HomeMy WebLinkAbout2017-10-11 e-packet@7:00Wednesday, October 11, 2017
7:00 PM
City of South San Francisco
P.O. Box 711
South San Francisco, CA
Municipal Services Building, Council Chambers
33 Arroyo Drive, South San Francisco, CA
City Council
Regular Meeting Agenda
October 11, 2017City Council Regular Meeting Agenda
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.
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.
PRADEEP GUPTA, Mayor
LIZA NORMANDY, Vice Mayor
KARYL MATSUMOTO, Councilwoman
RICHARD A. GARBARINO, Councilman
MARK ADDIEGO, Councilman
FRANK RISSO, City Treasurer
KRISTA MARTINELLI, City Clerk
MIKE FUTRELL, City Manager
JASON ROSENBERG, City Attorney
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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 address of City Hall is 400 Grand Avenue, South San Francisco, California 94080.
Page 2 City of South San Francisco Printed on 12/7/2017
October 11, 2017City Council Regular Meeting Agenda
CALL TO ORDER
ROLL CALL
PLEDGE OF ALLEGIANCE
AGENDA REVIEW
PRESENTATIONS
Recognition of Arianna Realyvasquez, Explorer Lieutenant, for being named “2016
San Mateo County Explorer of the Year”. (Brian Blake, Police Officer)
1.
Certificate of Recognition for Mike Ramirez and Chris DeGrande of Dominic’s at
Oyster Point Restaurant for their continued involvement and dedication to the South
San Francisco Explorer Post #850. (Jeff Azzopardi, Police Chief and Brian Blake,
Police Officer)
2.
Proclamation recognizing October 8-14, 2017, as Fire Protection Week. (Luis Da
Silva, Fire Marshal)
3.
Proclamation recognizing September as National Childhood Cancer Awareness Month
and in Loving Memory of Juliana Pena. (Pradeep Gupta, Mayor)
4.
Proclamation declaring October 15-21, 2017, as “Freedom from Workplace Bullying
Week”. (Karyl Matsumoto, Councilmember)
5.
Presentation regarding Oyster Point Phase IC and ID construction outreach. (Marian
Lee, Assistant City Manager and Joe McCarthy, OPD Program Manager)
6.
PUBLIC COMMENTS
COUNCIL COMMENTS/REQUESTS
PUBLIC HEARING
Report regarding an Ordinance adding Chapter 20.375 of the South San Francisco
Municipal Code pertaining to the regulation of Small Cell Wireless Communications
Facilities (Jason Rosenberg, City Attorney)
7.
Ordinance adding Chapter 20.375 of the South San Francisco Municipal Code
pertaining to the regulation of Small Cell Wireless Communications Facilities.
7a.
Page 3 City of South San Francisco Printed on 12/7/2017
October 11, 2017City Council Regular Meeting Agenda
Report regarding an ordinance adopting the third amendment to the development
agreement between ARE-San Francisco No. 12, LLC, ARE-San Francisco No. 44,
LLC, ARE-San Francisco No. 46, LLC, and the City of South San Francisco for the
office/research & development campus at 249-279 East Grand Avenue. (Ryan
Wassum, Associate Planner)
8.
Resolution making findings and approving the use permit modification, parking
reduction request, transportation demand management plan, and design review at
249-279 East Grand Avenue in the Business and Technology Park Zoning District
subject to the draft conditions of approval.
8a.
Resolution making findings and a determination that the revised 249-279 East Grand
Avenue project is within the scope of environmental analysis as described in the 2006
Environmental Impact Report and that the 2017 Addendum is the appropriate
environmental document for the project.
8b.
Ordinance adopting a third amendment to the development agreement between
ARE-San Francisco No. 12, LLC, ARE-San Francisco No.44, LLC, and ARE-San
Francisco No.46, LLC, and the City of South San Francisco for the office/research &
development campus at 249-279 East Grand Avenue.
8c.
ADMINISTRATIVE BUSINESS
Report regarding resolution approving Local Goals and Policies for Community
Facilities Districts. (Marian Lee, Assistant City Manager and Steve Mattas, Assistant
City Attorney)
9.
Resolution approving Local Goals and Policies for Community Facility Districts.9a.
Report regarding a resolution of intent to establish a City of South San Francisco
Community Facilities District No. 2017-01 (Public Services and Facilities). (Marian
Lee, Assistant City Manager and Steve Mattas, Assistant City Attorney)
10.
Resolution of Intent to establish a City of South San Francisco Community Facilities
District No. 2017-01 (Public Services and Facilities).
10a.
Report regarding adoption of a resolution of intent to approve an amendment to the
contract between the board of administration California Public Employees’ Retirement
System and the City of South San Francisco, implementing the ability for Classic
Safety members to pay a portion of the employer share of their CalPERS pension
costs. (LaTanya Bellow, Human Resources Director)
11.
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October 11, 2017City Council Regular Meeting Agenda
Resolution of intention to approve an amendment to contract between the Board of
Administration California Public Employees’ Retirement System and the City Council,
City of South San Francisco, implementing the ability for Classic Safety members to
pay a portion of the employer share of their CalPERS pension costs.
11a.
CONSENT CALENDAR
Motion to approve the Minutes from the meetings of February 22, 2017, March 8,
2017, April 12, 2017, April 19, 2017, May 2, 2017, May 16, 2017, May 20, 2017,
June 14, 2017, June 26, 2017, June 27, 2017, June 28, 2017, July 10, 2017, July 26,
2017, August 9, 2017, August 22, 2017, September 6, 2017 and September 11, 2017.
12.
Motion confirming payment register for October 11, 2017. (Richard Lee, Director of
Finance)
13.
Report regarding a resolution accepting $110,000 from the State of California, Office
of Traffic Safety for the “Selective Traffic Enforcement Program” to be used for
personnel overtime and training expenses, and amending the Police Department’s
Operating Budget for Fiscal Year 2017-18 by approving Budget Amendment 18.008.
(Jeff Azzopardi, Police Chief)
14.
Resolution accepting $110,000 from the State of California, Office of Traffic Safety
for the “Selective Traffic Enforcement Program” to be used for personnel overtime
and training expenses, and amending the Police Department’s Operating Budget for
Fiscal Year 2017-18 by approving Budget Amendment 18.008.
14a.
Report regarding a resolution issuing a Certificate of Convenience and Necessity to
Talib Salamin, President and Treasurer representing Peninsula Yellow Cab, Inc., in
accordance with the Municipal Code Chapter 6.72 (“Vehicles For Hire Regulated”).
(Mike Lappen, Economic Development Coordinator)
15.
Resolution issuing a Certificate of Convenience and Necessity to Talib Salamin,
President and Treasurer representing Peninsula Yellow Cab, Inc. and Serra Yellow
Cab, in accordance with the Municipal Code Chapter 6.72 (“Vehicles For Hire
Regulated”).
15a.
Report regarding adoption of an ordinance approving a Development Agreement
between ROEM Development Corporation and the City of South San Francisco for
the development of the properties located at 418 Linden Avenue and 201-219 Grand
Avenue. (Julie Barnard, Economic Development Coordinator)
16.
Ordinance approving a Development Agreement between ROEM Development
Corporation and the City of South San Francisco for the development of the
properties located at 418 Linden Avenue and 201-219 Grand Avenue.
16a.
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October 11, 2017City Council Regular Meeting Agenda
Report regarding an ordinance adding chapter 15.64 to the South San Francisco
Municipal Code to comply with AB1236 regarding electric vehicle charging stations
review processes and expedited permitting procedures. (Phillip Perry, Chief Building
Official)
17.
An ordinance adding chapter 15.64 to the South San Francisco Municipal Code to
comply with AB1236 regarding electric vehicle charging stations review processes and
expedited permitting procedures.
17a.
ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS
ADJOURNMENT
Page 6 City of South San Francisco Printed on 12/7/2017
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-741 Agenda Date:10/11/2017
Version:1 Item #:1.
Recognition of Arianna Realyvasquez,Explorer Lieutenant,for being named “2016 San Mateo County
Explorer of the Year”.(Brian Blake, Police Officer)
City of South San Francisco Printed on 10/5/2017Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-997 Agenda Date:10/11/2017
Version:1 Item #:2.
Certificate of Recognition for Mike Ramirez and Chris DeGrande of Dominic’s at Oyster Point Restaurant for
their continued involvement and dedication to the South San Francisco Explorer Post #850.(Jeff Azzopardi,
Police Chief and Brian Blake, Police Officer)
City of South San Francisco Printed on 10/5/2017Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-898 Agenda Date:10/11/2017
Version:1 Item #:3.
Proclamation recognizing October 8-14, 2017, as Fire Protection Week. (Luis Da Silva, Fire Marshal)
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IN RECOGNITION OF FIRE PREVENTION WEEK
IN THE CITY OF SOUTH SAN FRANCISCO
October 11, 2017
WHEREAS, the City of South San Francisco is committed to ensuring the safety and
security of all those living in and visiting our City; and
WHEREAS, fire is a serious public safety concern both locally and nationally, and
homes are the locations where individuals are at greatest risk from fire; and
WHEREAS, the non-profit organization, National Fire Protection Association, has
documented through its research that fires reported in the United States increased from
1,298,000 in 2014 to 1,345,500 in 2015, and property damage increased from $11.6
billion to $14.3 billion; and
WHEREAS, the City of South San Francisco first responders are dedicated to reducing
the occurrence of home fires and home fire injuries through education, prevention, and
emergency response; and
WHEREAS, the City of South San Francisco residents are responsive to public
education measures and are able to take personal steps to increase their safety from
fire; and
WHEREAS, the 2017 Fire Prevention Week theme, “Every Second Counts: Plan Two
Ways Out,” effectively serves to remind us of the simple actions we can take to stay
safer from fire not only during Fire Prevention Week but year-round.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South
San Francisco does hereby declare October 8-14, 2017, as
“FIRE PREVENTION WEEK”
in South San Francisco and urges the South San Francisco community to heed the
important safety messages of Fire Prevention Week and to support the many public
safety activities and efforts of the City of South San Francisco Fire Department and
Emergency Services.
________________________________
Pradeep Gupta, Mayor
________________________________
Liza Normandy, Vice Mayor
________________________________
Mark Addiego, Councilmember
________________________________
Rich Garbarino, Councilmember
________________________________
Karyl Matsumoto, Councilmember
Dated: October 11, 2017
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-912 Agenda Date:10/11/2017
Version:1 Item #:4.
Proclamation recognizing September as National Childhood Cancer Awareness Month and in Loving Memory
of Juliana Pena. (Pradeep Gupta, Mayor)
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IN RECOGNITION OF SEPTEMBER AS
CHILDHOOD CANCER AWARENESS MONTH
October 11, 2017
WHEREAS, Childhood cancer occurs regularly, randomly, and spares no ethnic group,
socioeconomic class, or geographic region;
WHEREAS, every year an estimated 250,000 new cases of cancer affect children under the
age of 20 worldwide, which amounts to about 700 new children affected every day; and
WHEREAS, the causes of most childhood cancers are unknown and are not strongly linked
to lifestyle or environmental risk factors, unlike many adult cancers; and
WHEREAS, Juliana’s Journey Foundation was established by Juliana’s parents, Jesus Pena
and Patricia Watson, in loving memory of their daughter, Juliana, who was only 33 months
and three days when she lost her fight to the childhood cancer called Neuroblastoma; and
WHEREAS, Juliana’s Journey Foundation’s is dedicated to Juliana and all the brave
children who are continuing to battle against childhood cancer; and
WHEREAS, the City of South San Francisco has partnered with Juliana’s Journey
Foundation and held a special tree-lighting ceremony on August 31, 2017, where the tree on
Sign Hill brightly glowed with gold lights during the month of September; and
WHEREAS, as the color gold is significant and symbolic because it represents childhood
cancer, South San Francisco City Hall was also adorned in gold lights during September.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San
Francisco does hereby recognize the need to bring to light the awareness, education, and
much-needed funding for Neuroblastoma and other childhood cancer, with the hope that a
cure will soon be discovered.
________________________________
Pradeep Gupta, Mayor
________________________________
Liza Normandy, Vice Mayor
________________________________
Mark Addiego, Councilmember
________________________________
Richard Garbarino, Councilmember
________________________________
Karyl Matsumoto, Councilmember
Dated: October 11, 2017
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-916 Agenda Date:10/11/2017
Version:1 Item #:5.
Proclamation declaring October 15-21, 2017, as “Freedom from Workplace Bullying Week”. (Karyl
Matsumoto, Councilmember)
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Dated: October 11, 2017
IN RECOGNTION OF FREEDOM FROM
WORKPLACE BULLYING WEEK
October 11, 2017
WHEREAS, the City of South San Francisco passed a resolution on February 22,
2017, affirming its commitment to diversity and inclusion; and
WHEREAS, the City of South San Francisco does not tolerate discrimination,
hate crimes, harassment, or assault; and
WHEREAS, the City of South San Francisco is committed to promoting the
social and economic well-being of its residents, employees, and employers; and
WHEREAS, that well-being depends upon the existence of healthy and
productive employees working in safe and abuse-free work environments; and
WHEREAS, abusive work environments are costly for employers, with
consequences including reduced productivity, absenteeism, turnover, and injuries; and
WHEREAS, protection from abusive work environments should apply to every
worker, and not be limited to legally protected class status based only on race, color,
gender, national origin, age, or disability.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
South San Francisco does hereby declare October 15-21, 2017, as
"FREEDOM FROM WORKPLACE BULLYING WEEK”
commend the California Healthy Workplace Advocates and the Workplace Bullying
Institute, which raises awareness of the impacts of, and solutions for, workplace bullying
in the United States, and resolve to promote and nurture a diverse, supportive, inclusive,
and protective community.
________________________________
Pradeep Gupta, Mayor
________________________________
Liza Normandy, Vice Mayor
________________________________
Mark Addiego, Councilmember
________________________________
Richard Garbarino, Councilmember
________________________________
Karyl Matsumoto, Councilmember
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-923 Agenda Date:10/11/2017
Version:1 Item #:6.
Presentation regarding Oyster Point Phase IC and ID construction outreach.(Marian Lee,Assistant City
Manager and Joe McCarthy, OPD Program Manager)
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City Council Update
October 11, 2017
Oyster Point – Existing Conditions
Project Phase Overview
Oyster Point – Phase IC/ID at Completion
Yacht Club
•Bay Trail Hikers, Joggers, Walkers & Bicyclists
•Oyster Point marina Daily Users, Boat Slip Tenants and “Live-Aboards”
•Local Biotech Employees
•South San Francisco Parks and Recreation Department
•San Mateo County Harbor District
•Oyster Point yacht Club Members
Oyster Point – Phase IC – Stakeholders
•Land Conveyance (Complete) September 29, 2017
•Permit Submittal – Temp. Road & Demo. October 2017
•Temporary Road & Demolition Start November 2017
•ROPS Budget Amendment & Approval December 2017
•Grading, Streets & Utilities, Landscape Start January 2018
•Completion of Phase IC Summer/Fall 2019
Oyster Point – Anticipated Project Timeline
Questions
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-1011 Agenda Date:10/11/2017
Version:1 Item #:7.
Report regarding an Ordinance adding Chapter 20.375 of the South San Francisco Municipal Code pertaining
to the regulation of Small Cell Wireless Communications Facilities (Jason Rosenberg, City Attorney)
RECOMMENDATION
Staff recommends that the City Council make findings and introduce an ordinance adding Chapter
20.375 of the South San Francisco Municipal Code pertaining to the regulation of Small Cell Wireless
Communications Facilities, and waive further reading.
BACKGROUND
Under existing federal and state law,local municipalities retain certain authorities to regulate wireless
telecommunication facilities in the public right-of-way,including the authority to impose discretionary permit
requirements and require reasonable compensation.California Senate Bill (SB)649,currently pending before
the Governor for signature,proposes to introduce a regulatory scheme for Small Cell Wireless Communications
Facilities (SCWF)within and outside the public right-of-way.This legislation defines SCWF as:(1)a wireless
telecommunications facility (including equipment and network components such as towers,utility poles,
transmitters,base stations,and emergency power systems),or a wireless facility that uses licensed or
unlicensed spectrum and that meets prescribed volume requirements;or (2)a micro wireless facility with a
structure or antenna,if any,that meets certain volume and length requirements,respectively.Under SB 649,
municipalities must allow SCWF to locate in the public right-of-way and in any zone that includes a
commercial or industrial use,subject only to a ministerial permit process,and feasible design and collocation
standards.SB 649 also provides that local governments may only charge certain limited fees for SCWF
attachment and staff cost recovery.
Currently,wireless telecommunication facilities are collectively regulated under Chapter 20.370 of the South
San Francisco Municipal Code.The proposed ordinance would add Chapter 20.375 to the Municipal Code to
specifically address SCWF presence in the City,while leaving remaining wireless communication facilities to
be regulated by Chapter 20.370.
DISCUSSION
The proposed ordinance would establish a comprehensive set of requirements and standards to regulate SCWF
development,siting,installation,operation,and cessation.These requirements aim to protect and promote
public safety,community welfare,and municipal aesthetics consistent with the goals,objectives,policies of the
General Plan and in conformance with federal and state law,including SB 649,if it is eventually signed into
law.
The proposed ordinance would define relevant terms in SCWF regulation;prescribe permitted facilities and
license areas;impose standard requirements for all SCWF installation,operation,maintenance and cessation of
operation;require SCWF applicants to obtain a ministerial permit in compliance with permit criteria;and
establish a permit review and approval process.
Further,the proposed ordinance would establish the above requirements while conforming with state and
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File #:17-1011 Agenda Date:10/11/2017
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Further,the proposed ordinance would establish the above requirements while conforming with state and
federal law mandates.It would further create general requirements for all SCWF installation,operation,
maintenance and cessation that are consistent with Municipal Code requirements for other types of public
works projects.The proposed ordinance would also establish a preferential order of locations for SCWF
installation in the public right-of-way as well as in all zones with an industrial or commercial use.Within these
permitted locations,the proposed ordinance,to the maximum extent feasible,would impose design and
collocation requirements to protect community aesthetics and views in the public right-of-way consistent with
the City’s goals,including the existing design and location preferences for other wireless communications
facilities regulated by Chapter 20.370,while conforming to the limitations set by state law.Finally,the
proposed ordinance would provide a mechanism for the City and the wireless provider to enter into a Master
License Agreement for SCWF installations on City-owned poles or other structures.The Master License
Agreement would enable the City to negotiate additional terms of operation with the service provider and retain
a broader scope of municipal oversight.
Additional discussion on the legislative background and the contents of the proposed ordinance is contained in
the Planning Commission staff report attached hereto and dated September 21, 2017.
ENVIRONMENTAL REVIEW
Adoption of the proposed ordinance will not result in any new environmental impact since the additions,
refinements and clarifications set forth in the proposed ordinance,as related to small cell wireless
communication facilities,are minor in nature.The proposed ordinance is not subject to the requirements of
CEQA pursuant to California Code of Regulations Title 14,Chapter 3,section 15303,class 3,“New
Construction or Conversion of Small Structures”.
FISCAL IMPACT
The proposed ordinance would implement two types of fees relating to the permitting of SCWF.First,the
proposed ordinance requires SCWF applicants to pay a Right-of-Way Pole Usage Fee,which would be based
on one or more of the following rates:(1)an annual charge not to exceed two hundred and fifty dollars ($250)
for each SCWF attached to a City-owned light pole in the public right-of-way;(2)An annual attachment rate
not to exceed the percentage of the total usable space that would be occupied by SCWF attachment multiplied
by the annual costs of ownership of the City-owned light pole and its anchor;or (3)a one-time reimbursement
fee for actual costs incurred by the City for rearrangements performed at the request of the SCWF applicant.
Second,the proposed ordinance would require SCWF applicants to pay a processing fee for the applicant and
permit process in accordance with the City’s Master Fee Schedule.Furthermore,notwithstanding these two
statutory fee requirements,the City may reach a mutual agreement with a wireless service provider to a rate,
charge,term or condition that is different from the rates established by the proposed ordinance or SB 649,if it
is signed into law.The City may negotiate and agree to these alternative terms by entering into a Master
License Agreement with a provider for each of the provider’s small cell sites in the public right-of-way within
the City.
Staff has conducted research regarding the range of pole attachment fees for SCWF attachments.Annual
attachment fees range from $270 (Palo Alto),$1,000 (San Mateo)to $1,500 (Cupertino,Campbell,Dublin and
Milpitas).The City of San Jose adopted a stepped attachment fee schedule.Although San Jose charges up to
$5,000 per attachment,which may be considerably higher than comparable Bay Area cities,their tiered
structure may be worth considering adopting here.San Jose’s tiered rate structure has lower attachment fees for
preferred designs and higher rates for SCWF that do not meet the city’s preferred design criteria.In addition to
pole attachment rates,the SCWF applicants would also be required to enter into a reimbursement agreement for
legal services and environmental consultants,as well as pay an application fee that covers staff time on a cost
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File #:17-1011 Agenda Date:10/11/2017
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legal services and environmental consultants,as well as pay an application fee that covers staff time on a cost
reimbursement basis.
If the Council introduces the ordinance,in conjunction with the second reading of the proposed ordinance,City
staff will provide the City Council with a draft template Master License Agreement,along with a proposed fee
structure for pole attachment fees at an upcoming regular City Council meeting.
CONCLUSION
Staff recommends that the City Council make findings and introduce an ordinance making revisions to Title 20
of the South San Francisco Municipal Code, related to the regulation of Small Cell Wireless Communications
Facilities citywide and waive further reading.
Attachments
1.Planning Commission Staff Report dated September 21, 2017
2.Draft Planning Commission Minutes of September 21, 2017 Meeting
3.Powerpoint presentation
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-943 Agenda Date:9/21/2017
Version:1 Item #:3.
Report regarding Zoning Text Amendment to add Chapter 20.375 to the South San Francisco Municipal Code
pertaining to the regulation of Small Cell Wireless Communications Facilities,in accordance with South San
Francisco Municipal Code Chapter 20.550 ("Amendments to Zoning Ordinance and Map")(Allison Knapp,
Planning Consultant)
RECOMMENDATION
Staff recommends that the Planning Commission make findings and adopt a Resolution recommending
that the City Council adopt an Ordinance making revisions to Title 20 (“Zoning”)of the South San
Francisco Municipal Code, related to Small Cell Wireless Communications Facilities regulations.
BACKGROUND/DISCUSSION
Senate Bill (SB)649 defines and prescribes the location and specific permitting requirements for the
installation of small cell wireless communications facilities (SCWF).As of September 13,2017,SB 649 has
been passed by the state assembly and the state senate.It will now go to the Governor for his consideration.
SCWF are required to be permitted within the public-right-of-way.SB 649 also requires SCWF to be
permitted outside of the public right-of-way in any zone that includes a commercial or industrial use subject to
feasible design and collocation requirements,which is defined as,“reasonable and objective specifications
concerning the physical structure,construction,location,and appearance of a small cell,provided that those
specifications facilitate the installation of the small cell…”
SB 649 mandates that SCWF are to be considered a permitted use subject to a specified ministerial permitting
process adopted by the City,such as an encroachment and/or building permit,or its equivalent.The definition
of SCWF excerpted from SB 649, and proposed in the draft ordinance is:
20.375.002.G.Small Cell Wireless Facility.A Small Cell Wireless Facility means a wireless
telecommunications facility,as defined in paragraph (2)of subdivision (d)of Section 65850.6 of the
Government Code,as amended,or a wireless facility that uses licensed or unlicensed spectrum and that
meets the following requirements:
1.The small cell antenna(s)on the structure,excluding certain Ancillary Equipment as specified in
this subsection, total no more than six cubic feet in volume, whether an array or separate.
2.Any individual piece of any Ancillary Equipment,except those specified in this subsection,on
pole structures does not exceed nine cubic feet.
3.The cumulative total of any Ancillary Equipment,except those specified in this subsection,on
pole structures does not exceed 21 cubic feet.
4.The cumulative total of any ground-mounted equipment along with all Ancillary Equipment,
except those specified in this subsection,on any pole or nonpole structure does not exceed 35 cubic
feet.
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File #:17-943 Agenda Date:9/21/2017
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5.A Micro wireless facility,which shall be defined as a small cell that is no larger than 24 inches
long,15 inches in width,12 inches in height,and that has an exterior antenna,if any,no longer than
11 inches.
6. For the purposes of this subsection, the following types of Ancillary Equipment are excluded
from the calculation of equipment volume:
a. Electric meters and any required pedestal;
b. Concealment elements such as a stealth facility;
c. Any telecommunications demarcation box;
d. Grounding equipment, power transfer switch;
e. Cutoff switch;
f. Vertical cable runs for the connection of power and other services; and
g. Equipment concealed within an existing building or structure.
Permitted Facilities and License Areas
SB 649 states that a SCWF shall be a permitted use subject only to a ministerial permitting process adopted by
the City if it is located in a public right-of-way in any zone,or on existing structures on private property in any
zone that includes a commercial or industrial use and the SCWF complies with all applicable federal,state,
and local health and safety regulations,including the federal Americans with Disabilities Act of 1990 (42
U.S.C. Sec. 12101 et seq.). In compliance with state law, the proposed draft ordinance states:
20.375.003.A. Permitted Facilities.Subject to compliance with all applicable provisions of this
chapter, Small Cell Wireless Facilities shall, pursuant to a Small Cells Attachment Permit, be
permitted in License Areas, which are designated as follows:
1.On existing structures within the public right-of-way in all zoning districts; and
2.On existing structures located outside of the public right-of-way in any zone that
includes a commercial or industrial use.
B. Permitted Locations.Subject to compliance with all applicable provisions of this chapter, the
Permitted Locations for Small Cell Wireless Facilities within License Areas are as follows:
1. Small Cell Wireless Facilities in the public right-of-way in all zoning districts shall be
located on existing light poles only. If an Applicant demonstrates that locating on an
existing light pole is not feasible or practicable, the Applicant shall propose an existing
structure in the public right-of-way that is not readily visible.
Staff proposes a process to review and approve attachments to and placements of SCWF and Ancillary
Equipment in the public right-of-way and private property.The process includes staff-level design review,and
assurances that the provisions of (proposed)20.375 are met,and continue to be met.The applicant would be
required to mail a public notice to all addresses within specified radii of the facility once the application has
been deemed complete.
For SCWF within the public right-of-way,staff approval of an encroachment permit,including the standard
conditions thereto that address repair and replacement of public property,and insurance and indemnification
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File #:17-943 Agenda Date:9/21/2017
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requirements, would result in procurement of a “Small Cell Attachment Permit.”
For SCWF located on private property,staff has included Design and Location Preferences in keeping with the
requirements other wireless communications facilities as stated in Chapter 20.370 Antennas and Wireless
Communications Facilities.When a lower ranked alternative is proposed,the applicant will be required to
provide technical information demonstrating that a higher ranked option is not technically feasible in light of
the provider’s service objectives.
20.375.003.B.2.a. Design Preferences.
i.Building-or structure-mounted antennas that are not readily visible or are completely
concealed from view because of integration into design of nonresidential buildings or structures
erected and approved for use other than as wireless telecommunications support.
ii.Building-or structure-mounted antennas set back from roof edge and not visible from the
public right-of-way or from surrounding properties.
iii.On existing communication towers,existing signal,light or similar kinds of permanent poles
not supplying electric,telephone or similar service and not in the public right-of-way,or utility
facilities not subject to the City’s franchise agreements.
iv. Nonbuilding- or structure-mounted alternative tower structures.
b. Location Preferences
i. In any Nonresidential District and co-located with existing conforming facilities.
ii. In any Nonresidential District and located more than 600 feet from a Residential District.
iii.On Nonresidential Structures in residential districts and located more than 600 feet from a
Residential Structure.
iv. In any Nonresidential District and located less than 600 feet from a Residential District.
Staff approval of a building permit for facilities on private property would result in the procurement of a “Small
Cell Attachment Permit”.The respective permits that are applicable to SCWF are indicated in Section
20.375.003.D “Permits Required”.
Standard Requirements
Protection of public health,safety and welfare is addressed in proposed 20.375.004 Standard Requirements.
This section addresses federal,state and local standards,as well as noise,safety,maintenance and electrical
metering.Applicants are also required to provide evidence of compliance with radio frequency emissions
standards per the Federal Communications Commission.
Permit Requirements
Pursuant to SB 649 cities are permitted to adopt permit requirements for the placement of SCWF(s)that are the
same permit requirements for similar construction projects.The proposed ordinance addresses these permit
requirements in various sections,most notably 20.375.005.The language follows the similar design
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requirements in various sections,most notably 20.375.005.The language follows the similar design
construction requirements identified in SSFMC Chapter 20.370 Antennas and Wireless Communications
Facilities. The proposed language is:
20.375.005 Permit Requirements
A.General Standards.Small Cell Wireless Facilities and any Ancillary Equipment shall be located and
designed and whenever possible screened to blend with the existing natural or built surroundings.
Improvements which will be primarily viewed against soils,trees or grasslands shall be painted colors
matching these landscapes while elements which rise above the horizon shall be painted a blue gray that
matches the typical sky color at that location.
B.Ancillary/Supporting Infrastructure.Ancillary Equipment and any support facilities for Small
Cell Wireless Facilities located in the public right-of-way shall be undergrounded unless determined
infeasible by the City Engineer.The City Engineer shall determine feasibility based on any competing
infrastructure near the Small Cell Wireless Facility,safety,hydrological,geologic or other similar
conditions that would impede undergrounding.
1.In the event that undergrounding is not feasible as determined by the City Engineer,the
Ancillary Equipment and any supporting infrastructure shall be concealed in a stealth facility,
which may include but are not limited to partial undergrounding,landscaping,or decorative
treatment of the cabinet.Stealth facility or other concealment measures shall comply with all
applicable laws, including the American Disabilities Act.
C.Pole Designs.All Small Cell Wireless Facility pole installations shall be sufficiently designed and
engineered such that no additional supporting hardware is required beyond the pole itself.A Small Cell
Wireless Facility that is affixed to an existing light pole shall be painted and/or textured to match that
structure.
D.Non-Reflective Materials.Small Cell Wireless Facilities shall be constructed out of non-reflective
materials (visible exterior surfaces only),or materials and colors consistent with surrounding backdrop.
Anodized metal is an acceptable treatment.
E. Design Preservation.Applicants are responsible for maintaining and preserving approved design
and aesthetic features for each facility, Ancillary Equipment and any support infrastructure, including
but not limited to color, tint, shade, treatment, painting, surface treatment, replacement landscaping,
stealth design, and concealment.
F. Security Fencing.Under no circumstances shall security fencing be permitted.
Permit Application Submittal Requirements
Proposed 20.375.006 Permit Application Submittal Requirements identifies the application requirements
including submitting proof of the right to use the property subject to the application and application fees and
pole usage fees.Site plans,including the layout and placement of SCWF and all ancillary equipment defined by
local ordinance as well as SB 649, photo simulations and camouflage and/or matching methods are required.
SB 649 would authorize the City to charge three types of fees relating to SCWF:an annual charge for each
small cell attached to the City’s light poles,an annual attachment rate and a one-time reimbursement fee.The
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small cell attached to the City’s light poles,an annual attachment rate and a one-time reimbursement fee.The
bill would require the City to comply with notice and hearing requirements before imposing the annual
attachment rate.The bill would require an action or proceeding to challenge a fee imposed under the provisions
of SB 649 to be commenced within 120 days of the effective date of the City ordinance or resolution.
Staff is researching potential fees to apply to SCWF attachments. Preliminary information made available by
one service provider indicate a range of annual fees for a pole attachment from $270 (Palo Alto), $1,000 (San
Mateo) to $1,500 (Cupertino, Campbell, Dublin and Milpitas). Staff is researching additional fee information
for City Council review.
Permit Review, Renewal and Revocation Procedures
Proposed chapter 20.375.007 Permit Review,Renewal and Revocation Procedures contains a proposed
approval process. Draft language is excerpted below.
A.Review and Notice.Applications shall be reviewed by the City Engineer,Chief Planner,and Chief
Building Official,on private property only,for sufficiency and compliance.No incomplete applications
shall be processed,reviewed or approved by the City.Following determination of a complete
application,the Applicant shall mail “Notice of Proposed Action to Approve a Small Cell Wireless
Facility”to addresses within three-hundred (300)feet of the proposed site(s)in all zoning districts
except residential.Notices in residential districts shall include a five-hundred (500)feet radius for
notification.
B.Pre-Approval Actions.To ensure complete submissions,Applicant(s)for Small Cell Wireless
Facilities are encouraged to complete the following tasks prior to City staff conducting its application
review process:
1. Participate in an application submittal meeting with City staff.
2.Schedule and conduct a Neighborhood Outreach meeting involving residents within the radius
area as described in section A above.Applicant shall submit transcripts,minutes and/or videos of
the outreach meeting along with the application materials.
