements. 11. Program Goals Carpools 15% 375 Shuttles / SamTrans 13% 325 Van pools 3% 75 Bi cles 1.5% 37.5 Flextime, Telecommutin etc. 1.5% 37.5 Totals 34% 1 850 Projected Employee Participation Goal: 34% Employee daily trips saved: 850 ig -56- EXHIBIT B STATEMENT OF OVERRIDING CONSIDERATIONS 1. General Pursuant to Public Resources Code § 21081 and CEQA Guidelines § 15093, the City Council of the City of South San Francisco makes the following Re- Statement of Overriding Considerations relating to its recommendation of approval of the retail use on the second floor of the South Tower ( "2012 Project "). The 2005 SEIR and 2000, 2006 and 2008 Addenda (supplementing the 1998/99 SEIR, 1996 SEIR and 1982 EIR) analyzed Phase III impacts on a project 2005 SEIR level which is a much greater level than required for cumulative impacts under CEQA for the approved 2008 Project and modified 2012 Project as the 2005 SEIR analyzed a project that included residential, office and more retail than the approved 2008 Project. The City Council has balanced the benefits of the 2012 Project to the City against the one adverse impact identified in the 2005 SEIR pertaining to air quality which is a re- statement of the 1998/99 SEIR identified impact and the three adverse impacts identified in the 1998/99 SEIR pertaining to traffic as significant which have not been eliminated or mitigated to a level of insignificance. These impacts are: (1) Air Quality Impact 4.5 -3 from the 1998/99 SEIR Changes in Regional Long -Term Air Quality; (2) Traffic Impact 4.4 -1 from the 1998/99 SEIR 2000 Base Case Plus Phases II and III Freeway Impacts; (2) Traffic Impact 4.4 -4 from the 1998/99 SEIR 2010 Base Case Plus Phases II and III Freeway Impacts; and (3) Traffic Impact 4.4 -5 from the 1998/99 SEIR 2010 Base Case Plus Phases II and III Ramp Impacts. The following significant unavoidable impacts identified in the 2005 SEIR do not apply to the 2012 Project as demonstrated by the 2008 and 2012 traffic analysis prepared by Crane Transportation Group for the City of South San Francisco and incorporated into the 2008 Initial Study prepared for the 2008 Project and the 2012 Project addendum: (1) Traffic Impact 3.1.5: Year 2010 Vehicle Queuing Impacts; (2) Traffic Impact 3.1.6: Year 2020 Intersection Level of Service Impacts; and (3) Traffic Impact 3.1.9: Year 2020 Vehicle Queuing Impacts. The City Council has carefully considered each environmental impact identified in the 2005 SEIR and the 200, 2006 and 2008 Addenda, and reviewed the 2012 Addendum in reaching its decision to approve the 2012 Project. The Project sponsor has made reasonable and good faith efforts to mitigate all potential impacts resulting from the 2012 Project. The City Council has imposed mitigation measures identified in the 2005 SEIR, 1998/99 SEIR, 1996 SEIR and 1982 EIR as conditions of approval to eliminate or mitigate to a level of insignificance potential impacts. Although the City Council believes that the three unavoidable traffic environmental impacts identified in the 1998/99 SEIR and the one air quality impact identified in the 1998/99 SEIR and re- stated in the 2005 SEIR will be substantially lessened by the mitigation measures identified in the 2005 SEIR and incorporated into the 2012 Project as conditions of approval, it recognizes that the 20 -57- implementation of the 2012 Project carries with it these four potentially unavoidable adverse environmental impacts. With regard to each of the four significant unavoidable impacts, the City Council specifically makes the following findings to the extent that the identified adverse impacts have not been mitigated to a level of insignificance: (1) specific economic, social or other considerations make infeasible mitigation measures or alternatives identified in the 2005, 1998/99 and 1996 SEIR's and the 1982 EIR which may reduce the significant unavoidable impacts to less than significant; and (2) there are specific economic, social, environmental, legal, land use and other benefits of the 2012 Project which outweigh the four significant unavoidable effects on the environment. The City Council further finds that any one of the overriding considerations identified hereinafter in subsection 4 is a sufficient basis to approve the 2012 Project. 2. Unavoidable Significant Adverse Impacts and Required Mitigation Measures The following impacts cannot be fully mitigated by changes or alterations to the 2012 Project or the imposition of further mitigation measures. The impacts associated with the 2012 Project are similar to those associated with the approved 2008 Project. The 2012 Project would not increase the severity of any impacts identified in the 1998/99 SEIR or the 2005 SEIR. Three significant and unavoidable impacts relating to traffic and one air quality would continue'with implementation of the 2012 Project. These impacts are: Traffic Impact 4.4.1: Year 2000 Base Case Plus Phases II and III Freeway Impacts: The 2012 Project would result in the same impact associated with the 2000, 2006 and 2008 Projects on certain segments of US 101 freeway by either increasing traffic volumes by more thanl% or changing the level of service from LOS E to F. Six of the eight identified impacted freeway segments are already operating at LOS F in the year 2000 without the 2012 Project. Phase H and Phase III Cumulative Impacts will result in an increase of vehicle trips along these segments of US 101 of approximately 1.25% to 2.76 %. The 1998/99 SEIR established a standard that an increase in peak direction traffic on the roadway of 1 % or more due to the Project would be considered a significant impact. The Phase H and III Cumulative Impacts will result in an increase that is considered significant. The 2006 Project will contribute over a 1 % increase in peak direction traffic on these segments of US 101 and the 2006 Project cumulative is considered significant. The 2012 Project does not intensify this condition and may in fact reduce it somewhat. Feasible mitigation measures identified for the 2008 Project continue to be incorporated as part of the 2012 Project. The 2008 Project incorporates a bus stop and shelter along Airport Boulevard and a Transportation Demand Management Program. The City has constructed the Oyster Point Interchange Improvements and the Applicant has contributed $8.5 million to 21 -58- these improvements. The 1998/99 SEIR notes that either a 64% reduction in the size of the Project or widening of US 101 would reduce this impact to less than significant. Both of these measures are infeasible. Trafc Impact 4.4.4. Year 2010 Base Case Plus Phases II and III Freeway Impacts: The 2012 Project would result in the same impact associated with the 2000 Project on certain segments of US 101 freeway by increasing traffic volumes by more than I% at segments already operating at LOS F. Six of the eight identified impacted freeway segments are already operating at LOS F in the year 2000 without the 2012 Project. Phase II and Phase III Cumulative Impacts will result in an increase of vehicle trips along these segments of US 101 of approximately 1.10% to 2.41 %. The 1998/99 SEIR established a standard that an increase in peak direction traffic on the roadway of 1% or more due to the Project would be considered a significant impact. The Phase II and III Cumulative Impacts will result in an increase that is considered significant. The 2012 Project will contribute over a 1 % increase in peak direction traffic on these segments of US 101 and the 2006 Project cumulative is considered significant. Feasible mitigation measures identified for the 2008 Project will be incorporated as part of the 2012 Project. The 2008 Project incorporates a bus stop and shelter along Airport Boulevard and a Transportation Demand Management Program. The City has constructed the Oyster Point Interchange Improvements and the Applicant has contributed $8.5 million to these improvements. The 1998/99 SEIR notes that either a 59% reduction in the size of the Project or widening of US101 would reduce this impact to less than significant. Both of these measures are infeasible. The 2006 and 2008 Projects were reduced in size from that previously analyzed. Traffic Impact 4.4 -5. 2010 Base Case Plus Phases II and III Ramp Impacts: Development of Phase II and III in the year 2010 would cause a significant adverse cumulative impact on the PM peak hour operation on the Northbound US 101 on -ramp from Oyster Point Boulevard. This on ramp would already be operating at over - capacity and unacceptable levels in 2010 without the 2012 Project. Phase II and III Cumulative Impacts will result in an increase of vehicle trips by approximately 6.8% on this on -ramp. The 1998/99 SEIR established a standard that an increase in peak direction traffic on the on -ramp of 1 % or more due to the Project would be considered a significant impact. The Phase Il and Ill Cumulative Impacts will result in an increase that is considered significant. The 2006 Project will contribute over a I% increase in peak direction traffic on this on -ramp and the 2006 Project cumulative is considered significant. The 2012 Project will not result in any increased over that identified in 2006. Feasible mitigation measures identified for the 2006 Project will be incorporated as part of the 2008 Project. The 2006 Project has contributed $8.5 million to traffic improvements in the area. The 2006 Project includes a bus stop and shelter along Airport Boulevard as well as and a Transportation Demand Management Program. An 85% reduction in the size of the Project would be required to reduce this impact to less - than- significant which in light of the whole of the record and the objectives of the Project is infeasible. 22 -59- Air Quality Impact 3.2.3: Regional emission increase that would exceed the BAAQMD significance thresholds for ozone precursors and PMIo. This is the same impact identified in the 1998/99 SEIR and remains the same for the 2012 Project. Measures identified in the Transportation Demand Management (TDM) Plan incorporate the mitigation measures identified in the 1998/99 SEIR and the.2005 SEIR. These impacts could be reduced by the mitigation measures identified but not to a level that is less than significant. Mitigation measure 4.5 -3 identified in the 1998/99 SEIR shall be implemented. In addition, the following mitigation measures have been applied to the project: 1) electric vehicle charging stations shall be provided, 2) the project will include sidewalks and/ or paths, connected to adjacent land uses, transit stops and /or a community -wide network, 3) provision of secure and conveniently located bicycle storage, 4) preferential parking for electric or alternatively - fueled vehicles. 5) implementation of feasible TDM measures including ride - sharing, coordination with regional ridesharing programs and provision of transit information, 6) the above - referenced bus turnouts and benches, and 7) direct, safe, attractive pedestrian access from project land uses to transit stops and adjacent development. 3. Findings of Infeasibility of Mitigation Measures and Alternatives For Unavoidable Impacts The 2012 Project will not create any significant and unavoidable impacts, however, significant and unavoidable impacts identified in connection with previously approved development, including the 2000, 2006 and 2008 Projects, will continue. Pursuant to approval of the 2012 Project, the City Council made the following findings, which are restated here for reference purposes: a. Infeasibility of Mitigation Measures Traffic Impacts 4.4.1 and 4: Year 2000 and 2010 Base Case Plus Phases Hand III Freeway Impacts and Traffic Impact 4.4. S2010 Base Case Plus Phases Hand III Ramps An overall reduction in project size between 64% to 85% would be required in order to reach a less than significant impact. A reduction of this nature would render the project economically infeasible. The economic benefit realized through a critical mass of office and commercial retail uses in order to capitalize the 2006 Project and the tax return to the City would not be realized. Reductions in the 2006 Project is infeasible because of the extensive and costly public amenities and infrastructure improvements required for the 2006 Project and those already built for Phase I and 11, the need for a critical mass of office and retail to finance the project and provide a tax benefit to the City and the fixed cost of constructing infrastructure necessary to serve the 2006 Project. The development of the Terrabay Project, including the 2006 Project is subject to extensive conditions of approval under the HCP, Development Agreement and Specific Plan as amended. These documents require 1) the 23 -60- restoration and dedication of over 400 acres of property to the County and the City as open space; 2) funding HCP maintenance and monitoring; 3) construction of a fire station (built as part of Phase I); 4) construction of a recreation center (built as part of Phase I); 5) construction of a child -care facility; 6) construction of a 200 seat Performing Arts Center 7) construction of 32 moderate income housing units off -site at 120% of the median; 8) completion of the Hillside Boulevard extension (built as part of Phase 1); 9) a $8.5 million financial contribution to the construction of the hook ramps; 10) construction of the water tank and distribution lines and the Terrabay pump station as a part of Phase I; 11) construction of the sound wall along Sister Cities Boulevard; 12) construction of recreational improvements to Hillside School; and , 13) and other improvements and fees. The costs of these improvements are spread throughout the entire project, including the 2006 Project. The construction of required infrastructure in. the 2006 Project are fixed costs that must be spread over the amount of square footage constructed. A 60 -84% reduction in density to reduce impacts to a less than significant level could not support the development costs of the 2006 Project and would render the 2006 Project economically infeasible. Based on the foregoing and other information in the record, widening of US 101 or a reduction of the size of the 2006 Project are not feasible. The 2012 Project would not change these conditions or findings. Air Quality Impact 3.2.3: Regional emission increase that would exceed the BAAOMD significance thresholds for ozone precursors and PMT Reduction of the 2006 Project as identified above (approximately by 75 %) could potentially reduce this impact to a less than significant level. The 2006 Project would be economically infeasible, as noted above, with such a reduction. The benefits of the 2006 Project would then not be realized. The 2012 Project would not change these conditions or findings. b. Infeasibility of Alternatives Which Would Reduce Impacts Since the significant unavoidable impacts will be caused by buildout of the 2006 Project, the only alternative identified in the 2005,1998/99,1996 SEIR and the 1982 EIR that would reduce this impact to less than significant is the No Development Alternative. The 2012 Project would not change these conditions or findings. In light of the foregoing, the only alternative that would reduce the cumulative impacts of building out the project as proposed in the 2006 Project is the No Development Alternative for the remaining parcels of Phase III. The 2012 Project would not change these conditions or findings. This alternative is infeasible. The TerrabayProject already incorporates many ofthe alternatives proposed under the 1998 -99 SEIR. First, the Project provides for a 25+ acre of preserve land (The Preservation Parcel) for the protection of endangered species habitat and a 6.3 acre parcel offered to the City for recreational purposes (The Recreation Parcel). Additionally, a buffer area is proposed to shield the archeological 24 -61- site from the proposed development. The project also incorporates more area into the HCP. The Project has contributed 8.5 million to transportation improvements the majority of which mitigates impacts associated with Phase III development. As a result of the foregoing, the developable footprint on the remaining parcel has been significantly reduced (from 47 to 10 acres). The 2012 Project would not change these conditions or findings. Moreover, the benefits of the Project to the City are derived from the Project as a whole. The goals and objectives of the Project may only be met i f each phase is built as proposed in the 2006 Project. Furthermore, the benefits under the HCP are based on the development of each phase. Therefore, since the No Development Alternative for Phase III does not accomplish most of the objectives of the Project, the City Council finds that this alternative is infeasible and, therefore, rejects this alternative as it relates to the remaining parcels of Phase III. The 2012 Project would not change these conditions or findings. 