3. Submit a completed and signed “Application Checklist”.
4.Pay fees in the applicable amount identified pursuant to this chapter and discussed at the pre-
application meeting.
5. Provide all required materials pursuant to 20.375.006 of this chapter.
C.Financial Assurances.Prior to obtaining a permit to erect or install the proposed facility,the
Applicant shall either secure a bond or provide financial assurances,in a form acceptable to the City
Manager,for the removal of the facility in the event that its use is abandoned or the approval is
otherwise terminated.
D.Permit Approval and Issuance.All Small Cell Wireless Facilities not otherwise exempt from
regulation from this chapter shall be issued a Small Cell Attachment Permit,an encroachment permit
and building permit by the City,provided that all applicable permit,application,location,construction,
operation, maintenance, repair, and design requirements as stated in this chapter have been met.
E.Modification of Requirements.The City Council may waive or modify requirements of this chapter
upon advice of the City Attorney that denial of the application would have the effect of prohibiting the
provision of telecommunications services,unreasonably discriminating among service providers,or
constituting any other violation of State or Federal law.The applicant shall have the burden of proving
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constituting any other violation of State or Federal law.The applicant shall have the burden of proving
that the denial would result in such a violation.
In summary,staff has incorporated the prescriptive language provided in SB 649 wherever possible to maintain
conformance with state law.Therefore,definitions and the permitted location of the SCWF are the definitions
prescribed by the state.General requirements (i.e.insurance,maintenance,indemnification,compliance with
state,federal and local laws,maintenance,abandonment and penalties)as contained in applicable areas through
the proposed ordinance are in conformance with the entirety of the SSFMC.The proposed language for Chapter
20.375 closely resembles that of the existing Chapter 20.370.The design review requirements build upon
existing City requirements and wherever possible expand the requirements.For example,the requirement to
underground ancillary equipment (unless determined infeasible by the City Engineer)is proposed given that
SCWF(s)are expected to be predominately in the public right-of-way and above ground Ancillary Equipment
containment would be very visible.
The proposed legislation contained within SB 649 has been constantly evolving as it is considered by the
legislature and stakeholders throughout the State.Based on this,staff has included language in the attached
Resolution that allows staff to make minor amendments to the Ordinance,in keeping with SB 649 and feedback
from stakeholders, prior to consideration of the Ordinance by City Council.
ENVIRONMENTAL REVIEW
The additions,refinements and clarifications set forth in proposed Ordinance 20.370 and 20.375,as they relate
to small cell wireless communication facilities,are minor in nature,the adoption of which would not result in
any new significant environmental effects or a substantial increase in the severity of any previously identified
effects beyond those disclosed and analyzed in the IS/ND prepared and circulated for the Zoning Ordinance,
additions constitute a potentially significant change in the project or change in circumstances that would require
additional environmental review.
The Zoning Ordinance was adopted after preparation,circulation,consideration,and adoption of an Initial
Study/Negative Declaration (“IS/ND”)in accordance with the California Environmental Quality Act,Public
Resources Code Sections 21000,et seq.(“CEQA”),which IS/ND analyzed the environmental impacts of
adopting the Zoning Ordinance and concluded that adoption of the Zoning Ordinance could not have a
significant effect on the environment because none of the impacts required to be analyzed under CEQA would
exceed established thresholds of significance.
The proposed Ordinance is not subject to the requirements of (CEQA)pursuant to the California Code of
Regulations Title 14,Chapter 3 section 15303,class 3,‘New Construction or Conversion of Small Structures’.
The project is the construction and location of new small cell wireless facilities including supporting equipment
and is by definition considered categorically exempt from CEQA.The Project would permit the construction of
small cell wireless facilities on existing and or replaced City-owned light fixtures within the public-right-of-
way and on privately owned property or in any zone that allows a commercial or industrial use.
The project includes the use and operation of small cell wireless facilities which by definition include radio and
electromagnetic fields (radiation)that are subject to the permitting and safety regulations promulgated by the
Federal Communications Commission (FCC).The Small Cell Wireless Facility Ordinance requires radio
frequency emissions to be compliant with the regulations set forth by the FCC,as part of the permitting process
to protect the public health and safety.Therefore,the Ordinance is self-mitigating.No further environmental
review is required at this time.
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CONCLUSION
Staff recommends that the Planning Commission conduct a public hearing and adopt the attached Resolution
making findings and recommending that the City Council adopt an Ordinance making revisions to Title 20
(“Zoning”) of the South San Francisco Municipal Code, related to Small Cell Wireless Facilities.
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September 21, 2017 Minutes Page 1 of 3
The video recording of this Regular Planning Commission meeting can be found at http://www.ssf.net/1996/Planning-Commission
MINUTES
September 21, 2017
CITY OF SOUTH SAN FRANCISCO
REGULAR PLANNING COMMISSION
CALL TO ORDER / PLEDGE OF ALLEGIANCE TIME: 7:00 P.M.
ROLL CALL / CHAIR COMMENTS PRESENT: Chairperson Faria, Vice Chairperson
Nagales, Commissioner Tzang, Shihadeh, Ruiz,
Murphy, Wong
ABSENT:
AGENDA REVIEW
CONSENT CALENDAR
Approval of the special meeting minutes of April 6, 2017
Approval of the regular meeting minutes of September 7, 2017
Motion to approve the entire Consent Calendar.
Commissioner Tzang / Second – Vice-Chair Nagales Approved by roll call vote (6-0-1)
PUBLIC HEARING
1. Small Cell Communication Facilities Public Hearing Open: 7:03 P.M.
Consideration of a Resolution recommending that the City Council adopt an Ordinance adding Chapter
20.375 of the South San Francisco Municipal Code pertaining to the regulation of Small Cell Wireless
Communications Facilities.
Public Hearing Closed: 7:24 P.M.
Commission Discussion begins 00:10:27 in video recording
Commissioner Wong asked if this only effects new proposals, and any new changes being made, or will
this affect existing properties? If a property is out of code will they have to bring it up to code? Allison
Knapp, City Planning consultant, responded that this only pertains to Small Cell wireless facilities, which is
a 5g band or small cell facility as defined in the proposed ordinance. It doesn’t address towers and other
types of equipment.
Commissioner Wong inquired that if anything is grandfathered in, will it need to be updated? Senior
Planner Gross replied that the City does not currently have any small cell facilities. It’s a newer technology
and anything we have right now will fall under Zoning Ordinance Chapter 20.370, and will pertain to private
property. The Zoning Ordinance currently does not allow antennas in the right-of-way. This state bill was
going to require that we permit such facilities, so we are planning for it with zoning regulations.
Commissioner Wong asked if this was already state mandated? Allison Knapp replied that this has not
been signed into law yet. Many cities like our own are trying to get an ordinance pass ed before it becomes
effective, in case the Governor signs it into law.
ORAL COMMUNICATIONS
September 21, 2017 Minutes Page 2 of 3
Commissioner Wong stated that we won’t have much wiggle room for adoption if it’s signed into law.
Allison Knapp replied what we tried to provide as much flexibility as possible with proposed ordinance.
Commissioner Tzang asked how many facilities were anticipated within the next 3-5 years? IT Manager
Tony Barrera replied that he has spoken with AT&T and Sprint, and that at this time AT&T was requesting
15 facilities and Sprint was requesting 9 facilities.
Chairperson Faria asked about the approved design and the unapproved design and to explain the
difference. IT Manager Tony Barrera replied that it was aesthetics and City staff prefers the stealth version
where there is no equipment hanging on poles. Senior Planner Gross replied that there are a variety of
mechanisms that carriers can propose. The proposed ordinance will include design preferences that give
guidance to the carriers.
Chairperson Faria replied that what he meant was 3-4 providers on one pole wouldn’t look good. Allison
Knapp replied that state law says you can do design and regulate aesthetics, but if the provider doesn’t
find it feasible, the regulations can be waived. City Attorney D’Andrea stated that we can impose general
requirements to applicable construction projects.
Commissioner Murphy asked if this would all be handled administratively and by Design Review? Senior
Planner Gross Replied yes.
Commissioner Ruiz asked about the picture with the pole and the four boxes expo sed on the sidewalk. Are
those boxes from different providers? Allison Knapp replied that the image was taken from the internet for
the staff report, and that it was intended as a worst case scenario of what City staff does not want to see
(and which would not be allowed per the proposed ordinance).
Commissioner Ruiz replied that he was going to ask if they could be put underground . Allison Knapp
replied that in the draft ordinance there are provisions for undergrounding.
Commissioner Wong stated that a couple meetings ago we had a few wireless applications asking to be
relocated. Would they be affected by this? Senior Planner Gross replied that they would not, they are
covered under Zoning Ordinance Chapter 20.370. The intent of this is to take some of the load off of the
bigger antennas, and spread it throughout the community. This is a different technology but remains
consistent with State and Federal regulations.
Commissioner Shihadeh stated that a lot of carriers are going to be jumping on the 5G bandwagon. We
should be streamlining this. He commends staff for leadership on this and getting in front of this pending
state legislation.
Vice-Chair Nagales Asked about the appeal process. Who does the applicant appeal to? Senior Planner
Gross replied that an appeal would be heard by the City Manager.
Motion that the Planning Commission make findings and adopt a Resolution recommending that the
City Council adopt an Ordinance making revisions to Title 20 (“Zoning”) of the South San Francisco
Municipal Code, related to Small Cell Wireless Communications Facilities regulations.
Commissioner Wong /Second – Commissioner Ruiz Approved by roll call vote (7-0-0)
ADMINISTRATIVE BUSINESS
2. Report regarding the installation of historical plaques at 256 Grand Avenue, 411 Grand Avenue, 501
Grand Avenue, and 201 Linden Avenue.
Commission Discussion begins 00:27:30 in video recording
Chairperson Faria asked where the tour will start.
Communications Director Arroyo stated the tour “The Grand Walk” will start at City Hall, on September 30th at
10am, and proceed to all eleven stops.
ITEMS FROM STAFF
ITEMS FROM COMMISSION
Vice-Chair Nagales stated that he attended the Rotary groundbreaking and it was a great event. Hats off to
staff and the Commission. This is an important housing development and it was nice to be a part of it.
Vice-Chair Nagales also asked staff to look into AB1505 which deals with the Palmer decision.
ITEMS FROM THE PUBLIC
September 21, 2017 Minutes Page 3 of 3
None.
ADJOURNMENT
Chairperson Faria adjourned the meeting at 7:31 P.M.
Sailesh Mehra Norm Faria, Chairperson
Secretary to the Planning Commission Planning Commission
City of South San Francisco City of South San Francisco
ORDINANCE ADDING CHAPTER 20.375 TO
THE SOUTH SAN FRANCISCO MUNICIPAL
CODE RELATING TO SMALL CELL WIRELESS
COMMUNICATION FACILITIES REGULATIONS
Current Regulations (Federal Law)
•Cities are preempted from enacting ordinances
that prohibit,or have the effect of prohibiting, the
provision of telecommunications services,
including wireless services.
–But cities retain authority over individual zoning
decisions regarding placement, construction, and
modification of wireless facilities, subject to limitations
set forth under federal law.
•Section 6409(a): Requires local governments to
approve any request for collocation, removal, or
replacement of transmission equipment on an
existing wireless tower or base, if the action does
not “substantially change” the physical dimensions
of the tower or base station
Current Regulations (State Law)
•PUC Code Section 7901 “Telegraph or
telephone corporations” are allowed to
construct lines on public road, highway, water
or land, including poles, posts, piers, etc., as
long as construction does not in “incommode
the public use of the road or highway or
interrupt the navigation of the waters. ”
•Wireless service providers are considered
“telephone corporations.”
State law (cont’d)
•PUC Code Section 7091.1: Cities retain the
authority to regulate telephone lines within
public roads and highways based on aesthetic
concerns.
•This authority includes the right to exercise
reasonable control over the time, place, and
manner in which a public right-of-way may be
used to protect the function and safety of the
road or highway.
SENATE BILL (SB) 649
•Passed by the state legislature on September 14,
2017, currently before Governor Brown for
signature
•Requires cities and counties to allow small cell
wireless facilities (SCWF) to be located in the
public right of way and in any zone with a
commercial or industrial use
•Prohibits cities from requiring SCWF to obtain a
discretionary permit
–SCWF can only be subject to a building permit, an
encroachment permit (or their functioning equivalent),
and any other ministerial permit
SENATE BILL (SB) 649
•Allows cities to impose reasonable and feasible design
and collocation requirements
•Allows cities to charge three types of fees:
–$250 annual charge
–An annual attachment rate (calculated by the ration of total
usable space to be occupied to the annual cost of
ownership)
–A One-time city processing fee
•Allows cities to enter into agreements with service
providers for terms and conditions that are different
from what the statute prescribes
•Existing agreements entered before the effective date of
SB 649 will remain in effect
Existing SSFMC Regulations
•Contained in Chapter 20.370, with the following highlights:
–Defines wireless telecommunication facilities and related components and
equipment subject to regulation
–Identifies the type of wireless telecommunication facilities subject to
regulation, including height and location elements
–Impose operational, maintenance, code compliance, design and aesthetic
standards
–Regulates location, facility heights, setbacks and separation requirements
–Requires service providers to submit an application for a Minor Use Permit
or a Use Permit, except for certain exempt facilities
–Sets forth the findings required for the Chief Planner/the Planning
Commission to approve a Minor Use Permit or Use Permit
–Establishes the requirements for wireless telecommunication facilities to
cease operation
HIGHLIGHTS OF PROPOSED ORDINANCE
•Defines Small Cell Wireless Facilities (SCWF)
•Establishes License Areas where SCWF are permitted
–On existing structures within the public right of way
(ROW) in all zoning districts
–On existing and new structures on private property
located outside of ROW in any zone that includes a
commercial or industrial use
•Within the License Areas, establish a list of preferred
locations where SCWF may be located
–If in ROW, on existing light poles only
–If outside of ROW in any zone that includes a commercial
or industrial use, then on facilities ranked by design and
location preferences.
HIGHLIGHTS OF PROPOSED ORDINANCE
•Requires SCWF to obtain following permits (exempts
government-owned SCWF):
–Small Cell Attachment Permit; and
–Encroachment Permit or Building Permit
•Requires SCWF to meet the following requirements:
–Comply with the most current state and federal regulations
–Comply with City and state building codes and safety standards
–Demonstrate compliance with federal radio frequency emission
standards
HIGHLIGHTS OF PROPOSED ORDINANCE
•Requires SCWF to comply with the operation and maintenance
standards:
–Signage installation on a SCWF is prohibited, except for a sign with emergency
contact information
–Each SCWF must be maintained in good working condition and appearance
–Each SCWF must install safety measures, such as a emergency “kill switch”
–A SCWF must relocate at owner’s expense for public works projects
–SCWF electrical power must be independently metered
–Existing City-owned light poles proposed for SCWF location must be inspected
prior to installation; if the pole fails inspection, the SCWF applicant must replace
the pole at its own cost, or install a proprietary pole in place of the light pole
and arrange for lighting, independent metering, and satisfy other requirements
HIGHLIGHTS OF PROPOSED ORDINANCE
•SCWF must comply with the following Permit Requirements:
–SCWF and any ancillary equipment must be located and designed to blend with
existing environment, to the maximum extent possible
–All equipment and facilities are required to be undergrounded unless the City
Engineer determines that undergrounding is infeasible
–SCWF pole installations must be designed to require no additional supporting
hardware beyond the pole itself and must be constructed out of non-reflective
materials consistent with surrounding backdrop
–SCWF owners must maintain and preserve design and aesthetic features for
each facility and equipment
HIGHLIGHTS OF PROPOSED ORDINANCE
•SCWF permit approval process:
–Based on an application checklist provided by the Planning Department,
applicants will need to complete and submit with application:
•Compliance verification form
•Proof of legal right to use the property proposed for SCWF installation
–For City-owned properties, applicants may enter into a Master License Agreement with
the City to satisfy this requirement.
–For other properties, applicant may provide proof of owner consent for installation
•Site plans and layouts, including maps, inventory of proposed sites, photo
simulations, drawings and plans
•Pay two fees: (1) Right-of-way pole usage fee and (2) City processing fee.
•Financial assurance/bond for future removal of the SCWF facility
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-1012 Agenda Date:10/11/2017
Version:1 Item #:7a.
Ordinance adding Chapter 20.375 of the South San Francisco Municipal Code pertaining to the regulation of
Small Cell Wireless Communications Facilities.
WHEREAS,in July of 2010,the City Council for the City of South San Francisco (“City”)adopted a
comprehensive update to the City’s zoning ordinance,which repealed the then-existing Title 20 of the South
San Francisco Municipal Code (“Zoning Ordinance”),and replaced it with an entirely new Title 20 that,among
other actions,established new zoning districts,revised and reformatted many then-existing zoning provisions,
eliminated inconsistent and outdated provisions,and codified entirely new zoning provisions,including new
land use regulations and development standards (“Zoning Ordinance Update”); and
WHEREAS,as part of the 2010 Zoning Ordinance Update,the City adopted Chapter 20.370,which regulates
wireless facilities throughout the City; and
WHEREAS, since adoption of the Zoning Ordinance in July 2010, there have been legal developments,
including state law, that necessitate that the City refine, clarify, and/or correct certain provisions of the City’s
Zoning Ordinance and other relevant portions of the South San Francisco Municipal Code (“Municipal Code”)
that require refinement, clarification, and/or correction, including revisions to the City’s Chapter regulating
antennas and wireless communication facilities as well as a new chapter regarding small cell wireless facilities,
as further set forth in the Ordinance (“Ordinance”); and,
WHEREAS, the Zoning Ordinance was adopted after preparation, circulation, consideration, and adoption of
an Initial Study/Negative Declaration (“IS/ND”) in accordance with the California Environmental Quality Act,
Public Resources Code Sections 21000, et seq. (“CEQA”), which IS/ND analyzed the environmental impacts of
adopting the Zoning Ordinance and concluded that adoption of the Zoning Ordinance could not have a
significant effect on the environment because none of the impacts required to be analyzed under CEQA would
exceed established thresholds of significance; and,
WHEREAS, the additions set forth in this Ordinance, as they relate to small cell wireless communication
facilities, are minor in nature, the adoption of which would not result in any new significant environmental
effects or a substantial increase in the severity of any previously identified effects beyond those disclosed and
analyzed in the IS/ND prepared and circulated for the Zoning Ordinance, nor do the additions constitute a
potentially significant change in the project or change in circumstances that would require additional
environmental review.
WHEREAS,the proposed Ordinance is not subject to the requirements of CEQA pursuant to the California
Code of Regulations Title 14,Chapter 3 section 15303,class 3,‘New Construction or Conversion of Small
Structures’.The Project is the construction and location of new small cell wireless facilities including ancillary
equipment and by definition is considered categorically exempt from CEQA.The Project would permit the
construction of small cell wireless facilities on existing and or replaced City-owned light fixtures within the
public-right-of-way and on privately owned property or in any zone that allows a commercial or industrial use.
The land use and operations of a small cell wireless facility would include,by definition,radio and
electromagnetic fields (radiation)which are subject to the permitting and safety regulations promulgated by theCity of South San Francisco Printed on 10/5/2017Page 1 of 16
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File #:17-1012 Agenda Date:10/11/2017
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electromagnetic fields (radiation)which are subject to the permitting and safety regulations promulgated by the
Federal Communications Commission (FCC).The Small Cell Wireless Facility Ordinance requires Radio
Frequency Emissions compliant with the regulations set forth by the FCC,as part of the permitting process to
protect the public health and safety.Therefore,the Ordinance is self-mitigating.No further environmental
review is required at this time; and
WHEREAS,on September 21,2017,the City’s Planning Commission held a lawfully noticed public hearing to
solicit public comment and consider the proposed Ordinance,take public testimony,and recommended by
resolution that the City Council approve the Zoning Text Amendments; and
WHEREAS,on October 11,2017,the City Council for the City of South San Francisco held a lawfully noticed
public hearing to solicit public comment and consider the proposed amendments.
NOW,THEREFORE,BE IT ORDAINED that based on the entirety of the record before it,as described below,
the City Council of the City of South San Francisco does hereby ordain as follows:
SECTION 1.Findings
Based on the entirety of the record as described below,the City Council for the City of South San
Francisco hereby makes the following findings:
A.General Findings
1.The foregoing recitals are true and correct and made a part of this Ordinance.
2.The Record for these proceedings,and upon which this Ordinance is based,includes without
limitation,federal and state law;the California Environmental Quality Act (Public Resources Code §§21000 et
seq.(“CEQA”))and the CEQA Guidelines (14 California Code of Regulations §§15000 et seq.);the South San
Francisco General Plan and General Plan Environmental Impact Report,including all amendments and updates
thereto;the South San Francisco Municipal Code;the Initial Study and Negative Declaration prepared for the
Zoning Ordinance Update,including all written comments received;all reports,minutes,and public testimony
submitted as part of the Planning Commission's duly noticed meetings on September 21,2017;all reports,
minutes,and public testimony submitted as part of the City Council's duly noticed meeting on October 11,
2017;and any other evidence (within the meaning of Public Resources Code section 21080,subdivision (e)and
section 21082.2).
3.The refinements,clarifications,and/or corrections to the Zoning Ordinance as they relate to
installation of small cell wireless facilities is minor in nature and,the health and safety of the use of small cell
facilities is regulated by FCC.The FCC by legal mandate,oversees,regulates and limits environmental
exposure from radio frequency emissions within a specified level requisite to protect the public from harmful,
including cumulative,levels of exposure.Therefore,the adoption of the ordinance would not result in any new
significant environmental effects or a substantial increase in the severity of any previously identified effects
beyond those disclosed and analyzed in the IS/ND prepared and circulated for the Zoning Ordinance (2010),
nor do the refinements,clarifications,and/or corrections constitute a change in the project or change in
circumstances that would require additional environmental review.
4.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,
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Planning Division for the City of South San Francisco,315 Maple Avenue,South San Francisco,CA 94080,
and in the custody of Chief Planner, Sailesh Mehra.
B.Zoning Amendment Findings
1.The proposed Amendments are consistent with the adopted General Plan because the rapid
increase and dependence upon the use of mobile wireless devices affects nearly every aspect of our life
including educational,medical,social and informational activities.Reliable wireless service allows f
information access to people of all walks and phases of life;students,parents,friends,emergency personnel,
government,service institutions,and religious institutions.The proposed Ordinance related to the regulation of
small cell wireless facilities will remain consistent with the City’s General Plan vision for community and
economic development,and social and environmental equity,and will not impede achievement of any of the
goals, policies, or land use designations established in the General Plan.
2.The proposed Ordinance related to small cell wireless facilities would generally be suitable in
terms of ensuring architectural compatibility,consistency with area character,legibility,readability,finish and
visibility,and other considerations deemed relevant by the Planning Commission and City Council because of
the design and placement requirements outlined in the Ordinance.
3.The proposed Ordinance related to small cell wireless facilities would not result in any change
of zoning districts and therefore,would not be detrimental to the use of land in any adjacent zone because the
Ordinance is self-mitigating in that radio frequency emission (RF)studies are required to conform to FCC
regulations,to ensure that RF are within the amounts allowed and deemed requisite to protect the public health
as identified and regulated by the Federal Commissions Commission.
SECTION 2.Amendments
Part II of Division IV of Title 20,“Zoning,”of the South San Francisco Municipal Code is hereby amended by
adding Chapter 20.375, “Small Cell Wireless Communications Facilities,” to read as follows:
Chapter 20.375
SMALL CELL WIRELESS COMMUNICATIONS FACILITIES
Sections:
20.375.001 Purpose
20.375.002 Definitions
20.375.003 Permitted Facilities and License Areas
20.375.004 Standard Requirements
20.375.005 Permit Requirements
20.375.006 Permit Application Submittal Requirements
20.375.007 Permit Review, Renewal and Revocation Procedures
20.375.008 Cessation of Operations
20.375.009 Appeals
20.375.010 Violations and Penalties
20.375.001 Purpose
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The purpose of this chapter is to establish comprehensive requirements and standards for the development,
siting, installation, and operation of small cell wireless communications facilities and ancillary support
infrastructure. These regulations are intended to protect and promote public safety, community welfare, and the
aesthetic quality of the City consistent with the goals, objectives, and policies of the General Plan while
providing for well-managed development of small cell wireless telecommunications in accordance with the
Federal Telecommunications Act of 1996, Section 263 of Title 47 United States Code of Law, Section 6409 of
the Middle Class Tax Relief and Job Creation Act of 2012 and California law, including SB 649. The specific
objectives of this chapter include, but are not limited to the following:
A. Foster an aesthetically pleasing urban environment, prevent visual blight, protect and preserve public
safety and general welfare, and maintain the character of residential and nonresidential areas consistent with the
adopted General Plan and other City-adopted plans and in compliance with applicable State and Federal
legislation;
B. Minimize the number of small cell wireless facilities in the City by encouraging the location of small
cell facilities as a less intrusive alternative, including but not limited to co-location, where feasible;
C. Provide the opportunity for wireless quality of service to all persons and visitors in the City by
permitting well-designed small cell wireless facilities compliant with FCC health and safety regulations located
in the public rights-of-way in any zone or in any zone that includes a commercial or industrial use;
D. Improve the ability of telecommunications providers to provide services quickly, safely, effectively, and
efficiently while ensuring compliance with all applicable requirements;
E. Ensure that public safety personnel have adequate cellular coverage;
F. Support the use of wireless services to enhance personal and public health and safety and the general
welfare of persons living, working, and visiting in the City; and
G. Require wireless communications providers to use the best available design and technology to eliminate
all adverse visual impacts of the small cell wireless facilities and ancillary support infrastructure and provide
opportunities for further reduction in potential aesthetic and environmental impacts as changes in technology
occur.
20.375.002 Definitions
Unless otherwise specifically provided, the terms used in this chapter shall have the following meanings. For
those terms related to wireless communication facilities not defined here, refer to 20.370.008.
A.Ancillary Equipment.Any wires, cables, meter boxes, cooling devices, cable, conduit and
connectors, and any other equipment required to operate and support the operation of Small Cell Wireless
Facilities.
B.Applicant.The Service Provider(s) of the Small Cell Wireless Facilities that are proposed to be located
within the City, or Service Provider(s)’s authorized representative.
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C.Co-location. The location of two or more wireless communications facilities owned or used by more
than one public or private entity on a single support structure or otherwise sharing a common location. Co-
location shall also include the location of wireless communications facilities with other facilities such as
buildings, water tanks, light standards, and other utility facilities and structures.
D. Distributed Antenna System.Shall have the definition as stated in Section 20.370.008. A system of
Small Cell Facilities as defined and regulated by this Chapter does not include a Distributed Antenna System.
E.Equipment Cabinet. A structure that contains, protects and conceals the Ancillary Equipment.
Equipment Cabinet may also include the equipment necessary to allow for the undergrounding of PG&E meters
and other Ancillary Equipment related to the functioning of Small Cell Wireless Facilities.
F.Readily Visible. An object that can be seen from street level by a person with normal vision, and
distinguished as an antenna or other component of a wireless communication facility, due to the fact that it
stands out as a prominent feature of the landscape, protrudes above or out from the structure ridgeline, or is
otherwise not sufficiently camouflaged or designed to be compatible with the appurtenant architecture or
building materials.
G.Small Cell Wireless Facility.A Small Cell Wireless Facility means a wireless telecommunications
facility, as defined in paragraph (2) of subdivision (d) of Section 65850.6 of the Government Code, as
amended, or a wireless facility that uses licensed or unlicensed spectrum and that meets the following
requirements:
1. The small cell antenna(s) on the structure, excluding certain Ancillary Equipment as specified in this
subsection, that totals no more than six (6) cubic feet in volume, whether an array or separate.
2. Any individual piece of any Ancillary Equipment, except those specified in this subsection, on pole
structures that does not exceed nine (9) cubic feet.
3. The cumulative total of any Ancillary Equipment, except those specified in this subsection, on pole
structures does not exceed 21 cubic feet.
4. The cumulative total of any ground-mounted equipment along with all Ancillary Equipment, except
those specified in this subsection, on any pole or nonpole structure does not exceed 35 cubic feet.
5. A Micro wireless facility, which shall be defined as a small cell that is no larger than 24 inches long,
15 inches in width, 12 inches in height, and that has an exterior antenna, if any, no longer than 11 inches.
6. For the purposes of this subsection, the following types of Ancillary Equipment are excluded from the
calculation of equipment volume:
a. Electric meters and any required pedestal;
b. Concealment elements such as a stealth facility;
c. Any telecommunications demarcation box;
d. Grounding equipment, power transfer switch;
e. Cutoff switch;
f. Vertical cable runs for the connection of power and other services; and
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g. Equipment concealed within an existing building or structure
7. For the purposes of this chapter, a Small Cell Wireless Facility does not include the following:
a. Wireline backhaul facility, which shall mean a facility used for the transport of communications
data by wire from wireless facilities to a network;
b. Coaxial or fiber optic cables that are not immediately adjacent to or directly associated with a
particular antenna or collocation.
c. Wireless facilities placed in any historic district listed in the National Park Service Certified State
or Local Historic Districts or in any historical district listed on the California Register of Historical Resources
or placed in coastal zones subject to the jurisdiction of the California Coastal Commission.
d. Underlying vertical infrastructure, which shall mean poles or similar facilities owned or
controlled by the city that are in the public rights-of-way or public utility easements and meant for, or used in
whole or in part for, communications service, electric service, lighting, traffic control, or similar functions.
H.Stealth Facility. Any commercial wireless communications facility that is designed to blend into the
surrounding environment by means of screening, concealment, or camouflage. The antenna and supporting
antenna equipment are either not readily visible beyond the property on which they are located, or, if visible,
appear to be part of the existing landscape or environment rather than identifiable as a wireless communications
facility. Stealth facilities may be installed, but such installation methods are not limited to, undergrounding,
partially undergrounding and landscaping.
I.License Area. Locations in City zones where Small Cell Wireless Facilities are permitted to be installed
and operated pursuant to the requirements of this chapter.
J.Public Right of Way.All public streets and utility easements, now and hereafter owned by the City or
other public entity, but only to the extent of the City or public entity’s right, title, interest or authority to grant a
license to occupy and use such streets and easements for wireless communication facilities.
20.375.003 Permitted Facilities and License Areas
A. Permitted Facilities.Subject to compliance with all applicable provisions of this chapter, Small Cell
Wireless Facilities shall, pursuant to a Small Cells Attachment Permit, be permitted in License Areas, which are
designated as follows:
1. On existing structures within the public right-of-way in all zoning districts; and
2. On existing structures located outside of the public right-of-way in any zone that includes a
commercial or industrial use.
3. On new structures within the public right-of-way in all zoning districts, or outside of the public right-
of-way in any zone that includes a commercial or industrial use, subject to the requirements of this Chapter.
B. Permitted Locations.Subject to compliance with all applicable provisions of this chapter, the Permitted
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Locations for Small Cell Wireless Facilities within License Areas are as follows:
1. Small Cell Wireless Facilities in the public right-of-way in all zoning districts shall be located on
existing light poles to the extent feasible. If an Applicant demonstrates that locating on an existing light pole is
not feasible or practicable, the City shall consider pole locations in the following order of preference:
a. Utility poles;
b. Utility Cabinets; and
c. Any other existing pole, or an existing structure in the public right-of-way that is not readily
visible.
2.Small Cell Wireless Facilities located outside of the public right-of-way in any zone that includes a
commercial or industrial use shall be located in accordance with the following Design and Location
Preferences. The preferred approaches for design and siting of new Small Cell Wireless Facilities are ranked as
indicated in the following lists. When a lower ranked alternative is proposed, the application must include
technical information demonstrating that a higher ranked option is not technically feasible in light of the
provider’s service objectives.
a.Design Preferences.
i. Building- or structure-mounted antennas that are not readily visible or are completely
concealed from view because of integration into design of nonresidential buildings or structures erected and
approved for use other than as wireless telecommunications support.
ii. Building- or structure-mounted antennas set back from roof edge and not visible from the
public right-of-way or from surrounding properties.
iii. On existing communication towers, existing signal, light or similar kinds of permanent poles
not supplying electric, telephone or similar service and not in the public right-of-way, or utility facilities not
subject to the City’s franchise agreements.
iv. Nonbuilding- or structure-mounted alternative tower structures.
b.Location Preferences.
i. In any Nonresidential district and co-located with existing conforming facilities.
ii. In any Nonresidential district and located more than 600 feet from a Residential district.
iii. On Nonresidential structures in Residential districts and located more than 600 feet from a
Residential Structure.
iv. In any Nonresidential district and located less than 600 feet from a Residential district.
C. Co-locating with Existing Wireless Communication Facilities.Co-location of Small Cell Wireless
Facilities with existing Wireless Communication Facilities within Permitted Locations is permitted, subject to
design and colocation standards as set forth in this chapter.
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D. Permits Required.Applicants shall obtain the following permits prior to installing, constructing,
maintaining, operating, removing or performing work related to a Small Cells Wireless Facility:
1. Small Cell Attachment Permit. All Small Cell Wireless Facilities must obtain a Small Cell
Attachment Permit for each Small Cell Wireless Facility by submitting an application and obtaining approval
pursuant to the requirements of this chapter.
2. Encroachment Permit.An Applicant seeking to install, construct, operate, or perform work related
to Small Cell Wireless Facilities in the public right-of-way shall obtain a revocable encroachment permit prior
to commencing work. Applications for a right-of-way encroachment permit shall be submitted to the
Engineering Division of the Department of Public Works, after compliance with the application requirements
identified in Section 20.375.006, below.
a. The obligations of an encroachment permit shall run until Applicant applies for a demolition
permit to quit and cease operation. The City retains the right to inspect said facilities to ensure all
conditions of the permit are met. The encroachment permit obtained pursuant to this subsection shall continue
unless otherwise revoked pursuant to Chapter 13.04.080 of the Municipal Code. A performance review may be
conducted annually consisting of annual inspections to assure the facility is properly maintained and operated.
Applicant must timely provide the City with updated information including but not limited to changes in
insurance and equipment to update the encroachment permit reflecting those changes.
3. Building Permit.An Applicant seeking to install, construct, or perform work related to Small Cell
Wireless Facilities located outside of the public right-of-way in any zone that includes a commercial or
industrial use shall obtain a building permit after complying with the application and permitting requirements
stated in this chapter.
E. Exempt Facilities.
1.Small Cell Wireless Facilities owned and operated by a governmental agency and utilized for
governmental function are exempt from the permit requirements of this chapter, provided that they conform to
the operational standards of Section 20.375.004 of this chapter.
2. The installation, placement, maintenance, or replacement of micro wireless facilities that are
suspended, whether embedded or attached, on communication cables strung between utility poles in
compliance with state safety codes are exempt from the permitting requirements of this Chapter.
20.375.004 Standard Requirements.
A.State or Federal Requirements.Small Cell Wireless Facilities, including ancillary equipment, must
meet or exceed current standards and regulations of the Federal Communications Commission (FCC), the
Federal Aviation Administration (FAA all applicable federal, state, and local health and safety regulations,
including the Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12101 et seq.),and all other agencies of
the State or Federal government with the regulatory authority over Small Cell Wireless Facilities. If, at any
time, the State or Federal standards are modified, then Applicant shall bring any and all permitted facilities into
compliance with current standards and regulations within three (3) months of the effective date of such
modified standards and regulations, unless a different compliance schedule is mandated by the controlling State
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or Federal agency. Failure to bring permitted facilities into compliance with such revised standards and
regulations shall constitute grounds for the revocation of City permit and require removal of the small cell
facility at the service provider’s expense. This section shall not be construed as a basis to deny eligible facilities
request made pursuant to applicable provisions of the Middle Class Tax Relief and Job Creation Act of 2012.
B.Building Codes and Safety Standards.The Applicant shall ensure the structural integrity of its Small
Cell Wireless Facilities installed within the City, and shall ensure that the facilities are maintained in
compliance with standards contained in applicable State or local building codes and the applicable standards for
small cell wireless facilities that are published by the Electronic Industries Association, as amended from time
to time. If, upon inspection, the City determines that a facility fails to comply with such codes and standards
and constitutes a danger to persons or property, then upon notice being provided to the Applicant of the facility,
the Applicant shall have 15 days to bring such facility into compliance with such standards. Failure to bring
such tower into compliance within the required time shall constitute grounds for the revocation of City permit
and required removal of the small cell facility at the owner’s expense.
C.Radio Frequency Emissions Standards.Applicants shall provide evidence that the projected radio
frequency emissions from any and all permitted Small Cell Wireless Facilities comply with FCC Standards.
D. Operation and Maintenance Standards.All Small Cell Wireless Facilities shall at all times comply
with the following standards in addition to any other conditions required by permits issued pursuant to this
chapter.
1. Except as provided in subsection D-2 below, an Applicant shall not install signs, display logos, or run
advertisement on, alongside, or in connection with a permitted facility.
2. Every permitted facility shall contain a signage listing the name and contact information for an
emergency contact individual or service shall be erected for every permitted facility. The signage shall comply
with design, material, color and location requirements as stated in the applicable encroachment permit. Contact
information listed on the sign shall be kept current and promptly be provided to the City.
3. Each permitted facility and any ancillary equipment shall be in maintained in good working condition
and appearance, free from trash, debris, litter and graffiti and other forms of vandalism. Any damage from any
cause shall be repaired as soon as reasonably possible so as to minimize occurrences of dangerous conditions or
visual blight. Graffiti shall be removed from any facility or equipment as soon as practicable, and in no instance
more than 48 hours from the time of receipt of City notice.
4. Each facility shall be operated to minimize noise impacts to surrounding land uses in accordance with
Title 8, Chapter 8.32 entitled “Noise Regulations” of the Municipal Code, and Chapter 9 of the General Plan
entitled “Noise.”
a. In residential areas, except for emergency repairs, testing and maintenance activities that will be
audible beyond the property line shall only occur between the hours of 8:00 a.m. and 6:00 p.m. on Monday
through Friday, excluding holidays.
b. All air conditioning units and any other equipment that may emit noise that would be audible
from beyond the right-of-way shall be enclosed or equipped with noise attenuation devices to the extent
necessary to ensure compliance with applicable noise limitations in Chapter 8.32 (“Noise Regulations”) of the
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South San Francisco Municipal Code.
5. Each facility shall install the following security measures:
a. an on-site emergency “kill switch” to de-energize all radio frequency circuits and components of
each permitted facility in order to protect emergency response personnel. For co-locating facilities, a single
“kill switch” shall be installed that will de-energize all facilities located on the same pole at the facility in the
event of an emergency.
b. necessary safety measures to prevent unauthorized access, vandalism, and other safety concerns.
Installations must comply with design standards, described in Section 20.375.005, and nuisance regulations,
and must not interfere with City emergency services or transmission.
6. Each facility shall be relocated at Applicant’s sole cost, upon demand by City with reasonable notice,
to allow for public projects, services or improvements.
7. Applicant shall, at its sole cost, be responsible for repairing to City standard specifications or
replacing in-kind any City facilities or improvements disturbed or damaged during the installation,
maintenance, operation, repair or removal of Applicant’s Small Cell Wireless Facilities, ancillary equipment,
and any support infrastructure. City facilities or improvements covered by this subsection includes, but are not
limited to the following:
a. Curb, gutter, sidewalk, storm drains, and pavements;
b. landscaping; and
c. structures, buildings, light poles and fixtures.
E. Electrical Metering and Structural Standards.All Small Cell Wireless Facilities shall comply with
the following requirements:
1. All electrical power required by Small Cell Wireless Facility installation shall be metered
independently from any anticipated or existing City projects or facilities.
2. All existing City-owned street light poles proposed for Small Cell Wireless Facility installations shall
be inspected prior to installation in accordance with the most recent City structural standards for street light
poles, including but not limited to safety and load bearing capability for the SCWF to be installed, as approved
by the City Engineer.
a. Applicants requesting to install a SCWF on City-owned street light poles shall provide
documentation demonstrating that the pole proposed for installation meets or exceeds such City standards.
b. Pursuant to the pre-installation pole inspection as required in subsection (2) above, and in the
event that a pole fails to meet such City structural standards, the applicant shall at its own cost replace the
existing street light pole at the proposed installation location with a pole that meets or exceeds the City’s
structural standards including safety and load bearing capability. Any existing lighting fixture shall be
reinstalled on the new pole at applicant’s cost. Applicant shall be responsible to coordinate electrification of the
new installation with the utility provider, including independent metering of electrical power required for
applicant’s installations as provided in the preceding subsection 20.375.004.D.
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c. Pursuant to a pre-installation pole inspection as required in subsection (2) above, and in the event
that a pole fails to meet City structural standards, an Applicant may, as an alternative to replacing the existing
street light pole at its own cost, request to install a proprietary pole, such that all Small Cell Wireless Facility
equipment is located internally within the pole structure. Any proprietary pole installation shall be inspected
prior to construction in accordance with the most recent City structural standards for the same or similar type of
pole, including but not limited to safety and load bearing capability, and shall be suitable for the location and
maintain American Disability Access (ADA) access requirements. Applicant will provide documentation
satisfactory to the City that the pole to be installed meets all required standards with regards to safety and load
bearing capabilities for the Small Cell Wireless Facility hardware to be installed. The existing lighting fixture
shall be re-installed on the new pole at Applicant’s cost. Applicant will be responsible to coordinate
electrification of the new installation with the utility provider, including independent metering of electrical
power required for applicant’s installations as provided in the preceding subsection 20.375.005.D.
20.375.005 Permit Requirements
A. General Standards.Small Cell Wireless Facilities and any ancillary equipment shall comply with the
following permit requirements of this section, and shall be located and designed and whenever possible
screened to blend with the existing natural or built surroundings, as is required for similar construction projects
within the City. Improvements which will be primarily viewed against soils, trees or grasslands shall be painted
colors matching these landscapes while elements which rise above the horizon shall be painted a blue gray that
matches the typical sky color at that location.
B. Ancillary Equipment.To comply with important local aesthetics and expressive concerns, ancillary
equipment and any support facilities for Small Cell Wireless Facilities located in the public right-of-way shall
be located on the pole and screened to the maximum extent possible within the stealth equipment. If location
within the stealth equipment is not feasible, the Ancillary Equipment shall be mounted on the pole in
compliance with applicable building code requirements. If the prior two locations are infeasible as determined
by the City Engineer, the Ancillary Equipment shall be undergrounded. The City Engineer shall determine
feasibility based on any competing infrastructure near the Small Cell Wireless Facility, or other safety,
hydrological, geologic or other similar conditions that would impede undergrounding.
1. In the event that attachment on the pole or undergrounding is not feasible as determined by the City
Engineer, the ancillary equipment and any supporting infrastructure shall be concealed in a stealth facility,
which may include but are not limited to partial undergrounding, landscaping, or decorative treatment of the
cabinet. Stealth facility or other concealment measures shall comply with all applicable laws, including but not
limited to the American Disabilities Act.
C. Pole Designs.All Small Cell Wireless Facility pole installations shall be sufficiently designed and
engineered such that no additional supporting hardware is required beyond the pole itself. A Small Cell
Wireless Facility that is affixed to an existing light pole shall be painted and/or textured to match that structure.
D. Non-Reflective Materials. Small Cell Wireless Facilities shall be constructed out of non-reflective
materials (visible exterior surfaces only), or materials and colors consistent with surrounding backdrop.
Anodized metal is an acceptable treatment.
E. Design Preservation.Applicants are responsible for maintaining and preserving design and aesthetic
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features for each facility, ancillary equipment and any support infrastructure, including but not limited to color,
tint, shade, treatment, painting, surface treatment, replacement landscaping, stealth design, and concealment.
F. Security Fencing.Under no circumstances shall security fencing be permitted.
20.375.006 Permit Application Submittal Requirements
A. Compliance Required.No applications for Small Cell Wireless Facilities shall be deemed complete
unless the Applicant has submitted all required application materials and applicable fees, as provided by this
section.
1.Batching Applications.Applicants submitting applications for more than two (2) Small Cell
Attachment Permits will be required to batch their applications in order to expedite review and action.
B. Application Materials.A complete application for Small Cell Attachment Permits shall include the
following information:
1. A completed and signed application and checklist provided by the Planning Department. The
application shall be signed by the Applicant or by the Applicant’s authorized agent or representative.
2. A sworn statement entitled “Compliance Verification” by the Applicant or by the Applicant’s
authorized agent or representative, stating that the application holds all applicable licenses or other approvals
required by the Federal Communications Commission (FCC), the California Public Utilities Commission
(PUC), and any other agency of the Federal or State government with authority to regulate telecommunications
facilities that are required in order for the applicant to construct the proposed facility.
3. Documentation of, or a sworn statement by the Applicant or by the Applicant’s authorized agent or
representative, stating that applicant is in, compliance with all conditions imposed in conjunction with such
licenses or approvals, a description of the number, type, power rating, frequency range, and dimensions of
antennas, equipment cabinets, and related Small Cell Wireless communications facilities proposed to be
installed, and engineering calculations demonstrating that the proposed facility will comply with all applicable
FCC requirements and standards.
C. Proof of Legal Right to Use Property.Applications for Small Cell Wireless Facilities must be
accompanied by evidence satisfactory to the City demonstrating the property owner’s consent or other form of
proof demonstrating Applicant’s legal right to use the property upon which proposes to attach the Small Cell
Wireless Facility. Applicant must demonstrate evidence satisfactory to City for each and every proposed Small
Cell Wireless Facility. Failure to demonstrate a legal right to utilize the property upon which a Small Cell
Wireless Facility is attached is grounds for permit revocation.
1. Master License Agreements for City-owned structures. Applicants that have entered into a valid
Master License Agreement with the City for multiple Small Cell Wireless Facility attachments upon City-
owned structures shall be deemed to satisfy the requirements of this Subsection (C) for each Small Cell
Wireless Facility subject to the Master License Agreement. Applications for all site locations subject to the
Master License Agreement shall be batched and processed together. Small Cell Wireless Facilities subject to the
terms of a Master License Agreement shall still obtain an encroachment permit, and are subject to staff-level
design review to ensure compliance with any provisions in the Master License Agreements as well as to ensure
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the best possible design consistent therewith.
D. Site Plans and Layouts.Applicants shall submit the following information with the application
electronically or by hardcopy. Hardcopy submittals shall be provided in triplicate.
1.Map and Inventory of Proposed Sites.Applicant shall provide a map of the proposed site(s)
including photographs of the City-owned light pole(s) as appropriate, where the facility(ies) is/are proposed to
be located. Map shall show all land uses within 300 feet of the proposed Small Cell Wireless Facility sites(s),
shown on the map. Small Cell Wireless Facility sites proposed in residentially zoned and/or used areas shall
include a 500-foot radius map.
2. Photo Simulations of Small Cell Facility and Ancillary Equipment.Applicant shall show the
placement of the proposed Small Cell Wireless Facility. The simulation shall show where the Small Cell
Wireless Facility is proposed to be placed, where the ancillary equipment (cables, power sources, electricity,
and any other items required to operate and support the facility) is proposed to be located and how they will be
finished to comply with the requirements of this chapter. The proposed location and treatment of the Small Cell
Wireless Facility and any ancillary equipment shall comply with the Aesthetic Requirements in this chapter.
3. Drawings and Plans. Applicant shall furnish site plan, plans, and elevations drawn to scale that
identify the proposed Small Cell Wireless Facility and ancillary equipment placement. Elevations shall include
all structures on which facilities are proposed to be located. All proposed structures, including ancillary
equipment shall be drawn to scale on the elevations, see below. Emergency signage required as identified in this
chapter.
4. Camouflage and/or Matching Methods. Applicant shall provide both a description of methods
proposed to stealth the Small Cell Wireless Facility and all ancillary equipment, and colors and materials
specifications.
5.Identify all Ancillary Equipment.Plans shall identify any and all ancillary equipment required to
support the Small Cell Wireless Facility, including but not limited to emergency generators, air conditioning
equipment, cables, and power sources.
E. Fee Requirements.An application for Small Cells Wireless Facilities shall be accompanied by the
following fee payments:
1. Right-of-Way Pole Usage Fee.Unless set forth in a Master License Agreement, and in that case, the
terms of the Master License Agreement shall govern, Pole usage fee amounts shall be set by the City’s most
current Master Fee Schedule as established by City Council resolution. Calculation of pole usage fees shall be
based on one or more of the following rates or charges:
a. An annual charge not to exceed two hundred and fifty dollars ($250) for each facility attached to a
City-owned light pole in the right-of-way.
b. An annual attachment rate that does not exceed an amount calculated by the percentage of the
total usable space that would be occupied by the attachment multiplied by the annual costs of ownership of the
City-owned light pole and its anchor, if any. For the purposes of this subsection, “annual cost of ownership”
means the annual capital costs and annual operating costs of the light pole, which shall be the average costs of
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all similar City-owned light poles. The basis for the computation of annual capital costs shall be historical
capital costs less depreciation, which shall be based upon the average service life of the City-owned light pole.
Historical capital costs shall include a credit for all reimbursed capital costs. Annual cost of ownership does not
include costs for any property not necessary for use by the Small Cell Wireless Facility. For the purposes of this
subsection, “usable space” means the space above the minimum grade that can be used for the attachment of
antennas and associated ancillary equipment.
c. A one-time reimbursement fee for actual costs incurred by the City for rearrangements performed
at the request of the Applicant.
2.City Processing Fees. City application and permit processing fees shall be charged pursuant to the
City’s Master Fee Schedule in effect at the time the application is filed.
20.375.007. Permit Review, Renewal and Revocation Procedures.
A. Review and Notice. Applications shall be reviewed by the City Engineer, Chief Planner, and Chief
Building Official for sufficiency and compliance. Applications submitted to the City will be promptly processed
and reviewed. Applicants will be promptly notified of incomplete applications, but no later than 30 days after
the application has been submitted. After an application has been deemed incomplete, in order to proceed
further in the application process, Applicants shall provide such supplemental information to address the
incompleteness or insufficiencies identified in the City’s notice. Following determination of a complete
application, the Applicant shall mail “Notice of Proposed Action to Approve a Small Cell Wireless Facility” to
addresses within three-hundred (300) feet of the proposed site(s) in all zoning districts except residential.
Notices in residential districts shall include a five-hundred (500) feet radius for notification.
B. Pre-Submittal Actions.To ensure complete submissions, Applicant(s) for Small Cell Wireless Facilities
are encouraged to complete the following tasks prior to City staff conducting its application review process:
1. Participate in a pre-submittal meeting with City staff.
2. Schedule a Neighborhood Outreach meeting involving residents and businesses within the radius area
as described in Section A above. If Applicant elects to conduct such meeting, Applicant shall submit
transcripts, minutes and/or videos of the outreach meeting to the City.
3. Submit a completed and signed “Application Checklist”.
4. Pay fees in the applicable amount identified pursuant to this chapter and discussed at the pre-
application meeting.
5. Provide all required materials pursuant to 20.375.006 of this chapter.
C.Financial Assurances. Prior to obtaining a permit to erect or install the proposed facility, the applicant
shall either secure a bond or provide financial assurances, in a form acceptable to the City Manager, for the
removal of the facility in the event that its use is abandoned or the approval is otherwise terminated.
D. Permit Approval and Issuance.All Small Cell Wireless Facilities not otherwise exempt from
regulation from this chapter shall be issued a Small Cell Attachment Permit, an encroachment permit and
building permit by City, provided that all applicable permit, application, location, construction, operation,
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maintenance, repair, and design requirements as stated in this chapter have been met.
E. Modification of Requirements.The City Council may waive or modify requirements of this chapter
upon advice of the City Attorney that denial of the application would have the effect of prohibiting the
provision of telecommunications services, unreasonably discriminating among service providers, or
constituting any other violation of State or Federal law. The applicant shall have the burden of proving that the
denial would result in such a violation.
20.375.008 Cessation of Operations
A. Voluntary Cessation. Applicants intending to vacate a Small Cell Wireless Facility site shall notify the
Chief Planner of this intent to vacate at least 30 days prior to the vacation.
B. Abandonment.A permit for a Small Cell Wireless Facility that is not operated for a continuous period
of 12 months shall be deemed lapsed and the site will be considered abandoned unless:
1. The Chief Planner has determined that the same operator resumed operation within six months of
the notice; or
2. The City has received an application to transfer the permit to another service provider.
C. Removal of Facilities and Restoration of Site.No later than 90 days from the date a Small Cell
Wireless Facility is has ceased operation, or from the date of receipt of the Applicant’s notice of its intent to
vacate the site, the Applicant or its authorized agent of the abandoned Small Cell Wireless Facility shall remove
all equipment and improvements associated with the use, and shall restore the site to its original condition as
shown on the plans submitted with the original approved application or as required by the Chief Planner.
1. The Applicant or its authorized agent may use any bond or other assurances provided pursuant to the
requirements of Section 20.375.007C (“Financial Assurances”) to fulfill the requirements of this subsection.
2. The owner or agent shall provide written verification of the removal of the Small Cell Wireless
Facility within 30 days of the date the removal is completed.
D. Failure to Remove and Restore.A Small Cell Wireless Facility that is not removed and the site has not
been restored in accordance with the requirements stated above, the site shall be deemed to be a nuisance
pursuant to Section 20.580.003 of the Municipal Code. The Chief Planner may cause the facility to be removed
at the owners’ expense or by calling any bond or other financial assurance to pay for removal.
1. For a single structure occupied by two or more users, this subsection shall not become effective until
all users cease on the structure.
2. The requirement for removal of equipment in compliance with this section shall be included as a
provision in any lease of private property for Small Cell Wireless Facilities.
20.375.009 Appeals
Any appeals of a staff decision under this Chapter may be appealed to the City Manager, or his designee. An
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appeal shall be submitted in writing to the City Clerk. The appeal shall be accompanied by the fee specified in
the City’s master fee schedule. Any appeal under this section shall be considered in a manner consistent with
the Middle Class Tax Relief and Job Creation Act of 2012, related Federal Communications Commission
(FCC) “shot clock” regulations, and applicable state law permit streamlining requirements.
20.375.010 Violations and Penalties
Failure to comply with these standards shall be considered a violation of conditions of approval subject to
enforcement pursuant to provisions of Title 20. All violations and penalties shall be enforced pursuant to the
procedure set forth in Chapter 20.580 of the Municipal Code.
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.
*****
2866541.1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-935 Agenda Date:10/11/2017
Version:1 Item #:8.
Report regarding an ordinance adopting the third amendment to the development agreement between ARE-San
Francisco No.12,LLC,ARE-San Francisco No.44,LLC,ARE-San Francisco No.46,LLC,and the City of
South San Francisco for the office/research &development campus at 249-279 East Grand Avenue.(Ryan
Wassum, Associate Planner)
RECOMMENDATION
Staff recommends that the City Council take the following actions:
1)Adopt a resolution making findings and a determination that the project is fully within the scope
of environmental analysis provided in the 2005 Environmental Impact Report,the 2017
Addendum is the appropriate environmental document for the project,and no further
environmental review is required per the California Environmental Quality Act Guidelines; and
2)Adopt a resolution approving the use permit modification,parking reduction request,
transportation demand management plan,and design review at 249-279 East Grand Avenue in
the Business and Technology Park Zoning District subject to the draft conditions of approval
attached to the resolution; and
3)Waive reading and introduce an ordinance amending the development agreement between ARE-
San Francisco No.12,LLC,ARE-San Francisco No.44,LLC,ARE-San Francisco No.46,LLC
and the City of South San Francisco.
BACKGROUND/ DISCUSSION
Overview
On July 12, 2006, the City Council approved a conditional use permit, transportation demand management
(TDM) Plan, sign program, tentative map, development agreement (DA) and planned unit development permit
for the development of the 15.75-acre site located at 249-279 East Grand Avenue (Project). The Project consists
of a campus-style research & development (R&D) complex with three office/R&D buildings that have been
constructed totaling approximately 381,800 square feet (sq. ft.), with an additional building entitled at
approximately 133,200 sq. ft. of R&D office and 5,500 sq. ft. of ancillary retail (for a total campus of 520,500
sq. ft.), and a four-level parking garage. The original entitlement approvals also included certification of an
Environmental Impact Report (EIR) with the adoption of a statement of overriding considerations (SOC) and
mitigation monitoring and reporting program (MMRP). A link to the approved EIR can be found at:
www.ssf.net/departments/economic-community-development/planning-division/planning-documents
<http://www.ssf.net/departments/economic-community-development/planning-division/planning-documents>.
The 2005 environmental analysis analyzed a project of up to 534,500 sq. ft. of office/ R&D with 5,500 sq. ft. of
ancillary retail space (total 540,000 sq. ft.), but actual project build out and entitled to-date is slightly less than
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that amount, as described above.
The approved Project was envisioned to be built in four phases, three of which have already been built:
·Phase I (completed)-Building One at 249 East Grand Avenue,constructed in 2008 with a LEED Silver
certification, is four stories with 129,148 sq. ft. of space.
·Phase II (completed)-Building Four at 259 East Grand Avenue,constructed in 2012,is five stories with
159,902 sq. ft.
·Phase III (completed)-Building Two at 269 East Grand Avenue,constructed in 2013,is three stories
with 92,774 sq. ft.
·Phase IV (final phase to be constructed)-Building Three at 279 East Grand Avenue will be six stories
with approximately 202,260 sq.ft.In addition,the four story parking garage is included in this phase.
While the original entitlements contemplated Phase IV to be built out at approximately 133,200 sq.ft.,
the applicant has requested an amendment to add an additional 69,059 sq.ft.,which would bring the
total square footage of Phase IV to 202,260 sq.ft.,and the entire project to a total building area of
584,084 sq. ft.
Currently,the three completed buildings are occupied by Verily Life Sciences,a subsidiary of Alphabet.The
fourth and final building will also be occupied by Verily Life Sciences.
Furthermore,per Section 21 of the original DA,“Amendment or Cancellation of Agreement”,the applicant
may amend the DA following the same procedure as the original DA.As highlighted below,the applicant has
requested modifications to the original entitlements, which are analyzed in this staff report.
Development Agreement
Original DA - 2006
As part of the 2006 Project approvals,the City and the applicant negotiated a DA (Attachment 5)to clarify and
obligate several Project features and mitigation measures including transportation impact fees,public
improvements in the East of 101 area,a public art contribution,and TDM reporting and monitoring
requirements while simultaneously vesting the applicant’s approvals for 10 years.
First Amendment to the DA - 2013
In July of 2013,the First Amendment to the DA (Attachment 6)modified certain aspects of the Project,
including amending the original plan set,reducing the parking ratio for the Project to 2.5 spaces/1,000 sq.ft.,
allowing temporary off-site parking during construction of Phase 3,requiring payment of the Public Safety
Impact Fee,and revising the timeline for the completion of the public art requirement from December 31,2014
to June 30, 2014.
Second Amendment to the DA - 2016
In August of 2016,a Second Amendment (Attachment 7)extended the duration of the DA from August 25,
2016 to August 25,2018.The Second Amendment only modified the duration of the DA and did not modify
any of the approved plans.
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Third Amendment to the DA - 2017
In April of 2017,Alexandria Real Estate submitted an application requesting a third amendment to the DA
(Third Amendment)and a Use Permit Modification.The proposed changes in the Third Amendment and use
permit modification including the following:
·Increasing the entitled (but unbuilt)four-story building at 279 East Grand Avenue to six-stories with an
additional 69,059 sq.ft.,for a total building square footage of 202,260 sq.ft.of R&D and retail amenity
space,further increasing the density of development on the site from a floor area ratio (FAR)of 0.75
(520,025 sq. ft.) to a 0.85 FAR (584,084 sq. ft.).
·Relocating the required 5,500 sq.ft.retail amenity space from the site of the parking garage to the 279
East Grand Avenue building.
·Reducing the site parking through a parking reduction request and modified TDM plan,with a new
blended parking ratio of 2.17 spaces/1,000 sq.ft.and a total of 1,270 parking spaces (originally entitled
in 2006 with a parking ratio of 2.83 spaces/ 1,000 sq. ft. and a total of 1,529 spaces).
·Building only one of the originally planned parking structures (instead of two garages).
On August 17,2017,the Planning Commission reviewed the applicant’s request and unanimously
recommended that the City Council approve the Third Amendment,use permit modification,parking reduction
request, TDM plan, design review and 2017 EIR Addendum.
The proposed Project is an example of a relatively new trend in South San Francisco’s biotechnology cluster,in
that it is proposing a more urban,vertical design,adding two stories to the previously approved fourth building.
Other recent examples of multi-story R&D uses include Genentech’s B-35 (seven stories),Genesis Towers (21
stories),213 East Grand (nine stories)and Gateway of Pacific -Phase 1 (12 stories).Staff has been tracking this
trend,which over time may require the City to change its approach to fire services in order to adequately cover
the biotech core area.As a result,staff approached the applicant to discuss the potential of additional
contributions for fire services.The applicant has agreed to contribute a one-time Fire &Life Safety contribution
of $5.00 per sq.ft.for the additional increase in building size.Therefore,the increase in building size of 69,059
sq.ft.has resulted in a Fire &Life Safety contribution of $345,295 (i.e.,$5.00 x 69,059 sq.ft.).These
negotiations with the applicant took place after the Planning Commission’s hearing and recommendation on the
Third Amendment.Staff has modified the Third Amendment to memorialize the Fire and Life Safety
contribution.Staff recommends that the City Council adopt the modified version of the Third Amendment,
which includes the original language recommended by the Planning Commission and incorporates the
subsequent language added by staff.The modified version of the Third Amendment is attached to the
ordinance.
Use Permit
Use Permit - 2006
In 2006,the Project site was zoned P-I Planned Industrial,which required a use permit for “All Non-
Residential Uses which by their use generate one hundred or more vehicle trips per day”(Formerly Section
20.32.060 of the SSFMC).
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Use Permit Modification - 2013 and 2017
In 2010,the South San Francisco Municipal Code (SSFMC)was modified and the Project site is now zoned
Business and Technology Park (BTP),which permits these types of uses by right.Although the Zoning Code
has changed since the 2006 use permit was approved,the applicant requested a parking reduction in 2013 to 2.5
spaces/1,000 sq.ft.,and is now requesting a further parking reduction to 2.17 spaces/1,000 sq.ft.This further
parking reduction request is justified through the implementation of a robust TDM Plan (Attachment 3),which
requires a modification to the original use permit.
Design Review Board
On April 18,2017,the Design Review Board reviewed the application and recommended Project approval with
the following landscape suggestions:
1.Replace the existing hedge adjacent to East Grand Avenue with an Evergreen hedge or similar species
that will grow five feet tall,such as Arbutus undedo or Strawberry Bush,to help screen the cars in the
parking lot area from the public right-of-way.
2.The landscaping plan that was approved in 2005 needs to be implemented on the site as there are areas
where landscaping is missing and/or sparce.
3.Review the landscaping plant list,as some of the species will not survive the the local conditions or
weather elements. Select a species that can handle the proposed conditions within the bioretention areas.
Both staff and the Design Review Board have reviewed the application and determined that the proposal meets
the City’s regulations and design goals.The Project as originally entitled would be improved by eliminating an
additional parking garage,further reducing the amount of unneeded parking and increasing the amount of much
needed R&D employee space.In addition,the site landscaping would be improved and the planned rails-to-
trails amenity would be enhanced and further implemented.
Zoning Consistency Analysis
The proposed Project site is within the Business and Technology Park (BTP)Zoning District.The BTP District
provides locations for a mix of corporate headquarters,research and development facilities,and other offices in
a campus-like environment.The BTP District allows for a maximum FAR of 1.0 and the applicant’s request to
increase the FAR to .85 meets the FAR criteria per Section 20.110 of the South San Francisco Municipal Code
(SSFMC). Furthermore, the applicant is not proposing land use changes at this time.
Parking Reduction Request and TDM Plan
Per Section 20.330.004 of the South San Francisco Municipal Code (SSFMC),“Required On-site Parking
Spaces”,R&D uses require one parking space per 350 sq.ft.The project was originally entitled in 2006 at a
parking ratio of 2.83 spaces/1,000 sq.ft.(or,one parking space per 353 sq.ft.).The First Amendment to the
DA and use permit modification was approved in in 2013,which reduced the permitted parking ratio for the site
to 2.5 spaces/1,000 sq.ft (one parking space/400 sq.ft.).The applicant has analyzed and evaluated current
transit trends and their need for parking facilities at 249-279 East Grand Avenue and has requested an additional
parking reduction from the 2.5 spaces/1000 sq.ft.,to 2.17 spaces/1,000 sq.ft.(one parking space/461 sq.ft.),
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parking reduction from the 2.5 spaces/1000 sq.ft.,to 2.17 spaces/1,000 sq.ft.(one parking space/461 sq.ft.),
through the approval of a conditional use permit pursuant to Section 20.330.006(D) of the SSFMC.