4. Statement of Overriding Considerations The City Council considered the public record ofproceedings on the 2006 Project and found that the approval and implementation of the 2006 Project entitlements would result in the following substantial public benefits that outweigh the four significant, unavoidable cumulative impacts of the Terrabay 2006 Project: • Provide economic growth and employment opportunities in the City and surrounding region, by the creation of new jobs on the site and in the construction - related industries. The 2012 Project does not alter this finding; • Provide a tax benefit to the City by increasing tax base and revenues to the City through property and sales tax revenues. The 2012 Project does not alter this finding; • Provide below market rate housing. The 2012 Project does not alter this finding; • Reduce overall environmental impacts and preserve open space by building on 10 acres of land out of the original 47 acres of Phase III most of which was previously disturbed by transportation and utility- related grading while preserving 26 plus acres as species habitat, wetlands and open space. The 2012 Project does not alter this finding; • Further the goals of the San Bruno Mountain Habitat Conservation Plan by allowing the 2006 Project to be built within the developable area of the Mountain vested by the HCP, to continue to fund the HCP by the homeowner and commercial fees prescribed by the HCP, by the restoration and conveyance to the County of San Mateo the remainder parcels adjacent to the Phase III site, by the creation of a fire buffer around the perimeter of the site and the planting of a carefully planned 25 -62- landscape plan utilizing non - invasive and drought resistive plantings. The 2012 Project does not alter this finding; Develop the "Buffer Parcel" with roads and landscaping pursuant to the Mutual Release and Settlement Agreement between the City, Myers Development Company, San Bruno Mountain Watch and the Center for Biological Diversity. The 2012 Project does not alter this finding; Create a transition area between the urbanized potion of the City and San Bruno Mountain Park. The 2012 Project does not alter this finding; The City Council finds that the benefits of the 2006 Project continue to outweigh the project's significant and unavoidable impacts. The 2012 Project will enhance many of the benefits of the 2006 Project and make the overall commercial development more marketable. Additional retail largely as a support use for the office use, may result in fewer vehicle trips to the site. In any case, any increase in vehicle trips to the site as a result of the 2012 Project will not be substantial. For the reasons stated, the City Council finds that the benefits of the 2012 Project, in conjunction with previously approved development ofthe site, outweigh the continuing significant and unavoidable impacts. 26 -63- RESOLUTION NO. 2726-2012 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION MAKING FINDINGS AND RECOMMENDING THAT THE CITY COUNCIL APPROVE AMENDMENTS TO THE 2008 FINAL TERRABAY SPECIFIC PLAN AND PRECISE PLAN TO MODIFY CONDITIONS OF APPROVAL, AND MINOR MODIFICATIONS TO THE TRANSPORTATION DEMAND MANAGEMENT PROGRAM FOR THE CENTENNIAL TOWERS PROJECT WHEREAS, the Terrabay lands have an extensive planning history dating to the early 1980s; and, WHEREAS, the City Council of South San Francisco approved the Final Terrabay Specific Plan Phase III of the Terrabay Development on November 21, 2000, and have since approved amendments, most recently in 2008, to the Final Terrabay Specific Plan and approved Precise Plan; and, WHEREAS, pursuant to the California Environmental Quality Act (CEQA), environmental impacts of the project and various amendments have been analyzed, resulting in certification of a 1982 Environmental Impact Report (EIR), a 1996 Supplemental Environmental Impact Report (SEIR), a 1998/99 SEIR, a 2005 SEIR, 2006 and 2008 Addenda, and a 2012 Addendum; and, WHEREAS, the applicant now requests an amendment to the 2008 Final Terrabay Specific Plan and Precise Plan to allow a permitted retail use to occupy approximately 5,800 square feet on the second floor of the South Tower in place of the child care center and accept payment of a child care impact fee in place of the requirement for child care on site ("2012 Project "); and, WHEREAS, together, the proposed amendments to the 2008 Final Terrabay Specific Plan, the Precise Plan, and the conditions of approval, are referred to as the "Amendments "; and, WHEREAS, pursuant to CEQA, changes to projects for which an EIR has been certified do not require subsequent EIRs, unless the lead agency determines that the changes will result in new significant impacts or mitigation measures, or substantially more severe impacts than those analyzed in the previous EIR; and WHEREAS, the prior certified EIR, SEIRs and Addenda fully analyzed all potentially significant impacts and proposed mitigation for said impacts; and, WHEREAS, the City Council previously adopted a Mitigation Monitoring and Reporting -64- Program for the project and a Statement of Overriding Considerations for the project's significant and unavoidable impacts, both of which remain in full force and effect; and, WHEREAS, the Planning Commission reviewed and carefully considered the information in the Addendum prepared for the 2012 Project, and by separate resolution, recommends the City Council adopt the Addendum as an objective and accurate document that reflects the independent judgment and analysis of the City in the discussion ofthe 2012 Project's environmental impacts; and, WHEREAS, on November 1, 2012, the Planning Commission held a properly noticed public hearing to consider the proposed Amendments to the Final Terrabay Specific Plan, the Precise Plan, and conditions of approval, to take public comments, and make a recommendation to the City Council on the Project. NOW THEREFORE, based on the entirety of the record before it, which includes without limitation, (1) the South San Francisco General Plan, and General Plan Environmental Impact Report; (2) The Final Terrabay Specific Plan, as amended in 2000, 2006, 2008 and as proposed in 2012; (3) The 2005 Certified Supplemental Environmental Impact Report and 2000, 2006 and 2008 Addenda and Mitigation Monitoring and Reporting Program, 1998 -99 Certified Terrabay Supplemental Environmental Impact Report, the 1982 Certified Terrabay Environmental Impact Report, the Certified 1996 Terrabay Supplemental Environmental Impact Report and Addendum to the 1998 -1999 Certified Terrabay Supplemental Environmental Impact Report; (4) All public hearings on the project, including minutes and reports prepared for such hearings, the Planning Commission of the City of South San Francisco, does hereby find as follows: A. General Findings 1. The foregoing recitals are true and correct and made a part of this Resolution. 2. The Exhibits attached to this Resolution, including [list exhibits] are each incorporated by reference as part of this Resolution, as if each were set forth fully herein. 3. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin. B. Specific Plan Amendments 1. The Amendments are consistent with the South San Francisco General Plan. Amendments proposed relate to permitting Terrabay retail uses on the second floor of the South Tower. All findings and analysis made in support of compliance of the project with the General Plan are unchanged. The approved 2008 Final Terrabay Specific Plan would be modified only to allow 5,800 square feet of retail on the second floor and payment of a child care impact fee and as a support use for the approved office use on the site. Therefore, the distribution, location, and extent of land uses governed by the Terrabay Specific Plan would not be altered. Specific General Plan consistency findings are as follows: K -65- Chapter 2.6 Land Use Policies 2 -G -1: Preserve the scale and character ofestablished neighborhoods, and protect residents from changes in non - residential areas. Analysis: The proposed Project will be a part the approved 2008 Project. The 2012 Project would compliment the existing land uses on the project site, and the existing approved project compliments the land uses in the area and the City. 2 -G -2: Maintain a balanced land use program that provides opportunities for continued economic growth and building intensities that reflect South San Francisco 's prominent inner bay location and excellent regional access. Analysis: The approved Project has immediate access to Highway 101, San Francisco, the peninsula and the airport which provides local and area -wide clientele for the Project. Previous fiscal studies indicate that the approved 2008 Project will add to the City's tax base. The 2012 Project proposes a supporting use for the approved office component of the 2008 Project and enhances the Project's overall marketability. The existing FAR is 0.84 under the 1.0 FAR maximum for Business Commercial land use designations with structured parking. 2 -1- -4: Require all new developments seeking an FAR bonus set forth in Table 2.2 -2 to achieve a progressively higher alternative mode usage. Analysis: The TDM measures identified in Schedule 20.400: Summary of Program Requirements (Zoning) of the City's TDM Ordinance is incorporated into the TDM program for the Project. The TDM Program is approved and the 2012 Project will amend the program to result in a 32 percent mode shift. 2 -1 -13: As apart of development review in environmentally sensitive areas require speci c environmental studies and /or review as stipulated in Section 7.1: Habitat and Biological Resources Conservation. Analysis: The 2008 Project avoids critical species habitat, wetlands, and the archaeological site. The 2012 Project does not change these conditions. The driving factor in clustering the 2000 Project, as modified subsequently, was the protection of 26 acres (the Preservation Parcel) for species habitat preservation. Terrabay Phase III was approximately 47 acres in area prior to the designation of the Preservation Parcel as open space and the Buffer Parcel as a buffer zone. The Preservation Parcel contains over 1,000 Viola Pendunculata which is the food plant for the endangered Callippee silverspot butterfly. The Preservation Parcel also preserves the archaeological site and wetlands in perpetuity. The 2012 Project would not affect these conditions. Chapter 3: Planning Sub -Areas Element: Paradise Valley/Terrabay 3 -66- 3- 8 -G -2: Improve accessibility to neighborhood shopping opportunities. Analysis: The 2008 Project provides office, restaurant and retail land uses and a shared use performing arts facility. The 2012 Project does not alter these conditions and complies with this policy. Chapter 4: Transportation 4- 2 -G -7: Provide a fair and equitable means forpayingforfuture street improvements; and, 4-2-1-6.- Incorporate as part of the City's CIP needed intersection and roadway improvements including Bayshore (now Airport) Boulevard and U. S. 101 Hook Ramps. Analysis: The 2008 Project Sponsor contributed land and $8.5 million to construct the hook ramps. The traffic improvements are in place and operational. The 2012 Project would not change these conditions and has complied with this policy. 4- 3 -G -2: Provide safe and direct pedestrian and bikeways between and through residential neighborhoods, and to transit centers. Analysis: The 2008 Project includes pedestrian walkways to Airport and Sister Cities Boulevard and to the bus stop on Airport Boulevard. The 2012 Project would not impactor alter pedestrian and bikeways and links to transit and complies with this policy. 4- 3 -G -3: In partnership with local employers, continue efforts to expand shuttle operations. Analysis: The Terrabay project implements a shuttle service for Peninsula Mandalay. The shuttle service was expanded to cover the Phase III Project including the 2012 Project. 4- 3 -I -4: Require provision of secure and covered bicycle parking. Analysis: The approved TDM Program identifies bicycle facilities. The 2012 Project would not alter or affect these conditions. Chapter 5: Parks, Public Facilities and Services 5- I -G -5: Develop linearparks in conjunction with major infrastructure improvements and along existing utility and transportation rights -of -ways. Analysis: Terrabay Phase I and II include a linear park. The park terminates within the Phase III site. The 2012 Project includes a trail to the western portion of the site for an overlook area. The 2012 Project would not alter these conditions. Chapter 6: Economic Development 4 -67- 6- G -I.-. In partnership with business and community groups, proactively participate in the City's economic development. Analysis: Terrabay has had a long (30 year plus) history that has been controversial. Beginning in 1099 through to the present, much of the controversyha.s been abated largely as a result of the following actions: • The Planning Commission and City Council designated the Preservation Parcel as permanent open space. • Myers Development, City leaders and City staff worked with community groups to address the restoration and preservation of land and habitat. As a result of this effort, the results of the restoration are being used as examples of success by U.S. Fish and Wildlife, San Mateo County and Thomas Reid and Associates. San Bruno Mountain Watch, in a comment letter on the 2005 SEIR also lauded the restoration of the Preservation Parcel. The conveyance of the 6.22 acre Recreation Parcel to the City for open space and recreation. • Myers Development and the City, in particular the City Council and Planning Commission sub committee, worked to develop a land plan that in the words of one sub committee member, "makes economic and land use sense ". The 2008 Project includes office and retail land use that will bring tax revenues to the City, provide for police and fire services and pay for its own infrastructure. The 2012 Project will not compromise these conditions. 2. The Amendments are consistent with the Airport Land Use Plan. Dave Carbone, Staff Administrator of the C /CAG San Mateo County Airport Land Use Committee (ALUC) previously reviewed the Final Ten abay Specific Plan and found it complied with the ALUC requirements (letter of October 25, 2000). The proposed amendment will allow for second story retail in the South Tower and will not alter the ALUC findings. 3. The Amendments are consistent with the Habitat Conservation Plan. (HCP) Victoria Harris, biologist with Thomas Reid Associates (The Plan Administrator) reviewed the previously approved Final Terrabay Specific Plan and found the Specific Plan complied with the HCP boundary and grading limits (letter of October 25, 2000) certified by the City of South San Francisco on May 12, 1999. The limits certified by the City on May 12, 1999, were used to verify HCP Compliance for Terrabay Phase 11 and Phase III. The Amendments would allow second floor retail in the South Tower and will not alter the previously approved and constructed building envelope. The Amendment are consistent with the HCP. 4. Proper environmental documentation has been prepared for the Amendments in accordance with CEQA Guidelines sections 15162 and 15164. This finding is based upon all evidence in the record as a whole, including, but not limited to the following: the Planning Commission's independent review of the proposed Amendments; the SEIR and relevant 5 -68- sections of the 1982 EIR and the 1996 Supplemental EIR and the entire 1998/1999 SEIR, and Addenda thereto, which demonstrate that any significant impacts from the proposed development have either been avoided or mitigated to a level of less than significance or were addressed in the Statement of Overriding Considerations. No further environmental analysis is required when a prior EIR has been prepared for a project unless new or substantially more severe significant impacts are identified. The Amendments would not result in any new or substantially more severe significant impacts or any require changes to existing mitigation measures. Therefore, in accordance with CEQA Guidelines sections 15162 and 15164, no additional environmental review is required, and an Addendum is the appropriate CEQA document for approval of the amendment. The Amendments to the Specific Plan will not be detrimental to the public interest, health, safety, convenience, or welfare of the City because they are permitted uses in the Terrabay Zoning District and are designed to serve the project as a whole, reduce traffic and provide public access and benefit. 6. The site is physically suitable for the proposed type and density of development. This finding is based upon all evidence in the record as a whole, including, but not limited to the following: The site is suited for the type, density and location of commercial development in that all the mitigation measures applicable to the Phase III site identified in the 1982 EIR, 1996 SEIR, 1998/99 SEIR, and 2005 SEIR and 2006, 2008 and 2012 Addenda and are incorporated into the Mitigation Monitoring and Reporting Program. No changes to the Mitigation Monitoring and Reporting Program are required as a result of the Amendments. 7. The Amendments to the Specific Plan will be superior to development otherwise allowed under conventional zoning classifications because they are in conformance with the parameters of the specific plan and allow for preservation of habitat and open space, traffic improvements and shared uses not otherwise recognized through conventional zoning. C. Precise Plan Amendments The Amendments to the Precise Plan are consistent with the City of South San Francisco General Plan for the reasons identified in Section B.1, above. The Amendments are also consistent with the applicable Terrabay Specific Plan because they would permit high quality retail, and would require the 7,500 square foot outdoor area to be maintained as an amenity for project occupants, visitors and customers. In addition, the 2012 Project includes only land uses that are currently permitted on the Terrabay Phase III commercial site; it does not introduce new land uses. 2. The Amendments do not require an alteration to or addition of design, improvements and constructions standards included within the Terrabay Specific Plan and Mitigation Monitoring and Reporting Program and will not cause environmental damage or substantially and unavoidably injure fish or wildlife in their habitat and are designed to achieve compliance with the development and/or construction standards of the Terrabay Specific Plan. This finding is based upon all evidence in the record as a whole, including, but not 6 -69- limited to the following: the 1982 EIR,1996 SEIR, 1998/99 SEIR, and 2005 SEIR and 2000, 2006, 2008 and 2012 Addenda that analyze the anticipated environmental effects of the proposed Phase III development and together with the adopted Mitigation Monitoring and Reporting Program demonstrate that the project will either avoid or mitigate impacts of the project that are likely to cause serious public health problems, or to cause substantial environmental damage, or to cause substantial and avoidable injuries to fish, wildlife or their habitat. 