A conditional use permit for reduced parking can be permitted if the applicant meets the following criteria for
approval:
A.Special conditions -including but not limited to the nature of the proposed operation;proximity to
frequent transit service;transportation characteristics of persons residing,working,or visiting the site;or
because the applicant has undertaken a TDM program that will reduce parking demand at the site; and
Analysis:A TDM program has been in place for the site since its initial development.As described in the
memorandum by Adavant Consulting (Attachment 4)for the revised Project between 2010 and 2015,the
tenants of the existing buildings met or exceeded the required 32 percent alternative mode goal of the TDM
program,and site visits and parking counts have shown that the existing parking supply is only
approximately 26 percent occupied.The existing tenant also provides direct private shuttle service to the
campus from various locations,which,combined with other alternative modes,has resulted in only 152 of
the tenant’s 500 employees regularly utilizing the site’s parking as single-occupancy commuters.Further,as
described in the May 8,2017 memorandum by Adavant Consulting,the existing and planned R&D users at
the site have a lower trip generation rate than the previously entitled office uses.
Therefore,based on the nature of the proposed operation;proximity to frequent transit service;
transportation characteristics of persons residing,working,or visiting the site;and because the applicant has
undertaken a TDM program (Attachment 3),as described by the Trip Generation Analysis and Mode Split
analyses prepared for the revised Project, parking demand will not exceed the provided parking on-site.
B.As demonstrated by the TDM plan,the use will adequately be served by the proposed on-site parking;
and
Analysis:Based on the Mode Split analysis prepared for the Project and the May 8,2017 memorandum by
Adavant Consulting (Attachment 4),the Project currently utilizes less than 30 percent of the existing 1,006
parking spaces,and the revised Project will result in 1,270 spaces,which will adequately serve the R&D
nature of the use.
C.Parking demand generated by the Project will not exceed the capacity of or have a detrimental impact
on the supply of on-street parking in the surrounding area.
Analysis:As provided by the memorandum by Adavant Consulting (Attachment 4),the existing parking
supply is underutilized,with a maximum of 26 percent of all parking spaces available being occupied
during the peak demand period.Parking demand generated by the Project will not exceed the capacity of or
have a detrimental impact on the supply of on-street parking in the surrounding area because the nature of
the proposed operation;proximity to frequent transit service;transportation characteristics of persons
residing,working,or visiting the site;and the effectiveness of the TDM program sufficiently support the
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residing,working,or visiting the site;and the effectiveness of the TDM program sufficiently support the
requested parking reduction.
Based on recent history,current trends and projections,Alexandria is confident that this Project,as proposed for
revision,can meet parking demands.Furthermore,the full draft TDM plan outlines the programs and strategies
that sufficiently support a request for a parking reduction from the previously approved 2.5 parking spaces/
1,000 sq.ft.,to 2.17 parking spaces/1,000 sq.ft.Two conditions of approval have been included to ensure
TDM compliance,as well the requirement that any future use modification from R&D to another use (such as
office)that may increase total trips would need to be adequately analyzed through the CEQA and entitlements
process.
General Plan Consistency Analysis
The proposed Project is consistent with the guiding and implementing policies in the General Plan as it has
been designed to promote campus-style uses,such as biotechnology,high-technology and R&D uses.The
Project is consistent with the General Plan land use designation,which designates the property Business and
Technology Park. Office/ R&D uses are specifically identified as appropriate uses under this designation.
Environmental Review
In 2006,the City certified an EIR for the 249-279 East Grand Avenue Office/Research and Development
Project (EIR05-0001)-State Clearinghouse No. 2005042121.
Pursuant to CEQA Guidelines Section 15164,a lead agency shall prepare an addendum to a previously certified
EIR if some changes or additions are necessary,but none of the conditions described in CEQA Guidelines
Section 15162 calling for the preparation of a subsequent EIR have occurred.Under CEQA Guidelines Section
15162, the conditions necessitating preparation of a subsequent EIR are:
(1)Substantial changes are proposed in the project,which will require major revisions to the previous
EIR due to the involvement of new significant environmental effects or a substantial increase in
previously identified effects;
(2)Substantial changes occur with respect to the circumstances under which the project is undertaken
which will require major revisions to the previous EIR due to the involvement of new significant
environmental effects or a substantial increase in previously identified effects; or
(3) New information is discovered, which shows that there will be;
(a) Additional significant environmental effects,
(b) Substantially more severe environmental effects,
(c)Mitigation previously believed to be infeasible is in fact feasible,which would substantially
reduce significant environmental effects, but the applicant declines to adopt it, or
(d)New mitigation is proposed,which would substantially reduce significant environmental
effects, but the applicant declines to adopt it.
The 2017 Addendum,prepared for the revised Project,concludes that the revised Project would not meet the
criteria under CEQA Guidelines Sections 15164 or 15162 justifying preparation of a subsequent EIR and thus,
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criteria under CEQA Guidelines Sections 15164 or 15162 justifying preparation of a subsequent EIR and thus,
an addendum is the appropriate environmental document for the Project.The 2017 Addendum further
concludes that the Project does not represent a substantial change to the 2006 EIR (EIR05-0001),and that the
Project is fully within the scope of environmental analysis as described in the 2006 EIR.Staff has reviewed the
2017 Addendum and supplemental analysis (Exhibit A to the associated CEQA resolution),and has determined
that the Project is indeed consistent with previously adopted environmental documents and that no further
environmental review is required.
FISCAL IMPACT
The proposed actions would facilitate the final phase of construction (i.e.,202,260 sq.ft.of R&D development)
for the Verily Campus,and in so doing would generate impact fee and permit fee revenue for the City.In
addition,as mentioned above,the Developer has offered to make a contribution of $345,295 that the City will
be able to use for future enhancements to fire and life safety services.
CONCLUSION
The proposed modifications to the Development Agreement and original entitlements are consistent with the
Zoning Ordinance and originally entitled Project in 2006.In addition to increasing the amount of much needed
R&D space in South San Francisco,a parking reduction and robust TDM Plan allows the applicant/tenant to
alter their parking plan to meet the needs and demands of new employee travel behaviors,and further reduces
underutilized parking. For these reasons, staff recommends that the City Council take the following actions:
1)Adopt a resolution making findings and a determination that the Project is fully within the scope of
environmental analysis provided in the 2006 EIR,and that the 2017 Addendum is the appropriate
environmental document for the project and no further environmental review is required per the
California Environmental Quality Act Guidelines; and
2)Adopt a resolution approving the use permit modification,parking reduction request,TDM plan,and
design review at 249-279 East Grand Avenue in the Business and Technology Park (BTP)Zoning
District subject to the attached draft conditions of approval; and
3)Waive reading and introduce an Ordinance amending the Development Agreement between ARE-San
Francisco No.12,LLC,ARE-San Francisco No.44,LLC,ARE-San Francisco No.46,LLC and the
City of South San Francisco.
Attachments:
1.Project Description
2.Architectural Plans
3.TDM Plan
4.Transportation Assessment Memo
5.Executed Development Agreement
6.1st Amendment to the Development Agreement
nd
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7.2nd Amendment to the Development Agreement
8.Planning Commission CEQA Resolution #2805-2017
9.Planning Commission DA Resolution #2806-2017
10.Planning Commission Minutes (8-17-17)
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249-279 E. Grand Avenue, South San Francisco, CA
ALEXANDRIA REAL ESTATE EQUITIES | 1700 Owens St., San Francisco, CA
249-279 E. Grand Ave.
USE PERMIT MODIFICATION AND DEVELOPMENT
AGREEMENT AMENDMENT RATIONALE
249-279 E. GRAND AVENUE, SOUTH SAN FRANCISCO, CA 1
INTRODUCTION
The City of South San Francisco approved a Development Agreement for the vacant 15.75 acre
site at 249-279 E. Grand Avenue in 2006. The Agreement allowed Alexandria Real Estate
Equities (the Developer), to phase construction of four buildings encompassing 540,000 gross
square foot office/research & development building, resulting in a 0.78 FAR with sufficient
garage space and surface parking lots to provide a parking ratio of 2.83 spaces per 1,000. The
construction of 249 E Grand (a 4-story building with 136,191 GSF) was completed in 2008.
Subsequently, the construction of 259 E Grand (a 5-story building with 163,257 GSF) was
completed in 2012. In 2013, when Alexandria initiated construction of the third building on the
site - 269 E Grand (a 3-story building with 102,616 GSF), Alexandria sought and received
approval of a First Amendment to the Development Agreement reducing the required parking
ratio across the site to 2.5 spaces per 1,000 GSF. In 2016, Alexandria sought and received
approval of a Second Amendment to the Development Agreement, extending the agreement for
two years until August 2018.
The property is strategically located in the heart of what is known as The East Side – a
geographic area that lies east of Highway 101. Its northern boundary is the Oyster Point
Channel; its southern border is the San Bruno Channel; the San Francisco Bay is at its eastern
edge. This area is known for the dozens of Life Sciences companies who have built similar,
office and R&D facilities here. It’s also an industrial hub, populated with several large
warehouses and businesses with strategic affiliations with San Francisco Airport to the south.
The property at 249-279 E. Grand Avenue is located on a major east-west thoroughfare –
Grand Avenue, and in proximity to an important north-south corridor – Forbes Avenue, which
becomes Harbor Way just south of E. Grand.
The first three buildings on the site have been leased to Verily – the life science affiliate of
Google. Very near to the site are several major Life Sciences facilities including Exelixis, Renat
Neuroscience, parts of the Genentech campus and the future home of Merck Pharmaceuticals.
Also within a short distance are half a dozen hotels; two of which are within a two block walk.
The South San Francisco Caltrain station is a short, five-minute walk from the corner of E.
Grand and Forbes, and there are two vehicular routes to Highway 101 (northbound and
southbound) nearby, via either Grand Avenue or Forbes/Oyster Point Blvd.
The Developer, Alexandria Real Estate Equities, has developed and manages several other
East Side properties including the 213 E. Grand campus, 600, 630, 650, 681 and 901-951
Gateway Blvd, 400-450 E. Jamie Court, 500 Forbes Boulevard, 7000 Shoreline Court, 341-343
Oyster Point Boulevard. All of these properties are substantially 100% leased.
Alexandria has therefore determined that there is sufficient demand for life science R&D/office
space in the South San Francisco area to warrant increasing the density of development
planned at the site of the future 279 East Grand Avenue building. As a result, we are applying
for a Use Permit Modification and Development Agreement Amendment. This document
together with the plans provide the justification for the request.
249-279 E. GRAND AVENUE, SOUTH SAN FRANCISCO, CA 2
THE REQUESTED REVISIONS & RATIONALE
The desired changes to the approved Use Permit and Development Agreement include:
1. Increasing the density of development on the site from 0.75 FAR to 0.85 FAR.
Justification Rationale: The EIR for the project and the underlying Business
Technology Park (BTP) zoning district allow an FAR up to 1.0. Therefore, the requested
revision is still within the approved density for this site.
Please note that SSF Municipal Code 20.40.008 allows certain areas to be excluded
from the calculation of “Floor Area” which would result in a total project size of 584,084
SF of Floor Area with an FAR of 0.85
2. Relocating the required retail amenity of 5,500 GSF from the site of the parking garage
to being located within the footprint of the 279 East Grand.
Justification Rationale: The original approved project provided a 5,500 GSF amenity
space within the garage structure at the back of the site. Relocating the required
amenity space to be within the structure of 279 East Grand, creates a more urban
amenity on the site visible from the public right of way.
3. Revising the plans for 279 East Grand to be a 6-story building encompassing 208,206
GSF (202,260 SF of Floor Area) of R&D commercial and retail space.
Justification Rationale: The proposed increased density and increased height of the
structure is allowed by the EIR for the project and the underlying BTP zoning district.
4. Reducing the parking provided across the entire site to be a blended average of 2.17
spaces per 1,000 SF of Floor Area.
Justification Rationale: As described in the Parking Reduction and TDM Plan, the
Tenant for the 249, 259, & 269 East Grand buildings is Verily Life Science and only has
500 workers on the site. They operate their facility with a very aggressive Transportation
Demand Management program and therefore much of the existing parking is unused.
Therefore the Parking Reduction and TDM Plan provides for the existing three buildings
leased to Verily be granted a parking reduction to 2 spaces per 1,000 SF of Floor Area.
Since the fourth planned building at 279 East Grand is not yet leased and may be
occupied by multiple tenants, Alexandria proposes to retain the currently approved
parking ratio for this building and for the retail amenity component of the project at 2.5
spaces per 1,000 SF of Floor Area. Therefore the blended average across the entire
campus would result in approximately 2.17 spaces per 1,000 SF of Floor Area.
5. Building only one of the originally planned parking structures.
Justification Rationale: The required 1,270 parking spaces can be met by providing
725 spaces within a single 4 story parking garage and with 545 surface parking spaces.
Alexandria is prepared to begin construction of the 279 East Grand Avenue building and the
parking garage to serve the site immediately upon approval of the Use Permit and Development
Agreement modifications being requested.
2017
249-279 E. Grand
Avenue Updated
Transportation Demand
Management Plan
ARE -SF No. 12 LLC, No. 46 LLC & No. 44 LLC
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Background
The 249 E. Grand Avenue development project encompasses four office buildings with a total of 534,500
gross square feet of office and laboratory space (515,025 square feet of floor area), a multi-level parking
structure and surface parking. The project includes implementation of a Transportation Demand
Management Plan.
First approved by the City in 2006, t he TDM Plan must be updated every 10 years. This document is the
first update to TDM Plan P0005-0019 which will sunset in 2018, pursuant to the Development
Agreement as previously amended.
Much has changed in the past decade in the world of employee transportation. New modes and new
technologies have emerged which are changing the way employees evaluate their options and choose
modes for their trips in profound ways. New options and apps give employees the flexibility to choose
modes on a trip-by trip basis, even within the same work day. For example, someone may choose to
carpool to work, then take transit for the return trip. This is a paradigm shift because for the first time,
transportation options can begin to ‘work’ the way employees do – with needs that may change from
day to day, and even throughout the work day. The priorities and preferences of Millennials are
changing car ownership and utilization, which also affects how people commute to work. Local trip
reduction regulations have resulted in widespread support and adoption of alternative commuting
programs and over time, many of these programs have become an important employee ‘benefit’ and a
major component of employee recruitment and retention. The improved economy in the Bay Area,
coupled with continued population growth have contributed to regional transit and other non-SOV
modes now being competitive in total travel time and costs, to driving alone. Improvements to regional
rail, including those still to come, such as electrification of Caltrain and a BART fleet expansion, are also
increasing the capacities, reliability and frequency of regional transit which will furt her strengthen
transit as a viable option to driving alone. The implications of these shifts will be discussed in further
detail in specific sections of this TDM Plan.
TDM Goals
Transportation Demand Management (TDM) is a set of policies, programs and str ategies that relieve
congestion, improve our environmental footprint, and reduce parking demand by utilizing existing
resources and investments more efficiently. Existing resources include local streets and regional
highways; public transit ; bicycle and pedestrian facilities, and other public infrastructure . TDM does this
by:
• Eliminating trips (i.e., working remotely or compressed work weeks)
• Shifting inefficient, single occupant trips to higher efficiency, higher occupancy trips (transit,
shuttles and carpools)
• Shifting the time of travel to avoid ‘peak’ congestion periods
• Shifting auto trips to active transportation modes (i.e., walking, bicycling)
• Providing technological solutions (i.e., clean air vehicles) to reduce pollution
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The 2006 TDM Plan for 249 E. Grand was performance -based, with an overall goal of attaining a 32%
alternative mode split. This was to be achieved through the implementation of several specific
strategies and measured annually. The strategies can be broke n into three main categories: physical
features and amenities which are built into the project as it is developed; a set of programs and services
which are provided to tenants and employees upon occupancy; and a series of commitments to TDM
which is specified in all leases for properties within the project.
The chart below summarizes the TDM measures for 249 E. Grand Avenue called for in the 2006 Plan.
Elements in the 249 E. Grand Avenue TDM Plan
Physical Features & Amenities Programs & Services Commitments
• Parking supply
• Designated parking
• Pedestrian pathways
• Bus stops
• On-site amenities (i.e.,
food, gym)
• Bicycle parking and
storage
• Passenger loading areas
• Ride matching service
• Information publicly
displayed in
properties
• Information to new
hires
• Information to new
tenants
• Guaranteed Ride
Home
• Pre-move in surveys,
events
• Participation in local
shuttles and other
community services
• On site marketing of
TDM
• On site Employee
Transportation
Coordinator
• Inclusion of TDM
requirements in all
leases
• Annual surveys and
reporting
Between 2010 and 2016, the tenants at the 249 E. Grand project met or exceeded the 32% alternative
mode goal. This TDM Plan Update builds on those strategies that were successful and further refines
and modifies others to reflect how the marketplace and technology is changing.
This updated TDM Plan is still performance-based – the 32% alternate mode split target remains – as do
most of the other activities, although what they look like and how they are implemented have changed
to reflect today’s needs and how the marketplace is expected to change over the next ten years.
Project Description
The original Development Agreement for the 249 E. Grand project consisted of four buildings with a
total of 534,500 gross square feet of office and laboratory space (515,025 square feet of floor area), a
structured parking garage, and surface parking with a total of 1,529 parking spaces – providing 2.83
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spaces per 1,000sf. The original project approvals required up to 150 carpool parking spaces; 30 Class I
bicycle lockers and 15 bicycle racks throughout the campus, as well as showers and lockers for cyclists.
On-site fitness, food service and approximately 5,500 square feet of retail space were planned, as well
as a shuttle stop to BART, Caltrain and the SSF Ferry on the Grand Avenue frontage of the campus.
As of mid-2016, three of the four office buildings have been built as life science office, research and
development facilities: 249 E. Grand, 259 E. Grand and 269 E . Grand and 1,006 surface parking spaces
are available on-site . Seven carpool spaces are located nearby building entry points between the 249,
259 and 269 buildings; two bicycle lockers have been installed at each of the t hree buildings, (each
locker accommodates two bicycles), and another 15 bicycle racks are installed among the three
buildings. An EV charging station provides three dual port EV chargers. These facilities are located in
the parking area between the 249 a nd 259 Grand buildings.
In June 2013, the Development Agreement was amended to allow for a parking reduction to 2.50 spaces
per 1,000sf, some minor building adjustments and temporary parking facilities. In 2016, the
Development Agreement was again amended, extending it until August 25, 2018.
At this writing in mid-2017, ARE has proposed changes to the final phase of the Project. Changes which
impact this TDM Plan include shifting the project from office use to R&D use; an increase in total square
footage to 610,270 gross square feet (584,084 sf of floor area)1 and reducing parking to a project -wide
blended average of 2.17 spaces per 1,000 sf of Floor Area. The Revised Project will provide a total of
1270 parking spaces; 725 in the parking structure and 545 in surface parking lot s. This represents only
80 fewer parking spaces relative to 1,350 spaces as noted under Parking Supply on page 6 than the
original project, which was based on the higher intensity of office use. The proposed changes have not
changed the mitigation measures identified in the original EIR and required for the Project.
Summary of Project Status (as of May, 2017)
Site Gross
Square Feet
Floor Area Status
249 E. Grand Ave 136,191 GSF 129,148 Completed in 2011
259 E. Grand Ave 163,257 GSF 159,902 Completed in 2013
269 E. Grand Ave 102,616 GSF 92,774 Completed in 2014
279 E. Grand Ave 137,936 GSF 133,201 Yet to be built
Surface Lots at 249 E. Grand 1,006 parking spaces
Completed
History
Onyx Pharmaceuticals moved to 249 E. Grand Avenue from its former headquarters in the East Bay in
April, 2011 with approximately 200 employees. By 2013, when the facility at 259 E. Grand was
1 Floor Area is calculated pursuant to South San Francisco Municipal Code Section 20.40.008, which allows certain
areas to be excluded from the calculation of Floor Area for purposes of FAR and parking calculations.
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completed, the head count at Onyx was over 400. By early 2015, the company had grown to some 700
employees.
Onyx Pharmaceuticals and ARE sponsored a proactive and comprehensive TDM program throughout
Onyx’s tenancy at the 249 E. Grand project area which met or exceeded the 32% alternative mode split
goal each year. These robust and well-used TDM programs resulted in a significant underutilization of
parking facilities. A 2012 study confirmed a rate of just 72% occupancy of the parking supply.
In 2013, the City approved a reduction in parking supply by some 179 spaces for the project. The
parking ratio was reduced from 2.83 per 1000 SF to 2.50 per 1000 SF.
249 E. Grand Ave Mode Split 2011 through 2015 (Onyx Pharmaceuticals tenancy)
Mode Mode Split
Carpooling 10 to 12%
Transit 6 to 8%
Shuttles 13 to 17%
Bicycling 1%
Walking 1%
In early 2015, Onyx was acquired by Amgen and the three buildings were vacated by fall, 2015.
ARE leased 249, 259 and 269 E. Grand Avenue to Verily, another life sciences research company in 2016.
Verily also has the opt ion to build the fourth office building at 279 E. Grand Avenue. It is anticipated
that Verily will occupy these properties for the next ten years, the same duration of this updated TDM
Plan.
Verily relocated approximately 500 employees to this complex in the third quarter of 2016 from its
current quarters in Mountain View. Within another two to three years, it expects to grow to as many as
700 employees. Its projected maximum capacity for the 249 E. Grand campus is 700 employees.
A subsidiary of Google, Verily already provides significant commuter benefits to its employees. Those
benefits are all offered to employees at the 249 E. Grand facility and include a GoPass as well as
corporate shuttles from Mountain View, San Jose, the East Bay and San Francisco. In addition, ARE, the
master developer, will continue to support commute.org’s shuttles from Caltrain, the SSF Ferry and
BART, and the county’s Guaranteed Ride Home program.
Initial Mode Split Reporting
In keeping with annual monitoring of the effectiveness of various TDM measures required of Verily, the
first report, submitted in January 2017, indicated that over 70% of the company’s employees at the E.
Grand Avenue campus arrive at the campus via alternative modes such as shuttles and by transit. Of
Verily’s 500 employees:
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• 150 (30%) use Verily Shuttle’s
• 174 (35%) use Public Transportation (142 have GoPass; 32 have ClipperCards)
• 35 (7%) carpool
Furthermore, according to recent surveys conducted at the site, existing parking supply continues to be
significantly underutilized. Parking utilization surveys conducted on two separate weekdays in January
and February 2017 show that a maximum of 26 percent of all available parking spaces (262 spaces out of
a total of 1006 spaces) are occupied at mid-day, the peak parking demand period. This represents a
parking demand rate of approximately 0.65 spaces per 1,000 gsf.
Thus, the overall parking supply rate of 2.17 spaces per 1,000 sf of floor area (for a total of 1,270
spaces) is more than sufficient to accommodate current and future parking demand, even in the
unlikely event that parking demand increases in future years.
Future TDM Performance
The combined TDM commitments by both ARE and Verily (or subsequent tenants) give us great
confidence that the 249 E. Grand Avenue project will continue to exceed the annual 32% alternative
mode split goals over the coming decade.
Based on site -specific data from the past five year s (ranging from 32 to 42% alternative mode use),
current data from Verily, the history of other employers in the East -101 area with simila r employee
profiles and TDM results, plus continued improvements in mode choices, technology and other factors
which will accrue to higher use of transit and other high occupancy vehicles and other active means, ARE
believes even further reductions in the SOV rate may be achievable.
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Physical TDM Program Elements
Parking Supply
The current (mid-2017) parking supply consists of 1,006 spaces in surface lots at the 249 -279 E. Grand
Avenue campus. At full buildout, original Project approvals called for a total of 1,350 parking spaces on
the 249 E. Grand campus per the original parking ratio of 2.5 per 1000 GSF approved in 2013.
Approximately 808 spaces were to be in a parking structure and 542 in surface lots adjacent to each of
the four office buildings. Revisions to the original Project now call for a total of 1,270 parking spaces
with 725 to be in the parking structure and 545 in surface parking lots. This results in an updated
parking ratio of 2.17 spaces per 1,000 sf of floor area (which translates to 2.08 spaces per 1000 GSF as
originally calculated).
The maximum population at the Project will be 700 employees. If 32% (the mode split required for this
Project) of those employees use alternative modes for their commute, just 476 employee parking spaces
would be needed upon the completion of the fourth a nd final office building for SOV employees. When
the fourth and final building is completed, parking inventory will significantly exceed this projected
demand. Twenty-two of these will be ADA designated.
Should the alternative mode split exceed current experience, which is likely, even fewer spaces may be
utilized. Therefore, ARE has proposed that the City allow the development of the final building with the
revised parking ratio, which we fully believe still assures sufficient parking. If needed, additional
demand could also be met with valet parking for employees and dedicated visitor parking immediately
adjacent to the respective building entries.
Parking availability and pricing are two of the most influential factors in employees’ choosing to use
alternative modes to commute to work. One of the most effective triggers to incentivize use of
alternative mode use is to limit the availability of parking ; another is to charge for parking.
Research that compiled data from 82 case studies throughout the U.S. which was presented in the
Transportation Research Board’s Report 95: Traveler Response to Transportation Systems Changes,
showed that limiting parking reduces SOV trips by an average of 11%; restricting parking reduces SOV
trips by up to 25%; and combined with charging for parking, reductions of up 28% are seen. This data
was also confirmed by the CAPCOA TDM tool developed for the California Air Resources Board three
years ago.
Further reductions in parking supply result from employees having more viable mode choices. As transit
capacities and frequencies increase; first and last mile links more robust; and new ride-sharing options
become widespread, a growing number of employees can be expected to transition to these more
efficient modes. The same 2010 TRB report cited a 5 to 20% decrease in SOV travel when transit is
available, affordable, and frequent , and a 7 to 22% reduction from shuttles.
Investing fewer resources in parking structures also allows for increased investment in alternative
modes. The high amortized construction cost of a single parking stall, not only encourages an auto-
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centric focus and uses valuable acreage, but is far higher than the cost of providing Go Passes to
employees ($190 per employee per year); a first/last mile connection to transit and/or transit subsidy.
One of the best known local case studies in how investing in TDM can reduce the need for parking
supply is Stanford University. The University’s development is tied to a ‘no new net trips’ requirement.
Restricting parking and charging for parking based on proximity to destinations effectively funds transit
subsidies and other incentives. These activities reduced Stanford’s drive alone rate from 75% to 49%
and most impressively, this 26% reduction eliminated the need for $107M in new parking structures.
Another well known local example is the Mission Bay community. Like the SSF East -101 area, primary
employment in Mission Bay is in or related to the life sciences sector. Mission Bay was by design built
with limited parking, robust pedestrian paths and bikeways, and a mandatory community operated and
funded shuttle system which encoura ge alternative mode use. As a result, Mission Bay’s drive alone
rate has consistently been under 25%. Both UCSF and public parking facilities are consistently under-
parked; bicycle facilities are fully occupied; and shuttles are well utilized.
Another example, the Lloyd District of Portland, Oregon, set ambitious mode split goals in 1997 over a
20-year horizon of development. The goals, which included increasing transit from 10% to 42%; driving
alone from 72% to 33%, among others, were reinforced by eliminating minimum parking ratios in the
District and establishing a maximum of 2.0 per 1000 SF.
Preferred/Designated Parking
Parking facilities at the 249 E. Grand project will continue to provide ‘preferred’ designated parking
spaces to carpools and ot her high occupancy vehicles. These preferred parking spaces will continue to
be located in the surface lots adjacent to each building in areas closest to well-lit pedestrian paths and
building entrances. Currently, ARE has designated 10% of the existing parking supply (39 spaces) for
carpools and other high occupancy vehicles. Utilization of these preferred spaces during the January
and February parking occupancy study averaged 15 spaces. Alternative fuel (EV) parking utilized
averaged 13 spaces; and preferred parking for fuel efficient vehicles averaged 14 spaces.
The inventory of Visitor parking spaces (at 2% of total parking) is well utilized throughout the day.
Occupancy is at 100% during both peak and non-peak business hours. Any additional visitor parking
demand could be accommodated by valet parking facilities. In addition to some 48 valet spaces located
nearby a valet drop-off and pick-up zone located just inside the campus entrance, another 306 may be
located in the aisles in surface lots.
The inventory of Handicap parking (also at 2% of total parking) is also under-utilized. Just one space was
occupied on both days of the recent parking study. We therefore project this inventory will be sufficient
for the next decade.
Each building has a passenger loading area in front of the lobby where employees using shared rides,
taxi and other such services can easily and conveniently be dropped off and picked up. Employees can
wait for these services from inside the building s, with clear lines of sight to see approaching vehicles
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before leaving the building. Those using valet parking services (if needed), will drop-off and pick-up
their vehicles in a well-lit, highly visible and secure area inside the campus entry.
Pedestrian Paths
A pedestrian path will run along the central spine between all four office buildings. This path leads to
the BART, Caltrain and Ferry shuttle stop on Grand Avenue and to the newly constructed San Francisco
Bay Trail, which is both a bikeway and a pedestrian path at the rear of the campus. The pedestrian
paths are well lit with attractive landscaping to enhance pedestrian comfort and safety. Cyclists can also
use this path to safely navigate from the campus to Grand Avenue.
The San Francisco Bay Trail is a network of bike and pedestrian pathways circling the San Francisco and
San Pablo Bays, and provides new opportunities for employees at the 249 E. Grand campus to use these
active transportation modes for their daily commute.
Bicycle Parking
Both Cla ss 1 and Class 2 bicycle facilities are installed at existing buildings and will continue to be
expanded as new facilities are constructed. To date, bike facilities have been fully utilized by employees.
• One bike space is required for every 50 vehicular spaces
• One bike space is required for every retail space with 50 spaces
• Class 1 secure bicycle parking (currently 30 secure facilities are located among the three
buildings)
• Class 2 bike racks (currently 15 are installed among the three existing office buildings)
• Verily also plans to install additional indoor bike racks at each building
Shower Facilities and a Fitness Center
Active transportation (biking and walking to work) is further encouraged by the provision of shower
facilities located in the 249 E. Grand building, and clothes lockers. The showers and lockers are part of a
larger 2,000 square foot fitness center which is open to all employees throughout the campus.
Retail/Restaurant
No restaurants or retail spaces have been built to date. Past and current tenants have their own
significant food service and other service programs for employees. These services include on-site food
service, laundry and other amenities which motivate employees to remain on campus during the work
day. While ARE does not anticipate this trend to change in the near -term, if it does, restaurant and/or
other retail spaces may be created.
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Programs & Services
Between 2011 and early 2015, ARE and Onyx Pharmaceuticals sponsored and actively supported a
number of employee transportation programs and services, including shuttles, transit subsidies, and
information was readily available on site, at company events, for new hires.
Shuttles.
Onyx provided two types of shuttles for its employees throughout its tenancy. The first was its own
private shuttle which transported employees from a central East Bay origin to the 249 E. Grand Avenue
campus. This service was provided free of charge to employees, and included several runs during the
peak commute periods.
ARE is also a developer-sponsor in the Alliance (commute.org) shuttle network. As such, Onyx
employees were allowed unlimited use of these area-wide shuttles that provide last mile servic e to
BART, Caltrain, and more recently, the SSF Ferry Terminal. To further incentivize the use of public
transit, Onyx offered a transit subsidy of $75 per month for those employees using BART, Samtrans,
Caltrain or the ferry system.
Verily’s private shuttle system is part of Google’s larger network of shuttles which has scores of vehicles
operating throughout the Bay Area. One of the key advantages to this network is its flexibility. Routes
and times are constantly adapting to changing conditions and needs, whether it is where employees are
choosing to live and/or new campuses opening, or the need to change routes.
Verily’s current planning calls for shuttles from San Jose, Mountain View, San Francisco and the East Bay.
Four shuttles service San Fra ncisco residents; four transport employees coming from Mountain View;
and one shuttle each from San Jose and the East Bay. The company’s projections of up to 40% of its
employee count using the shuttle network are grounded by historical data and current use. This is
nearly twice the volume of the previous tenant, Onyx Pharmaceuticals.
Transit.
The 249 E. Grand Avenue campus is part of the larger Oyster Point community built on the east side of
highway 101, several miles from the main BART and Samtrans transit corridors. Although the South San
Francisco Caltrain station is in the heart of Oyster Point and just a short walk from the 249 E. Grand
complex, it is not a highvolume station and therefore is not served by any of the Baby Bullet trains or
other transit providers. This limits its use as a transit hub; and instead, transit customers need a ‘last
mile’ connection to the Millbrae transit hub which accommodates BART, Caltrain, and SamTrans.
These ‘last mile’ services are provided by the Alliance (commute.org) shuttle network of which ARE is a
partner. Upon joining the network, a stop was established directly across the street from 249 E. Grand.
Transit, and particularly utilization of Caltrain, is one of the areas we expect to see a significa nt increase
in with Verily’s tenancy, for several reasons. First, a good portion of employees live along the Caltrain
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‘spine’ along the Peninsula/South Bay, or have easy access to the Caltrain terminus in San Francisco.
Especially for those from San Jose-Palo Alto areas, commuting on Caltrain and then shuttling, biking or
ride-sharing to the 249 E. Grand campus is a fast and easy trip. Many of its San Francisco-based
employees live in the SOMA (south of Mission area) and are either within walking distanc e or a short
ride of the Caltrain station at Fourth and King Street. Many San Francisco-based employees will be able
to use the SSF Caltrain station and walk or bike to the campus. Verily further incentivizes Caltrain by
providing GoPasses and/or BART Clipper Cards to its employees. Capacity, convenience, and frequency
will continue to improve with the renovations and new bicycle/pedestrian connection at the SSF station,
electrification of Caltrain, addition of new cars, and the opening of the TransBay Terminal in San
Francisco.
BART will offer employees living in other sections of San Francisco, the East Bay, and parts of the
Peninsula frequent and reliable service to the area. Again, the ‘last mile’ connectivity will be by shuttle,
ride-share or bike.
Carpooling and Ridematching.
This is one of the modes with the most potential to radically shift commute behavior as we look to the
future. New technology has led to entirely new modes, creating new possibilities for commuters.
Technology has ena bled three key features: 1) an ‘on-demand’ type of service in addition to more
traditional, 2) pre-scheduled service; and 3) the flexibility for users to directly reserve each trip
separately.
On-demand gives commuters the same type of door -to-door convenience that driving a car provides,
with the potential advantages of faster travel times by using HOV lanes, and lower costs of tolls, fuel,
etc., by sharing costs.
The flexibility of users being able to separate their trip to work from their trip home, is another key that
is transforming the shared-ride community. Many employees work different schedules throughout the
week. For instance, they may start work earlier once or twice a week (or occasionally, to accommodate
a meeting). They may not even know when they’ll be leaving work until mid-afternoon on some days.
Other days, they may have more regularity – to pick up children, attend a class, etc. The new
technology enables this kind of variation from day to day, and even within a single day, overcoming one
of the key barriers to traditional carpooling, which required static commitments and pre -arranged ‘ride
matching’ through 511 or another central source. Ridematching is now instant a nd provides a direct
match for a particular trip. Participants no longer need to scroll through what may have been a long list
of choices with 30 to 60 minute ‘windows’ of possibilities. Matches are made within 15-minute
windows.
Technology also gives commuters important information and choices. The newest carpooling apps let
commuters either offer to drive or ride; again; on a trip by trip basis. It allows riders to see drivers,
including the type of car they’ll be traveling in. It provides a rating system, so that bad drivers or
unpleasant experiences can be avoided for future rides. Sophisticated algorithms try to match drivers
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with riders within a few minutes of the most efficient route, which encourages having an adequate
inventory of drivers. These apps also make payment (or receiving payment for driving) pre-determined
and automatic. This makes it easy for employees to use (no separate billing, cash or other transaction is
needed); it also makes it simple for employers to either sponsor ride s or reimburse for actual use.
In addition to transforming the traditional ‘carpool,’ entirely new forms of ridesharing have taken hold
and are on the rise. Transportation network companies such as Lyft and Uber, are the ‘next generation’
of taxi service, offering on-demand, door to door service for all types of trips. They are providing ‘first
mile’ connections to transit (for example, over half of all Lyft trips in San Francisco are to transit hubs);
that ‘late’ connection home when transit is no longer running; trips for entertainment; to the airport;
and other destinations to avoid the hassle of driving and parking. These services are a thoughtful
complement for city dwellers and Millenials who may not own a car and prefer using active
transportation and transit for most trips. Again, technology allows employers to incentivize use as a
commute mode by establishing parameters such as geo-codes (trips that end at the work site, for
instance, or at a transit hub, between certain hours) that are eligible for reimbursement or partial
subsidy. It also allows employees to choose to augment this authorized use for other types of trips.
We also see TNC’s offering a variation on what has been the private shuttle market for the general
public. Companies like Chariot provide first and last mile connections to the general public in high
density areas. Rather than paying a private vendor for limited service to a particular location, some
companies pay the fare associated with a Chariot ride for their employees. For example, Chariot
provides service from the financial district and SOMA to several neighborhoods to the north and south,
which are not along a BART or SFMTA transit line. Employees can reserve a seat as needed (again, no
daily or minimum subscription is required) on services such as these, and some employers are either
partially or wholly funding those fares. Routes are often developed via organic crowdsourcing.
Verily employees are early adapters of new technology, and both appreciate and de mand flexibility.
Using alternative transportation is a priority for their employer, and TDM programs are highly valued
benefits. We would expect the ‘new’ generation of carpooling and shared ride options to complete the
spectrum of travel choices and fill any remaining gaps.
Guaranteed Ride Home
As part of the Alliance shuttle consortium, all of ARE’s tenants in participating buildings are
automatically covered by San Mateo County’s Guaranteed Ride Home program for employees who use
transit or other alternatives. In addition, Verily augments any GRH services as needed for its employees.
Information
Providing employees with easily accessible and omnipresent information about their options is a key
feature of successful TDM programs. To this end, ARE installed a digital information kiosk in the lobby at
249 E. Grand Avenue which showed a continuous loop of information about various programs: shuttle
schedules and BART connections, the availability of the noontime DASH taxi, and other relevant
informat ion.
249-279 E. Grand Avenue Updated Transportation
Demand Management Plan
2017
PREPARED BY SILVANI TRANSPORTATION CONSULTING 12
ARE and Verily are evaluating services such as TransitScreen, which are the latest generation real-time
public information resource. Services such as this integrate real time transit, bikeshare and traffic with
Uber, Lyft and other rideshare apps and availability. Verily also has its own set of internal
communications tools including web, apps, and digital signage to communicate transit options, real time
data, and other information.
Onyx Pharmaceuticals also provided new hires with detailed information about their transportation
options both during the interview and as part of new employee orientation. The company also
maintained a transportation section on its internal website.
Verily also has its own robust new employee transportation information/orientation program.
Events
ARE worked closely with Onyx Pharmaceuticals in the months prior to move -in, to inform employees
about their transportation options and opportunities. We participated in company events such as
health and benefits fairs and hosted an annual Tenant Appreciation event at which transportation
options were highlighted.
ARE will continue to work with Verily and any other subsequent tenants both prior to move -in and on an
ongoing basis, to keep transportation information current, visible and easily available, both in public
lobby areas and as part of employer websites, new hire packages, and other marketing means.
Commitments
The full spectrum of TDM requirements as well as goals, are clearly articulated in master lease
agreements for tenants in the 249 E. Grand Avenue project area. Any sub-leases, amendments,
extensions or other modifications to the master lease carry the same requirements. This ensures that all
current and prospective tenants are fully aware of what is required of them and a minimum level of
activity to satisfy the requirements. They are also aware that should the annual reporting requirement
fall short of expected performance, additional investments and commitments may be needed.
Employee Transportation Coordinator
Having a designated person employees can turn to as a resource for ‘all things transportation’ is an
important component in successful TDM programs. Sometimes this person is an outside vendor, a TMA
or contact at another business association; it is frequently a staff person within either the Human
Resources or Facilities department at the employer level. Because commuter transportation has
become such an important employee benefit, many companies house TDM within HR; when the
operation of direct service such as shuttles is a priority, programs are often under Facilities department
management.
249-279 E. Grand Avenue Updated Transportation
Demand Management Plan
2017
PREPARED BY SILVANI TRANSPORTATION CONSULTING 13
The Employee Transportation Coordinator is charged with making sure employees are aware of the
most current information about TDM programs offered; coordinating services and incentives, marketing,
and program monitoring and evaluation. They are the person with the answers when employees have a
question. They may be the liaison with other service providers such as shuttles and TNC’s. It’s
important that they are visible and available.
The requirement for tenants to designate a specific ETC is described in all leases; ARE will confirm the
designation for Verily and/or any subsequent tenants before occupancy. Currently, Verily will staff this
position from its Facilities Department.
Annual surveys and reports
The performance goals of this TDM Plan are clear. While the specific percentages within all modes will
change throughout the next decade, and it is likely that even more choices may come available, the
overall goal of at least a 32% alternative mode split will remain constant.
ARE and its tenants will ensure this performance through an annual monitoring program. Tenants may
have their own internal survey and evaluation practices; if so; those will be submitted to ARE for review
each Fall for inclusion in the Annual Report due to the City of South San Francisco. Should a tenant not
have its own methodology, ARE will implement an annual survey and evaluation of the TDM programs.
Surveys will follow the g enerally accepted practices of evaluating the number of auto trips, VMT,
number of vehicles on the road each day, fuel consumption and emissions, as well as overall mode split.
Surveys will be distributed to all employees and those non-responses will be c ounted as drive alone trips
by default.
In addition to generating quantitative data about mode split, these annual employee surveys will
provide qualitative data that will help ARE and its tenants refine and improve TDM programs as the
many variables of transportation evolve.
Survey results will be compiled into an Annual Report that discusses the status of each of the TDM
program elements and provides an update on the occupancy at the 249 E. Grand Avenue campus. This
report will be filed with the City by December of each calendar year.
Every three years, ARE will submit a reporting stating its achievement or failure to achieve the 32%
alternative mode use rate. If this target has not been achieved, the report will explain how and why,
and specify in detail what additional measures, activities and investments will be implemented in the
coming year(s) to improve utilization of alternative modes.
249-279 E. Grand Avenue Updated Transportation
Demand Management Plan
2017
PREPARED BY SILVANI TRANSPORTATION CONSULTING 14
Conclusion
When first adopted in 2006, the TDM Plan for the 249 E. Grand Avenue campus set a trend in South San
Francisco for being ambitious and forward-thinking. It was on the leading edge of establishing clearly
defined results-based metrics for transportation demand management programs that approach
employee commuting from a more holistic perspective.
In the past decade, much has changed both, in the local South San Francisco and Oyster Point
community and in the overall Bay Area , that affects employees’ commute preferences and patterns and
in the transportation choices that those employees have and make on a daily basis.
In the coming decade, the impetus for improvements in the transportation networks will continue as
more options become more seamless and convenient. The development of Oyster Point and other
adjacent communities, new Ferry service, electrification of Caltrain, expanded BART capacity and new
technology and ride -sharing modes will continue to converge in ways that will have significant impacts
on commuting behaviors.
ARE is confident that the 249 E. Grand Avenue campus will continue to meet its TDM obligations
through flexible programs and ongoing commitment of resources which may be reallocated and
reconfigured to meet evolving transportation needs.
Adavant
Consulting
200 Francisco St., Second Floor, San Francisco, California 94133
(415) 362-3552 Page 1
Memorandum
To: Terezia Nemeth, Vice President, Alexandria Real Estate Equities
From: José I. Farrán, PE
Date: May 9, 2017 – Revised Final Version
Re: 249-279 East Grand Avenue Project Trip Generation Analysis
This technical memorandum summarizes the transportation planning assessment performed by
Adavant Consulting at your request for an expanded Research and Development (R&D) project
being considered at 249-279 East Grand Avenue, in the City of South San Francisco. The main
purpose of this transportation assessment is to estimate the travel demand that would be
generated by the currently proposed development, compare it to the travel demand that would
have been generated by a previously approved development, and identify if the changes in
travel demand generated by the new proposal could result in new or substantially more severe
transportation impacts.
BACKGROUND
In July 2006, the South San Francisco City Council certified an environmental impact report for
the 249-279 East Grand Avenue project, which had been prepared in October 2005.1 The EIR
evaluated the potential transportation impacts of Alexandria Real Estate Equities’ (ARE)
proposed project to develop several research, development and office buildings at the site,
totaling 540,000 gross square feet (gsf); the “Original Project”. Three out of four phases of the
Original Project have been built to date, buildings 249, 259, and 269 on East Grand Avenue,
totaling approximately 402,000 gsf. In addition, 1,006 surface parking spaces are currently
being provided, at an average parking supply rate of 2.5 spaces per 1,000 gsf.
ARE now proposes to expand the Original Project to provide up to 70,270 additional gsf
(equivalent to 69,059 floor area square feet) at the site, primarily dedicated to laboratory and
R&D uses, for a total of 610,270 gsf; the “Modified Project”. The Modified Project also includes
a total onsite parking supply of 1,270 spaces (1,006 existing plus 264 new), representing an
overall rate of 2.08 spaces per 1,000 gsf. About 725 spaces will be available at a parking
structure, while the remaining 545 spaces will be provided at various surface lots.
1 City of South San Francisco 249 East Grand Avenue Project Environmental Impact Report, SCH No.
2005042121; prepared by Lampier Gregory; October 2005.
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METHODOLOGY AND ANALYSIS
The Final EIR certified by the City Council for the Original Project identified the number of daily,
AM and PM peak hour vehicle trips that the Original Project would generate, based on the 7th
Edition of the Trip Generation Manual2 prepared by the Institute of Traffic Engineers (ITE), the
most up-to-date source of data available at that time. The results are summarized in Table 1.
Table 1
249-279 East Grand Avenue – Original Project
Weekday Daily, AM and PM Peak Hour Trip Generation
Land Use
Size
(gross
sq. ft.)
Daily AM Peak Hour PM Peak Hour
Vehicle-
trip Rate
[a]
Vehicle-
trips
Vehicle-
trip Rate
[a]
Vehicle-
trips
Vehicle-
trip Rate
[a]
Vehicle-
trips
Office Use [b] 540,000 11.01 5,946 1.55 837 1.49 805
Moderate TDM
Peak Hour
Reduction (9.5 %)
-81 -76
Total two-way 5,946 1.40 756 1.35 729
- Inbound
- Outbound
50%
50%
2,973
2,973
87.8%
12.2%
664
92
17%
83%
124
605
Notes:
[a] Number of vehicle trips per 1,000 gross square feet; rates based on ITE Trip Generation Manual, 7th
Edition.
[b] ITE Land Use 710, General Office Building
Source: Table 13-10, p. 13-40, 249 East Grand Avenue Project EIR, October 2005.
As indicated in the table, the Original Project (540,000 gsf) would generate 5,946 daily vehicle
trips, of which 756 (13%) and 729 (12%) would occur during the AM and PM peak hours,
respectively. As also shown in the table, the travel demand estimates for the Original Project
were based on office uses rather than R&D. As stated in the Original Project EIR (p. 13-39),
this was done to provide a conservative trip generation estimate for environmental impact
analysis purposes, since vehicle trip generation for office has been found to be higher than for
R&D uses.
In addition, as reflected in Table 1, the travel demand estimates prepared for the Original
Project includes the assumption that a moderate TDM program would be implemented by the
project proponent, which would then reduce AM and PM peak hour traffic generation by 9.5
percent, compared to standard vehicle trip generation rates. Implementation of a TDM program
is required by the City of South San Francisco for all nonresidential developments expected to
generate 100 or more daily vehicle trips.
2 Trip Generation Manual, 7th Edition, Institute of Transportation Engineers, Washington DC, 2003.
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Revised Final Version May 9, 2017
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Since 2005, the ITE has been updating its Trip Generation Manual report regularly, and in 2012
published the 9th Edition,3 which includes a land use category specific for facilities devoted
mostly to R&D activities (LU 760 Research & Development Center). This land use and trip rate
category has been used in recent studies performed in South San Francisco, including the
environmental analyses conducted for the Oyster Point Specific Plan and Phase I project,4 and
the 328 Roebling Road project.5 Because ARE has dedicated the already occupied buildings of
the project to Verily, a Google-affiliated company dedicated to laboratory, R&D uses, and plans
to do the same with the proposed expansion, the application of the R&D ITE rate to calculate
the trip generation for the Modified Project is appropriate.
Table 2 summarizes the trip generation for the Modified Project (610,270 gsf) using the R&D
land use category as presented in the 9th Edition of the ITE Trip Generation Manual, assuming
the same 9.5 percent reduction in peak hour trips as in the Original Project, due to the
implementation of a moderate TDM Program.
Table 2
249-279 East Grand Avenue – Modified Project
Moderate TDM Program
Weekday Daily, AM and PM Peak Hour Trip Generation
Land Use
Size
(gross
sq. ft.)
Daily AM Peak Hour PM Peak Hour
Vehicle-
trip Rate
[a]
Vehicle-
trips
Vehicle-
trip Rate
[a]
Vehicle-
trips
Vehicle-
trip Rate
[a]
Vehicle-
trips
R&D use [b] 610,270 8.11 4,950 1.22 745 1.07 653
Moderate TDM
Peak Hour
Reduction (9.5 %)
-78 -61
Total two-way 4,950 1.11 677 0.97 592
- Inbound
- Outbound
50%
50%
2,475
2,475
83%
17%
561
116
15.5%
84.5%
92
500
Notes:
[a] Number of vehicle trips per 1,000 gross square feet; rates based on ITE Trip Generation Manual, 9th
Edition.
[b] ITE Land Use 760, Research and Development Center.
Sources: Institute of Transportation Engineers, Adavant Consulting.
3 Trip Generation Manual, 9th Edition, Institute of Transportation Engineers, Washington DC, 2012.
4 Table 16.10, p. 16-17, Oyster Point Specific Plan and Phase I Project Environmental Impact Report SCH No.
2010022070, prepared for the City of South San Francisco, Department of Economic and Community
Development by Lampier Gregory; January 2011.
5 328 Roebling Road project Traffic Study, prepared for the City of South San Francisco, Department of
Economic and Community Development by Crane Transportation Group, October 2011.
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Revised Final Version May 9, 2017
P17001 Page 4
As shown in Table 2, the Modified Project would generate fewer daily and PM peak hour trips
than the Original Project, when evaluated as a R&D use. Specifically the total number of trips
generated daily by the Modified Project would be about 17 percent lower (4,950 vs 5,946), while
the number of trips generated during the PM peak hour would be about 19 percent lower (592
vs 729). In addition, there would be fewer inbound and outbound trips generated by the
Modified Project during the PM peak hour, compared to the Original Project (92 vs 124, and 500
vs 605).
Table 2 also shows that in the AM peak hour, although the Modified Project would generate
fewer trips than the Original Project in the inbound direction (561 vs 664), the number of
outbound trips would be higher (116 vs 92). This is due to the difference in travel patterns
observed for R&D employees who generally operate under different work schedules than
traditional office, resulting in employees traveling outside the typical commuter hours and
prevailing traffic flow directions (inbound to work in the morning and outbound from work in the
evening).
EXPANDED TRAVEL DEMAND MANAGEMENT PLAN
The City of South San Francisco allows for variable reductions in peak hour vehicle trip
generation during the peak hours, based on the extent and expected effectiveness of a
development project’s TDM plan. As previously indicated in this document, the transportation
analysis conducted as part of the environmental clearance for the Original Project, included
implementation of a substantial TDM plan, and estimated a 9.5 percent reduction in vehicle trip
generation during the AM and PM peak hours. This was a very conservative analysis
assumption, taking into account that the measures and programs included in the TDM plan
developed for the Original Project met the goal identified by the City's TDM Ordinance of at
least 34.5 percent of all the trips using a mode of travel other than driving alone Table B-5,
Appendix B of the EIR).
South San Francisco has a menu of potential TDM measures, each with a specific number of
points that relate to each program’s effectiveness. As a result, the environmental evaluation of
development projects in the City have assumed various peak hour vehicle trip reductions
ranging from 9.5 percent for implementation of a moderate set of TDM measures, to 25 percent
for implementation of a long-term, intensive TDM plan (e.g. at Genentech). Specifically, the
environmental analysis of the Oyster Point Specific Plan and Phase I Project established a 20
percent (near term) to 25 percent (long term) trip generation credit for the R&D uses included in
that project.6
6 Tables 16.10 (p. 16-17) and 16.14 (p. 16-24), Oyster Point Specific Plan and Phase I Project Environmental
Impact Report SCH No. 2010022070, prepared for the City of South San Francisco, Department of Economic
and Community Development by Lampier Gregory; January 2011.
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To this end, transportation data collected as part of the monitoring of the current TDM plan at
the 249-269 East Grand Avenue site7 indicates that 30 percent of the current employees arrive
at the project site in single-occupant vehicles, while 70 percent of them use alternative modes
(shuttle buses, carpools, public transportation, and bicycles) to get to work. Thus, the current
TDM plan already accomplishes a much higher target than the 9.5 percent TDM Plan reduction
estimated in the Original Project EIR.
Furthermore, as part of the development of the Modified Project, ARE as a master developer
has been updating and expanding its TDM plan for the site. The plan is based on expanding
TDM strategies that have been most successful at their existing nearby properties as well as
utilizing more current data about the changing nature of the workforce, commute preferences,
and how specific transportation modes have been evolving, including local conditions in South
San Francisco.
The updated TDM plan builds on the robust measures included in the TDM measures that had
been approved for the Original Project (including such measures as reduced parking, on-site
pedestrian and bicycle amenities, an on-site transportation coordinator, and participation in the
Alliance-managed shuttle bus programs), and includes an expansion of shuttle services to
nearby transit hubs where expanded transit capacity and service is being planned (e.g. BART
and Caltrain), potential expansion of ferry service to/from Oyster Point, and the expected
increase in technologically advanced on-demand ride-sharing services for commuters.
As a result, the TDM plan being developed for the Modified Project is expected to reach a goal
of at least 40 percent of all the trips using a mode of travel other than driving alone. As reported
as part of the monitoring of the TDM plan, alternative mode use rates of 40 percent and higher
are not uncommon in the area, with Genentech consistently averaging between 41 and 45
percent use of alternative modes over the last five years.
Therefore, it would be reasonable to expect a higher percentage reduction of peak hour trips for
the Modified Project than those estimated for the Original Project, at the very least similar to the
reduction previously assumed for the R&D uses included in the Oyster Point Specific Plan and
Phase I Project EIR (i.e. up to 25 percent). Table 3 provides a trip generation summary for the
Modified Project, assuming a 25 percent peak hour vehicle trip reduction factor.
7 249-269 East Grand Avenue Mode Split Data, Technical Memorandum from Wendy Silvani, Consultant, to
Terezia Nemeth, Vice President, Alexandria Real Estate Equities; February 16, 2017.
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Revised Final Version May 9, 2017
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Table 3
249-279 East Grand Avenue – Modified Project
Expanded TDM Program
Weekday Daily, AM and PM Peak Hour Trip Generation
Land Use
Size
(gross
sq. ft.)
Daily AM Peak Hour PM Peak Hour
Vehicle-
trip Rate
[a]
Vehicle-
trips
Vehicle-
trip Rate
[a]
Vehicle-
trips
Vehicle-
trip Rate
[a]
Vehicle-
trips
R&D use [b] 610,270 8.11 4,950 1.22 745 1.07 653
Expanded TDM
Peak Hour
Reduction (25 %)
-183 -165
Total two-way 4,950 0.92 562 0.80 488
- Inbound
- Outbound
50%
50%
2,475
2,475
82.5%
17.5%
464
98
15%
85%
73
415
Notes:
[a] Number of vehicle trips per 1,000 gross square feet; rates based on ITE Trip Generation Manual, 9th
Edition.
[b] ITE Land Use 760, Research and Development Center.
Sources: Institute of Transportation Engineers, Adavant Consulting.
As shown in Table 3, the Modified Project would continue to generate fewer daily and PM peak
hour trips than the Original Project, as well as fewer inbound project trips during the AM peak
hour (464 vs 664). The Modified Project would generate six additional outbound vehicle trips
during the AM peak hour, compared to the Original Project (98 vs 92).
PROJECT PARKING DEMAND
According to recent surveys conducted at the site8, existing parking supply is underutilized.
Parking utilization surveys conducted on two separate weekdays in January and February 2017
show that a maximum of 26 percent of all the parking spaces available (262 spaces out of a
total of 1,006 spaces) are occupied at midday, the peak parking demand period. This
represents a parking demand rate of approximately 0.65 parking spaces per 1,000 gsf (262
occupied spaces for 402,000 gsf of development at buildings 249, 259, and 269 on East Grand
Avenue).
Thus, the overall parking supply rate of 2.08 spaces per 1,000 gsf of development being
proposed by the Modified Project (1,270 spaces) would be more than sufficient to accommodate
the expected total future parking demand of less than 400 spaces (610,270 gsf of development
at a parking demand rate of 0.65 parking spaces per 1,000 gsf). The proposed parking supply
will also be able to accommodate the demand, even in the unlikely event that the parking
demand rate were to triple, when compared to existing conditions.
8 249-269 East Grand Avenue Mode Split Data, Technical Memorandum from Wendy Silvani, Consultant, to
Terezia Nemeth, Vice President, Alexandria Real Estate Equities; February 16, 2017.
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P17001 Page 7
TRANSPORTATION ASSESSMENT
The implementation of the Modified Project with an expanded TDM plan would not be expected
to substantially change the conclusion reached in the Original Project EIR. The overall
reduction in daily (17 percent) and PM peak hour (19 to 33 percent) vehicle trips would result in
better traffic conditions during these periods, than those presented in the EIR. Similarly, with a
25 percent TDM reduction credit, the expected 30 percent decrease in inbound vehicle trips
generated by the Modified Project during the AM peak hour, compared to the Original Project
(464 vs 664), would also result in better traffic conditions than previously analyzed.
The Original Project EIR identified one significant and unavoidable project traffic impact at the
US 101 southbound off-ramp to the Oyster Point Boulevard/Gateway Boulevard intersection
during the PM peak hour. The impact was caused by the addition of 213 project vehicle trips
(from 4,880 to 5,093 vehicles) during the PM peak hour. The expected reduction in the number
of project vehicles, resulting from the implementation of the Modified Project with an expanded
TDM program would reduce the severity of this traffic impact by the decreasing the number of
project vehicle trips expected at this location from 213 (4.4 percent of the total traffic at the
intersection) to about 149 (3.1 percent of the total traffic). Although less severe, the project
impact would still be considered significant and unavoidable, since the expected project traffic at
this location would remain above the City of South San Francisco threshold of 2 percent of the
total traffic.
The addition of six vehicles during the AM peak hour as a result of the Modified Project (one
vehicle every ten minutes on average) in the outbound non-prevailing commuter direction would
not result in any significant project or cumulative transportation impacts beyond what was
identified in the Original Project EIR, as the six-vehicle increase would fall within the typical daily
variations of traffic in the area.
In addition, although the Modified Project would reduce the parking supply rate from the existing
2.5 spaces per 1,000 gsf to 2.08 spaces per 1,000 gsf, the overall parking supply being
provided by the Modified Project (1,270 spaces) would be more than sufficient to accommodate
the expected total future parking demand of less than 400 spaces.
Thus, the proposed Modified Project would represent an overall reduction in the number of
vehicle trips occurring at the project site compared to the Original Project, with a modest (six
vehicles) increase in the number of outbound vehicle trips occurring during the AM peak hour.
Therefore, its implementation would not be expected to create any significant project or
cumulative transportation impacts beyond what was identified in the Original Project EIR.
Recording Requested By:
City of South San Francisco
Office of the City Clerk
When Recorded Mail To:
City Clerk Department
City of South San Francisco
PO Box 711
South San Francisco, CA 94083
EXEMPT FROM RECORDING FEES
PER GOVERNMENT CODE § 6103, 27383
APN: 015- 050 -440, 015- 050 -450
2007- 018093 C 0 N F
09:00am 02/05/07 AG Fee: NO FEE
Count of pages 56
Recorded in Official Records
County of San Mateo
Warren Slocum
Assessor - County Clerk- Recorder
11 11I 1 111 II II III 11 II 11111111 11 1 1
2 0 0 7 0 0 1 8 0 9 3 A R*
NO DOCUMENTARY TRANSFER TAX DUE
This Space for Recorder's Use Only
ORDINANCE NO. 1372 -2006
AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMNT WITH ARE -
SAN FRANCISCO NO. 12, LLC, FOR A FOUR BUILDING RESEARCH AND
DEVELOPMENT COMPLEX ON A 15.75 -ACRE SITE LOCATED AT 249 EAST
GRAND AVENUE IN THE CITY OF SOUTH SAN FRANCISCO
ORDINANCE NO. 1372 -2006
AN ORDINANCE ADOPTING A DEVELOPMENT
AGREEMENT WITH ARE -SAN FRANCISCO NO. 12, LLC, FOR
A FOUR - BUILDING RESEARCH AND DEVELOPMENT
COMPLEX ON A 15.75 -ACRE SITE LOCATED AT 249 EAST
GRAND AVENUE IN THE CITY OF SOUTH SAN FRANCISCO
WHEREAS, on June 15, 2006, the Planning Commission approved Use Permit UP05-
0005 to construct a four - building office /R and D complex on a 15.75 -acre site located at 249
East Grand Avenue, and
WHEREAS, the applicant has requested approval of a Development Agreement which
would clarify and obligate several project features and mitigation measures including public art,
rails -to- trails improvements, and mitigation fees for traffic impacts, and
WHEREAS, the four 3- to 5 -story buildings totaling approximately 534,500 square feet,
with 5,500 square feet of ancillary retail space and a four -level parking garage constitutes the
present proposed development and is the project ( "Project ") subject to the terms of the
Development Agreement ( "Agreement "), and
WHEREAS, an Environmental Impact Report has been prepared which evaluates the
significant and potentially significant impacts of the development, the growth inducing impacts
of the development, the cumulative impacts of the development, and alternatives to the proposed
project, and
WHEREAS, for those impacts identified in the Environmental Impact Report as
significant and unavoidable, a Statement of Overriding Considerations has been prepared,
indicating that the benefits of the Project outweigh the significant unavoidable effects, and
WHEREAS, an earlier Statement of Overriding Considerations approved by the City
Council for the update to the City's General Plan would also apply to the subject property, and
WHEREAS, pursuant to Municipal Code section 19.60.050, the Director of Economic
and Community Development reviewed the application for the Agreement and found the
proposed Agreement to be in the proper form, determined that the application was complete, and
referred the application and Agreement to the Planning Commission for a public hearing, and
WHEREAS, following properly noticed public hearings held on December 15, 2005 and
May 4, 2006, the Planning Commission held a properly noticed public hearing on June 15, 2006,
on the proposed Agreement for the 249 East Grand Avenue Agreement and recommended that
the City Council approve the Agreement, and
WHEREAS, on July 12, 2006, pursuant to Municipal Code section 19.060.110 the City
Council conducted a property noticed public hearing on the proposed Agreement for the project.
NOW THEREFORE, the City Council of the City of South San Francisco does hereby
ordain as follows:
SECTION 1. Findings
A. 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 Project provides for four 3- to 5 -story buildings totaling
approximately 534,500 square feet, with 5,500 square feet of ancillary retail space
and a four -level parking garage as part of an office and research and development
complex in the Planned Industrial (P -1) Zoning District. The proposed project
complies with all zoning, subdivision and building regulations and with the
objectives, policies, general land uses and programs specified in the General Plan.
B. The City Council has independently reviewed the proposed Development
Agreement, the certified and adopted Housing Element, the General Plan,
Chapters 20.78 and 20.84 of the Zoning Ordinance, Title 15 of the Municipal
Code, and applicable state and federal law and has determined that the proposed
Development Agreement for the Project 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.
C. 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 Agreement
states that the Agreement shall expire ten years from the effective date of the
Agreement, which shall be concurrent with the adoption of the instant ordinance.
D. The proposed Development Agreement incorporates the permitted uses, density
and intensity of use for the property subject thereto as reflected in the approved
Conditional Use Permit UP05 -0005 by reference. 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 set forth the development
standards and the documents constituting the Project.
E. 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.
CFC'TTCIN
The City Council of the City of South San Francisco hereby approves the proposed
Development Agreement with ARE -SAN FRANCISCO NO. 12, LLC, attached hereto as Exhibit
A and incorporated herein by reference.
SECTION 3. Severability.
In the event any section or portion of this ordinance shall be determined invalid or
unconstitutional, such section or portion shall be deemed severable and all other sections or
portions hereof shall remain in full force and effect.
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 days from and after
its adoption.
Introduced at a regular meeting of the City Council of the City of South San Francisco,
held the 12'h day of July 2006.
Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the
City Council held the 26`b day of July 2006, by the following vote:
AYES: Councilmembers Mark N. Addiego Pedro Gonzalez and Kpal Matsumoto Vice
Mayor Richard A. Garbarino and Ma or Joseph A. Fernekes
NOES: None
ABSTAIN: N
ABSENT:
ATTEST: /s/ Sylvia M. Payne
City Clerk
As Mayor of the City of South San Francisco, I do hereby approve the foregoing
Ordinance this 26b day of July 2006.
s/ Joseph A. Fernekes
Mayor
STATE OF CALIFORNIA j SS
COUNTY OF SAN MATEO I
1, Sylvia M, Payne, City Clerk of the city of South San
Francisco, County of San Mateo, State of California; an ex- officio
Clerk of the City Council thereof, do hereby certify that the above and
foregoing is a full, true and correct copy of
the original of which is on file in my office, and that I have carefully
compared the same with the original.