3. The design and type of improvements proposed in the Amendments do not conflict with public easements for access through or use of the property within the Phase III areas of the Terrabay development and conform to the provisions of the Subdivision Map Act and Chapter 19.48.080 of the South San Francisco Municipal Code as to design, drainage, utilities, road improvements and offers of dedication or deed. This finding is based upon all evidence in the record as a whole, including, but not limited to the Planning Commission's independent review of the proposed Amendments and the reports of the city engineer and other appropriate department heads. 4. As previously determined by the City Council, Phase III of the Terrabay development provides, to the extent feasible, future passive or natural heating or cooling opportunities. No changes are proposed in the Amendments that would alter passive or natural heating and cooling opportunities. This finding is based upon all evidence in the record as a whole, including, but not limited to the 1982 EIR, 1996 SEIR, 1998/99 SEIR, and 2005 SEIR and 2006, 2006, 2008 and 2012 Addenda. D. Minor Modifications to the Transportation Demand Management Program 1. The minor modifications to the TDM Program are allowable and warranted based on the City's Municipal Code Section 20.400.007(a), which allows the Chief Planner to approve minor modifications to final trip reduction plans that are consistent with the original findings and conditions approved by the Review Authority and would result in the target minimum alternative mode use. The Chief Planners finds that the proposed modifications would bring the TDM Program into compliance with current Municipal Code requirements for such programs, and would effectively target the minimum alternative mode use of 32 percent. BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this resolution, the Planning Commission of the City of South San Francisco does hereby: A. Make the findings contained in this Resolution. B. Recommend approval of an amendment to the 2008 Final Terrabay Specific Plan to permit second floor retail in the South Tower where the child care center was approved and payment of a child care impact fee, and authorization for staff to' make changes to the plan consistent with the City Council's approval of same. 7 -70- Exhibit A Conditions of Approval CONDITIONS OF APPROVAL 2012 AMENDMENT TO THE FINAL TERRABAY PHASE III SPECIFIC PLAN, PRECISE PLAN AND CONDITION OF APPROVAL P06 -0073: PPM12 -0001 AND SPA12 -0001 A. PLANNING DIVISION The Applicant/Project shall confonn to all the conditions of approval identified in Resolutions 82 -2006 and 88 -2009, as modified herein, as well as the additional conditions contained herein. 2. The Applicant/Project shall implement all the mitigation measures identified in the adopted Mitigation Monitoring and Reporting Program for Terrabay adopted by City Council Resolutions 81 -2006 and 88 -2008 and readopted in 2012. The following conditions of approval identified in Resolution 81 -2006 and 88 -2009 modified as follows: A.13 All the requirements of the Transportation Demand Management Program (TDM Program) contained in the Final Terrabay Specific Plan and shown in Attachment B to the 2012 CEQA Addendum resolution of approval and in accordance with SSF Municipal Code Chapter 20.400 shall be implemented into the project. Monitoring shall occur in accordance with SSF Municipal Code 20.400 and updates (as needed) of the TDM Program shall occur in order to assure that the performance objectives (32 percent mode shift) are met. The 20061 Project, as noted in the TDM Program, shall incorporate shuttle bus service into the Project. The shuttle bus service can either be a stand alone serving the project, connect with the Alliance shuttle bus service serving the East of 101 areas, or another similar shuttle service such as the one serving the Peninsula Mandalay Tower. The Applicant shall cooperate with the City in the development and implementation of a regional shuttle service if such service is considered by the City. A.21 The 7,500 square foot outdoor area on the second floor of the South Tower shall be maintained as an outdoor amenity gathering space, break out area, eating and/or relaxing area for the project employees and visitors /customers and shall be improved with landscaping, seating and other features such as a fire pit, outdoor cooking oven, public art or other focal amenity pieces, regardless of the occupant of the adjacent interior space. The design and layout of the area shall be subject to the Chief Planner's review and approval. Prior to 85percent occupancy of the South Tower, all improvements shall be installed. A.2 La The 5,794 square foot area on the second floor shall be permitted as Final Terrabay Phases II and III Specific Plan retail uses only. Office is not permitted in this area. ' The condition contains the requirements of 2006 and is updated to require a 32 percent mode shift. 9 -71- A.2 Lb The 7,500 square foot outdoor amenity area shall be retained and maintained as an outdoor amenity area accessible to the tenants, visitors and customers of the Centennial Towers project. A.2 Lc The child care fee estimated to be approximately $410,000 shall be paid according to the provisions and requirements of the City's ordinance. A.22 The 2006 Project shall be an essentially "complete project" should the project be constructed in two phases. Therefore, notwithstanding which office tower may be constructed first, the performing arts, landscaping, Point of San Bruno Mountain land replanting and public art program shall be in place at the time a certificate of occupancy is issued for the first phase of construction. The remaining yet -to -be developed portion of the project shall be landscaped, include outdoor seating areas and outdoor art, such as sculpture. A plan that represents a "complete project" shall be submitted along with the building permits for the first phase of construction should the project be phased. The Plan shall be reviewed and approved by the Chief Planner and shall include at a minimum the requirements of this condition. The taller of the two northwestern retaining walls shall not be constructed prior to construction of the North Tower. This area shall also remain in a "natural state" which involves either burying the smaller of the two retaining walls (if constructed in the first phase) or deferring its construction to the second phase and landscaping the area in either case. io -72- Exhibit B Final Terrabay Specific Plan Amendment Addition of paragraph four on page 1 -45 of the Final Terrabay Phases II and III Specific Plan: The December, 2012 Plan Amendment permits replacing the day care center (subject to payment of the City's Childcare Fee) with permitted retail identified in the Final Terrabay Specific Plan Phases II and III and the Terrabay Specific Plan Zoning District (SSSMC 20.240). The outdoor area on the second floor of the South Tower shall be improved as and remain as an outdoor amenity area for the project as a whole and visitors to the project regardless of the occupant of the adjacent interior space. The outdoor area shall contain landscaping, seating areas and focal points such as a fire pit, outdoor cooking oven and art. High quality commercial and restaurant uses recognized nationally by their name are permitted commercial retail uses on the Phase III Commercial site. Businesses such as Baja Fresh, Starbucks, Peets Coffee and Tea, The Cheesecake Factory, Gordon Biersch, Jamba Juice, Pasta Pomodoro, Wolfgang Puck, Kulettos and Il Fornaio are higher end well-performing businesses appropriate for the Phase III site. Specialty services such as computer stores, office supply, bookstore stores, retail dry cleaner outlets, shoe repair, florists, specialty high -end grocery and/or deli uses, sundry shops, boutiques and similar uses are permitted support uses. These types of retailers or their equivalent are permitted. Significant deviations from these types of retail uses, as determined by the chief planner, may not be permitted or may require a conditional use permit. The applicant will be required to demonstrate how the proposed use is substantially equivalent to the uses and retailers listed above. No fast food drive through restaurants are permitted on the Phase III site. Medical office and associated uses are not permitted on the ground floor. Retail oriented financial or business serving uses that support commercial retail such as automatic teller machines (ATM's) are permitted with approval of a use permit on the ground floor and provided that these types of uses can be shown to be of benefit to the employees of the site and do not exceed ten percent of the ground floor retail space. 1991170.1 11 -73- ozg Planning Commission o Staff Report c'IFoR DATE: November 1, 2012 TO: Planning Commission SUBJECT: An amendment to the Final Terrabay Specific Plan Phase III, Precise Plan and TDM Program to modify Conditions of Approval A.21 and A.22 to release the project sponsor (Project Sponsor) from the day care center obligation, require payment of a child care impact fee and allow a fitness center or other permitted retail use in its place above the South Tower retail concourse at One Tower Place in the Terrabay Specific Plan Zone District. Owner/ Applicant: Myers Peninsula Venture, LLC Case No.: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Env. Doc.: Addendum to the 1998/99 and 2005 Certified Supplemental Environmental Impact Reports and 2006 and 2008 Addenda pursuant to California Code of Regulations Title 14, Chapter 3 RECOMMENDATION: That the Planning Commission adopt the attached resolutions recommending that the City Council (1) approve amendments to the Terrabay Specific and Precise Plans and TDM Program to modify Conditions of Approval A.21 and A.22, to allow a change in use from a child care center to a permitted retail use and (2) adopt the 2012 Addendum to the 1998/99 and 2005 Supplemental Environmental Impact Reports and 2000, 2006 and 2008 Addenda as the appropriate environmental document for the Project. BACKGROUND: Planning for the Terrabay project began in the early 1980's encompassing a three phased development on the east and-southeast slopes of San Bruno Mountain. An environmental impact report (EIR) for the project was certified by the City in 1982. The Terrabay Zoning District (Chapter 20.240 South San Francisco Municipal Code (SSFMC)- Zoning) was also created in 1982 accompanied by a specific plan. Residential, retail commercial, commercial office, open space, habitat preservation and recreation are the permitted land uses. Various modifications and refinements to the original land use plan have been requested and conditionally approved since 1982. Three supplemental environmental impact reports (SEIRs) were prepared and certified in 1996, 1998/99 and 2005. Three addenda to the environmental documents have been prepared and adopted in 2000, 2006 and 2008. The most salient modifications to the Terrabay Project were in 2000, refined in 2006 and 2008. -74= Staff Report RE: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Date: November 1, 2012 Page 2 of 9 In 2000, a Precise Plan was approved to allow construction the Centennial Towers project along Airport Boulevard, north of Sister Cities Boulevard. The 2000 Project was amended in 2006 to allow the construction of the office component in two towers and in 2008 to permit the addition of a product design studio as an ancillary use to the office component. The 2008 Project is shown in Table 1. The approved project (2008 Project) consists of office and retail development in two towers, a shared use performing arts facility /meeting room, child care center, structured and surface parking and a Transportation Demand Management Program (TDM Program). TABLE 1 2008 APPROVED TERRABAY PROJECT Gross Square Feet SOUTH TOWER Office 313,002 Commercial Retail 11,544 Child Care 5,794 Performing Arts/Meeting 4,433 Sub Total 334,773 Parking 962 spaces NORTH TOWER Office 352,026 Commercial Retail 12,465 Product Design Studio 15,007 Sub Total 379,498 Parking 990 spaces TOTALS Office 665,028 Commercial Retail 24,009 Child Care 5,794 Performing Arts/Meetmg 4,433 Product Design Studio 15,007 Total 714,271 Total Parking 1,952 Maces The project is being constructed in two phases. The South Tower received a Certificate of Completion in June, 2009. Construction of the North Tower is delayed by Project Sponsor until the South Tower is fully occupied. 2012 Project Description Project Sponsor is requesting an amendment to Planning Conditions of Approval A.21 and A.22 which triggers associated amendments to the Final Terrabay Phases II and III Specific Plan (Specific Plan) and Precise Plan. The amendments are requested to release the Project Sponsor's obligation to provide a child care facility within the project and allow for a Terrabay Specific Plan permitted retail use in its place. The space for the childcare center is located on the second floor of the South Tower as shown on the drawings in Attachment 11I. The area consists of 5,794 square feet of interior space and 7,502 square feet of exterior space that was to be used as an outdoor play area. The interior and -75- Staff Report RE: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Date: November 1, 2012 Page 3 of 9 exterior shell for the facility was constructed in 2009 and tenant improvements would have ensued upon a majority of the building being leased and securing a day care provider. Project Sponsor is seeking approvals to initially occupy the space as a fitness center; a permitted retail use within the Terrabay Specific Plan Zoning District provided that the center is "...associated with the office use as an office - worker support use and a TDM measure" (SSFMC 20.240.003.B.4). Project Sponsor is also seeking approvals to retain the flexibility to replace the fitness center with a Terrabay Specific Plan permitted retail use. The center is programmed to include cardio equipment, free weights, a lounge area and a studio for group exercise and yoga classes. The center is proposed to be open to building occupants (the Centennial Towers project as a whole) and to the general public on a membership basis. SSFMC Section 20.240.003.B.5, 6, 7 and 12 ( Terrabay Specific Plan Zoning District) identifies eating and drinking establishments, retail sales and personal services as pennitted uses. Permitted uses also include accessory service and retail uses associated with office use and support, a use defined as a TDM measure and retail uses that serve the project as a whole. These types of retail commercial uses are permitted on the ground floor of the project without entitlement review. Specific and precise plan modifications are triggered because the child care facility is specifically programmed and required, and shown as being located on the second floor in both documents. The child care facility is also viewed as a public and private amenity, as noted above. The outdoor area is proposed to be improved as a public seating area for all project tenants and visitors. The outdoor area is shown to include boxed trees, outdoor furniture and seating and a fire pit. The timing to complete the outdoor area improvements would occur concurrent with the South Tower being 85 percent occupied (see Attachment III). DISCUSSION: Outdoor Amenity The design and location of the outdoor space was carefully planned in 2006. Sunlight and shadow studies were conducted to identify and develop the optimum area on the site for the child care outdoor play area (see Figure 27, Terrabay Specific Plan). The outdoor area is surrounded by 42 inch high plaster wall and is largely void of the winds associated with San Bruno Mountain. Prevailing winds are west to east. The mountain and Phase 11 parking structure (yet to be built) shields the outdoor area from excessive wind. Assuring the continued use of the outdoor space for building occupants and visitors to gather could be a viewed as a benefit to project. Project Sponsor proposes to complete the outdoor area improvements concurrent with the South Tower being 85 percent occupied. Child Care Fee Elimination of the child care center from the project obligates Project Sponsor to pay the City's Childcare fee per SSFMC Chapter 20.310, estimated to be $409,963 (see Table 2, below). -76= Staff Report RE: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Date: November 1, 2012 Page 4 of 9 Quality Retail The City, since 2000, has expressed in conditions of approval, planning documents, meetings and public hearings the importance of high quality retail on the site. The City has continually expressed the desire to have a minimum of one high quality restaurant within the project. The following amendments to the conditions of approval and planning documents are proposed to clarify and underscore the pennitted retail uses on the site. Amendments The following identifies the existing language verbatim and indicates proposed changes in stfikeeut and bold. Conditions of Approval A.21 e Chief Planner- a BuiIdifig offiew amt the spaee as designed or- wTanded is adequate te meet state heensin - FA s fe T- rr U ullltl�l "".+;j mquim a let4er- fiefa the state. - r-vvizscrc'scrivir phasing p os r i s iv u��r eed F ftt7 diti a - f' f , L , . The 7,500 n quir - square foot outdoor area on the second floor of the South Tower shall be maintained as an outdoor amenity gathering space, break out area, eating and/or relaxing area for the project employees and visitors /customers and shall be improved with landscaping, seating and other features such as a fire pit, outdoor cooking oven, public art or other focal amenity pieces, regardless of the occupant of the adjacent interior space. The design and layout of the area shall be subject to the Chief Planner's review and approval. Prior to 85% occupancy of the South Tower, all improvements shall be installed. -The ts fer- the Child Ge&e f6eility sha4l be inebaded in. the first phase build' peFmit drawings and shall be in eew43haaee with state 1i imments te eastwe 04um- -77- TABLE 2 CHELD CARE FEE LAND USE SQUARE $ FEE/SQUARE $ AMOUNT FOOTAGE FOOT Office 665,028 0.57 379,066 Commercial Retail 24,009 0.68 16,326 Child Care Conversion to 5,794 0.68 3,940 Retail Performing Arts/Meeting 4,433 0.57 2,527 Room Product Design Studio 15,007 0.54 8,104 Total Pro'ect S . Ft. 714 271 $409,963 Quality Retail The City, since 2000, has expressed in conditions of approval, planning documents, meetings and public hearings the importance of high quality retail on the site. The City has continually expressed the desire to have a minimum of one high quality restaurant within the project. The following amendments to the conditions of approval and planning documents are proposed to clarify and underscore the pennitted retail uses on the site. Amendments The following identifies the existing language verbatim and indicates proposed changes in stfikeeut and bold. Conditions of Approval A.21 e Chief Planner- a BuiIdifig offiew amt the spaee as designed or- wTanded is adequate te meet state heensin - FA s fe T- rr U ullltl�l "".+;j mquim a let4er- fiefa the state. - r-vvizscrc'scrivir phasing p os r i s iv u��r eed F ftt7 diti a - f' f , L , . The 7,500 n quir - square foot outdoor area on the second floor of the South Tower shall be maintained as an outdoor amenity gathering space, break out area, eating and/or relaxing area for the project employees and visitors /customers and shall be improved with landscaping, seating and other features such as a fire pit, outdoor cooking oven, public art or other focal amenity pieces, regardless of the occupant of the adjacent interior space. The design and layout of the area shall be subject to the Chief Planner's review and approval. Prior to 85% occupancy of the South Tower, all improvements shall be installed. -The ts fer- the Child Ge&e f6eility sha4l be inebaded in. the first phase build' peFmit drawings and shall be in eew43haaee with state 1i imments te eastwe 04um- -77- Staff Report RE: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Date: November 1, 2012 Page 5 of 9 A.22 The 2006 Project shall be an essentially "complete project" should the project be constructed in two phases. Therefore, notwithstanding which office tower may be constructed first, the day ear-e; performing arts, landscaping, Point of San Bruno Mountain land replanting and public art program shall be in place at the time a certificate of occupancy is issued for the first phase of construction. The remaining yet -to -be developed portion of the project shall be landscaped, include outdoor seating areas and outdoor art, such as sculpture. A plan that represents a "complete project" shall be submitted along with the building permitsfor the first phase of construction should the project be phased. The Plan shall be reviewed and approved by the Chief Planner and shall include at a minimum the requirements of this condition. shall also be ineladea as a paA f thi ' The taller of the two northwestern retaining walls 41 shall not be constructed prior to construction of the North Tower. This area shall also remain in a "natural state" which involves either burying the smaller of the two retaining walls (if constructed in the first phase) or deferring its construction to the second phase and landscaping the area in either case. Staff recommends modifying the following condition of approval from 2006 to bring the2012 Project up to current code requirements. A.13 All the requirements of the Transportation Demand Management Program (TDM Program) contained in the Final Terrabay Specific Plan and shown in Exhibit D of the resolution of approval and in accordance with SSF Municipal Code Chapter 20.440 400 shall be implemented into the project. Monitoring shall occur in accordance with SSF Municipal Code 20.4-20 400 and updates (as. needed) of the TDM Program shall occur in order to assure that the performance objectives (g" 32 percent mode shift) are met. The 2006 Project, as noted in the TDM Program, shall incorporate shuttle bus service into the Project. The shuttle bus service can either be a stand alone serving the project, connect with the Alliance shuttle bus service serving the East of 101 areas, or another similar shuttle service such as the one serving the Peninsula Mandalay Tower. The Applicant shall cooperate with the City in the development and implementation of a regional shuttle service if such service is considered by the City. Staff recommends the addition of the following conditions of approval. A.21.a: The 5,794 square foot area on the second floor shall be permitted as Final Terrabay Phases II and III Specific Plan retail uses only. Office is not permitted in this area. A.21.b: The 7,500 square foot outdoor amenity area shall be retained and maintained as an outdoor amenity area accessible to the tenants, visitors and customers of the Centennial Towers project. A.2 Lc: The child care impact fee estimated to be approximately $410,000 shall be paid according to the provisions and requirements of the City's ordinance. -78- Staff Report RE: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Date: November 1, 2012 Page 6 of 9 Specific Plan Amendment The Specific Plan requires an amendment to incorporate the change of use on the second floor of the South Tower. Page 1 -45 of the Specific Plan contains a description of the office /commercial uses for the Phase III portion of the project. The following language is proposed and would be the fourth paragraph on page 1 -45. The December, 2012 Plan Amendment permits replacing the day care center (subject to payment of the City's Childcare Fee) with permitted retail identified in the Final Terrabay Specific Plan Phases II and III and the Terrabay Specific Plan Zoning District (SSSMC 20.240). The outdoor area on the second floor of the South Tower shall be improved as and remain as an outdoor amenity area for the project as a whole and visitors to the project regardless of the occupant of the adjacent interior space. The outdoor area shall contain landscaping, seating areas and focal points such as a fire pit, outdoor cooking oven and art. High quality commercial and restaurant uses recognized nationally by their name are permitted commercial retail uses on the Phase III Commercial site. Businesses such as Baja Fresh, Starbucks, Peets Coffee and Tea, The Cheesecake Factory, Gordon Biersch, Jamba Juice, Pasta Pomodoro, Wolfgang Puck, Kulettos and Il Fornaio are higher end well - performing businesses appropriate for the Phase III site. Specialty services such as computer stores, office supply, bookstore stores, retail dry cleaner on shoe repair, florists, specialty high -end grocery and/or deli uses, sundry shops, boutiques and similar uses are permitted support uses. These types of retailers or their equivalent are permitted. Significant deviations from these types of retail uses, as determined by the chief planner, may not be permitted or may require a conditional use permit. The applicant will be required to demonstrate how the proposed use is substantially equivalent to the uses and retailers listed above. No fast food drive through restaurants are permitted on the Phase III site. Medical office and associated uses are not permitted on the ground floor. Retail oriented financial or business serving uses that support commercial retail such as automatic teller machines (ATM's) are permitted with approval of a use permit on the ground floor and provided that these types of uses can be shown to be of benefit to the employees of the site and do not exceed ten percent of the ground floor retail space.' Various diagrams and portions of text would require amendment to accommodate the 2012 Project. Should the 2012 Project be approved staff would amend the text and diagrams to reflect City 1 These uses were identified for the Phase III site in 2006 and analyzed in the 2006 and 2008 Addenda. Staff suggests including them in the Specific Plan as opposed to the zoning ordinance as they are more narrative in nature to provide context and definition that is not typically appropriate in a zoning code. -79- Staff Report RE: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Date: November 1, 2012 Page 7 of 9 approvalsZ. Precise Plan Amendment The drawings in Attachment III depicting the proposed revised layout for the subject tenant space, would be added to the approved precise plan as the amendment. TDMProgram Project Sponsor submitted a revised TDM Program in order to maintain the 32 percent mode shift required of the project. The child care center is identified in the Terrabay Specific Plan as an amenity to the development on the whole one that, "will favorably affect the trip- generation potential of the Terrabay project ... trip-generation and traffic counts will be reduced given the elimination of the need to venture off site..." (page 1 -48, Terrabay Specific Plan). Trip reduction associated with an on -site day care center was also included in the environmental analyses for the project since its inception in 2000. The TDM Program proposes the following refinements and is an exhibit to the environmental addendum: ➢ Augmented subsidies for the existing shuttle service that connects Centennial Towers with South San Francisco Bart and Caltrain and expanded service to include the South San Francisco ferry. SuccessFactors will have a shuttle that picks up employees in Berkeley and Oakland in the morning and drop off in the afternoon and evening. ➢ Employer based incentives to employees for carpooling by giving carpoolers either cash or vouchers. ➢ Employer paid computer, printer, chair and phone to employees working from home. ➢ Employer /employee use of video conferencing and "Go To Meeting" technology'. Additionally, based upon SuccessFactors and other high technology firm surveys, approximately 30 percent of employees work from home two days a week. Approximately 10 percent work from 6AM- 3PM, 60 percent work from 8AM -6PM and 30 percent work from L OAM -7PM. Approximately 30 percent of employees take public transportation to work. The 2012 TDM Program is included as an attachment to the environmental document (Attachment I). ANALYSIS 2012 Project Conformance with the state Specific Plan Law and the General Plan The 2012 Amendment extends the commercial component of the project to include an area on the second floor where a child care center and outdoor space was approved in 2006. Project Sponsor is required to pay a child care impact fee in conformance with City ordinance and comply with all adopted conditions of approval. The 2012 Amendment would permit high quality retail, as defined 2 Other pages include II -1, -2,-8, -13, -l5,-l6,-24,-25,-38,-39,-63, III -2, B- lthrough 12, and E -6. 3 ,go -to" meetings are computer application(s) that allow virtual face -to -face meetings. -80- Staff Report RE: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Date: November 1, 2012 Page 8 of 9 by the City in 2006, reiterated in this staff report and added in the specific plan, to occupy the second floor space of the South Tower, and would require the 7,500 square foot outdoor area to be maintained as an amenity for project occupants, visitors and customers. The 2012 Project includes only land uses that are currently permitted on the Terrabay Phase III commercial site; it does not introduce new land uses. The Specific, Precise and General Plan findings adopted by City Council Resolutions No. 82 -2006 and 89 -2008 would not be compromised as a result of the Project. These findings are proposed to be re- adopted as shown in Attachment II. The 2012 project complies with the City's general plan, state planning law and the Terrabay Specific Plan. ENVIRONMENTAL REVIEW Staff conducted environmental review on the 2012 Project (Attachment I). The 2012 Project would not result in any increases in existing impacts or new impacts from those identified in the 1998/99 and 2005 SEIRs and 2000, 2006 and 2008 Addenda. Finding of Overriding Considerations would need to be re- adopted for four significant unavoidable impacts adopted by the City Council in February 1999, 2000, 2006 and 2008 relating to air quality and traffic. The impacts include: 1. Impact 4.5.2 from the 1998/99 SEIR Changes in Long Term Air Quality. 2. Impact 4.4 -1 from the 1998/99 SEIR 2000 Base Case Plus Phases II and III Freeway Impacts. 3. Impact 4.4 -4 from the 1998/99 SEIR 2010 Base Case Plus Phases II and III Freeway Impacts. 4. Impact 4.4 -5 from the 1998/99 SEIR 2010 Base Case Plus Phases 11 and III Ramp Impacts. The Adopted 2006 Mitigation Monitoring and Reporting Program (City Council Resolution No. 82- 2006 and 88 -2008) contains the mitigation measures required of the Terrabay Phase III Project, including the 2012 Project. CONCLUSION: The 2012 Plan amendment allows a permitted retail use to be on the second floor in the South Tower, and retains the adjacent open space as an amenity for the project, visitors and customers. The on -site child care requirement would be replaced by Project Sponsor payment of the City's Childcare fee. Minor adjustments in the TDM plan will assure that the 2012 Project will continue to meet the standards and requirements of both the City's TMD Ordinance and the County's Congestion Management Program. The 2012 Project implements many policies of the City's General Plan and conforms to state specific plan law. No new or increased environmental impacts would occur as a result of the 2012 Project. Therefore staff recommends that the Planning Commission adopt the attached resolutions recommending to City Council acceptance of the 2012 Addendum as the appropriate environmental document for the 2012 Project and recommending approval of the Specific Plan, Precise Plan and TDM Amendments. Allison Knapp arming Consultant -81- Staff Report RE: P06 -0073: PPM12 -0001, SPA12 -0001 and TDM12 -0005 Date: November 1, 2012 Page 9 of 9 Attachments: I. A resolution making findings and recommending adoption of the 2012 addendum to the 1998/99 and 2005 SEIRs and 2000, 2006 and 2008 addenda, and recommending adoption of the restatement of overriding considerations with attached 2012 Addendum, TDM Program and MMRP. II. A resolution recommending amendments to the Final Terrabay Specific Plan, Precise Plan and TDM with attached conditions of approval. III. 2012 Project drawings. 1991171.1 -82- EXCERPT OF APPROVED NOVEMBER 1, 2012 PLANNING COMMISSION MEETING MINUTES 3. Centennial Towers Myers Peninsula Venture LLC- Owner /Applicant One Tower Place P06 -0073: SPA12 -0001, PPM12 -0001 & TDM12 -0005 An amendment to the Final Terrabay Specific Plan Phase III, Precise Plan and TDM Program to modify Conditions of Approval A.21 and A.22 to release the project sponsor (Project Sponsor) from the day care center obligation, require payment of a child care impact fee and allow a fitness center or other permitted retail use in its place above the South Tower retail concourse at One Tower Place in the Terrabay Specific Plan Zone District. Chairperson Zemke opened the public hearing and asked for the staff report. Consultant Planner, Allison Knapp, gave the staff report. Jack Myers, applicant, noted he was pleased to announce they had secured two major technology companies for the building. Additionally, he requested the Commission give favorable consideration to their request. Public hearing closed. Commission comments /questions: • The Commission recalled the struggle of building the entire Terrabay area and how Mr. Myers was sensitive to community needs and was able to develop the rest of the Terrabay area. The Commission thanked Mr. Myers for his diligence. • A question was raised as to when retail was going to be implemented. Mr. Myers noted that 750- 850 employees will be occupying the building and that negotiations are underway with a food vendor to begin to fill the retail spaces. • The Commission questioned what the implications of not completing the childcare would be. Mr. Myers explained that the prior proposed tenant and the current tenants do not have as high of a demand for a childcare as they do for the fitness center. Mr. Myers noted that the uses are consistent with retail and they are committed to the retail (fitness center). • Commission raised the questioned as to when the childcare impact fees are to be paid to the City. Assistant City Attorney Rosenberg noted that the fee is a deal point that the City Council will work on with the application. Chief Planner Kalkin stated that the Conditions of Approval indicate that childcare fees would be due at the time of applying for an internal building permit. • The Commission asked what the challenges have been in leasing the building. Mr. Myers explained that in 2007 the project was approved. He added that the lessee they had lined up to occupy the building did not go through. He added that they have stayed the course and were finally able to sign leases in 2012. • The Commission expressed concern with the comment that the outside amenity space is not being built out until 85% of the building is occupied. Mr. Myers stated that it was requested that this be phased due to the cost of the fitness center. • Commission expressed appreciation with the building being occupied. Motion -- Commissioner Sim /Second -- Commissioner Giusti to adopt a Resolution recommending that the City Council approve the 2012 Addendum to 1998/99 and 2005 SEIR and 2000, 2006 and 2008 addenda for CEQA document. Approved by unanimous voice vote. Motion - -Vice Chairperson Ochsenhirt/Second— Commissioner Sim to adopt a Resolution recommending that the City Council approve amendments to the Terrabay Specific and Precise Plans and TDM Program (SPA12 -0001, PPM12 -0001 & TDM12 -0005) to modify Conditions of Approval A.21 and A.22 to allow a change in the use from childcare center to a permitted retail use. The motion approved by the following roll call vote: AYES: Chairperson Zemke, Vice Chairperson Ochsenhirt, Commissioner Giusti, Commissioner Gupta, Commissioner Martin, and Commissioner Sim. NAYS: Commissioner Prouty. -83- r ■ DO 1010 O- 7 / � I _ \� � Erg R. � _ / �,' ��� 1 Ili � 0 1'� imr, l p 4 m 9 mll� w RM #MR Co" Co" I Ad CENTENNIAL TOWERS so IIIAN FRI CALFOMM dr-1 4p— oeva lolomwok.ft som am&.40ow"MaLLP CMFMAokw am. Ilm @mF -,- CA24111 AM Ell NI D �,;� � IAIAII X111 �; � Ih� ga ggs IG OLIN i7m ---------- gmesc Y - _ '.