IN WITNESS WHEREOF I have hereunto set my hand and the sn.fl
of the City of South San Francisco this_, G& * day of 20-OL
SYLVIA M. PAYNE
City Clerk and Ex- officio Clerk of the City Council of the 0 of
South San Francisco
By
City Clem
By
Deputy City Clerk
Exhibit A to Ord. 1372 -2006
DEVELOPMENT AGREEMENT
249 East Grand Avenue Office /Research and Development Project
This DEVELOPMENT AGREEMENT FOR THE 249 EAST GRAND AVENUE
OFFICE/RESEARCH AND DEVELOPMENT PROJECT ( "PROJECT ") is dated July 26, 2006
Agreement'), between ARE -SAN FRANCISCO NO. 12, LLC, a Delaware limited liability
company ( "Owner "), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation
organized and existing under the laws of the State of California ( "City "). Owner and City are
collectively referred to herein as "Parties."
RECITALS
A. WHEREAS, California 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, ARE -San Francisco No. 12, LLC, the Owner, has a legal interest in the real
property subject to this Agreement; and,
C. 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,
establishing procedures and requirements for adoption and execution of development
agreements; and,
D. WHEREAS, this Agreement concerns property consisting of a 15.75 -acre site located at
249 East Grand Avenue, as shown and more particularly described in Exhibit A attached hereto
and incorporated herein by reference ( "Property "); and,
E. WHEREAS, the Owner['s parent company] has submitted a development proposal to the
City, commonly known as the 249 East Grand Office /Research and Development Project,
consisting of construction of four 3- to 5 -story office /research and development buildings,
totaling approximately 534,500 square feet, with 5,500 square feet of ancillary retail space and a
four -level parking garage, as depicted on the 249 East Grand Plan Set, dated
prepared by [Dowler- Gruman Architects], including application for a Use Permit dated
Zpp& , attached hereto as Exhibit B and incorporated herein by reference ( "Plan
Set'), to be located on the Property ( "Project'); 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 Project; and,
G. WHEREAS, all proceedings necessary for the valid adoption and execution hereof have
taken place in accordance with Government Code Sections 65864 through 65869.5, the
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249 East Grand Avenue DA July 12, 2006
California Environmental Quality Act and Chapter 19.60 of the South San Francisco 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 July 26, 2006, the City Council adopted Ordinance No. 1372 -2006,
approving and adopting this Agreement and the Ordinance thereafter took effect on August 25,
2006.
AGREEMENT
NOW, THEREFORE, the Parties, pursuant to the authority contained in Government
Code Sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco Municipal
Code and in consideration of the mutual covenants and agreements contained herein, agree as
follows:
Effective Date
Pursuant to Section 19.60.140 of the South San Francisco Municipal Code,
notwithstanding the fact that the City Council adopts an ordinance approving this
Agreement, the 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 ( "Effective Date ").
2. Duration
This Agreement shall expire ten (10) years from the Effective Date of this Agreement,
but in no event later than December 31, 2017. In the event that litigation to which the
City is a party against the Owner, or any of its officers, agents, employees, contractors,
representatives or consultants, should delay implementation or construction of the Project
on the Property, 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 shall consist of four Office /Research and Development buildings totaling
approximately 534,500 square feet, 5,500 square feet of ancillary retail space, a four -level
parking garage, and related improvements as provided in the Plan Set and as approved by
the City Council.
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249 East Grand Avenue DA July 12, 2006
a) The permitted uses, the density and intensity of uses, the maximum heights,
locations and total area of the proposed buildings, the development schedule, 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, Use Permit, Development Plan,
Environmental Impact Report, this Agreement (as approved by the City Council)
and the applicable ordinances in effect as of the Effective Date (including, but not
limited to, the applicable provisions of the South San Francisco 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) Upon such grant of right, no future amendments to the City General Plan, the City
Zoning Code, the City 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 that are not in conflict with and do not prevent the
development proposed in the Plan Set and 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) The Use Permit granted by City shall not require an extension during the term of
this Agreement provided Owner is not in material breach of the terms of this
Agreement or the Conditions of Approval for said Use Permit.
4. Permits For Project
Owner shall submit a Development Plan for development of the Project 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 improvements required for
each phase of the Project. In connection with said Development Plan, Owner shall
provide to the City an Irrevocable Letter of Credit substantially in the form attached as
Exhibit C, reasonably approved by the City Attorney, in an amount equal to One Hundred
Twenty Five Percent (125 %) of the estimated reasonable costs to construct the
landscaping and common improvements identified in the approved Development Plan for
the phase to be covered by the grading permit. Said Letter of Credit shall be submitted
within sixty (60) days of receiving a grading permit for any phase of the Project. The City
may draw under the Letter of Credit as provided below to complete the landscaping and
common improvements and to reimburse the City for costs related thereto. The Letter of
Credit shall be reduced as the landscaping and common improvements are completed by
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Owner and accepted by City in an amount equal to the completed improvements and
landscaping's proportionate share of the original estimated reasonable costs to construct
the landscaping and common improvements identified in the approved Development Plan
for the phase to be covered by the grading permit.
If Owner fails to complete the landscaping and common improvements for a phase of the
Project prior to Owner's application for a Certificate of Occupancy for any building in the
next phase of the Project or Owner fails to complete the landscaping and common
improvements for the final phase of the Project prior to Owner's application for a
Certificate of Occupancy for the final building to be constructed as part of the Project,
City may give Owner written notice of such failure and City shall be entitled to withdraw
funds from the Letter of Credit and complete said landscaping and common
improvements if Owner does not so complete the same within 90 days after receiving
City's notice of such failure. City shall also be entitled to draw funds under the Letter of
Credit in the event Owner obtains a grading permit for any phase of the Project and (1)
Owner fails to request a building permit or Certificate of Occupancy for any building
within that phase by December 31, 2016; or (2) Owner fails to complete the landscaping
and common improvements for that phase by December 31, 2016.
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 or other certificates or approvals 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 Uniform Codes, the South San Francisco Municipal Code,
CEQA requirements, including any required mitigation measures, governing
issuance of such permits or certificates and Federal and State Laws; and,
c) Owner has obtained Design Review approval for the Project, including required
approval of Landscaping and Common Improvements; 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 only, Owner has completed, and City has
approved, the landscaping and common improvements for earlier phases of the
Project.
5. Vesting of Approvals
Upon the City's approval of the Design Review, Parcel Map, Planned Unit Development,
Transportation Demand Management Plan, Use Permit and this Agreement, such
approvals shall vest in Owner and its successors and assigns for the term of this
Agreement, provided that the successors and assigns comply with the terms and
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conditions of all of the foregoing, including, but not limited to, submission of insurance
certificates and bonds for the grading of the Property and construction of improvements.
6. 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 Property in
accordance with the terms of this Agreement. Accordingly, the Owner and 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
implementation of this Agreement and development of the Property in accordance with
the terms of this Agreement. The City shall proceed in an expeditious manner to
complete all actions required for the 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
Property, and inspecting and providing acceptance of or comments on work by
Owner that requires acceptance or approval by the City.
Owner, in a timely manner, shall provide City with all documents, applications, plans and
other information necessary for the City to carry out its obligations hereunder and to
cause its planners, engineers and all other consultants to submit in a timely manner all
necessary materials and documents.
7. Acquisition of Other Property; Eminent Domain
In order to facilitate and insure development of the Project in accordance with the Plan
Set and the City Council's approval, the City may assist Owner, at Owner's request and
at Owner's sole cost and expense, in acquiring any easements or properties necessary for
the satisfaction and completion of any off -site components of the Project required by the
City Council to be constructed or obtained by Owner in the Council's approval of the
Project and the Plan Set, in the event Owner is unable to acquire such easements or
properties or is unable to secure the necessary agreements with the applicable property
owners for such easements or properties. Owner expressly acknowledges that the City is
under no obligation to use its power of Eminent Domain.
8. Maintenance Obligations on Property
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, and to provide erosion control, and other
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requirements set forth in the South San Francisco Municipal Code, subject to City
approval.
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 Owner's Association and
submit Conditions, Covenants and Restrictions ( "CC &Rs ") to the City for review
and approval by the City Attorney. Said CC &Rs shall satisfy the requirements of
Municipal Code section 19.36.040.
b) Any provisions of said CC &Rs governing the Project relating to the maintenance
obligations under this section shall be enforceable by the City.
9. Fees
No fee requirements (except those identified herein) imposed by the City on or after the
Effective Date of this Agreement and no changes to existing fee requirements (except
those currently subject to annual increases as specified in the adopting or implementing
Resolutions and Ordinances) that occur on or after the Effective Date of this Agreement,
shall apply to the Project. Owner shall not be responsible for any fees imposed by the
City in connection with the development and construction of the Project, except as
otherwise set forth in this Agreement, the Use Permit, the Planned Unit Development
Permit, and those in existence as of the Effective Date of this Agreement.
a) Revised Application Fees. 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 (1) such fees have general applicability; (2) the
application of such fees to the Property is prospective; and (3) the application of
such fees would not prevent development in accordance with this Agreement.
10. New Taxes
Any subsequently enacted city -wide taxes shall apply to the Property provided that: (1)
the application of such taxes to the Property is prospective; and (2) the application of
such taxes would not prevent development in accordance with this Agreement.
11. Assessments
Nothing herein shall be construed to relieve the Property from common benefit
assessments levied against it and similarly situated properties by the City pursuant to and
in accordance with any statutory procedure for the assessment of property to pay for
infrastructure and /or services which benefit the Property.
12. Additional Conditions
Owner shall comply with all of the following requirements:
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249 East Grand Avenue DA July 12, 2006
a) Traffic Impact Fees. Owner shall pay the following Traffic Impact Fees:
1. Oyster Point Overpass Fees — Oyster Point Overpass fees shall be
determined based on the application of the formula in effect as of the time
such Oyster Point Overpass Fees become due and payable. The City and
developer agree that the approximately 5,500 sq. ft. of ancillary retail
space will be treated as "General Office Building" for purposes of
calculating the Oyster Point Overpass fees.
2. East of 101 Traffic Impact Fee — East of 101 Traffic Impact fees shall be
determined based on the application of the formula in effect as of the time
such East of 101 Traffic Impact Fees become due and payable. The City
and developer agree that the approximately 5,500 sq. ft. of ancillary retail
space will be treated as "Office /R &D" for purposes of calculating the East
of 101 Traffic Impact Fee.
b) Rails to Trails Improvements.
1. Should the rail corridor abutting the north boundary of the Property, and
identified in the General Plan as a future bike path, become available for
public use prior to July 31, 2011, the City may elect, at the City's option to
be exercised in the City's reasonable discretion, to have Owner either
install the improvements described in subsection 12(b)l.i. below for the
portion of the corridor that directly abuts the Property or provide the cost
estimates and funds described in subsection 12(b)2. below. The City shall
give Owner written notice of its election.
i. If the City so elects, Owner shall install improvements at its sole
cost and expense for the portion of the corridor that directly abuts
the Property. Said improvements shall include, but not be limited
to, paving, lighting, and landscaping of a design and scope
consistent with standard portions of the City's then existing Rails
to Trails corridor of the Bay Trail.
ii. Pursuant to Owner's obligation to install said improvements,
Owner shall submit plans, including a cost estimate, for the
improvements, to the City for review and approval. Owner shall
complete construction of said improvements by the later of (A) the
date that is two (2) years after the City gives Owner written notice
that the City has elected to have Owner construct said
improvements, and (B) December 31, 2013.
2. If the City does not elect to have Owner construct the improvements
described in subsection 12(b) Li. above or the rail corridor abutting the
north boundary of the Property does not become available for public use
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249 East Grand Avenue DA July 12, 2006
prior to July 31, 2011, then, prior to expiration of the Development
Agreement:
i. Owner shall (1) provide City with a cost estimate, subject to City
review and approval, of the costs that would be required for the
improvements described in subsection 12(b)1. above; and (2)
provide to the City the funds described in the cost estimate, to be
used by the City solely to upgrade substandard portions of the
City's then existing Bay Trail.
ii. Owner shall provide said cost estimate and funds prior to issuance
of a Certificate of Occupancy for the final building to be
constructed as part of the Project, but no later than December 31,
2013.
3. 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 abutting the north boundary of the Property, Owner agrees not
to oppose the formation of such a district.
c) Public Art Contribution. Owner shall install and provide artwork for public
display in the Project. Said artwork shall cost in the aggregate no less than Five
Hundred Forty Thousand Dollars ($540,000), and shall be installed on the Project
site on or before the earlier of (i) the date on which Owner receives a Certificate
of Occupancy for the final building to be constructed as part of the Project, and
ii) December 31, 2014.
The artwork to be installed by Owner shall be subject to the reasonable approval
of the City of South San Francisco prior to installation. Artwork installed pursuant
to this section shall be maintained by Owner or, in the event Owner's interest in
the property is conveyed or subdivided, by Owner's successors, or, if applicable,
by the Owner's Association for the Project. If an association of owners is created,
said maintenance obligations and a budget related thereto shall be included in the
CC &Rs for the Project. If Owner fails to complete installation of the required
artwork on or before December 31, 2014, Owner shall be required to pay an in-
lieu fee for such artwork in the amount of Five Hundred Forty Thousand Dollars
540,000), less the documented cost of any public artwork actually installed by
Owner in the Project provided the art work installed by Owner was approved by
the City prior to installation. In the event the art in -lieu fee is paid, the costs /value
of the artwork to be installed shall be adjusted annually on January 1St beginning
in 2007 in an amount equal to the lesser of (x) the percentage change in the
Engineering News Record Construction Costs Index for the San Francisco Bay
Area, and (y) three percent (3 %). The in -lieu fee shall be paid on or before
January 31, 2015.
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249 East Grand Avenue DA July 12, 2006
d) Transportation Demand Management. _ Owner shall prepare an annual
Transportation Demand Management (TDM) report, and submit same to City, to
document the effectiveness of the TDM plan in achieving the goal of 32%
alternative mode usage by employees within the Project. The TDM report will be
prepared by an independent consultant, retained by City with the approval of
Owner (which approval shall not be unreasonably withheld or delayed) and paid
for by Owner, which consultant will work in concert with Owner's TDM
coordinator. The TDM report 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. All non - responses will be
counted as a drive alone trip.
TDM Reports: The initial TDM report for each building on the Property
will be submitted two (2) years after the granting of a Certificate of
Occupancy with respect to the building, and this requirement will apply to
all buildings on the Property except the parking facilities. The second and
all later reports with respect to each building shall be included in an
annual comprehensive TDM report submitted to City covering all of the
buildings on the Property which are submitting their second or later TDM
reports.
i. Report Requirements: The goal of the TDM program is to encourage
alternative mode usage, as defined in Chapter 20.120 of the South San
Francisco Municipal Code. The initial TDM report shall either: (1)
state that the applicable property has achieved 32% alternative mode
usage, providing supporting statistics and analysis to establish
attainment of the goal; or (2) state that the applicable property has not
achieved the 32% 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 attain
the TDM goal of 32% alternative mode usage.
ii. Penalty for Non - Compliance: If, after the initial TDM report,
subsequent annual reports indicate that, in spite of the changes in the
TDM plan, the 32% alternative mode usage is still not being achieved,
or if Owner fails to submit such a TDM report at the times described
above, City may assess Owner a penalty in the amount of Fifteen
Thousand Dollars ($15,000.00) per year for each percentage point
below the minimum 32% alternative mode usage goal.
a. In determining whether a financial penalty is appropriate, City may
consider whether Owner has made a good faith effort to meet the
TDM goals.
b. If 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
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249 East Grand Avenue DA July 12, 2006
imposed within the first three (3) years of the TDM plan
commencing with the first year in which a penalty could be
imposed), such penalty sums, in the City's sole discretion, may be
used by Owner toward the implementation of the TDM plan
instead of being paid to City. If the penalty is used to implement
the TDM Plan, an Implementation Plan shall be reviewed and
approved by the City prior to expending any penalty funds.
c. 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 and
Research and Development use permitted to be constructed on the
Property. For example, if there is 200,000 square feet of completed
construction on the Property included within the TDM report with
respect to which the penalty is imposed, the penalty would be
determined by multiplying Fifteen Thousand Dollars ($15,000.00)
times a fraction, the numerator of which is 200,000 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 percentage points below the 32%
alternative mode usage goal.
d. The provisions of this section are incorporated as Conditions of
Approval for the Project and shall be included in the approved
TDM for the Project.
13. Indemnity
Owner agrees to indemnify, defend (with counsel selected by City subject to the
reasonable approval of Owner) and hold harmless City, and its elected and appointed
councils, boards, commissions, officers, agents, employees, and representatives from any
and all claims, costs (including legal fees and costs) and liability for any personal injury
or property damage which may arise directly or indirectly as a result of any actions or
inactions by the 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, provided that Owner shall have no
indemnification obligation with respect to gross negligence or willful misconduct of City,
its contractors, subcontractors, agents or employees or with respect to 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 provided in an improvement
agreement or maintenance bond).
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14. Interests of Other Owners
Owner has no knowledge of any reason why Owner, and any other persons holding legal
or equitable interests in the Property as of the Effective Date of this Agreement, will not
be bound by this Agreement.
15. 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 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 hereunder shall occur without the prior written
notice to City and approval by the City Manager, which approval shall not be
unreasonably withheld or delayed. The City Manager shall consider and decide
the matter within 10 days after Owner's notice, provided all necessary documents,
certifications and other information are provided to the City Manager.
c) Exception for Notice. Notwithstanding Section 15(b), Owner may at any time,
upon notice to 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 hereunder to: (i) any subsidiary, affiliate, parent or other entity which
controls, is controlled by or is under common control with Owner, (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 by merger,
consolidation, non - bankruptcy reorganization or government action. As used in
this paragraph, "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 (c)) or otherwise.
d) Release Upon Transfer. Upon the transfer, sale, or assignment of all of Owner's
rights, interests and obligations hereunder pursuant to Section 15(a), Section 15(b)
or Section 15(c) of this Agreement, Owner shall be released from the obligations
under this Agreement, with respect to the Property transferred, sold, or assigned,
arising subsequent to the date of City Manager 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
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249 East Grand Avenue DA July 12, 2006
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
Sections 15(a) and 15(c), 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 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 and Section 15(b) shall not release the Owner from its
obligations to the City under this Agreement until such time as the City is
provided notice in accordance with Section 15(b).
16. Insurance
a) Public Liability and Property Damage 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 ten thousand
dollars ($10,000.00) per claim. The policy so maintained by Owner shall name
the City as an additional insured and shall include either a severability of interest
clause or cross - liability endorsement.
b) Workers Compensation Insurance. During the term of this Agreement Owner
shall maintain Worker's Compensation insurance for all persons employed by
Owner for work at the Project site. Owner shall require each contractor and
subcontractor similarly to provide Worker's Compensation insurance for its
respective employees. Owner agrees to indemnify the City for any damage
resulting from Owner's failure to maintain any such required insurance.
c) Evidence of Insurance. Prior to City Council approval of this Agreement, Owner
shall furnish City satisfactory evidence of the insurance required in subsections
Page 12 of 20
249 East Grand Avenue DA July 12, 2006
a) and (b) and evidence that the carrier will provide 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. In the event of a reduction (below the limits required in this Agreement) or
cancellation in coverage, or change in insurance carriers or policies,
Owner shall, prior to such reduction, cancellation or change, provide at
least ten (10) days prior written notice to 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 no notice has been provided by either insurer or Owner,
said failure shall constitute a material breach of this Agreement.
2. 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 during which time no persons
shall enter the Property to construct improvements thereon, including
construction activities related to the landscaping and common
improvements. Additionally, no persons not employed by existing tenants
shall enter the Property to perform such works until such time as the City
receives evidence of substitute coverage.
3. If Owner fails to obtain substitute coverage within five (5) days, 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.
d) The insurance shall include the City, its elective and appointive boards,
commissions, officers, agents, employees and representatives as additional
insureds on the policy.
17. 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
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.
18. 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
Page 13 of 20
249 East Grand Avenue DA July 12, 2006
provisions of this Agreement shall be modified (in accordance with Section 19 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.
19. Procedure for Modification Due to Conflict with State or Federal Laws
In the event that state or federal laws or regulations enacted after the Effective Date of
this Agreement 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 federal or state law or regulation. Any such amendment or suspension
of the Agreement shall be approved by the City Council in accordance with Chapter
19.60 of the South San Francisco Municipal Code.
20. Periodic Review
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 South San
Francisco Municipal Code. City may recover reasonable costs incurred in conducting said
review, including staff time expended and attorney's fees.
21. 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 South San Francisco Municipal Code.
22. Agreement is Entire Agreement
This Agreement and all exhibits attached hereto or incorporated herein contain the sole
and entire Agreement between the parties concerning 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.
23. Events of Default
Page 14 of 20
249 East Grand Avenue DA July 12, 2006
Owner 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 Owner to the City
is false or proves to have been false in any material respect when it was made; or,
b) 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 South San Francisco 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) Owner 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.
24. Procedure upon Default
a) Upon the occurrence of an event of default, City may terminate or modify this
Agreement in accordance with the provisions of Government Code Section
65865.1 and of Chapter 19.60 of the South San Francisco 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 the City or Owner to enforce any provision of this
Agreement shall be deemed to be a waiver of any provision of this Agreement or
of any subsequent breach of the same or any other provision.
d) Any actions for breach of this Agreement shall be decided in accordance with
California law. The remedy for breach of this Agreement shall be limited to
specific performance.
e) The City shall give Owner written notice of any default under this Agreement,
and Owner 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, Owner shall have such additional time to cure
as is reasonably necessary.
Page 15 of 20
249 East Grand Avenue DA July 12, 2006
25. Attorneys Fees and Costs
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
attorney's fees and court costs.
a) Action by Third Party. If any person or entity not a party to this Agreement
initiates an action at law or in equity to challenge the validity of any provision of
this Agreement or the Project Approvals, the parties shall cooperate in defending
such action. Owner shall bear its own costs of defense as a real party in interest in
any such action, and shall reimburse City for all reasonable court costs and
attorneys' fees expended by City in defense of any such action or other
proceeding.
26. 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.
27. No Third Parties Benefited
No person other than the City, Owner, or 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 hereto 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.
28. 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.
29. Relationship of Parties
It is understood that this Agreement is a contract that has been negotiated and voluntarily
entered into by City and Owner and that the Owner is not an agent of 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 City in connection with the
performance of Owner's obligations under this Agreement.
Page 16 of 20
249 East Grand Avenue DA July 12, 2006
30. Bankruptcy
The obligations of this Agreement shall not be dischargeable in bankruptcy.
31. 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, including the lien of
any deed of trust or mortgage ( "Mortgage "). Notwithstanding the foregoing, no
breach hereof shall defeat, render invalid, 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. 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 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, 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 City determines that
Owner is in noncompliance with this Agreement, City also shall serve notice of
noncompliance on the Mortgagee, concurrently with service thereof on Owner.
Each Mortgagee shall have the right during the same period available to Owner to
cure or remedy, or to commence to cure or remedy, the condition of default
claimed or the areas of noncompliance set forth in City's notice.
32. 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
Page 17 of 20
249 East Grand Avenue DA July 12, 2006
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. However, a failure
to return a certificate within ten (10) days shall not be deemed a default of the party's
obligations under this Agreement and no cause of action shall arise based on the failure
of a party to execute such certificate within ten (10) days. The City Manager shall have
the right to execute the certificates requested by Owner hereunder provided the certificate
is requested within six (6) months of the annual or special review. City acknowledges
that a certificate hereunder may be relied upon by permitted transferees and Mortgagees.
At the request of Owner, the certificates provided by 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 its cost.
33. 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, when prevented or delayed from so doing by certain causes
beyond its control, including, and limited to, 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 and acts of the
government. 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.
34. 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 obligation 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.
Page 18 of 20
249 East Grand Avenue DA July 12, 2006
35. Exhibits
Exhibit A — Map and Legal Description of Property
Exhibit B Use Permit, including Plan Set and Conditions of Project Approval
Exhibit C — Form Irrevocable Letter of Trust
36. 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. 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:
ARE -San Francisco No. 12, LLC
c/o Alexandria Real Estate Equities
385 E. Colorado Boulevard, Suite 299
Pasadena, CA 91101
Fax: (626) 578 -7318
Attn: Corporate Secretary
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.
Page 19 of 20
249 East Grand Avenue DA July 12, 2006
IN WITNESS WHEREOF this Agreement has been executed by the parties on the day and
year first above written.
ATTEST:
City Clerk 7
A ROVED TO FORM
Steven T. MattaV, City Attorney
8338751
CITY OF SOUTH SAN FRANCISCO
BJarry M. Nagel, y Manager p
OWNER
ARE -SAN FRANCISCO NO. 12, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities,
L.P., a Delaware limited partnership,
Its Managing Member
Page 20 of 20
By: ARE -QRS CORP.,
a Maryland corporation,
Its General Partner
By:
Na tC 14. ^-
T' e:
249 East Grand Avenue DA July 12, 2006
CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
State of California
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County of
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Date (' Name and Title of Officer (e.g., "Jane Doe, Notary Public ")
personally appeared U a '_`= C'' o— s °-r1
Name(s) of Signer(s)
personally known to me
proved to me on the basis of satisfactory
evidence
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Son Moteo County the entity upon behalf of which the person(-stL1q&1.MV Comm. Expkw Deb 6,2004 acted, executed the instrument.
WITNESS my hand and offic' I seal.
Place Notary Seal Above nature Notary Fuj
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Docym n
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Document Date: VV/7
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Corporate Officer — Title(s): Pew
Partner — Limited General
Attorney in Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing
1997 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313 -2402 Prod. No. 5907 Reorder: Call Toll -Free 1- 800 - 876 -6827
CALIFORNIA • ACKNOWLEDGMENT
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WITNESS my hand and official sea
Signat of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
Individual
Corporate Officer — Title(s):
Partner — Limited General
Attorney in Fact
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of Pages:
Signer's Name:
Individual
Corporate Officer — Title(s):
Partner — Limited General
Attorney in Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing
RIGHT THUMBPRINT
OF SIGNER
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2006 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313 -2402 Item No. 5907 Reorder: Call Toll -Free 1- 800 - 876 -6827
I0114111*11W-11
PROPERTY DESCRIPTION
All that certain real property in the City of South San Francisco, County of San Mateo,
State of California, more particularly described as follows:
PARCEL ONE:
LOT 27, BLOCK 2, AS SHOWN ON THE MAP OF "CABOT CABOT AND FORBES
INDUSTRIAL PARK UNIT NO. 1 -B ", FILED MAY 25, 1966, IN BOOK 64 OF MAPS,
PAGES 49 -51, SAN MATEO COUNTY RECORDS.
EXCEPTING THEREFROM, THE UNDERGROUND WATER RIGHTS, WITHOUT RIGHT
OF SURFACE ENTRY, CONVEYED TO THE CALIFORNIA WATER SERVICE
COMPANY IN THE QUITCLAIM DEED AND AUTHORIZATION RECORDED
MARCH 23, 1965, IN BOOK 4917, PAGE 314, OFFICIAL RECORDS.
PARCEL TWO:
AN EASEMENT FOR PUBLIC UTILITIES PURPOSES, APPURTENANT TO PARCEL
ONE, IN, ON, UNDER, OVER AND ALONG A STRIP OF LAND, 15 FEET IN WIDTH,
LYING ADJACENT TO AND SOUTHEASTERLY AND EASTERLY FROM THE
FOLLOWING DESCRIBED NORTHWESTERLY AND WESTERLY LINE THEREOF.
BEGINNING AT THE MOST SOUTHERLY CORNER OF THE ABOVE DESCRIBED REAL
PROPERTY; THENCE FROM SAID POINT OF BEGINNING, ALONG THE
SOUTHEASTERLY LINE OF SAID PARCEL, NORTH 33° 24'33" EAST, 540.00 FEET TO
THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE CONTINUING ALONG
LAST SAID LINE, NORTH 12° 40'08" WEST, 131.46 FEET TO A POINT ON THE
GENERAL SOUTHERLY LINE OF SAID CABOT ROAD, SAID EASEMENT BEING
CONTIGUOUS AT ITS NORTHERLY EXTREMITY WITH LAST- SAID LINE AND AT ITS
SOUTHERLY EXTREMITY WITH THE SOUTHERLY LINE OF LOT 3, BLOCK 2, AS
SAID LOT AND BLOCK ARE SHOWN ON THAT CERTAIN MAP ENTITLED, "CABOT
CABOT & FORBES INDUSTRIAL PARK, UNIT NO. 1, SOUTH SAN FRANCISCO, SAN
MATEO COUNTY, CALIFORNIA ", FILED FOR RECORD IN VOLUME 61 OF MAPS, AT
PAGES 45 THROUGH 49, SAN MATEO COUNTY RECORDS.
ASSESSOR'S PARCEL NOS. 015- 050 -440, 015- 050 -450
EXHIBIT B
USE PERMIT PLAN SET
EXHIBIT C
FORM IRREVOCABLE LETTER OF CREDIT
MUST BE SUBMITTED ON BANK'S LETTERHEAD]
IRREVOCABLE STANDBY LETTER OF CREDIT #
City of South San Francisco
Attention: Barry M. Nagel, City Manager
City Manager's Office
400 Grand Avenue
South San Francisco, CA 94080
DATE: 2006
EXPIRATION: Perpetual (see conditions for termination described below)
By order of our clients, ARE -San Francisco No. 12, LLC( "ARE "), we hereby issue in your favor
this Irrevocable Standby Letter of Credit for any sum or sums not exceeding
which is available against your draft(s) at sight
on [Insert name and address of banking institution issuing letter], when accompanied by a
statement signed by a purportedly authorized representative of the Office of the City Manager,
City of South San Francisco, CA certifying the following:
1. ARE is in default of any one of the provisions established by that certain "Development
Agreement For 249 East Grand Avenue Office /Research And Development Project"
Development Agreement ") entered into between the City of South San Francisco and
ARE (collectively, "the Parties ") and dated the day of , 2006, and has
failed satisfactorily to perform the terms, covenants and conditions contained therein.
2. Proceeds of any draft drawn on this Letter of Credit will be used solely for the purposes
and interest described the Development Agreement entered into between Parties.
All drafts must be presented at the counters of the [insert bank name and address], and must
include the statement "Drawn on the, Letter of Credit Number " Partial and multiple
drawings are permitted.
00_111
ALEXANDRIA.
June 27, 2012
VIA OVERNIGHT DELIVERY SERVICE
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, California 94080
Project: 249 E. Grand Ave. Office /Research and Development Project
Subject: Notice of Transfer of Portion of Property
Dear City Clerk:
A 1.4
This notice is being given to you in accordance with the terms and conditions of that
certain Development Agreement dated July 26, 2006, between ARE -San Francisco
No. 12, LLC ( "Original Owner "), and the City of South San Francisco (the "City"),
approved by the City Council, Ordinance No. 1372 -2006 (the "Development Agreement ").
Any initially - capitalized term used in this notice without being expressly defined when first
used shall have the meaning given to such term in the Development Agreement.
Pursuant to Sections 15(a) and 15(c) of the Development Agreement, Original Owner
hereby notifies the City that Original Owner has transferred to ARE -San Francisco No. 44,
LLC ( "Additional Owner "), all of Original Owner's right, title, and interest in and to the
following portion of the Property (the "Transferred Property "):
Parcel 4, as shown on Parcel Map 05 -0002, filed May 15, 2008, in Book 78
of Parcel Maps, at Pages 48 to 53, San Mateo County Records.
APN: 015 - 050 -820] [commonly known as 259 E. Grand Ave.].
As contemplated in Sections 15(e) and 15 of the Development Agreement, Original
Owner hereby further notifies the City that (i) Original Owner has assigned to Additional
Owner all of Original Owner's rights, interests, and obligations under the Development
Agreement with respect to the Transferred Property, (ii) Original Owner has not retained
any rights, interests, or obligations under the Development Agreement with respect to the
Transferred Property, and (iii) Additional Owner has assumed all obligations under the
Development Agreement with respect to the Transferred Property. The assignment and
assumption of the rights, interests, and obligations under the Development Agreement is
on a non - exclusive basis, so that Additional Owner will have the rights, interests, and
obligations under the Development Agreement to the extent required to facilitate the
Alexandria heal Estate F.quitie. , Inc.
8,- East Colorado fats€ le.vaiA Suite 299 1 Pasadena, CA OI tot
a'r.i.6?6.,78.0777 rA: 626.578.0770 1 w vxv.nexorn
City Clerk
City of South San Francisco
June 27, 2012
Page 2
development of the Transferred Property, and Original Owner will have the rights,
interests, and obligations under the Development Agreement to the extent required to
facilitate the development of the remainder of the Property.