__ CENTENI VAL TOWERS NIR!lftl! OF SOC7JN. 8afyfC6s � _ _� -.. � � a01llX aql FAaGU,�@i�q CNFONM Sm Am ReMoM 010De� -'' l 02 03 04 05 06 07 , 09 0sKmKCA6M724= RECEIVED � - 08 (610)672am — -0" -- 6, -9• 24' -0• -- r�-- t - - - - -- r- -- - -- -- -- - --- - - - - -- AUG 13 2007 �- — -- -- -= d�----- -1- --- �-8- '--- --- --- �---- - - - --- -- 30 -0 1_ -T - - - -- _ 30r-0" — -- - � � 30' -0' � 30'x• rr of'eomeuaw ""ass August 10, 2oa7 AVERS DEVEIDP� W' x �- t l I 9 8 Andrew tawahera QQ/��**`` fryers Development Convany / j ' ' ' 1711111 101 Second St., Ste. 555 % I I masaw„odRp&mma LP i. ._ _ .. .. G0 San Francis=, Ca 94105 / f _ I I I I .. ... .._. _ .._ _. _- .. - ,svem SBY21 f Dear Mr. Earehara, % Sm, Rasim This letter dccumuts the discussion we had with David Frey and staff 1 CHILDCARE DR�P -0FF fran the San Bruno office of Comity Care Licensing regarding child I cars licensing w regin South for your proposed child case cantor at % I Centennial loTrors is South San Francis=. Site plane were reviewed by licensing staff and licensing physical - - -- - -- - - -- 1-- - - - - -- - - -- ------ - - - - -I -- ------------- - - - --- - -- ---- - --------------- - - - - -- ant requirements were discussed. 7'he _____- _�._______ +_ proposed site plans show ____r_______ _ ,e01 sq.ft. of indoor activity spars children. children, and 7,502 swoul r" • of outdoor activity apace for a outdoo Indoor activity apace would only ifi5 children. Based the outdoor activity apace would allow only 100 children, Snead am the total outdoor activity spats allowed for children, if all other licensing physical plant requirements are cot, and a fire clearmace is granted, the Dept- could issue a child i ' I j m o care center license for up to 100 children at this proposed vita. I- Please feel free to contact me if you have any additional questions, ' ' — j � or if the Bite plan changes any of the previously discussed licensing LOCKER RM. LOCKER RM L7 Sincerely, 1 j n SCHOOL AGE F� i ' RAY ROOM - — - — 1 CHILDCARE nunnus TEL COm7Mrlaa mmamf �� ME OH. --1 I I I_ __I 1 CF9D uu0 I 342 SF. MEN [ -y EIJ f Slirabeth Butane Child care Advocate i j „q I Liu ula �LOBBY (J O L U O U IU Commity Care Licensing `mod COMPUTER ROW ' Cc. David Frey f ' 1 , KINDERGARTEN CHILDCARE CEI TER C 5794 SF. • % ' I `1f I 1 '• / ` ` CEO /` I j ♦ CH / `GALLEY I I j l ~ SMO COMP wAw ♦♦ PRESCHOOL FNTN � � � ' � ' EXHIBIT A I _ ♦♦♦ I_ i I - t I I SAL ELEVATOR LOBBY ♦ o a i i - _ I -_ CHILDCARE FRI I EXHIBIT A SI CM i -- i EXITCORRIDOR LL�Ji "UU EXHIBIT A 1 I ♦, � ------------- - - - - -- JEXHI BIT A I ' ♦♦♦ ,`}1` I CHILDCARE CENTER R R 100 HLDREN , j / ' ` ♦ ♦, `�.I �� I - 50013 SIF 3300 SF M SFK.`FI S� T SPACE_ I EXHIBIT A SLEEPING u � a� j ♦♦ AREA \ .�♦ CHILDCARE TER CE 1 •, - TODDLER PIFANTiFIOOM j NOTE: 7502 SF. I j ♦\ ` � I - -U " - -- - -- - - - -- ;- - - - -- -- - - - -- - -- t -I -- -- CHIL_DC_AREPLAN FOR �J� I INFORMATIQN--0- NLY - - -- - ; -- - -- - '----- - - -®-- - - - -- - -' - - -- -' -- NOT FOR CONSTRUCTION o - - - - -- ❑ \ + - ' + + + + ❑ \ .� + + + + + + + + +� + + + + + + ' ' w + + + + + + + + + + + + + + J + + + + I ❑ ' 1 +- I + + } + + F 4 E \ I I _ �� SOUTH TOWER - LEVEL2 CHLDCAREPLAN �y E SOUTH TOWER - CHLDC^RE PLAN �! dt ` 2Aa0Y A2.1.2.0 DATE: December 12, 2012 TO: The Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: ADDENDUM TO THE TERRABAY SPECIFIC PLAN AMENDMENT STAFF REPORT As indicated in the original staff report for this item, the Project Sponsor is requesting an amendment to the Terrabay Conditions of Approval A.21 and A.22, which would trigger amendments to the Final Terrabay Phases II and III Specific Plan and Precise Plan. These amendments are requested in order to release the Project Sponsor's obligation to construct a child care facility within the project, and allow for a Terrabay Specific Plan permitted retail use instead. This requested modification would require the Project Sponsor to pay the City's childcare fee in lieu of building the childcare facility. The Project Sponsor has submitted a written request regarding the timing for payment of the required childcare impact fee. The written request is attached to this staff report. City staff has reviewed the request and, in response to this request, has proposed a revised Specific Plan amendment. The revised specific plan amendment is attached to this staff report as well. By: Marty Van Duyn, Assistant C}tt Manager Barry M. Nagel, City Manager Attachments: Letter Request from Myers Development Corporation Proposed Staff Response to Letter Request (Exhibit B -1) December 11, 2012 Mr. Steve Mattes Mr. Jason Rosenberg Meyers Nave 555 12u Street Oakland, CA 94607 RE: IN LIEU FEE — CENTENNIAL TOWERS Gentlemen: As you are aware, we are appearing before the South San Francisco City Council on Wednesday, December 12, 2012 seeking a change of use for the area designated as Child Care within Phase I (the South Tower) of Centennial Towers. We have proposed that the Child Care use be changed to Retail use. Recently, the Planning Commission heard and approved our change of use proposal. We are seeking to clarify our request regarding the in -lieu fee payment schedule by deferring the payment of the fee until the commencement date of construction of Phase II (the North Tower) of Centennial Towers. This request corresponds to the financial pressures we have and are continuing to endure through the current economic downturn which commenced July, 2008. Further, there are very modest proposed reductions in the in lieu fee amount that was approved by the Planning Commission that we believe were not calculated in accordance with the intent of the calculation guidelines. Specifically, we are seeking to eliminate charges for the Performing Arts Facility and the Product Design Studio within Centennial Towers. The Performing Arts Facility is a shared -use facility that is available to the public and the City. The Product Design Studio was permitted as an accessory or support use to office space and shall not add to the aggregate employee base of Centennial Towers. The following is the calculation: Office 665,028 $0.57 I'11VIVVIN I $3791066 Retail 24,009 $0.68 16,326 Retail Converslon 51794 $0.68 3,940 Performing Arts Facility 41433 $0.57 Product Design Studio 15.007 $0.54 TOTAL azcc zz� 101 Semnd StviceG Suite 555 • .San Francisco, CA 94105 • Telephone (415) 777 -3330 • Fax: (415) 777 -3331 eww. mycrsdctclopment.m m -1- Please let me know if you have any questions or concerns. I am available to speak any time between now and the hearing tomorrow evening. Sincerely, MYERS DEVELOPMENT COMPANY, LLC Jack E. Myers Chairman & Chief Executive Office -2- Exhibit B -1 Final Terrabay Specific Plan Amendment (phased childcare fee payment structure) Addition of the following paragraphs (four, five and six) on page 1 -45 of the Final Terrabay Phases II and III Specific Plan: The December 2012 Plan Amendment permits replacing the day care center (subject to payment of the City's Childcare Fee) with permitted retail identified in the Final Terrabay Specific Plan Phases II and III and the Terrabay Specific Plan Zoning District ( SSFMC 20.240). The December 2012 Plan Amendment requires the payment of the City's childcare fee in lieu of constructing a childcare center. Because the South Tower has already been configured and constructed, a payment schedule for the childcare fee is appropriate. Thus, notwithstanding the timing requirements contained in Chapter 20.330, the childcare fee obligation for this project shall be paid as follows: 1. South Tower Childcare Fee. The entire childcare fee payment obligation amount as established by the City's Childcare Ordinance (SSFMC Chapter 20.330) attributable to the South Tower building shall be paid upon the earlier of: A) issuance of a certificate of occupancy for seventy percent (70 %) of the South Tower, or B) January 1, 2016. 2. North Tower Childcare Fee. The entire childcare fee payment obligation amount as established by the City's Childcare Ordinance (SSFMC Chapter 20.330) attributable to the North Tower building shall be paid upon the earlier of: A) issuance of a certificate of occupancy for fifty percent (50 %) of the North Tower, or B) January 1, 2018. The outdoor area on the second floor of the South Tower shall be improved, and remain as an outdoor amenity area for the project as a whole and visitors to the project regardless of the occupant of the adjacent interior space. The outdoor area shall contain landscaping, seating areas and focal points such as a fire pit, outdoor cooking oven and art. High quality commercial and restaurant uses recognized nationally by their name are permitted commercial retail uses on the Phase III Commercial site. Businesses such as Baja Fresh, Starbucks, Peet's Coffee and Tea, The Cheesecake Factory, Gordon Biersch, Jamba Juice, Pasta Pomodoro, Wolfgang Puck, Kulettos and Il Fornaio are higher end well - performing businesses appropriate for the Phase III site. Specialty services such as computer stores, office supply, bookstore stores, retail dry cleaner outlets, shoe repair, florists, -3- specialty high -end grocery and/or deli uses, sundry shops, boutiques and similar uses are permitted support uses. These types of retailers or their equivalent are permitted. Significant deviations from these types of retail uses, as determined by the chief planner, may not be permitted or may require a conditional use permit. The applicant will be required to demonstrate how the proposed use is substantially equivalent to the uses and retailers listed above. No fast food drive through restaurants are permitted on the Phase III site. Medical office and associated uses are not permitted on the ground floor. Retail oriented financial or business serving uses that support commercial retail such as automatic teller machines (ATM's) are permitted with approval of a use permit on the ground floor and provided that these types of uses can be shown to be of benefit to the employees of the site and do not exceed ten percent of the ground floor retail space. 2012963.1 M'. Staff Report DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Jim Steele, Director of Finance SUBJECT: 2011 -12 YEAR -END FINANCIAL RESULTS AND BUDGET CLOSING RECOMMENDATION It is recommended that the City Council approve the attached budget amendment resolution authorizing various budget actions and allowing staff to close the books on fiscal year 2011 -12. BACKGROUND /DISCUSSION While the 2011 -12 fiscal year results have not been audited, the numbers are virtually final. Total General Fund revenues in FY 2011 -12 were $69.5 million, $196,000 over the final amended budget. This is a favorable variance of 0.3 %, and is largely attributable to gains in Transient Occupancy Tax (TOT), Charges for Services, and Fines, as well as to the incorporation of five months of new property taxes previously allocated to the former Redevelopment Agency (RDA). General Fund departments stayed $1.5 million under budget, a favorable variance of 2 %, resulting in a year -end net operating budget impact (revenue over expenditures) of a positive $3.2 million, before capital improvement expenses and transfers out to other funds. Total year- over -year revenue continues to show growth for the second consecutive year after the 7% drop the City experienced during the full swing of the recession. TOT revenue is up $1.4 million, or 20 %, over the prior year, owing to a sharp jump in both occupancy and room rates, and reflecting another booming year for the Bay Area tourism industry. Sales Tax revenue also increased dramatically in FY 2011 -12, with a $491,000 increase, or 4 %, compared to the prior year. The City also received $1 million in new property tax revenues from the RDA dissolution beginning February 1. However, with the absorption in to the General Fund of staff positions and costs formerly paid by the RDA, and the loss of revenue via administrative charges to the RDA, the net impact on the City in FY 2011 -121 was a hit of $1 million. As the Successor Agency moves forward with fulfilling its recognized remaining RDA obligations, more money will Staff Report Subject: 2011 -12 Year End Financial Results and Budget Closing Page 2 of 5 become be freed up and allocated to local taxing entities, including the City. At some point in the next several years, the General Fund will begin seeing a positive net impact of the RDA dissolution: that is, when new property tax revenues exceed the expenses and revenue loss in the General Fund. Staff is working on a multi -year forecast and will include this information during the FY 2012 -13 mid -year financial review. Furthermore, the City still expects a one -time lump sum payment, estimated at $4.7 million, from the reallocation of RDA fund balances remaining when the dissolution occurred. This payment is likely to occur early in 2013, after RDA's are required to remit all unobligated fund balances to the County, and will be folded into General Fund reserves. Below is a discussion of major changes to revenues and expenditures (over /under $150,000) in the General Fund at year -end compared to the final budget and /or the prior year actuals. Revenues (over /under $150k) (over /under $150k) Compared to Compared to 11 -12 10 -11 Final Budget Actual 1) Property Tax (from RDA dissolution) +190499000 +190499000 New ongoing revenue for last five months of the year. 2) Sales Tax +4919000 Year- over -year increases occurred in all sectors, with the exception of General Retail (which includes companies that may pay use tax on infrastructure one year, and much less the next) and the Miscellaneous sector, a small category that includes specialty stores. Notably, several service stations moved up in the ranking of highest sales tax generators in FY 2011- 12. The Wholesale Building Materials sector is up 37.8% over the same period the prior year, and the Business -to- Business sector, particularly in leasing and office equipment, is also showing marked improvement. 3)TOT +378,000 +194279000 Monthly room rates and occupancy rates in FY 2011 -12 increased an average of 16% and 6 %, respectively, over the prior year. The largest monthly increase happened in June 2012, during the U.S Open held in San Francisco, when local room rates spiked 27 %, and TOT revenue increased $245,000 in that month alone. Further confirmation of the recovering travel industry is provided by the San Francisco International Airport, which reported a 7.8% increase in passenger arrivals in FY 2011 -12 compared to the prior year. 4) Building & Fire Permits (3359000) Building inspection, plan check, and other related Public Works inspection fee revenue decreased in FY 2011 -12, reflecting fluctuations in the construction industry as it climbs gradually out of the recession. However, these revenues were in fact higher than the final budget, while renewable fire permit revenue was under budget. This will be revisited in the current year for possible budget adjustments during the mid -year financial review. Staff Report Subject: 2011 -12 Year End Financial Results and Budget Closing Page 3 of 5 (over /under$150k) (over /under$150k) Compared to Compared to 11 -12 10 -11 Final Budget Actual 5) Revenue From Other Agencies (19168,000) (3799000) This revenue can vary greatly from budget and from the prior year, as it is typically related to specific project budgets that may not be entirely spent by June 30th. Those remaining budgets, for both revenue and expenses, are carried into the next fiscal year. 6) Charges for Services +5169000 +8969000 Fees for Advanced Life Support (Ambulance) services were increased with the adopted FY 2011 -12 budget, which accounts for much of this increase. Child care revenue also came in higher than anticipated, due to the expanded after - school services and high program utilization. 7) Administrative Charges (407,000) This revenue, which is generated via charges to other funds supported by General Fund functions, is down due to the loss of charges formerly paid by the RDA. 8) Fines +2539000 Code enforcement revenue in FY 2011 -12 remained nearly static from the prior year, when large fines on foreclosed properties contributed to a dramatic revenue increase. As this activity can fluctuate greatly, Finance does not budget for spikes like this on an ongoing basis, but instead adjusts the budget conservatively during the mid -year financial review. Parking citation revenue is also up, as the Police Department has fully staffed its budgeted Parking Enforcement program. Expenditures General Fund operating expenditures finished $1.5 million under budget in FY 2011 -12, and all departments stayed within budget. The large budget balances remaining in the Economic and Community Development, Fire, and Police Departments at year end are related to specific projects that were not spent during the year and will therefore be carried in to FY 2012 -13. Vacation and sick leave payouts for retirements and over -cap payments totaled $532,000 in the General Fund, and $635,000 city -wide. This is higher than usual, but there were a number of key retirements during FY 2011 -12, notably in the Economic and Community Development, Library, Public Works, and Police Departments. The over -cap vacation payouts, which totaled $212,000 in the General Fund in FY 2011 -12, have been eliminated as of July 2013 in accordance with the most recent labor agreements. The last of these payouts will occur in January 2013. The General Fund also absorbed $1.1 million in costs over the last five months of FY 2011 -12 that were shifted due to the dissolution of RDA beginning February 1. On an annual, ongoing basis, this shift back to the General Fund estimated at $2.7 million. Staff Report Subject: 2011 -12 Year End Financial Results and Budget Closing Page 4 of 5 Transfers Transfers out of the General Fund in FY 2011 -12 included the budgeted $275,000 contribution to the Storm Water Fund to support its compliance with increased storm water regulations. The City has now reached the first threshold of regulatory control: therefore, the annual contributions from the General Fund, which began in 2008 -09 and were ultimately estimated to reach $775,000 per year, will likely be reduced or eliminated during the current year. The General Fund also transferred $196,000 for various capital improvement projects, including the Junipero Sena Tree Remediation project, Information Technology's New Backup Solution project, and the painting of City buildings. Finally, the General Fund transferred $550,000 to the Health and Benefits Fund to be set aside for the City's Other Post Employment Benefits (OPEB) liability, estimated at $82 million. As of June 30, 2012, the total reserve for OPEB is $10.7 million. OTHER FUNDS RDA Successor Agency and City Housing Funds: The City elected in FY 2011 -12 to become the Successor Agency to the RDA upon its elimination, effective February 1, 2012, and subsequently created the RDA Obligation Retirement Funds (Housing and Non - Housing), used for the winding down of the RDA, and the City Housing Fund, for tracking and maintaining the properties formerly owned by the RDA Housing Fund. As of June 30, 2012, the RDA Obligation Retirement Fund (Non- Housing) showed $97.5 million in revenues, made up primarily of an $88.0 million transfer from the former RDA fund balances, and $9.2 million in new property taxes that it can legally keep and use for approved obligations, such as debt service on the 2006 Tax Allocation bonds. Expenditures also totaled $97.5 million, meaning that all revenues and former fund balances are being used for recognized obligations, the largest of which was the $50.2 million lump sum that was set aside in an escrow account to pay off the bonds. The RDA Obligation Retirement Fund (Housing) showed $30.9 million in revenues, made up almost entirely of the transfer in of the fund balance of the former RDA Housing Fund. Of this amount, the Successor Agency spent $112,000 on its recognized housing obligations. The balance of $27.8 million will be remitted to the County in early 2013 for reallocation to the local taxing entities. The City share, at 16.75 %, is estimated at $4.7 million. The City Housing Fund accounted for $74,000 in rental income from the City's affordable housing properties, and $45,000 in expenses for maintenance and service contracts. The remaining balance of $30,000 will serve as the starting point for a maintenance reserve in this fund; any deficits in this fund each year will need to be covered by the General Fund. Staff Report Subject: 2011 -12 Year End Financial Results and Budget Closing Page 5 of 5 FISCAL IMPACT The year -end balance for the General Fund Undesignated Reserve is $5.6 million, will total year- end reserves at $18.5 million. All General Fund reserves meet the requirements of the City's reserve policy. CONCLUSION Taking the actions in the attached budget amendment resolution will allow staff to close the books on fiscal year 2011 -12. Prepared by: Approved by. c e — Jim t ele Barry M. Nagel Final e Director City Manager Attachments: Resolution Closing 2011 -12 Books General Fund Operating Budget Summary, 2011 -12 Changes to General Fund Reserves General Fund Compliance with Reserves Policies General Fund Revenue Detail Health and Benefits Fund Summary, 2011 -12 Successor Agency Funds, 2011 -12 RDA Obligation Retirement Fund (Non- Housing) RDA Obligation Retirement Fund (Housing) City Housing Fund, 2011 -12 Sewer Enterprise Fund, 2011 -12 Parking District Fund, 2011 -12 Storm Water Fund, 2011 -12 CT /JS/BN:ed RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING VARIOUS BUDGET ACTIONS THAT ALLOW STAFF TO CLOSE THE BOOKS FOR FISCAL YEAR 2011 -12 WHEREAS, staff recommends approving various budget changes as described below; and WHEREAS, such approval will result in a General Fund Undesignated Reserve of approximately $5.6 million as of June 30, 2012. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby: Confirms the General Fund Reserves shown on Page 2 of the Attachments. BE IT FURTHER RESOLVED that the Director of Finance is hereby authorized to make any budget changes consistent with what is presented herein as recommended by the City of South San Francisco's external auditors for 2011 -12 in order to close the books for Fiscal Year 2011 -12. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 12'h day of December, 2012 by the following vote: AYES: NOES: ABSTAIIN ABSENT: 1]42080.1 ATTEST: City Clerk P1 CITY OF SOUTH SAN FRANCISCO OPERATING BUDGET, 2011 -12 Year -End GENERAL FUND SUMMARY Change from Change from Actual 10 -11 Amended 11 -12 Revenues and Other Actual Adopted Amended Actual Favorable / % Favorable / % rmancing sources Lulu -11 zu11 -Iz 2011 -12 2011 -12 (Unfavorable) Change (Unfavorable) Change Property Taxes 13,939,709 13,879,660 13,8750122 14,016,218 76,508 1% 1410096 1% Property Taxes, RDA Dissolution 11048,513 11048,513 11048,513 Property Tax Refund 484,631 570,000 6650650 665,650 950650 17% ERAF Refund from County 10770,428 11681,907 1,776,206 1,776,206 5,778 0% - 0% Sales Tax 11,478,697 11,229,845 1200841491 11,969,796 491,098 4% (114,695) -1% Transient Occupancy Tax 7,1910937 6,610,008 81240,822 8,6190170 1,427,233 20% 378,348 5% Business License 993,632 949,400 993,632 1,0751472 81,840 8% 81,840 8% Commercial Parking Tax 20521,511 21539,800 21496,511 21548,014 26,503 1% 51,503 2% Franchise Fees 3,2120266 31328,000 3,268,266 31247,256 34,990 1% (21,010) -1% Building and Fire Permits 31391,062 3,1561219 301571923 3,056,508 (334,554) -10% (101,415) -3% Motor Vehicle License & In -Lieu 5,2971647 51303,294 5,2541358 50321,598 23,952 0% 67,240 1% Revenue from Other Agencies 10715,816 911,880 2,504,529 1,3361854 (378,962) -22% (11167,675) -47% Charges for Services 5,651,555 51709,104 60031,552 61547,604 896,049 16% 516,052 9% Administrative Charges 2,3010675 2,301,675 1,898,108 1,894,761 (406,914) -18% (3,347) 0% Fines 2,133,677 1,132,350 10931,112 20184,233 50,557 2% 2530121 13% Interest 201,387 350,000 170,000 170,664 (30,723) -15% 664 0% Rent 2,673,611 217370817 21737,817 21688,287 14,675 1% (49,530) -2% Other 651,260 587,470 577,568 521,139 (130,120) -20% (56,429) -10% Transfers In 840,263 901,829 971,829 820,133 (20,130) -2% (151,696) -16% Subtotal Revenues 650966,133 63,794,889 68,5390846 69,508,077 31541,944 5% 968,231 1% Plus Prior Year Carryovers 771,849 Total Revenues and Other - ' Financing Sources 65,966,133 63,794,889 69,311,695 691508,077 31541,944 5.4% 196,382 0.3% Change from Change from Actual 10 -11 Amended 11 -12 Operating Actual Adopted Amended Exp (Favorable) / % (Favorable) / % Budget Expenditures 2010 -11 2011 -12 2011 -12 2011 -12 Unfavorable Change Unfavorable Change City Council 137,834 175,743 210,815 1860983 49,149 36% (230832) -11% City Clerk 294,702 425,469 406,958 381,498 86,796 29% (25,460) -6% City Treasurer 131,648 174,767 1800098 144,470 12,822 10% (35,628) -20% City Attorney 599,426 745,194 6000683 585,943 (13,482) -2% (14,740) -2% City Manager 716,489 724,393 730,395 719,803 3,314 0% (10,592) -1% Finance 11566,872 1,5430981 1,6400085 10616,491 49,619 3% (23,594) -1% Non - Departmental 685,424 925,973 923,692 885,836 200,412 29% (37,856) -4% Human Resources 975,769 11008,514 11056,850 986,947 11,178 1% (690903) -7% Economic & Community Dev 3,128,572 20753,697 3,768,759 31241,269 112,697 4% (527,490) -14% Fire 18,505,181 18,204,149 191016,868 181812,865 307,684 2% (204,003) -1% Police 200206,291 19,979,112 21,426,263 21,151,343 945,053 5% (274,920) -1% Public Works 3,474,594 2,853,255 30309,546 3,2031364 (2710230) -8% (106,181) -3% Library 4,231,759 4,043,379 40314,057 4,2721704 40,945 1% (41,354) -1% Parks & Recreation 10,168,417 91993,785 100167,576 10,1011409 (67,009) -1% (66,168) -1% Total Operating Budget Expenditures 64,822,978 63,551,411 67,752,645 66,2900926 1,467,949 2% (10461,719) -2% Operating Budget Impact 1,1431156 243,478 1,559,051 3,217,151 -' P2 CITY OF SOUTH SAN FRANCISCO OPERATING BUDGET, 2011 -12 Year -End GENERAL FUND RESERVES Actual Adopted Actual 2010 -11 2011 -12 2011 -12 Net Operating Budget Impact 1,143,156 243,478 31217,151 One -time Property Tax from RDA Dissolution Less Transfers to Capital Projects: (256,074) - (195,563) Less Other Transfers (75,894) (500) Less Transfers to Retiree Health Fund (550,000) (550,000) Less Transfers to Storm Water Fund (250,000) (275,000) (275,000) Net Impact on General Fund Reserves 561,188 (581,522) 21196,088 General Fund Reserves Projection I. Discretionary Reserves/ Liquid Reserves Available Emergencies 11327,000 1,276,000 11388,000 Economic Contingencies 4,645,000 4,466,000 4,857,000 Designated for future Economic Development and Capital Projects 51316,000 51016,080 51120,437 Undesignated Reserve 3,3651058 4,406,324 51593,868 Subtotal, Discretionary 14,653,058 15,164,404 16,959,305 Available Reserves 11. Non - Discretionary Reserves/ Reserves Already Committed Encumbrances 771,849 840,365 Designated for Property Tax Refund - - Inventory and Other 67,129 65,000 65,000 Reserve for Prepaid Expenses - 30,710 Designated for Unrealized Gains 396,109 382,598 Appropriated Capital Projects 401,798 208,054 Subtotal, Non - Discretionary 11636,885 65,000 1,526,726 Committed Reserves Total General Fund Reserves 16,289,943 151229,404 18,486,031 P3 CITY OF SOUTH SAN FRANCISCO OPERATING BUDGET, Year End 2011 -12 GENERAL FUND COMPLIANCE WITH RESERVES POLICIES YEAR END 2011 -12 * These reserve categorizations are for information and decision making only. 2011 -12 Year End: policies will need to be updated /bodified in the near future to be consistent with categories Does Reserve Fall Within Target Fund /Reserve Reserve Target Recommendation Recommendation? 1,3885000 General Fund / Reserve for 2% of General Fund operating Emergencies budget Meets target 41857,000 General Fund /Economic 7% of General Fund operating Contingencies budget Meets target 5,593,868 General Fund /Undesignated 5% of General Fund operating Reserve budget. No maximum set. Exceeds minimum, within Policy guidelines General Fund/ Reserve for No target. Can be used for one time 51120,437 capital expenditures or capital Future Economic Development investments that foster economic & Capital Projects growth No target * These reserve categorizations are for information and decision making only. Reserve policies will need to be updated /bodified in the near future to be consistent with categories newly defined under GASB 54. Revenue Balances Title ind 100 -- GENERAL FUND Object Group 30000 -- TAXES 30101 PROPERTY TAX- CURRENT SECURED 30102 PROPERTY TAX- CURRENT UNSECURED 30103 PROPERTY TAX -PRIOR YEAR 30104 PROPERTY TAX -CURR SUPPL SECURED 30105 PROPERTY TAX -CURR SUPPL UNSEC 30106 PROPERTY TAX -PRIOR SUPPLEMENTAL 30109 ERAF - PROPERTY TAX 30110 COUNTY ADMIN FEE 30112 PROPERTY TAX SETTLEMENT 30113 HOMEOWNERS TAX RELIEF 30114 FORMER RDA PROPERTY TAX Subtotal PROPERTY TAXES 30201 SALES AND USE 30202 1/2 SALES TAX - PUBLIC SAFETY 30204 TAX COLLECTION FEES 30205 IN -LIEU SALES TAXTRIPLE FLIP 30301 TRANSIENT OCCUP HOTEL MOTEL 30302 TOT - SPECIAL I% MEASI NOV 2004 30402 REAL PROPERTY TRANSFER TAX 30403 BUSINESS LICENSE 30404 COMMERCIAL PARKING TAX 30405 TAX REVENUE COLLECTION SVCS Subtotal OTHER TAXES Total TAXES _, Object Group 31000 -- FRANCHISE FEES 31001 FRANCHISE FEES Total FRANCHISE FEES Object Group 32000 -- LICENSES & PERMITS 32101 BUILDING INSPECTION PERMITS 32102 GRADING AND OTHER PW PERMITS 32103 BLDG PLAN CHECK 32104 BLDG PLAN CHK OUT EXPEDITE 65% 32105 BLDG PLAN CHECK -IN HOUSE 32106 ELECTRICAL PERMIT 32107 PLUMBING PERMIT 32108 MECHANICAL PERMIT 32109 BLDG SPECIAL INSPECTION 32110 10% ENERGY PLAN CHECK 32111 SB1473 BDLG STDRDS -SENT TO CBSC 32113 GENENTECH BLDG CHK /INSPECTIONS 32201 FIRE CONSTRUCTION PERMITS 32202 FIRE PREVENTION FEES -MISC 32203 FIRE PREVENTION INSPECTION 32204 RENEWABLE FIRE PERMITS 32205 SPECIAL ACTIVITY FIRE PERMITS 32303 PD ALARM REGISTRATION FEE Total LICENSES & PERMITS Object Group 33000 -- FINES & FORFEITURES 33001 TRAFFIC AND COURT FINES 33002 LIBRARY FINES 33003 PD ALARM FINES 33004 ADMINISTRATIVE CITATION FINES 33006 PARKING FINES Total FINES & FORFEITURES Object Group 34000 -- INTERGOVERNMENTAL 34001 FEDERALGRANT 13,621, 519 13,592,200 Final 13, 523,905 64,278 50,000 Actual Adapted Amended Actual Change from Change from '.010 -31 2011 -12 2011 -12 2011 -12 Actual 10 -11 Budget 11 -12 13,621, 519 13,592,200 13,621, 519 13, 523,905 64,278 50,000 30,000 56,377 (178) - 8,556 39,378 276,178 300,000 225,000 360,562 - 8,500 9,155 22,769 23,994 30,000 10,000 16,955 1,770,428 1,681,907 1,776,206 1,776,206 (176,768) (181,040) (158,938) (1581937) - 484,631 570,000 665,650 130,688 100,000 129,830 129,830 26,503 51,503 - 1,0731891 15,710,137 16,046,198 16,221,328 17,506,588 8,227,590 8,256,853 9,043,679 81984,931 2791523 265,200 307,248 282,076 (4,072) (45,760) (45,760) (83,950) 21975,657 2,753,552 2,790,582 2,790,583 6,472,744 5,949,007 7,416,740 7,757,253 719,194 661,001 824,082 861,917 344,037 235,000 235,000 222,789 993,632 949,400 993,632 11075,472 2,521,511 2,5391800 21496,511 2,548,014 - - (11,258) (3,844) 22,529,814 21,564,053 24,0501456 24,435,241 (97,614) (97,614) (71901) 26,377 39,557 30,822 84,384 135,562 22,769 13,614 (7,038) 61955 5,778 - 17,831 1 665,650 95,650 (858) 0 1,073,891 1,073,891 11796,450 1,285,260 757,342 (58,748) 21553 (25,172) (79,879) (38,190) (185,074) 1 1,284,510 340,513 142,723 37,835 (121,248) (12,211) 81,840 81,840 26,503 51,503 (3,844) 7,414 38,239,951 3,212,266 37,610,251 3,328,000 40,271,784 3,268,266 41,941,828 3,247,256 3,7011877 34,990 1,670,044 (21,010) 3,212,266 3,328,000 3,268,266 3,247,256 34,990 (21,010) 1,046,343 1,039,381 900,695 911,477 (134,865) 10,783 128,365 151,500 65,042 154,766 26,401 89,724 188,534 326,688 165,906 153,482 (35,053) (12,425) 145,439 122,877 190,916 130,353 (15,086) (60,563) 495,095 243,713 325,076 387,058 (108,037) 61,983 191,210 151,500 189,819 154,801 (36,408) (35,018) 95,688 75,750 88,844 80,010 (15,678) (8,834) 107,201 60,600 87,333 78,836 (28,366) (8,497) 8,899 - 3,739 21380 (6,519) (1,359) 115,007 - 50,000 112,517 (2,489) 62,517 674 - 1,569 41915 4,242 3,346 94,294 - 76,905 47,600 (46,694) (29,305) 79,336 64,540 70,233 69,770 (91566) (463) 312,802 446,000 227,632 258,477 (54,325) 30,845 173,423 269,670 331,500 271,891 98,469 (59,609) 150,930 150,000 327,845 183,929 32,999 (143,916) 7,756 3,500 4,369 6,250 (1,506) 1,881 50,068 50,500 50,500 47,995 (2,073) (2,505) 3,391,062 3,156,219 3,157,923 3,056,508 (334,554) (101,415) 1,187,448 812,200 1,252,200 1,356,059 168,610 103,859 72,820 80,000 80,000 47,317 (25,503) (32,683) 1%800 15,150 15,150 11,551 (8,249) (3,599) 842,723 2254000 583,762 769,307 (73,416) 185,545 10,886 - - (10,886) - 2,133,677 1,1321350 1,931,112 2,184,233 50,557 253,121, 280,854 359,967 230,369 (50,485) (129,598) P4 P5 Obj Title Actual 2010 -11 Adopted 2011 -12 Final Amended 2011 -12 Actual 2011 -12 Change from Actual 10.11 Change from Budget 11.12 34004 STATE GRANT 35,899 - 489,625 116,696 80,797 (3720929) 34005 CALIFORNIA LIBRARY LITERACY GRANT 79,965 26,598 26,598 (52,000) (131,965) (78,598) 34006 CA LIBRARY SVCS ACT & FOUNDTNS 574,109 279,606 559,938 2980534 (275,576) (261,404) 34007 LOCAL LIBRARY GRANT 14,390 - 25,000 32,810 18,420 7,810 34008 LIBRARY FOUNDATION 33,821 41602 49,167 (4,786) (38,607) (530953) 34009 COUNTY LIBRARY GRANT 23,100 28,583 161,802 131,425 108,325 (30,377) 34010 SENIOR CITIZENS GRANT 55,203 121,705 