Please be advised that:
a) as required under Section 15(a) of the Development Agreement, Additional Owner
has acknowledged in writing that Additional Owner has been informed,
understands, and agrees that the burdens and benefits under the Development
Agreement relating to the Transferred Property shall be binding upon and inure to
the benefit of Additional Owner; and
b) as required under Section 15(c)(i) of the Development Agreement, Additional
Owner is an entity that controls, is controlled by, or is under common control with,
Original Owner.
As contemplated in Section 15(f) of the Development Agreement, please be advised
further that Additional Owner's address is:
ARE -San Francisco No. 44, LLC
c/o Alexandria Real Estate Equities
385 E. Colorado Boulevard, Suite 299
Pasadena, California 91101
Fax: 626- 578 -7318
Attention: Corporate Secretary
Very truly yours,
ARE -SAN FRANCISCO NO. 12, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership, Managing Member
By: ARE -QRS Corp.,
a Maryland corpor n, General Partner
By:
Print Name: Eric S. Johnson
Print Title: Vice P
Real Estate Legal Affairs
Transfer Notice [249 -259 EGA] v1
Alexandvi a Real Estate Equitic.-;, Inc;.
385 East Colorado Boulevard, Suite z ()y 1 PZISMICIIa, CA quoi
Fa, 6 x6.578,0777 voyx 6264578.0770 1 ww w.atre.com
ALEXAN DRIA.
May 22, 2013
VIA OVERNIGHT DELIVERY SERVICE
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, California 94080
Project: 249 E. Grand Ave. OfficetResearch and Development Project
Subject: Notice of Transfer of Portion of Property
Dear City Clerk:
This notice is being given to you in accordance with the terms and conditions of that
certain Development Agreement dated July 26, 2006, between ARE -San Francisco
No. 12, LLC ( "Original Owner "), and the City of South San Francisco (the
approved by the City Council, Ordinance No. 1372 -2006 (the "Development Agreement ")
Any initially- capitalized term used in this notice without being expressly defined when first
used shall have the meaning given to such term in the Development Agreement.
Pursuant to Sections 15(a) and 151c) of the Development Agreement, Original Owner
hereby notifies the City that Original Owner has transferred to ARE -San Francisco No. 46,
LLC ( "Additional Owner "), all of Original Owner's right, title, and interest in and to the
following portion of the Property (the "Transferred Property "):
Parcel 2, as shown on Parcel Map 05 -0002, filed May 15, 2008, in Book 78
of Parcel Maps, at Pages 48 to 53, San Mateo County Records.
APN: 015- 050 -800] [commonly known as 269 E. Grand Ave,].
As contemplated in Sections 15(e) and 15M of the Development Agreement, Original
Owner hereby further notifies the City that (i) Original Owner has assigned to Additional
Owner all of Original Owner's rights, interests, and obligations under the Development
Agreement with respect to the Transferred Property, (ii) Original Owner has not retained
any rights, interests, or obligations under the Development Agreement with respect to the
Transferred Property, and (iii) Additional Owner has assumed all obligations under the
Development Agreement with respect to the Transferred Property. The assignment and
assumption of the rights, interests, and obligations under the Development Agreement is
on a non - exclusive basis, so that Additional Owner will have the rights, interests, and
obligations under the Development Agreement to the extent required to facilitate the
Alexandria Real E.;lale Equities, Inc.
385 East Colorado Bau1e.-ald, Suite 299 I Pa. aden , CA 911ot
r. r. 626.575.0777 1 N.r_ 626.578.0770 1 ti%im.arexom
City Clerk
City of South San Francisco
May 22, 2013
Page 2
development of the Transferred Property, and Original Owner will have the rights,
interests, and obligations under the Development Agreement to the extent required to
facilitate the development of the portion of the Property owned by Original Owner.
Please be advised that:
a) as required under Section 15(a) of the Development Agreement, Additional Owner
has acknowledged in writing that Additional Owner has been informed,
understands, and agrees that the burdens and benefits under the Development
Agreement relating to the Transferred Property shall be binding upon and inure to
the benefit of Additional Owner; and
b) as required under Section 15(0Ni) of the Development Agreement, Additional
Owner is an entity that controls, is controlled by, or is under common control with,
Original Owner.
As contemplated in Section 15(f) of the Development Agreement, please be advised
further that Additional Owner's address is:
ARE -San Francisco No. 46, LLC
c/o Alexandria Real Estate Equities
385 E. Colorado Boulevard, Suite 299
Pasadena, California 91101
Fax: 626 - 578 -7318
Attention: Corporate Secretary
Very truly yours,
ARE -SAN FRANCISCO NO. 12, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership, Managing Member
By: ARE -QRS Corp.,
a Maryland corporation, General Partner
By:
Print Name: Erin S_ .1ahrlSon
Print Title:
r ` Vicp President
Real Estate Legs! Affairs
Alexandria Reel Estate Equities, Inc.
385 Cast Colorado Boulevard, Smite 299 1 Patiadena, CA 91101
TU. 626.578.0777 1 r x-- 626.578.0770 1 Nki%iv.are.com
Recording requested by and
when recorded please return to:
City of South San Francisco
City Clerk
400 Grand Avenue
South San Francisco, CA 94080
EXEMPT FROM RECORDING FEES
PER GOVERNMENT CODE
6103,273$3
2013- 152683
12:17 Pm 11/01/13 A3 Fee: NO FEE
Count of Pages 42
Recorded in Official Records
County of San Mateo
Mark Church
Assessor -Count Clerk- Recorder
111111 IP I!II 1111' 11111 I 1 P
R 0 0 0 1 7 6 3 5 2 6*
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT W'
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
249 East Grand Avenue Office /Research and Development Project
This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT FOR 249 EAST
GRAND AVENUE OFFICE /RESEARCH AND DEVELOPMENT PROTECT (the "Project ") is
dated as of August 23, 2013 ( "First Amendment "), between (i) on the one hand, (A) ARE -SAN
FRANCISCO NO. 12, LLC, 'a Delaware limited liability company ( "ARE -SF 12 "),
B) ARE -SAN FRANCISCO NO. 44, LLC, a Delaware limited liability company
ARE -SF 44 "), and (C) ARE -SAN FRANCISCO NO. 46, LLC, a Delaware limited liability
company ( "ARE -SF 46 "), and (ii) on the other hand, the CITY OF SOUTH SAN FRANCISCO,
a municipal corporation organized and existing under the laws of the State of California (the
City "). ARE-SF 12, ARE -SF 44, and ARE -SF 46, on the one hand, and the City, on the other
hand, are collectively referred to herein as "Parties ".
RECITALS
A. WHEREAS, California 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 California Government Code Section 65865, the City has
adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco
Municipal Code, establishing procedures and requirements for adoption and execution of
development agreements; and,
C. WHEREAS, the City and ARE -SF 12 entered into a certain Development Agreement
dated July 26, 2006, for the development of the Project (the "Original Agreement "), as
approved and adopted by the City Council through the adoption of Ordinance No. 1372-
2006 (which took effect on August 25, 2006) (a copy such Ordinance, including the
Original Agreement, was recorded in the Official Records of San Mateo County,
California, on February 5, 2007, as Instrument No. 2007 - 018093); and,
D. WHEREAS, in conjunction with the Original Agreement, ARE -SF 12 submitted a
development proposal to the City, as depicted on the "249 East Grand PIan Set ", dated
July 12, 2006, prepared by Dowler- Gruman Architects (the "Architect ") and attached to
the Original Agreement as Exhibit B (the "Original Plan Set "); and,
E. WHEREAS, at the time the Original Agreement was approved and adopted, the legal
description of the real property subject to the Original Agreement (the "Property ") was as
set forth in Exhibit A attached hereto and incorporated herein by reference; and,
Page l of 14
249 E. Grand Ave. -lst Amend. To Dev. Agt. August 23, 2013
F. WHEREAS, after the Original Agreement was approved and adopted, ARE -SF 12 re-
subdivided the Property by filing a new parcel map, which parcel map resulted in the
legal description of the Property being as set forth in Exhibit B attached hereto and
incorporated herein by reference; and,
G. WHEREAS, on June 22, 2012, ARE -SF 12 transferred to ARE -SF 44 all of ARE -SF 12's
right, title, and interest in that certain portion of the Property particularly described in
Exhibit C attached hereto and incorporated herein by reference (the "First Transferred
Parcel "), and, in conjunction with such transfer, (i) ARE -SF 12 assigned to ARE -SF 44
all of ARE -SF 12's rights, interests, and obligations under the Original Agreement with
respect to the First Transferred Parcel, and (ii) ARE -SF 44 assumed all of ARE -SF 12's
obligations under the Original Agreement with respect to the First Transferred Parcel
provided, however, that this assignment and assumption of the rights, interests, and
obligations under the Original Agreement was on a non- exclusive basis, so that
ARE -SF 44 has the rights, interests, and obligations under the Original Agreement to the
extent required to facilitate the development of the First Transferred Parcel, and
ARE -SF 12 has the rights, interests, and obligations under the Original Agreement to the
extent required to facilitate the development of the remainder of the Property); and,
H. WHEREAS, on May 16, 2013, ARE -SF 12 transferred to ARE -SF 46 all of ARE -SF 12's
right, title, and interest in that certain portion of the Property particularly described in
Exhibit D attached hereto and incorporated herein by reference (the "Second Transferred
Parcel "), and, in conjunction with such transfer, (i) ARE -SF 12 assigned to ARE -SF 46
all of ARE -SF 12's rights, interests, and obligations under the Original Agreement with
respect to the Second Transferred Parcel, and (ii) ARE -SF 46 assumed all of
ARE -SF 12's obligations under the Original Agreement with respect to the Second
Transferred Parcel (provided, however, that this assignment and assumption of the rights,
interests, and obligations under the Original Agreement was on a non- exclusive basis, so
that ARE -SF 46 has the rights, interests, and obligations under the Original Agreement to
the extent required to facilitate the development of the Second Transferred Parcel,
ARE -SF 44 has the rights, interests, and obligations under the Original Agreement to the
extent required to facilitate the development of the First Transferred Parcel, and
ARE -SF 12 has the rights, interests, and obligations under the Original Agreement to the
extent required to facilitate the development of the remainder of the Property); and,
I. WHEREAS, (i) ARE -SF 12 has completed construction of a 4 -story office /research and
development building totaling approximately 136,191 square feet on the portion of the
Property commonly known as 249 East Grand Avenue (the "Phase 1 Building "), and
ii) ARE -SF 44 has completed construction of a 5 -story office /research and development
building totaling approximately 163,257 square feet on the portion of the Property
commonly known as 259 East Grand Avenue (and referred to in this First Amendment as
the First Transferred Parcel) (the "Phase 2 Building "); and,
J. WHEREAS, (i) ARE -SF 46 also intends to construct a 3 -story office /research and
development building totaling approximately 142,616 square feet on the portion of the
Property to be commonly known as 269 East Grand Avenue (and referred to in this First
Page 2 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
Amendment as the Second Transferred Parcel) (the "Phase 3 Building "), and
ii) ARE -SF 12 also intends to construct (A) a 4 -story office /research and development
building totaling approximately 137,936 square feet on the portion of the Property to be
commonly known as 279 East Grand Avenue (the "Phase 4 Building "), and (B) a 4 -level
above - ground parking garage on the northern-most parcel of the Property (the "Garage ");
and,
K. WHEREAS, ARE -SF 12, ARE -SF 44, and ARE -SF 46, as "owners" of the Property,
have a legal interest in the real property subject to the Original Agreement; and,
L. WHEREAS, ARE -SF 12, ARE -SF 44, and ARE -SF 46 have filed an application for a
modification (the "Use Permit Modification ") of the Conditional Use Permit
UP05 -0005) that underlies the Original Agreement (the "Original Use Permit "), and, in
conjunction with such Use Permit Modification, have submitted to the City a
supplemental Plan Set, dated March, 2013, prepared by the Architect (the "Supplemental
Plan Set ") (the Use Permit Modification, Supplemental Plan Set, and Conditions of
Approval are attached hereto as Exhibit F and incorporated herein by reference); and,
M. WHEREAS, ARE -SF 12, ARE -SF 44, and ARE -SF 46 have requested the City to enter
into this First Amendment to modify the rights and obligations of the Parties relating to
the development of the Project; and,
N. WHEREAS, all proceedings necessary for the valid adoption and execution of this First
Amendment have taken place in accordance with Government Code Sections 65864
through 65869.5, the California Environmental Quality Act, and Chapter 19.60 of the
South San Francisco Municipal Code; and,
O. WHEREAS, the City Council and the Planning Commission have found that this First
Amendment and the Use Permit Modification are 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; anal,
P. WHEREAS, on July 24, 2013, the City Council adopted Ordinance No. 1473 -2013,
approving and adopting this First Amendment, and the Ordinance thereafter took effect
on August 23, 2013.
AGREEMENT
NOW, THEREFORE, the Parties, pursuant to the authority contained in Government
Code Sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco 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 South San Francisco Municipal Code,
notwithstanding the fact that the City Council adopts an ordinance approving this First
Page 3 of 14
249 E. Grand Ave. -]st Amend. To Dev. Agt. August 23, 2013
Amendment, this First Amendment shall be effective and shall only create obligations for
the Parties from and after the date that the ordinance approving this Agreement takes
effect ( "Effective Date ").
2. Defined Terms
As of the Effective Date, (i) the term "Agreement ", as used in the Original Agreement
and/or this First Amendment, shall mean the Original Agreement, as amended by this
First Amendment, (ii) the term "Use Permit ", as used in the Original Agreement and /or
this First Amendment, shall mean the Original Use Permit, as amended by the Use Permit
Modification, (iii) the term "Plan Set ", as used in the Original Agreement and /or this First
Amendment, shall mean the Original Plan Set, as amended by the Supplemental Plan Set,
and (iv) the term "Owner ", as used in the Original Agreement and/or this First
Amendment, shall mean ARE-SF 44 and its successors and assigns, as to the First
Transferred Parcel, ARE -SF 46 and its successors and assigns, as to the Second
Transferred Parcel, and ARE -SF 12 and its successors and assigns, as to the remainder of
the Property and as to any rights and/or obligations that pertain to the Project as a whole
rather than to individual portions of the Property (whether such portions have been
transferred to another person or entity or retained by ARE -SF 12) (ems., the rights and
obligations set forth in Sections 3fb) and 3fg below and the rights and obligations
regarding the Rails To Trails improvements set forth in Section 12(b) of the Original
Agreement, as amended by Section 6 below). Any initially- capitalized term used in this
First Amendment without being expressly defined when first used shall have the meaning
given to such term in the Original Agreement.
3. Modification of Project Descri t io_n and Selected Standards For Project
In accordance with the Use Permit Modification and the Supplemental Plan Set:
a) The first paragraph of Section 3 of the Original Agreement shall be amended so
that the Project shall consist of four (4) 3- to 5 -story office /research and
development buildings totaling approximately 540,000 square feet, a 4 -level
above - ground parking garage, and related improvements, as provided in the
Original Plan Set, as amended by the Supplemental Plan Set, both as approved by
the City Council.
b) The required parking ratio for all uses in the Project shall be 2.50 parking spaces
per 1,000 square feet; provided, however, that Owner may elect, in its sole
discretion, to increase the required parking ratio up to, but not more than,
2.83 parking spaces per 1,000 square feet (i) by giving the City written notice of
such election at least sixty (60) days before the increase in the required parking
ratio is to become effective, and (ii) by simultaneously submitting to the City a
Transportation Demand Management (TDM) report documenting that the goal of
32% alternative mode usage by employees within the Project has been achieved
as of date not more than sixty (60) days prior to the submission of such TDM
report to the City. The TDM report will be prepared by an independent
Page 4 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
consultant, retained by the City with the approval of Owner (which approval shall
not be unreasonably withheld or delayed) and paid for by Owner, which
consultant will work in concert with Owner's TDM coordinator. The TDM report
will include supporting statistics and analysis to establish attainment of the goal,
including, but not limited to, a determination ofhistorical employee commute
methods, which information shall be obtained by a survey of all employees
working in all previously constructed buildings on the Property (with all non -
responses being counted as a drive alone trip).
c) During construction of the Phase 3 Building, the Phase 4 Building, the Garage,
and the remainder of the Project, interim parking shall be provided as follows:
1. Existing temporary surface parking on the Property will be removed to
construct the Phase 3 Building. New surface parking (some permanent,
some temporary) will be constructed on the eastern portion of the Property
to replace the temporary surface parking that will be removed to construct
this building_ The new surface parking will be completed before the
temporary surface parking is removed, in order to maintain the required
parking (based on a parking ratio of 2.50 parking spaces per 1,000 square
feet) for the previously constructed Phase i Building and Phase 2
Building.
2. After completion of the Phase 3 Building, existing temporary surface
parking on the Property will be removed to construct the Phase 4 Building
and the Garage. The temporary surface parking to be removed for these
buildings will create a deficit of 517 parking spaces (based on a parking
ratio of 2.50 parking spaces per 1,000 square feet) for the previously
constructed Phase 1 Building, Phase 2 Building, and Phase 3 Building.
Owner will provide temporary surface parking to cover such deficit by
causing new temporary surface parking to be constructed on the nearby
site commonly known as 213 East Grand Avenue (which is owned by
ARE -San Francisco No. 21, L.P., a California limited partnership, and
ARE -San Francisco No. 42, LLC, a Delaware limited liability company,
affiliates of Owner) ( "Off -Site Parking Parcel "). The new surface parking
will be completed before the temporary surface parking is removed, in
order to maintain the required parking (based on a parking ratio of
2.50 parking spaces per 1,000 square feet) for the previously constructed
Phase 1 Building, Phase 2 Building, and Phase 3 Building. Any
agreement(s) necessary to construct the new temporary surface parking on
the Off-Site Parking Parcel shall be Owner's sole responsibility. City staff
review of applications for permits or other certificates or approvals
necessary to construct the new temporary surface parking on the Off-Site
Parking Parcel shall be limited as provided in Section 4 of the Original
Agreement.
Page 5 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
3. All interim parking shall be in the locations depicted on the Supplemental
Plan Set or in such other locations as may be reasonably approved by the
City.
4. Vesting of Approvals
Upon the City's approval of the Use Permit Modification, the Supplemental Plan Set, and
this First Amendment, such approvals shall vest in Owner and its successors and assigns
as provided in Section 5 of the Original Agreement.
5. Public Safety Impact Fees
Owner hereby agrees that the Public Safety Impact Fee, as approved and adopted by the
City Council through the adoption of Ordinance No. 97 -2012 (which took effect on
February 8, 2013), shall apply to the Phase 3 Building and the Phase 4 Building, but shall
not apply to the Phase 1 Building, the Phase 2 Building, or the Garage. Public Safety
Impact Fees for the Phase 3 Building and the Phase 4 Building shall be determined based
on the application of the formula in effect as of the time such Public Safety Impact Fees
become due and payable. Section 9 of the Original Agreement shall not be amended
except to the extent necessary to give effect to this Section.
6. Rails To Trails Improvements
Section 12(b) of the Original Agreement shall be deleted in its entirety and replaced with
the following:
b) Rails To Trails Improvements or Payment. The rail corridor abutting the
northerly boundary of the Property, consisting of a narrow strip of land extending
from Forbes Boulevard at its westerly end to Allerton Avenue at its easterly end
and more particularly described in Exhibit E attached hereto and incorporated
herein by reference (the "Trail Corridor "): (i) is identified in the City's General
Plan as a future bike path, and (ii) is currently owned in fee by HCP Forbes, LLC
HCP "). 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, (x) the City and HCP have included certain provisions concerning
the Trail Corridor in the Development Agreement (the "HCP A eement ") for the
property commonly known as 494 Forbes Boulevard, and (y) the City and
Bayside Area Development, LLC ( "Bayside "), have included certain provisions
concerning the Trail Corridor in the Development Agreement (the "Bayside
Agreement ") for the properties commonly known as 328 Roebling Road,
340 Roebling Road, and 233 East Grand Avenue (the "Bayside Property"). For
purposes of this Agreement, the term "Adjacent Trail Corridor" shall mean the
portion of the Trail Corridor that abuts the northerly boundary of the Property and
is bounded on the westerly end of such portion by Forbes Boulevard and is
bounded on the easterly end of such portion by an extension of the eastern most
boundary line of the Property that intersects and is roughly perpendicular to the
Page 6 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 20I3
southerly boundary of the Trail Corridor, excepting the portion of the Trail
Corridor that abuts the northerly boundary of the Property and is bounded on the
westerly end of such excepted portion by an extension of the westerly boundary
line of the Bayside Property and is bounded on the easterly end of such excepted
portion by an extension of the easterly boundary line of the Bayside Property.
The City hereby acknowledges and agrees that the timing for improving the Trail
Corridor and for making the Trail Corridor available for public use (either through
a dedication of the Trail Corridor for public use or through a conveyance to the
City or its designee of fee title to the Trail Corridor) will be governed by the terms
and conditions of the HCP Agreement and the Bayside Agreement. Accordingly,
Owner and the City will reasonably cooperate and coordinate with HCP and
Bayside with respect to any obligations Owner may have concerning the Adjacent
Trail Corridor. Further, by written notice to Owner, the City, in its reasonable
discretion, may elect to require Owner to implement either the provisions of
subsection 12(b)l. below ("Option A ") or the provisions of subsection 12(b)2.
below ( "Option B"); provided, however, the City cannot elect to implement
Option A unless and until the City elects to implement similar options in the HCP
Agreement and the Bayside Agreement. If the City fails to notify Owner of its
election before December 31, 2014, 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:
A) Owner, in consultation with the City, shall design improvements to
the Adjacent Trail Corridor (the "Adjacent Trail Corridor Primary
Improvements "). Except as otherwise mutually agreed by Owner
and the City, said Adjacent Trail Corridor Primary Improvements
shall consist of paving, lighting, and landscaping of a design and
scope consistent with standard portions of the City's then existing
Rails to Trails corridor of the Bay Trail. In addition, Owner, in
consultation with the City, shall design a stairway and wheelchair
lift from the Property to the Adjacent Trail Corridor Primary
Improvements, in the location depicted on the Supplemental Plan
Set or in such other location as may be reasonably approved by the
City, and a bicycle access path across the Property from Roebling
Road to the Adjacent Trail Corridor Primary Improvements, in
such location as may be reasonably approved by the City
collectively, the "Adjacent Trail Corridor Access Improvements ").
The Adjacent Trail Corridor Primary Improvements and the
Adjacent Trail Corridor Access Improvements are referred to
collectively in this Agreement as the "Adjacent Trail Corridor
Improvements ". The City hereby acknowledges and agrees that
any agreement(s) (other than the HCP Agreement and the Bayside
Agreement) that may be necessary to allow Owner to enter the
Trail Corridor to install the Adjacent Trail Corridor Primary
Page 7 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
Improvements shall be the City's sole responsibility. Owner shall
submit to the City plans and a cost estimate for the Adjacent Trail
Corridor Improvements, for review and approval by the City,
within six (6) 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 twelve (12) months
after the City's approval of the plans and cost estimate for such
improvements, and (ii) August 25, 2016 (subject, however, to
x) delays in obtaining any agreement(s) necessary to allow Owner
to enter the Trail Corridor to install the Adjacent Trail Corridor
Primary Improvements, (y) atypical delays in obtaining the City's
approval of the plans for the Adjacent Trail Corridor
Improvements, and/or (z) atypical delays in obtaining any permits
or other certificates or approvals necessary to install the Adjacent
Trail Corridor Improvements).
C) Once installed, Owner shall have no responsibility for the
maintenance, repair, or replacement of any of the Adjacent Trail
Corridor Primary Improvements, except to the extent any such
maintenance, repair, or replacement is necessary because of
damage caused by Owner. Once installed, Owner, at Owner's sole
cost and expense, shall be responsible for the maintenance, repair,
or replacement of all of the Adjacent Trail Corridor Access
Improvements.
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:
A) Owner, within six (6) months after receiving written notice that the
City has elected (or is deemed to have elected) to implement
Option B, shall 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 the Adjacent Trail Corridor
Improvements of a nature and scope comparable to those described
in subsection 12(b)1.(A) above.
B) Upon approval of such cost estimate by the City, Owner, 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
Garage), and (ii) August 25, 2016, shall provide to the City funds
Page 8 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
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 12(b)2.(B.
3. 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 that 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
Option A above, and/or (B) any amounts paid by Owner to the City
pursuant to Option B above."
7. Public Art Contribution
Each reference to "December 31, 2014" contained in Section 12(c) of the Original
Agreement shall be deleted and replaced with "June 30, 2014 ".
Miscellaneous
a) Except to the extent amended and/or modified by this First Amendment, the
Original Agreement is hereby ratified and confirmed and all other provisions of
the Original Agreement shall remain in full force and effect, unaltered and
unchanged by this First Amendment. If any provision of this First Amendment
conflicts with and cannot be reconciled with any provision of the Original
Agreement, the provision of this First Amendment shall control. All of the
provisions of the Original Agreement (applying the defined terms set forth in
clauses (i), (ii), (iii), and (iv) of Section 2 above) are made a part of, and are
incorporated into, this First Amendment as if set forth in full in this First
Amendment (including, but not limited to, the provisions set forth in Sections 17,
22, 26, 27, 28, 29, 2 Ua , 21 b), M(c, 34(d), and 34(e) of the Original
Agreement).
b) This First Amendment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which, taken together, shall
Page 9 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
constitute a single agreement with the same effect as if all Parties had signed the
same signature page. Any signature page from any counterpart of this First
Amendment, signed only by one Party, may be detached from such counterpart
without impairing the legal effect of the signature(s) thereon, provided that such
signature page is re- attached to another counterpart of this First Amendment that
has a signature page signed by another Party.
9. Exhibits
Exhibit A — Original Legal Description of Property
Exhibit B — Current Legal Description of Property
Exhibit C — Legal Description of First Transferred Parcel
Exhibit D — Legal Description of Second Transferred Parcel
Exhibit E — Legal Description of Trail Corridor
Exhibit F — Use Permit Modification / Supplemental Plan Set 1 Conditions of
Approval
Page 10 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
IN WITNESS WHEREOF, the City has executed this First Amendment on the day and year first
above written.
CITY OF SOUTH SAN FRANCISCO
By: ` 4WX -.rry M y Manager
ATTEST:
City Clerk
APPROVED AS TO FORM
O , City Attorney
Page 11 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
IN WITNESS WHEREOF, ARE -SF 12, ARE -SF 44, and ARE -SF 46 have executed this First
Amendment on the day and year first above written.
ARE -SAN FRANCISCO NO. 12, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership, Managing Member
By: ARE -QRS CORP.,
a Maryland corporation, General Partner
By:
Name: is S. Johnson
Title: Alice President
Real state Legal Affairs
ARE -SAN FRANCISCO NO. 44, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership, Managing Member
By: ARE -QRS CORP.,
a Maryland corporation, General Partner
Presidet it
Real Estate -s.t Affairs
ARE -SAN FRANCISCO NO. 46, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P,,
a Delaware limited partnership, Managing Member
By: ARE -QRS CORP.,
a Maryland corporation, General Partner
By:
Title: _=
Page 12 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
STATE OF CALIFORNIA }
COUNTY OF 3w%c,G{' }
On g , 2013, before me, r n c,- ZI-0 0c A a q , a Notary Public
in and for said State, personally appeared uf3c.rr- .r- t , who proved to
me on the basis of satisfactory evidence to be the pd on whose nAne is subscribed to the within
instrument and acknowledged to me that he /sloe executed the same in his/her authorized capacity,
and that by his /her signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
My commission expires: C. -ft 6t-r- % -? D
My commission number is: / 9 d 76-67
DONNA JO OCHOA
Commission # 1907551
Notary Public - California iSanMateoCountyt
Mg Comm. Expires Oct 9, 2014
AFFIX SEAL]
SKINATURE • M • •
Page 13 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
STATE OF CALIFORNIA }
COUNTY OF
a
On I Z , 2013, before me, mvypkv a Notary Public
in and for said State, personally appeared _ _ dyv, 5n AN , who proved to
me on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that heAght-executed the same in hisAier- authorized capacity,
and that by hisll" signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
My commission expires: - :S "ti , 1 20 -Z D
My commission number is: CA y - ( 3
CHARLES L. MURPHY
Commission # 1941763
x4 Notary Public - California
Los Angeles County r
My Comm. Expires Jul 20,
20151
AFFIX SEAL]
Page 14 of 14
249 E. Grand Ave. -1st Amend. To Dev. Agt. August: 23, 2013
EXHIBIT A
ORIGINAL LEGAL DESCRIPTION OF PROPERTY
All that certain real property in the City of South San Francisco, County of San Mateo, State of
California, more particularly described as follows:
LOT 27, BLOCK 2, AS SHOWN ON THE MAP OF "CABOT CABOT AND FORBES
INDUSTRIAL PARK UNIT NO. 1 -B ", FILED MAY 25, 1966, IN BOOK 64 OF MAPS,
PAGES 49 -51, SAN MATEO COUNTY RECORDS.
The foregoing Iegal description does not include any exceptions or reservations or any
easements or other rights that may be appurtenant to such real property]
ASSESSOR'S PARCEL NOS. 015- 050 -440, 015- 050 -450
Page I of 1
249 E. Grand Ave: 1st Amend. To Dev. Agt. August 23, 2013
EXHIBIT B
CURRENT LEGAL DESCRIPTION OF PROPERTY
All that certain real property in the City of South San Francisco, County of San Mateo, State of
California, more particularly described as follows:
PARCELS 1, 2, 3, 4, AND 5, AS SHOWN ON PARCEL MAP 05 -0002, FILED MAY 15, 2008,
IN BOOK 78 OF PARCEL MAPS, AT PAGES 48 TO 53, SAN MATEO COUNTY
RECORDS.
The foregoing Iegal description does not include any exceptions or reservations or any
easements or other rights that may be appurtenant to such real property]
ASSESSOR'S PARCEL NOS. 015 -050 -780, 015 -050 -790, 015 - 050 -800, 015- 050 -810, 015 -050-
820, 015 -050 -830, 015- 050 -840
Page 1 of 1
249 E. Grand Ave. -1st Amend. To Dew. Agt. August 23, 2013
EXHIBIT C
LEGAL DESCRIPTION OF FIRST TRANSFERRED PARCEL
All that certain real property in the City of South San Francisco, County of San Mateo, State of
California, more particularly described as follows:
PARCEL 4, AS SHOWN ON PARCEL MAP 05 -0002, FILED MAY 15, 2008, IN BOOK 78
OF PARCEL MAPS, AT PAGES 48 TO 53, SAN MATEO COUNTY RECORDS.
The foregoing legal description does not include any exceptions or reservations or any
easements or other rights that may be appurtenant to such real property]
ASSESSOR'S PARCEL NO. 015 -050 -820
Page 1 o €1
249 E. Grand Ave. -Ist Amend. To Dev. Agt. August 23, 2013
EXHIBIT D
LEGAL DESCRIPTION OF SECOND TRANSFERRED PARCEL
All that certain real property in the City of South San Francisco, County of San Mateo, State of
California, more particularly described as follows:
PARCEL 2, AS SHOWN ON PARCEL MAP 05 -0002, FILED MAY 15, 2008, IN BOOK 78
OF PARCEL MAPS, AT PAGES 48 TO 53, SAN MATEO COUNTY RECORDS.
The foregoing legal description does not include any exceptions or reservations or any
easements or other rights that may be appurtenant to such real property]
ASSESSOR'S PARCEL NO. 015- 050 -800
Page 1 of 1
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 2013
EXHIBIT E
LEGAL DESCRIPTION OF TRAIL CORRIDOR
All that certain real property 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, AS
SHOWN ON MAP FILED FEBRUARY 26, 1965, IN BOOK 61, PAGES 45 THROUGH 49 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
The foregoing legal description does not include any exceptions or reservations or any
easements or other rights that may be appurtenant to such real property]
Page 1 of 1
249 E. Grand Ave. -1st Amend. To Dev. Agt. August 23, 20I3
21475 97.2
EXHIBIT F
USE PERMIT MODIFICATION /
SUPPLEMENTAL PLAN SET / CONDITIONS OF APPROVAL
See Following Pages ]
Page IofI
249 E. Grand Ave.4st Amend. To Dev. Agt. August 23, 2013
DEPARTMENT OF ECONOMIC
AND COMMUNITY DEVELOPMENT
PLANNING DIVISION
650) 677 -8535
FAX (650) 829 -6639
E -MAIL WED- ECD@SSF.NET
CITY COUNCIL 2013
PEDRO GONZALEZ, MAYOR
ICARYL MATSUMOTO, MAYOR PRO TEM
MARK ADDI EGO, COLN CI LMEM B ER
RICHARD A. GARBARINO, COUNCILMEMBER
PRADEEP GUPTA, PH.D., COUNCILMEMBER
BARRY M. NAGEL. CITY MANAGER
NOTICE OF ACTION
SOUTH SAN FRANCISCO PLANNING COMMISSION
TO: ARE - Robert Kain
APPLICATION: P05- 0019:UPM13 -0002 & DAA13- 0002- Use
Permit Modification and a modification of the
associated Development Agreement to allow a
parking space reduction resulting in a ratio of 2.50
Parking Spaces per 1000 square feet, minor
building adjustments and temporary off -site
parking at 213 East Grand Avenue during Phase IV
construction for the previously entitled 249 East
Grand Avenue Office/R&D Project, at 249 -289
East Grand Avenue in the Business Technology
Park (BTP) Zoning District in accordance with
SSFMC Chapters 19.6 0, 20.110 & 20,330.