55,203 530703 (1,500) (14500) 34013 REAL PROGRAM 173,622 135,000 135,000 14,829. (158,793) (120,171) 34014 SUMMER YOUTH GRANT - 505 505 - - (505) 34017 FRESH PROGRAM 44,787 - 44,787 53,000 8,213 80213 34020 OTHER AGENCIES 100,300 990053 277,819 330,630 230,330 52,811 34041 PROGRAM REIMBURSEMENT- INTERGOVT 30,260 29,513 79,513 50,107 19,847 (29,406) 34043 MANDATE COST REIMBURSEMENT 35,867 15,000 45,728 45,839 9,972 111 34050 TRAFFIC SIGNAL MAINTENANCE STREET 14,713 1,515 3,678 14,809 96 11,131 34062 OFF HIGHWAY MOTOR VEHICLE FEES - 2,020 2,020 - - (21020) 34070 PROP TAX IN LIEU OF MVLF 5,086,144 50086,144 5,086,144 51153,384 67,240 670240 34071 MOTOR VEH LIC FEE -0.65% 211,503 217,150 168,214 168,214 (43,288) 0 34074 POST REIMBURSEMENT 29,783 18,180 18,180 20,890 (8,894) 21710 34075 RDA PASS- THROUGH 189,143 150,000 170,000 - (189,143) (170,000) 6,2150174 7,758,887 6,658,453 (355,010) (1,100,435) Total. INTERGOVERNMENTAL 7,0131463 Object Group 35000 -- CHARGES FOR SVCS 35102 PLANS AND SPECIFICATIONS NON R - - 2,275 2,275 21275 35103 PLANNING FEES 95,807 176,750 95,807 106,741 10,934 10,934 35104 MICROFILM- BUILDING 39,919 50,500 50,500 36,927 (2,991) (13,573) 35106 WASTE MGMTADMIN FEE 6,996 - 1,500 11560 (5)436) 60 35201 MICROFILMING -FIRE 3,797 3500 3,500 3,486 (311) (14) 35202 FIRE DEPARTMENT SERVICES 4,359 10500 1,500 11,058 6,699 9,558 35203 PARAMEDIC SERVICE FEES 1,372,700 1,370,000 1,370,000 11624,428 251,728 254,428 35204 BLS TRANSPORT SERVICE -FIRE 214,814 218,160 218,160 279,992 65,178 61,832 35205 PARAMEDIC INTERN TRAINING 81000 - - 1,621 (6,379) 1,621 35301 PICNIC /FACILITY RENTAL FEES 387,891 393,900 381,727 381,833 (6,058) 106 35302 PLAYGROUND PROGRAMS 40422 8,585 4,927 51776 11355 849 35303 AQUATICS PROGRAMS 368,911 402,480 358,447 377,778 8,867 19,331 35304 SWIM TEAM 41500 5,000 5,000 5,000 500 - 35305 SPORTS 184,218 194,890 118,194 151,600 (32,619) 33,406 35306 SPECIAL CLASSES /EVENTS 572,243 585,800 596,370 578,028 51785 (18,342) 35307 CHILD CARE PROGRAMS 11308,776 1,363,500 1,414,297 1,526,791 218,015 112,494 35308 ADULT DAY CARE 136,102 165,640 104,945 1210674 (14,428) 16,729 35309 COMMUNITY GARDENS 21175 20000 2,000 2,200 25 200 35310 SENIOR PROGRAM FEES 32,375 400400 27,929 25,040 (7,336) (2,890) 35312 CO- SPONSORSHIP FEES 11500 - 250 1,300 (200) 1,050 35401 CITY FORCES- GENERAL 30,703 22,000 22,000 43,533 12,829 21,533 35402 POLICE COUNTY TASK FORCE 129,689 199,980 199,980 224,136 94,447 24,156 35403 POLICE DEPARTMENT SERVICES 290,613 305,000 305,000 338,501 47,888 33,501 35404 COMMUNICATIONS SVC- COLMA,BRSBN 930967 92,000 92,000 950141 1,175 3,141 35405 POLICE RECOVERY CHARGES 20231 10,100 10,100 24,354 22,123 14,254 35406 RESTITUTION DAMAGES 5,867 2,000 2,000 50995 128 3,995 35407 PACIFICA DISPATCH SVCS - - 550,000 451,130 451,130 (98,870) 35501 ENGINEERING INSPECTION FEES - 505 505 - - (505) 35601 DEVELOPERS CONTRIBUTION /REIMS - 202 202 - - (202) 35602 OTHER CONTRIBUTION /REIMBURSMNT 285,143 25,000 25,000 39,341 (245,802) 140341 35604 DEVLPR CONTRIBTION - LARGE DEVELOPMENT - - - - - 35701 CODE ENF DATA MGMT FEE 41,604 440642 44,642 47,129 5,525 2,487 35703 PASSPORT PROCESSING FEE - - - - - 35704 SALE - PRINTED MATERIAL 11981 5,050 5,050 805 (1,176) (40245) 35705 LIBRARY MISCELLANEOUS REVENUE 18,796 18,000 18,000 30,870 12,074 12,870 35707 LIBRARY DVD RENTAL FEE - - - - - 35708 S AIRPORT UA PARKING LOT 11455 20020 2,020 11561 106 (459) 35710 CITY ADMINISTRATIVE FEE 2,3010675 213010675 1,898,108 1,8941761 (406,914) (30347) Final Actual Adapted Amended Actual Change from Change from Obi Title 2010 -11 2011.12 2011 -12 203.1 -12 Actual 30 -11 Budget 11 -12 Total CHARGES FOR SVCS 7,953,230 810100779 71929,660 8,442,365 489,135 512,705 Object Group 36000 -- USE OF MONEY & PROPERTY 36001 RENT 2,463,315 21535,817 21535,817 2,485,153 21,838 (50,664) 36002 CELLULAR /ANTENNAE RENTAL REV. 210,296 202,000 202,000 203,133 (7,163) 1,133 36010 INTEREST INCOME- INVESTMENTS 169,130 350,000 170,000 177,470 8,340 7,470 36012 INTEREST INCOME- MISCELLANEOUS 429 - 158 (271) 158 36019 UNREALIZED GAINS /LOSSES 31,828 - (6,965) (38,793) (6,965) 36103 SALE OF UNCLAIMED PROPERTY 2,912 - 693 (21219) 693 3,0871817 2,907,817 2,859,643 (18,267) "- ' (480174) Total USE OF MONEY & PROPERTY 2,877,911 Object Group 38000 -- OTHER REVENUES 38203 JURY DUTY 24 24 24 38204 CAL WATER SERVICE REFUND 11,473 - 11,473 - 11,473 38205 PROPERTY ABATEMENTS -REIMBRSMT 51,197 200000 20,000 38,690 (120506) 18,690 38301 HEALTH AND SAFETY REVENUE 521995 35,000 35,000 63,207 10,212 28,207 38302 MISCELLANEOUS REVENUE 83,679 197,000 187,098 84,700 1,021 (102,398) 38305 MISC. DONATIONS 2,799 2,500 2,500 100 (2,699) (2,400) 38307 DEPOSITS OVER /UNDER (4) - - 1,272 1,276 1,272 38405 COMMUNICATION CHARGES 86,595 97,970 97,970 970971 11,376 1 38410 LIABILITY INSURANCE CHARGES 15,342 - (15,342) - 38414 PAINTS& SIGNS(BTWN DEPTS) 235 - 219 (16) 219 352,470 342,568 297,657 (6,654) (44,911) Total OTHER REVENUES - - 304,311 Object Group 39000 -- TRANSFERS 39202 TRANSFER FROM SPEC REV FUNDS 6,240 - 11926 (4,314) 1,926 39209 TRANSFER FROM PARK IN LIEU ZONE 4 - - 39210 TRANSFER FROM GAS TAX 752,701 715,080 715,080 752,701 - 37,621 39211 TRANSFER FROM MEASURE A - - 39222 TRANSFER IN FROM CDBG 34,249 34,249 34,249 32,917 (1,332) (1,332) 39223 TRANSFER FROM FEDERAL GRANTS FUND - 26,500 26,500 - (26,500) 39231 TRANSFER FROM W. PARK 3 - - 39232 TRANSFER IN FROM STONEGATE - - 39233 TRANSFER FROM WILLOW GARDENS - - 39234 TRANSFER IN FROM W. PARK 1 & 2 - - 39270 TRANSFER IN FROM DEVELOPER FEES FUND - - 70,000 - (70,000) 39280 TRF FROM CITY FROG SPEC REV 23,687 126,000 126,000 32,588 8,901 (93,412) 39450 TRANSFER IN FROM DEBT SERVICE - - - - 39510 TRANSFER FROM CAPITAL PROJECTS - - - - 39610 TRANSF IN FROM RDA 80% FUNDS - - - - 39710 TRANSFER IN FROM SEWER ENTERPRISE FUND 23,386 - (231386) - 39782 TRANSFER IN FROM SELF INS FUND - - - - 39784 TRANSFER IN FROM EQUIPMNT REPL - - - - 39801 TRF IN FROM INACTIVE BOND FUND - - - - 39810 TRF IN FROM SEWER IMPACT FEE FUND - - Total TRANSFERS 840,263 901,829 971,829 820,133 (20,130) (151,696) Total GENERAL FUND . ` -� 651966,133. 63,794,889 68,539,846 69,508,077 3,541,944 968,231 INTERNAL SERVICE FUNDS, 2011 -12 YEAR END Health And Benefits Fund Summary of Revenues, Expenditures, and Changes in Fund Balance REVENUES Charges for Services Use of Money & Property Other Revnues Transfers In Total Revenues EXPENDITURES PAYROLL SUPPLIES & SERVICES DEBT SERVICE Total Expenditures Net Impact Total Reserved for OPEB Liability Change from Actual Adopted Amended Actual Amended % !010 -11 2011 -12 2011 -12 2011 -12 2011 -12 Chan 671,024 385,597 385,597 238,951 494,329 128% 238,951 158,987 9,293,091 - 166,932 39206,659 166,932 4,428,005 643,719 7% 91529,298 9,529,298 11,049,850 1,520,552 16% - 550,000 550,000 550,000 - 0% 53258,016 10,079,298 102079,298 12,0055733 1,926,435 19% 3,169,106 385,597 385,597 879,926 494,329 128% 37,554 9,143,701 9,143,701 9,293,091 149,390 2% 39206,659 99529,298 955299298 10,173,017 643,719 7% 2,051,357 1 550,000 550,000 1,832,716 898849999 1 91434,999 103717,715 P7 SPECIAL REVENUE FUNDS, 2011 -12 YEAR END Redevelopment Obligation Retirement Fund Summary of Revenues, Expenditures, and Changes in Fund Balance Actual I Adopted Amended Actual REVENUES Redev Property Tax Trust Fund (RPTTF) Rental Revenue Interest and Other Revenue Transfer in from RDA Funds Total Revenues - EXPENDITURES Debt Service /Bond Admin Other Obligations Escrow Account for RDA Bonds Additional Available for Escrow Acct Reserve for Late ROPS I Expenses Payoff COPS /HUD Loans Reserve for Oyster Pt DDA RDA 2006 Bond Reserves Accounts Payable Reserve for Final Bond Draw Reserve for Loans Reserve for Advances Redev Property Tax Trust Fund (RPTTF) to Fund ROPS It Expense Leas Reserves /Restricted Assets - Return to Local Taxing Entities 9,246,137 9,246,137 127,663 127,663 239,325 190,705 91,394,218 87,956,526 1,825,459 1,816,014 1,143,063 572,397 60,000,000 50,216,649 3,884,721 37,459 5,300,000 5,624,161 6,000,000 6,000,000 4,794,316 74,161 39,800 1,094,288 14,120, 927 14,120, 927 9,246,137 9,246,137 Change from Amended 2011 -12 (48,621) (3,437,692) (9,445) (570,665) 0% 0% -20% -1% -50% I SPECIAL REVENUE FUNDS, 2011.12 YEAR END Redevelopment Obligation Retirement Fund - Housing Summary of Revenues, Expenditures, and Changes in Fund Balance 30,872,584 30,872,584 - 0% Change from Actual Adopted 1 Amended Actual Amended % 1 2010.11 2011 -12 2011 -12 2011.12 2011 -12 Chan REVENUES Redev Property Tax Trust Fund (RPTTF) Interest and Other Revenue Transfer in from RDA Funds Total Revenues EXPENDITURES Debt Service /Bond Admin Other Obligations Less Reserves /Restricted Assets Return to Local Taxing Entities 2,986,812 2,986,812 17.794.757 27.802.350 P9 8,750 8,750 - 0% 50,000 20,153 (29,847) -60% 30,872,584 30,872,584 - 0% 30,9319334 30,9019487 29,847 0% 47,065 43,465 (3,600) -8% 102,701 68,860 (33,840) -33% 2,986,812 2,986,812 17.794.757 27.802.350 P9 P10 SPECIAL REVENUE FUNDS, 2011.12 YEAR END City Housing Fund Summary of Revenues, Expenditures, and Changes in Fund Balance Change from Actual Adopted Amended Actual Amended % 2010 -11 2011.12 2011.12 2011 -12 2011 -12 Char REVENUES Rent 53,175 53,175 - 0% Interest/OtherIncome 20,984 21,001 17 0% Total Revenues - 74,159 743176 17 0% EXPENDITURES Service Contracts /Maintenance 39,659 39,664 5 0% Utilities 4,913 4,913 - 0% Total Expenditures - 44,571 44,577 5 0% Net Income - - 29,587 29,599 12 Designated for Maintenance of Housing Properties - 292587 29,599 12 Pit PROPRIETARY FUNDS, PROPOSED 2011 -12 YEAR END Sewer Enterprise Fund Summary of Revenues, Expenditures, and Changes in Fund Balance REVENUES Actual 2010 -11 Adopted 2011 -12 Amended 2011 -12 Actual 2011 -12 Change from Amended 2011 -12 % Change Debt Service 6,492,920 6,305,804 Operations: 6,212,048 (93,756) -1% CIP Budgeted Expenditures Transfers Out 4,595,729 254,462 18,023,756 10,000 SSE Service Charge Revenue 18,084,545 18,650,000 18,650,000 19,193,259 543,259 3% Other Agency Share of O &M Expenses 4,228,744 4,492,997 4,492,997 4,486,757 (6,240) 0% Other Agency CIP Reimbursement 6,018 2,138,278 313,952 174,656 (139,294) -44% Other Agency Loan Pymt Reimb 1,245,492 1,245,492 1,245,492 1,245,492 (0) 0% Grants & CIP Contributions from Others 29,620 29,620 29,620 29,620 - 0% Interest/Other Income 141,050 178,177 178,177 236,041 57,864 32% Debt Proceeds 8,000,000 8,000,000 3,325,904 (8,000,000)' Transfers In 1,896 1,019,932 813,734 543,802 (269,932) -33% Total Revenues and Other Sources of Funding: 23,737,365 35,754,496 33,723,972 252909,628 (7,8141344) -23% / ».I� ➢1x1:735 Operating Expenses 13,360,590 14,483,659 14,714,259 14,158,258 (556,002) -4% Debt Service 6,492,920 6,305,804 6,305,804 6,212,048 (93,756) -1% CIP Budgeted Expenditures Transfers Out 4,595,729 254,462 18,023,756 10,000 10,881,129 458,567 3,241,659 195,926 (7,639,470) (262,642) -70% -57% Total Expenditures 24,703,701 38,823,219 32,369,760 23,807,891 81551,869 -26% Net Income (966,335) (3,068,723) 1,364,211 2,101,737 737,525 54% Adj between Net Income and Cash Bal. [1] 3,200,985 1,729,976 Total Cash Balance 91962,671 13,897,191 Capital Reserves [2] 2,704,000 3,112,000 Operating Reserves [3] 3,325,904 3,610,390 Fund Balance i 3,9329767 7,174,801 The Sewer Fund consists of the Water Quality Control Plant Division, the Sewer Maintenance Division, and planned sewer capital project expenses. [1] Net income is adjusted due to accounting adjustments including the differences between cash accounts and proprietary fund (business accounts). [2] The Capital Reserve is based on the State loan requirements and is 0.5% of the each loan amount from 0 to 10 years after construction; thereafter the reserve must be maintained until the Stale loans are retired. After the State loans are retired, the Capital Reserve will be based on the lesser of: 1) 10% of total principal due on debt, 2) 125% of the average annual debt service, or 3) The maximum annual debt service. [3] The Operating Reserve is calculated based on 90 days of annualized operations and maintenance costs. PROPRIETARY FUNDS, 2011 -12 YEAR END Parking District Fund Summary of Revenues, Expenditures, and Changes in Fund Balance REVENUES Parking Permit Fees Parking Meter Fees Parking Garage Transfer In (for CIP expenses for Miller Ave. Parking Garage) Interest and Other Total Revenues EXPENDITURES Employee Services Supplies and Services Interdepartmental Charges CIP Expense (includes transfers out) Total Expenditures Net Income Fund Balance Less Reserve for CIP /Encumbrances Designated for Downtown Parking District Improvements P12 Change from Actual Adopted Amended Actual Amended % 2010 -11 2011.12 2011 -12 2011 -12 2011 -12 Change 96,962 81,000 81,000 94,224 13,224 16% 625,845 450,000 450,000 613,634 163,634 36% 144,000 144,000 20,649 (123,351) -86% 11,221,171 3,181,842 3,171,069 302,600 (2,868,469) -90% 11,317 8,000 8,000 22,979 14,979 187% 11,9550294 3,8641842 33854,069 130543087 (2,799,982 ) -73% 205,199 262,973 262,973 398,265 135,291 51% 33,499 248,190 248,190 82,113 (166,077) -67% 105,474 104,841 104,925 102,766 (2,158) -2% 6,390,574 1,072,880 11006,026 (66,854) -6% 63734,747 6163004 116883968 1,589,170 (99,798) -6% 5,220,548 3,248,838 2,165,101 (535,083 ) (2,700,184 11342,507 807,424 (464,049) (66,854) 8789459 1 740,570 P12 P13 SPECIAL REVENUE FUNDS, 2011.12 YEAR END Storm Water Fund Summary of Revenues, Expenditures, and Changes in Fund Balance REVENUES Operations: Service Charges Transfer In from Gas Taxes Transfer In from Measure M ]1] Transfer In from General Fund Interest and Other Total Revenues EXPENDITURES Operating Expenses Total Expenditures Net Income Fund Balance ]1] Vehicle registration fees. Without a Proposition 218 vote, the Storm Water Fund has a capped revenue stream. With the cost of this service continuing to increase, starting in Fiscal Year 2006/07, the Gas Tax fund began to supplement this fund. Storm water regulations continue to drive up the cost of this service upward with another $250,000 in costs projected in 2011112. Beginning in 2011/12, all of the new estimated annual revenues of $225,000 from the Measure M San Mateo County Vehicle Registration Fee will also be used to further supplement this fund. Beginning in 2008109, the General Fund also started to supplement this fund, and another increase in General Fund supplement of $25,000 is required in 2011112 bringing the total General Fund supplement to $275,000 in 2011112. Service charge revenues, originally designed to cover the cost of this service are now covering approximately 39% of the projected costs in 2011112. Change from Actual Adopted Amended Actual Amended % 2010 -11 2011 -12 2011 -12 2011 -12 2011 -12 Change 406,389 390,000 390,000 405,898 15,898 4% 445,000 445,000 445,000 445,000 - 0% 225,000 225,000 150,000 (75,000) -33% 250,000 275,000 275,000 275,000 - 0% 4,936 1,000 1,000 10,853 9,853 985% 11106,325 1 12336,000 113363000 13286,751 (49,249) -4% 677,758 1,388,729 1,546,770 1,037,388 (509,383) -33% 6773758 1,388,729 135462770 1,037,388 (5093383) -33% 428,567 52,729 210,770 249,363 460,133 7037271 650,542 492,501 9523634 460,133 Without a Proposition 218 vote, the Storm Water Fund has a capped revenue stream. With the cost of this service continuing to increase, starting in Fiscal Year 2006/07, the Gas Tax fund began to supplement this fund. Storm water regulations continue to drive up the cost of this service upward with another $250,000 in costs projected in 2011112. Beginning in 2011/12, all of the new estimated annual revenues of $225,000 from the Measure M San Mateo County Vehicle Registration Fee will also be used to further supplement this fund. Beginning in 2008109, the General Fund also started to supplement this fund, and another increase in General Fund supplement of $25,000 is required in 2011112 bringing the total General Fund supplement to $275,000 in 2011112. Service charge revenues, originally designed to cover the cost of this service are now covering approximately 39% of the projected costs in 2011112. DATE: December 12, 2012 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: A RESOLUTION APPROVING A GRANT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND INNVISION /SHELTER NETWORK IN THE AMOUNT OF $12500 TO IMPLEMENT THE HOMELESS OUTREACH TEAM ( "HOT") PROGRAM IN SOUTH SAN FRANCISCO; AND AMENDING THE ECONOMIC AND COMMUNITY DEVELOPMENT'S 2012 -2013 FISCAL YEAR OPERATING BUDGET RECOMMENDATION It is recommended that City Council adopt a resolution approving a grant agreement between the City of South San Francisco and InnVision /Shelter Network in the amount of $125,000 to implement the Homeless Outreach Team ("HOT ") Program in South San Francisco; and amending the Economic and Community Development's 2012 -2013 Fiscal Year Operating Budget to incorporate funds from the Rental Rehabilitation Relocation Fund. BACKGROUND /DISCUSSION InnVision/Shelter Network ( "Shelter Network") and the City of South San Francisco ( "City') propose collaborating to create a Permanent Urban Supportive Housing Program (SSF -PUSH) and a Homeless Outreach Team (SSF -HOT) to address the problems of chronic homelessness in South San Francisco. The Department of Economic and Community Development ( "ECD ") and the Police Department have visited the San Mateo HOT Program over the past two years to understand how it operates. The City's downtown police patrols have requested that the City establish a HOT program in South San Francisco to address the problems created by chronically homeless individuals in the historic downtown area. In September of 2011, the City Council adopted a Resolution to partner with Shelter Network allowing them to submit a letter of intent to the Department of Housing and Urban Development ( "HUD ") Supportive Housing Program for operating funds to implement a Permanent Urban Supportive Housing ( "PUSH ") Program in the City's downtown area. The grant proposal requested $215,000. Earlier this year Shelter Network was awarded the entirety of the funds available for the area, for a one year program. The funds will be available in the spring of 2013, and once awarded, the SSF -PUSH program will continue to be funded on a yearly basis by the federal Supportive Housing Program without requiring further applications. In conjunction with the Supportive Housing funds, the City of South San Francisco has agreed to provide operating funds to implement a Homeless Outreach Team (HOT) and housing to accommodate 18 Staff Report Subject: InnVision/Shelter Network Grant Agreement Page 2 bedrooms for program participants. As such, the requested funding would be highly leveraged and dedicated entirely to housing operations and supportive services. This funding opportunity is intended to address the expanding problems of homelessness and transient behavior in the historic downtown business district. Homeless individuals have generated a high number of merchant and resident complaints. These individuals have extensive histories of antisocial behavior, incarceration, substance abuse, and /or mental illness. A coordinated case management approach as proposed by the PUSH -HOT programs has proven to be successful with this population. Like the San Mateo model, PUSH program participants would be identified and prioritized by the Homeless Outreach Team consisting of officers from the Police Department, ECD staff, Shelter Network staff and representatives from other community based organizations. The Homeless Outreach Team is a new and innovative model for working with and housing some of the most challenging people — long term homeless people living on the streets in downtown. Using best practices that have been proven effective in other communities, a collaborative group that includes City of South San Francisco officials, department heads, and several San Mateo County agencies, form a multi - disciplinary team that reaches out to and engages with homeless people -- offering them services, and, most importantly, access to permanent housing. The Homeless Outreach Team, must be established several months prior to receipt of the PUSH grant funds, and will identify and enroll these individuals in behavioral health (mental health and addiction recovery), primary health care, and other services critical to helping the population succeed in permanent supportive housing. Once fully operational, SSF -PUSH will be staffed by a full time on -site property manager, weekend staff and a full time Case Manager from InnVision Shelter Network. SSF -PUSH will require another Agreement with InnVision/Shelter Network to make the 18 federally required bedroom units available for relocation of homeless clients into City provided residential units. It is anticipated that this Agreement will be presented to City Council early next year. FUNDING Funds are currently available for the $125,000 grant required to staff the Homeless Outreach Team and begin to recruit and prepare participants identified by PD and ECD staff for the SSF - PUSH program. The proposed funds consist of program income from loan repayments of the former federal Rental Rehabilitation Program. Unlike current practice with Community Development Block Grant (CDBG) which requires that loan payments be returned into the CDBG Program, repayments of loans under the former Rental Rehabilitation Program become available for other housing uses serving low- income residents. The City Council had designated those program income funds to be used for relocation efforts while the Willow Gardens Project was underway, however the funds were not needed. No other funds are available to the City for this purpose and the Rental Rehabilitation funds cannot be used to fund other CDBG activities, with the exception of housing. The funds are now perfect for addressing the problems created by chronically homeless individuals in the historic downtown area, by relocating them into housing and appropriate social services. Sufficient funds are available for this Grant Agreement and for future potential relocation efforts that may be needed for former Redevelopment Agency housing tenants that may require relocation assistance. Staff Report Subject: InnVision/Shelter Network Grant Agreement Page 3 CONCLUSION It is recommended that City Council adopt a Resolution approving a grant agreement between the City of South San Francisco and InnVision/Shelter Network in the amount of $125,000 to implement the Homeless Outreach Team Program in South San Francisco; and amending the Economic and Community Development's 2012 -2013 Fiscal Year Operating Budget to incorporate funds from the Rental Rehabilitation Relocation Fund. By: Marty Van Duyn Assistant City Manager BMN:MVD:NF Attachment: Resolution Grant Agreement 2006972.1 Barry M. Nagel City Manager RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING A GRANT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND INNVISION /SHELTER NETWORK IN THE AMOUNT OF $1255000 TO IMPLEMENT THE HOMELESS OUTREACH TEAM ( "HOT ") PROGRAM IN SOUTH SAN FRANCISCO; AND AMENDING THE ECONOMIC AND COMMUNITY DEVELOPMENT 2012- 2013 FISCAL YEAR OPERATING BUDGET WHEREAS, InnVision/Shelter Network ( "Shelter Network ") proposes to collaborate with the City of South San Francisco ( "City ") to create a Permanent Urban Supportive Housing Program (SSF -PUSH) and a Homeless Outreach Team (SSF -HOT) to identify and provide health, mental health, and permanent supportive housing services to the chronically homeless and transient population in downtown South San Francisco; and, WHEREAS, the SSF -PUSH and SSF -HOT programs would be operated in collaboration with the City's police department, economic development department and community based organizations; and, WHEREAS, in order to implement the SSF -PUSH program, the SSF -HOT program must be funded and underway; and, WHEREAS, City staff recommends approving a grant agreement with Shelter Network in order to implement the SSF -HOT Program. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council approves the grant agreement between the City of South San Francisco and the InnVision/Shelter Network in the amount of $125,000 to implement the SSF - HOT Program in South San Francisco. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby amends the Economic and Community Development Department's 2012 -2013 Operating Budget in order to reflect an increase of $125,000, and appropriates $125,000 from the Rental Rehabilitation Relocation Fund. BE IT FURTHER RESOLVED that the City Manager of the City of South San Francisco is hereby authorized and directed to execute the agreement on behalf of the City, subject to approval as to form by the City Attorney, and to execute any other documents and/or take any other actions necessary to carry out the intent of this Resolution. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 12th day of December, 2012 by the following vote: AYES: NOES: ABSTAIN: ABSENT: I•VIlllK639 2006997.1 City Clerk AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND INNVISION /SHELTER NETWORK OF SAN MATEO COUNTY FOR THE PROVISION OF RENTAL REHABILITATION RELOCATION FUNDS This Agreement dated December 13, 2012, is between THE CITY OF SOUTH SAN FRANCISCO, hereinafter referred to as "CITY" and INNVISION /SHELTER NETWORK OF SAN MATEO COUNTY, a California nonprofit corporation, hereinafter referred to as "GRANTEE." RECITALS A. GRANTEE has requested funds for a program providing case management, transitional housing and related social services to homeless individuals in South San Francisco. The scope of services to be provided is described in the GRANTEE's proposed work program, attached and incorporated as Exhibit A. The budget for the services to be provided is attached and incorporated as Exhibit B. B. GRANTEE operates the Homeless Outreach Team (HOT), providing case management for homeless individuals, which includes rapid access to counseling, housing assistance, and coordinates other services from County health, mental health and recovery programs. C. THE CITY OF SOUTH SAN FRANCISCO has set aside monies in its RENTAL REHABILITATION RELOCATION FUND ( "RELOCATION FUND ") to implement the Homeless Outreach Team in South San Francisco. D. The CITY has approved and authorized the provision of One Hundred and Twenty Five Thousand Dollars ($125,000) drawn from said RELOCATION FUND, to GRANTEE for the purposes and under the terms contained herein. NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein expressed, CITY and GRANTEE agree as follows: 1. Provision of Funds a. CITY will pay GRANTEE the sum of One Hundred and Twenty Five Thousand Dollars ($125,000) drawn from its RELOCATION FUND, for the sole purpose of providing case management , transitional housing and related social services, as described in Exhibit A, to homeless individuals whose most recent address of record is in the City of South San Francisco. Payment shall be made to GRANTEE on a quarterly basis upon submission of a reimbursement request containing a summary statement of expenditures and revenues for the quarter being reported and cumulative totals from the period beginning December 13, 2012. b. Payment shall be made to GRANTEE only for costs incurred on or after December 13, 2012. 6. No Partnership The terms of this Agreement shall in no way be construed to create a partnership, joint venture or any other joint relationship between GRANTEE and CITY . 7. Independent Contractor GRANTEE and its employees are not employees of CITY but rather are and shall always be considered independent contractors. 8. Indemnity and Hold Harmless GRANTEE agrees to indemnify, and hold harmless CITY and its officers, agents and employees, from any liabilities, claims, suits or actions, losses or expenses, including attorney fees, caused by, arising out of, or in connection with, either directly or indirectly, GRANTEE's performance under this Agreement. 9. Insurance GRANTEE shall not commence work under this Agreement until all required insurance has been obtained and such insurance has been approved by the City Attorney, with certificates of insurance evidencing the required coverage, signed by a broker or other individual capable of binding the insurance company. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the CITY of any pending change in the limits of liability or of any cancellation or modification of the policy. a. Worker's Compensation and Employer's Liability Insurance: GRANTEE shall have in effect during the entire life of this Agreement Worker's Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, Grantee makes the following certification, required by Section 18161 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 Worker's 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. b. Liability Insurance: GRANTEE shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect it while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from GRANTEE's operations under this Agreement, whether such operations be by GRANTEE or by any 3 14. Suspension Termination or Withholding of Payments CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to GRANTEE, in whole or in part, under this Agreement, or not to make any particular payments on this Agreement in the event of any of the following occurrences: If GRANTEE (with or without knowledge) shall have made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the project. b. If there is pending litigation with respect to the Performance by GRANTEE of any of its duties or obligations under this Agreement, which may materially jeopardize or adversely affect the undertaking of or the carrying out of the project. If GRANTEE shall have taken any action pertaining to the project, which requires CITY approval without having obtained such approval. If GRANTEE is in default under any provision of this Agreement. e. If GRANTEE makes improper use of grant funds. f. If GRANTEE fails to comply with any of the terms and conditions of this Agreement in such a manner as to constitute material breach thereof. g. If GRANTEE submits to CITY any reports which are incorrect or incomplete in any material respect. CITY shall give GRANTEE fourteen (14) days' written notice of its intention to withhold, suspend or terminate payment under this paragraph. Such notice shall specify the actions, if any, which must be taken by GRANTEE before payments will be resumed. 15. Termination of Agreement CITY may terminate this Agreement immediately (by giving written notice to GRANTEE of the effective termination date stated in the notice) if GRANTEE abandons its work under the Agreement; if for any reason the timely completion of such project is rendered improbable, infeasible, or illegal; or if CITY otherwise deems such termination to be in the public interest. 5 Exhibit A South San Francisco HOT Project Leadership: Brian Greenberg, Ph.D., IVSN Vice President, Programs and Services Brian manages all of InnVision Shelter Network's shelter and housing programs and direct services personnel, which includes Operations. He is a licensed psychologist with over 20 years of experience developing and managing behavioral health and housing programs. Prior to his current position, Dr. B worked for Walden House for 18 years, overseeing research and evaluation, adolescent services, and development. He has published articles in peer- reviewed journals concerning his work with substance abuse treatment research and serves as a clinical consultant for drug treatment programming. Dr. Greenberg received his undergraduate degree from The Ohio State University and his Master's degree and Ph.D. from The California School of Professional Psychology in Berkeley, CA. South San Francisco HOT Project Director, Jacob Lile, MPA, IVSN, Senior Director of Housing Jacob graduated Magna Cum Laude from the University of California, Berkeley where he studied Cultural Anthropology and the Social Literature of Latin America. Additionally he holds a credential in Family Development from Cornell University and a Master's in Public Administration from San Francisco State University. He has been working with at -risk youth and families since 1999 in a career that has taken him across the United States and into Mexico. Mr. Lile has been employed with InnVision Shelter Network since 2005 and has served as a Bilingual Case Manager, Housing Specialist and Program Director. He currently serves as the Senior Director of Housing overseeing multiple rental subsidy and street outreach programs. He also represents Shelter Network to the Bay Area Regional Steering Committee on Homelessness and Housing, the San Mateo County Emergency Food and Shelter Workgroup and to many City Councils. Mr. Lile is fluent in Spanish. Objectives: South San Francisco Homeless Outreach Team (HOT) Objectives: 1. Serve a minimum of 75 unduplicated homeless individuals in the City of SSF 2. Identify (with a steering committee) 30 individuals to be placed on a HOT list 3. Place 10 of these HOT clients into supportive housing in the City of SSF 4. A minimum of 80% of these individuals will remain housed after 60 days 5. A minimum of 10 HOT clients will enroll addiction recovery programs 6. A minimum of 30 HOT clients will be assessed for Mental Health conditions 7. A minimum of 40% will agree to receive therapy and /or medication The Case Management and Outreach Team consists of case managers /outreach workers, shelter and other non -profit community based organization staff, county housing administrators, and the San Mateo Police Officer. This team meets monthly and reviews the entire HOT caseload. One of the unique aspects of HOT San Mateo is the central role of the San Mateo Police Department. It is their task to identify homeless individuals to be targeted for service by the HOT team; they take the lead in determining the HOT caseload. A veteran police officer works with the community and homeless individuals to identify the most visible, chronic, and challenging homeless persons in downtown San Mateo. He provides support and options for individuals when he can, and arrests people when he has to, often for their own safety. He is, to a large extent, both known and trusted by the homeless community. The San Mateo Police Department is a genuine partner in the Vendome Project collaboration. The entire department is committed to identifying a compassionate and effective response to homelessness in the city, to utilizing community policing in a way that would engage homeless people in a constructive manner, and to working productively with both the county and a wide range of social service providers. Without overtly stating it, the HOT team operates under a kind of "no fail' policy. Homeless individuals who repeatedly reject services and continue to be buried in their addiction are not dropped from the HOT list; rather, the team continues to try to identify new ways to retain them in services for eventual placement in housing. A client in need of dental work or eyeglasses might be encouraged to move into shelter to access the services, and while in the shelter, they are encouraged to access on -site substance abuse treatment services. A rain poncho or winter coat is given along with the encouragement to explore options of moving off the streets and into housing. Every available opportunity is taken to encourage and coax the target population toward services, stabilization, and housing.