APPLICANT: ARE -SF No, 44, LLC
ADDRESS: 249 East Grand Ave.
The South San Francisco Planning Commission at a meeting held on June 20, 2013 voted (6 -0) to take the
following action on the above applications:
rJ( APPROVED *Based on the Findings and subject to the attached Conditions of Approval
F1 DENIED * Based on the Findings of Denial
CONT]IN'UED #
Specific Date or Off Calendar)
n FORWARDED Recommendation to APPROVE /DENY
J Item Tentatively scheduled for City Council Meeting
APPEAL PROCEDURE: Appeal to the City Council of the above Commission decision may be fled in
writing with the City Clerk no later than July 5, 2013. Appeals of Zoning Cases require a filing fee
according to the provisions of the City's Master Fee Schedule, This fee shall be filed with the Planning
Division no later than the above date. An appeal is not valid without the required fee. Please be advised that
no building permit can be issued until the appeal period is over.
NOTICE OF ACTION
SOUTH SAN FRANCISCO PLANNING COMMISSION
Page 2of 2
Please refer to the Conditions of Project Approval set forth herein. If you believe that these Conditions
impose any fees, dedications, reservation or other exactions under the California Government Code Section
66000, you are hereby notified that these Conditions constitute written notice of a statement of the amount of
such fees, and /or a description of the dedications, reservations, and other exactions. You are hereby further
notified that the 90 -day approval period in which you may protest such fees, dedications, reservations, and
other exactions, pursuant to Government Code Section 66020(a), has begun. If you fail to file a protest
within this 90 -day period complying with all of the requirements of Section 66020, you will be legally barred
from later challenging such exactions.
I certify that the foregoing is an accurate representation of the action of the Planning Commission in
consideration of this application.
BY:_ DATE: June 21, 2013
Susy Kalkin — - --
Chief Planner
City of South San Francisco
cc: CRW Record
Owner
Applicant
RESOLUTION NO. 2734 -2013
PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO
STATE OF CALIFORNIA
A RESOLUTION MAKING FINDINGS AND CONDITIONALLY
APPROVING USE PERMIT MODIFICATION AND A MODIFICATION OF
THE ASSOCIATED DEVELOPMENT AGREEMENT TO ALLOW A
PARKING SPACE REDUCTION RESULTING IN A RATIO OF 2.50
PARKING SPACES PER 1,000 SQUARE FEET, MINOR BUILDING
ADJUSTMENTS AND TEMPORARY OFF -SITE PARKING AT 213 EAST
GRAND AVENUE DURING PHASE IV OF CONSTRUCTION FOR THE
PREVIOUSLY ENTITLED 249 EAST GRAND AVENUE OFFICE /R &D
PROJECT, AT 249 -289 EAST GRAND AVENUE IN THE BUSINESS
TECHNOLOGY PARK (BTP) ZONING DISTRICT; AND RECOMMENDING
THAT THE CITY COUNCIL ADOPT AN ORDINANCE APPROVING THE
FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR 249
EAST GRAND AVENUE
WHEREAS, Alexandria Real Estate Equities (ARE) ( "Owner" or "Applicant ") submitted an
application requesting approval of a Use Permit Modification and a Modification of the associated
Development Agreement to allow a parking space reduction resulting in a ratio of 2.50 Parking
Spaces per 1,000 square feet, minor building adjustments and temporary off -site parking at 213 East
Grand Avenue during Phase IV of construction for the previously entitled 249 East Grand Avenue
Office/R &D Project, at 249 -289 East Grand Avenue in the Business Technology Park (BTP) Zoning
District; and
WHEREAS, the City Council certified an Environmental Impact Report (EIR) on July 12,
2006 in accordance with the provision of the California Environmental Quality Act (Public
Resources Code, §§ 21000, et seq., "CEQA ") and CEQA Guidelines, which analyzed the potential
environmental impacts of the Project; and,
NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it,
which includes without limitation, the California Environmental Quality Act, Public Resources Code
21000, et seq. ( "CEQA ") and the CEQA Guidelines, 14 California Code of Regulations § 15000, et
seq.; the South San Francisco General Plan and General Plan EIR; the South San Francisco
Municipal Code; the Project applications; the EIR, including the Draft and Final EIR prepared and
certified for 249 East Grand Avenue Project and appendices thereto; all site plans, and all reports,
minutes, and public testimony submitted as part of the Planning Commission's duly noticed June 20,
2013 meeting; and any other evidence (within the meaning of Public Resources Code §21080(e) and
21 082.2), the Planning Commission of the City of South San Francisco hereby finds as follows:
A. General Findings
1. The foregoing recitals are true and correct.
2. The Exhibits attached to this Resolution, including the Conditions of Project
Approval (Exhibit A), the proposed First Amendment to the Development AgreementExhibit B)
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. Use Permit Modifications
1. The proposed Use Permit modifications, including parking space reduction resulting
in a ratio of 2.50 Parking Spaces per 1,000 square feet, minor building adjustments and temporary
off-site parking at 213 East Grand Avenue, are compatible with the intent and purpose of the BTP
zoning district because the Project continues to promote campus -style uses, such as biotechnology,
high - technology and research and development uses. With the exception of parking, the proposed
Proj ect modifications meet or exceed the minimum standards and requirements of the City's Zoning
Ordinance which designates the site BTP, Business Technology Park.
2. The proposed Project, as modified, is consistent with the General Plan and the "East
of 101" Planning Sub -Area as defined by the City of South San Francisco's General Plan. The
General Plan Land Use Element designates the property Business and Technology Park. Office/R &D
use is specifically identified as an appropriate use under this designation. Additionally, the category
provides for a floor area ratio (FAR) of .50, with permissible increases to a maximum FAR of 1.0
based on implementation of a Transportation Demand Management (TDM) program as outlined in
the City's TDM Ordinance. The proposed FAR of .79 requires that the applicant prepare, implement
and maintain a TDM Plan designed to achieve a 32% shift to alternative modes of travel other than
single occupant vehicles. Guiding Policy 3.5 -G -3 also specifically supports the Project —to promote
campus -style biotechnology, high - technology, and research and development uses in the East of 101
Area. The Project provides on -site amenities, such as a fitness center and a cafeteria, which is
consistent with the General Plan policies for the East of 101 Area.
3. The proposed Project modifications will not be adverse to the public health, safety, or
general welfare of the comp aunity, nor detrimental to surrounding properties or improvements. The
proposed phasing would continue to provide the required parking necessary for the existing uses on-
site. While some of the spaces will be provided off -site, the spaces will be in close proximity to the
subject property and pedestrian safety design elements will be installed to protect employees parking
off -site at 213 East Grand, and to clearly delineate pedestrian crossings for drivers.
4. The proposed Project modifications comply with the design and development
standards applicable to the BTP zone district and the East of 101 Area Plan in that the Project is a
campus -style development that provides on -site amenities, such as a fitness center and a cafeteria,
4
which are consistent with the General Plan policies for the East of 101 Area. The overall site design
is not being altered with the proposed modifications.
5. The proposed Use Permit modifications and associated Development Agreement
modifications will not impact the design, location, size and operation characteristics of the originally
approved Project. The Project is a campus -style R &D development that is consistent with the intent
of the East of 101 Area Plan and will continue to be compatible with the existing and reasonably
foreseeable future land uses in the vicinity. While the proposed phasing and parking plan
modifications alter the operational characteristics of the originally approved Project, the off -site
parking is in close proximity to the subject Property and will not be disruptive to other land uses in
the vicinity.
6. The 15.75 acres site is physically suitable for the type and intensity of the R &D land
use that currently occupies the site. The General Plan specifically contemplates the proposed type of
Project and the suitability of the site for development was analyzed thoroughly in the environmental
document prepared for the project. The proposed Project modifications will have no impact on these
features.
7. An Environmental Impact Report was prepared for the Project in accordance with the
provisions of CEQA. Mitigation measures have been incorporated into the Project which reduce all
but three identified impacts to a less than significant level. The City Council certified the EIR (State
Clearinghouse number 2005- 042121) on July 12, 2006. The EIR included a Mitigation Monitoring
and Reporting Program along with a Statement of Overriding Consideration. The modifications to
the parking during the Project phasing have been analyzed and have been determined to be minor
and temporary with no substantive changes that would result in any additional environmental
impacts. Therefore, no further CEQA action is required.
C. Use Permit — Off-Site Parkin
1. The proposed off -site parking during Phase IV will be within 400 feet of the subject
property, at 213 East Grand, which is Iocated one property (approximately 300' -350') west of the
development property, within easy walking distance, and is also owned by the applicant. Access
between the subject property and 213 East Grand will be provided along a paved handicap accessible
walkway.
2. The First Amendment to the Development Agreement will meet the condition
requiring a parking agreement as it covers the terms and provisions related to the proposed off-site
parking at 213 East Grand Avenue. It has been approved by the City Attorney and will be recorded in
the County Recorder's Office,
D. Development Agreement
I. The Owner and City have negotiated a First Amendment to the Development
Agreement ( "Development Agreement ") pursuant to Government Code section 65864 et seq. The
Development Agreement, attached hereto as Exhibit B, sets for the duration, property, project
criteria, and other required information identified in Government Code section 65865.2. Based on
the findings in support of the Project, the Planning Commission finds that the Development
Agreement, vesting a project for a campus -style development of office and R &D buildings, is
consistent with the consistent with the objectives, policies, general land uses and programs specified
in the South San Francisco General Plan and any applicable zoning regulations.
2. The Development Agreement is compatible with the uses authorized in, and the
regulations prescribed for the land use district in which the real property is located. The subject site
is physically suitable for the type and intensity of the land use being proposed. The General Plan
specifically contemplates the proposed type of project and the suitability of the site for development
was analyzed thoroughly in the environmental document prepared for the Project.
3. The Development Agreement is in conformity with public convenience, general
welfare and good land use practice.
4. The Development Agreement will not be detrimental to the health, safety and general
welfare.
5. The Development Agreement will not adversely affect the orderly development of
property or the preservation of property valued.
NOW, THEREFORE, 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 hereby makes the findings contained in this Resolution, and conditionally approves
the Use Permit Modifications (UPM13 -0002) and Modifications to the associated Development
Agreement (DAA13 -0002) for the Project.
BE IT FURTHER RESOLVED that the conditional approvals stated herein are conditioned
upon the approval and execution of the First Amendment to the Development Agreement for the 249
East Grand Avenue Project,
BE IT FURTHER RESOLVED that the Planning Commission of the City of South San
Francisco hereby makes the findings contained in this Resolution, and recommends that the City
Council adopt an ordinance approving the proposed First Amendment to the Development
Agreement for the 249 East Grand Avenue Project, attached as Exhibit B.
BE IT FURTHER RESOLVED that the Resolution shall become effective immediately upon
its passage and adoption.
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 20th day of June, 2013 by the
following vote:
0
AYES; Chain2erson Ochsenhirt Commissioner Giusti Commissioner Khalfin
Commissioner Sim Commissioner Wong and Commissioner Zemke
NOES:
ABSTENTIONS:
ABSENT: Vice Chairperson Martin___
Attest: /s /Susy Kalkin
Susy Kalkin
Secretary to the Planning Commission
EXHIBIT A
PROPOSED CONDITIONS OF APPROVAL
249 East Grand Avenue Project
Use Permit Modifications and Modifications to the Associated Development Agreement
P05 -0019, UPM13 -0002 & DAA13 -0002
As recommended by City Staff on June 20, 2013)
A. Planning Division requirements shall be as follow:
The Project shall be constructed substantially as indicated on the attached 249 East Grand Plans, as
prepared by DGA planning, architecture, interiors; the FIR, including the Draft and Final FIR
certified for the 249 Fast Grand Avenue Project and appendices thereto; all site plans, and all reports,
minutes, and public testimony submitted as part of the Planning Commission's duly noticed June 20,
2013, meetings; and any other evidence (within the meaning of Public Resources Code §21080(e)
and §21082.2), except as otherwise modified by the following conditions:
1. The applicant shall comply with all previous Conditions of Approval included in the July 12,
2006 City Council approval of UP05 -0005, DR05 -0043, SIGNS06 -0008, PM05 -0002,
PUD05 -0001 and TDM05 -0001 for the construction of the 249 East Grand Avenue site.
2. The applicant shall comply with all applicable mitigation measures identified in the 249 East
Grand Avenue Project FIR and the Mitigation Monitoring and Reporting Program (MMRP).
3. The parking ratio for the 249 East Grand Avenue project shall be 2.5 parking spaces 1,000
square feet. However, if the applicant wishes to increase the required parking ratio up to, but
not more than, 2.83 parking spaces per 1,000 square feet the applicant shall provide written
notice to the City at least sixty (60) days before the increase in the required parking ratio is to
become effective; simultaneously the applicant shall also submit to the City a Transportation
Demand Management (TDM) report documenting that the goal of 32% alternative mode
usage by employees within the Project has been achieved as of date not more than sixty (60)
days prior to the submission of such TDM report to the City.
4. Prior to approval of the first building and/demolition permit for off -site parking at 213 East
Grand Avenue, the applicant shall submit plans that detail the parking plan, landscaping, and
both vehicular and pedestrian circulation paths for approval by the City Chief Planner.
5. The applicant shall not sell or otherwise transfer their interest in the parcel at 213 East Grand
Avenue during the temporary use of the site for required parking for the 249 -289 East Grand
Avenue site.
6. Upon completion of Phase IV and the new permanent parking at 249 -289 East Grand
Avenue, which includes all four (4) of the approved buildings and the parking garage, the
applicant shall abandon the temporary parking use at 213 East Grand Avenue.
7. The applicant shall comply with all standard conditions as outlined in the "Standard
Conditions and Limitations for Commercial Industrial, Mixed -Use and Multi- Family
Residential Projects ", dated February 2013. Accordingly, minor changes or deviations from
the approved plans may be approved by the Chief Planner; significant changes shall require
approval of the Planning Commission.
All of the above entitlements shall not become effective until after the Ordinance
approving the requested modifications to the Development Agreement becomes
effective.
Planning Division contact: Catherine Barber (650) 877 -8535)
B. Engineering Division requirements shall be as follow:
The applicant shall restripe all crosswalks and survey all sidewalks for any tripping hazards
from the off -site parking area at 213 East Grand to 249 -289 East Grand.
Engineering Division contact: Sam Bautista, Principal Engineer (650) 829 -6652)
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RESOLUTION NO. 2805-2017
PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO
STATE OF CALIFORNIA
RESOLUTION MAKING FINDINGS AND RECOMMENDING THAT THE CITY
COUNCIL MAKE A DETERMINATION THAT THE REVISED 249-279 EAST GRAND
AVENUE PROJECT (UPM17-0004) IS FULLY WITHIN THE SCOPE OF
ENVIRONMENTAL ANALYSIS AS DESCRIBED IN THE 2005 ENVIRONMENTAL
IMPACT REPORT (EIR) (EIR5-0001) AND THAT THE 2017 ADDENDUM IS THE
APPROPRIATE ENVIRONMENTAL DOCUMENT FOR THE PROJECT
WHEREAS, in 2006, the City of South San Francisco (“City”) adopted (1) Ordinance No. 1372-
2006 approving a development agreement with Alexandria Real Estate Equities, Inc.
(“Applicant”), (2) Resolution No. 53-2006 approving a Use Permit, Design Review, and
Transportation Demand Management (TDM) program, and certifying the 2005 Environmental
Impact Report (“2005 EIR”) (State Clearinghouse No 2005042121) for the construction of four
Research & Development/office buildings, a parking garage, surface parking, and related
improvements on an approximately 15.75-acre site located at 249-279 East Grand Avenue
("Project" or "249 East Grand Avenue Project"); and
WHEREAS, applicant proposes to increase Floor Area Ratio (FAR) for the Project from 0.75 to
0.85 by increasing the size of the fourth (4th) building by 69,059 square feet (sq. ft.) to a total
building square footage of 202,260 and the height from four (4) to six (6) stories, and requests a
parking reduction to 2.17 parking spaces/ 1,000 sq. ft. for the Project in the Business and
Technology Park (BTP) Zoning District, which requires approval of a Development Agreement
Amendment, Use Permit modification, Transportation Demand Management Plan, and Design
Review; and
WHEREAS, the Design Review Board reviewed the Project at its April 18, 2017 meeting, and
strongly recommended approval of the Project; and
WHEREAS, environmental analysis for the proposed Project was conducted, which concluded
that the environmental effects associated with construction and operation of the revised Project
are fully within the scope of the environmental analysis conducted in the 2005 EIR, such that the
Project does not meet the criteria under California Environmental Quality Act (CEQA)
Guidelines Sections 15164 or 15162 justifying preparation of a subsequent EIR and thus, an
addendum is the appropriate environmental document for the Project; and
WHEREAS, pursuant to CEQA Guidelines Section 15164, an addendum to the 2005 EIR was
prepared for the Project (“2017 Addendum”), which along with the 2005 EIR is attached hereto
and incorporated herein as Exhibit A and Exhibit B, respectively; and
WHEREAS, the Planning Commission held a properly noticed public hearing on August 17,
2017, at which time interested parties had the opportunity to be heard, to review the Project and
the 2017 Addendum, as well as supporting documents, prior to the Planning Commission making
its decision on the Project; and
WHEREAS, the Planning Commission exercised its independent judgment and analysis, and
considered all reports, recommendations and testimony before making a determination on the
Project.
NOW THEREFORE, based on the entirety of the record before it, which includes without
limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. and
the CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San
Francisco General Plan, and General Plan Environmental Impact Report; the South San
Francisco Municipal Code; 2005 EIR, and associated Mitigation Monitoring and Reporting
Programs and Statement of Overriding Considerations; all site plans, and all reports, minutes,
and public testimony submitted as part of the Planning Commission’s duly noticed August 17,
2017 meeting; and any other evidence (within the meaning of Public Resources Code §21080(e)
and §21082.2), the Planning Commission of the City of South San Francisco hereby finds as
follows:
A. General Findings
1. The foregoing recitals are true and correct and made a part of this Resolution.
2. Exhibit A (2017 Addendum) and Exhibit B (2005 EIR) attached to this Resolution, and
the associated Statement of Overriding Considerations and its adopting resolution, are
incorporated by reference as if set forth fully herein and all findings contained within those
documents are also incorporated 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 the Planning Manager.
B. CEQA Findings
1. The Planning Commission, pursuant to CEQA Guidelines section 15164, subsection (d),
has considered the 2017 Addendum prepared for the Project including the related environmental
analysis, along with the previously certified 2005 EIR.
2. Upon consideration of the 2017 Addendum, the Planning Commission finds that the
proposed Project will not result in any of the conditions identified in CEQA Guidelines section
15162 that would require further environmental review through preparation of a subsequent EIR.
3. The Project will not create any new significant impacts or substantially more severe
impacts as compared to those already identified and analyzed in the 2005 EIR. Further, the
Planning Commission finds that there is no 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 Project.
4. Accordingly, the Planning Commission finds that CEQA Guidelines section 15162 does
not require any further CEQA review, and that the 2017 Addendum, prepared pursuant to CEQA
Guidelines section 15164, is the appropriate environmental document for approval of the
Project.
NOW, THEREFORE, BE IT FURTHER RESOLVED that the Planning Commission of the
City of South San Francisco hereby makes the findings contained in this Resolution, and
recommends that the City Council adopt a resolution making a determination that the revised
Project is fully within the scope of the environmental analysis as described in the 2005
Environmental Impact Report and the 2017 Addendum is the appropriate environmental
document for approval of the Project and no further environmental review is required.
BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its
passage and adoption.
* * * * * * *
I hereby certify that the foregoing resolution was adopted by the Planning Commission of
the City of South San Francisco at a regular meeting held on the 17th day of August, 2017 by the
following vote:
AYES: Chairperson Faria, Vice Chairperson Nagales, Commissioner Wong, Commissioner
Shihadeh, Commissioner Ruiz, Commissioner Murphy
NOES:
ABSTENTIONS:_______________________________________________________________
ABSENT: Commissioner Tzang
Attest_/s/Sailesh Mehra__________
Secretary to the Planning Commission
RESOLUTION NO. 2806-2017
PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO
STATE OF CALIFORNIA
RESOLUTION MAKING FINDINGS AND RECOMMENDING THAT THE CITY
COUNCIL TAKE THE FOLLOWING ACTIONS: (1) ADOPT AN ORDINANCE
APPROVING THE THIRD AMENDMENT TO THE DEVELOPMENT AGREEMENT
(DAA17-0003) BETWEEN ARE-SAN FRANCISCO NO. 12, LLC (“ARE-SF 12”), ARE-
SAN FRANCISCO NO.44, LLC, AND ARE-SAN FRANCISCO NO.46, LLC AND THE
CITY OF SOUTH SAN FRANCISCO, AND (2) ADOPT A RESOLUTION APPROVING
A USE PERMIT MODIFICATION (UPM17-0004), PARKING REDUCTION REQUEST,
TRANSPORTATION DEMAND MANAGEMENT PLAN (TDM17-0003), AND DESIGN
REVIEW (DR17-0024) AT 249-279 EAST GRAND AVENUE IN THE BUSINESS AND
TECHNOLOGY PARK (BTP) ZONING DISTRICT SUBJECT TO THE DRAFT
CONDITIONS OF APPROVAL
WHEREAS, in 2006, the City of South San Francisco (“City”) adopted (1) Ordinance No. 1372-
2006 approving a Development Agreement with Alexandria Real Estate Equities, Inc.
(“Applicant”), (2) Resolution No. 53-2006 approving a Use Permit, Design Review, and
Transportation Demand Management (TDM) program, and certifying the 2005 Environmental
Impact Report (“2005 EIR”) (State Clearinghouse No. 2005042121) for the construction of four
Research & Development (R&D)/ Office buildings, a parking garage, surface parking, and
related improvements on an approximately 15.75-acre site located at 249-279 East Grand
Avenue ("Project" or "249 East Grand Avenue Project"); and
WHEREAS, applicant proposes to increase Floor Area Ratio (FAR) for the Project from 0.75 to
0.85 by increasing the size of the fourth (4th) building by 69,059 square feet (sq. ft.) to a total
building square footage of 202,260, and the height from four (4) to six (6) stories, and requests a
parking reduction to 2.17 parking spaces/ 1,000 sq. ft. for the Project in the Business and
Technology Park (BTP) Zoning District, which requires approval of a Development Agreement
Amendment, Use Permit Modification, TDM, and Design Review; and
WHEREAS, the Design Review Board reviewed the Project at its April 18, 2017 meeting, and
strongly recommended approval of the Project; and
WHEREAS, environmental analysis for the proposed Project was conducted, which concluded
that the environmental effects associated with construction and operation of the Project are fully
within the scope of the environmental analysis conducted in the 2005 EIR, such that the Project
does not meet the criteria under California Environmental Quality Act (CEQA) Guidelines
Sections 15164 or 15162 justifying preparation of a subsequent EIR and thus, an addendum is
the appropriate environmental document for the Project; and
WHEREAS, pursuant to CEQA Guidelines Section 15164, an addendum to the 2005 EIR was
prepared for the Project (“2017 Addendum”) and recommended to the City Council for approval
by a separate resolution of the Planning Commission; and
WHEREAS, the Planning Commission held a properly noticed public hearing on August 17,
2017, at which time interested parties had the opportunity to be heard, to review the Project and
the 2017 Addendum, as well as supporting documents, prior to the Planning Commission making
its decision on the Project; and
WHEREAS, the Planning Commission exercised its independent judgment and analysis, and
considered all reports, recommendations and testimony before making a determination on the
Project.
NOW THEREFORE, based on the entirety of the record before it, which includes without
limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. and
the CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San
Francisco General Plan, and General Plan Environmental Impact Report; the South San
Francisco Municipal Code; 2005 EIR, and associated Mitigation Monitoring and Reporting
Programs and Statement of Overriding Considerations; all site plans, and all reports, minutes,
and public testimony submitted as part of the Planning Commission’s duly noticed August 17,
2017 meeting; and any other evidence (within the meaning of Public Resources Code §21080(e)
and §21082.2), the Planning Commission of the City of South San Francisco hereby finds 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 (Third Amendment to
Development Agreement) and Exhibit B (Draft Conditions of Approval), are incorporated by
reference as if they were each 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 the Planning Manager.
B. Conditional Use Permit Findings
1. The proposed Project is allowed within the applicable zoning district and complies with all
applicable standards of the Zoning Ordinance and Municipal Code, including those in
Chapter 20.110 (“Employment Districts”) as well as the implementing policies and
guidelines found in the Business & Technology Park Zoning District because as proposed for
revision, the Project remains a campus-style development that provides on-site amenities,
such as a fitness center and cafeteria, which are consistent with the General Plan policies for
the East of 101 area.
2. The proposed Project is consistent with the City’s General Plan because the building
enhancements and associated amenities and landscaping are consistent with the policies and
design direction provided in the South San Francisco General Plan for the Business &
Technology Park land use designation.
3. The proposed use will not be adverse to the public health, safety or general welfare of the
community, nor be detrimental to the surrounding properties or improvements because the
proposed Project is located in the Business & Technology Park area of the community and
will be transforming a parking lot into uses that are consistent with the General Plan
designation and zoning regulations for the area; and because the Project continues a campus-
style environment and remains consistent with the maximum FAR of 1.0 with
implementation of a Transportation Demand Management Program.
4. The proposed Project complies with the City’s design guidelines which were used to evaluate
the Project by staff and the City’s Design Review Board at their meeting on April 18, 2017.
5. The design, location, size and operating characteristics of the proposed activity would be
compatible with the existing and reasonably foreseeable future land uses in the vicinity
because the project is campus-oriented and provides similar amenities to surrounding office/
R&D sites.
6. The site is physically suitable for the type, density and intensity of use being proposed,
including access, utilities, and the absence of physical constraints because the project site is
located directly adjacent to other office/ R&D sites with similar connections and physical and
topographical characteristics.
7. An environmental determination has been prepared in accordance with the California
Environmental Quality Act in that the 2017 Addendum was prepared, which concluded that
the proposed Project is fully within the analysis of the 2005 certified EIR and no further
environmental review is necessary because the Project will not result in any new or
substantially more severe significant environmental effects than identified in the EIR.
Findings Required in addition to the Conditional Use Permit Findings (SSFMC 20.330.006):
8. Based on the nature of the proposed operation; proximity to frequent transit service;
transportation characteristics of persons residing, working, or visiting the site; and because
the applicant has undertaken a Transportation Demand Management program, parking
demand for the proposed use will be reduced and parking demand should not exceed the
provided parking on-site.
9. Based on the analysis contained in the Draft TDM plan and Transportation memo prepared
for the Project, the use will adequately be served by the proposed on-site parking since the
site will be more than adequately served by the proposed surface parking and four-story
parking garage.
10. Parking demand generated by the Project will not exceed the capacity of or have a
detrimental impact on the supply of on-street parking in the surrounding area since the Draft
TDM outlines programs and strategies that substantially support a request for a parking
reduction from 2.5 parking spaces/ 1,000 sq. ft. to 2.17 parking spaces/ 1,000 sq. ft.
C. Design Review Findings
1. The Project is consistent with the applicable standards and requirements of the Zoning
Ordinance because as submitted and modified through the Design Review process, this
Project meets or complies with the applicable standards included in the Employment
Districts (Chapter 20.110).
2. The General Plan Land Use Designation for the site is Business & Technology Park
(BTP) and the proposed Project is consistent with the General Plan because the proposed
R&D/ Office building use is consistent with the policies and design direction provided in
the South San Francisco General Plan for the Business & Technology Park land use
designation.
3. The Project is consistent with the design guidelines adopted by the City Council in that
the proposed use is consistent with projects in the East of 101 area and remains a campus-
style development that provides on-site amenities.
4. The proposed Project is subject to a Use Permit approval and those findings have
adequately made in support of the Project.
5. The Project is consistent with the applicable design review criteria in Section 20.480.006
(“Design Review Criteria”) because the Project has been evaluated against, and found to
be consistent with, each of the eight design review criteria included in the “Design
Review Criteria” section of the Ordinance.
D. Transportation Demand Management (TDM) Plan Findings
1. The proposed trip reduction measures are feasible and appropriate for the Project,
considering the proposed use or mix of uses and the Project’s location, size, and hours of
operation.
2. The proposed performance guarantees and conditions of approval will ensure that the target
alternative mode use established for the Project by the Zoning Ordinance will be achieved
and maintained since the conditions of approval require continuing ongoing developer
support to the Project site.
E. Development Agreement Findings
1. The proposed Amendment to the Development Agreement is consistent with the objectives,
policies, general land uses and programs specified in the general plan and any applicable
specific plan because the proposed project is an Office/ R&D facility that meets the Business
and Technology Park general plan land use provisions and programs.
2. The proposed Amendment to the Development Agreement is compatible with the uses
authorized in, and the regulations prescribed for the land use district in which the real
property is located because the project provides an office/ R&D facility with a campus-style
environment.
3. The proposed Amendment to the Development Agreement is in conformity with public
convenience, general welfare and good land use practice because the amendment enhances
the site plan and further improves the pedestrian environment from the public right-of-way.
4. The proposed Amendment to the Development Agreement will not be detrimental to the
health, safety and general welfare because the amendment preserves a campus-like
environment and creates a rails-to-trails connection for employees and visitors.
5. The proposed Amendment to the Development Agreement will not adversely affect the
orderly development of property or the preservation of property valued because the
amendment improves the property’s campus-like environment and is consistent with
surrounding R&D and office uses.
NOW, THEREFORE, BE IT FURTHER RESOLVED subject to the Conditions of Approval,
attached as Exhibit B to this Resolution, the Planning Commission of the City of South San
Francisco hereby makes the findings contained in this Resolution and recommends that the City
Council take the following actions: (1) adopt an ordinance approving the Third Amendment to
the Development Agreement (DAA17-0003) substantially in the form attached as Exhibit A, and
(2) adopt a resolution approving a Use Permit Modification (UPM17-0004), Parking Reduction
Request, Transportation Demand Management Plan (TDM17-0003), and Design Review (DR17-
0024) for the Project.
BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its
passage and adoption.
* * * * * * *
I hereby certify that the foregoing resolution was adopted by the Planning Commission of
the City of South San Francisco at a regular meeting held on the 17th day of August, 2017 by the
following vote:
AYES: Chairperson Faria, Vice Chairperson Nagales, Commissioner Wong, Commissioner
Shihadeh, Commissioner Ruiz, Commissioner Murphy
NOES:
ABSTENTIONS:_______________________________________________________________
ABSENT: Commissioner Tzang
Attest_/s/Sailesh Mehra__________
Secretary to the Planning Commission
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-965 Agenda Date:10/11/2017
Version:1 Item #:8a.
Resolution making findings and approving the use permit modification,parking reduction request,
transportation demand management plan,and design review at 249-279 East Grand Avenue in the Business and
Technology Park Zoning District subject to the draft conditions of approval.
WHEREAS,Alexandria Real Estate Equities,Inc.(“Applicant”)sought approval for the construction of four
research &development (R&D)/office buildings,a parking garage,surface parking,and related improvements
on an approximately 15.75-acre site located at 249-279 East Grand Avenue ("Project"or "249 East Grand
Avenue Project"); and
WHEREAS, in approving the Project in 2006, the City of South San Francisco (“City”) adopted the following:
(1)Ordinance No.1372-2006 approving a development agreement with Alexandria Real Estate Equities,
Inc.,
(2)Resolution No.53-2006 approving a use permit,design review,and transportation demand management
(TDM)program,and certifying the 2006 Environmental Impact Report (“2006 EIR”)(State
Clearinghouse No 2005042121); and
WHEREAS,Applicant now proposes to increase the floor area ratio (FAR)for the Project from 0.75 to 0.85 by
increasing the size of the fourth (4th)building by 69,059 square feet (sq.ft.)to a total building square footage
of 202,260,and the height from four (4)to six (6)stories,and requests a parking reduction to 2.17 parking
spaces/1,000 sq.ft.for the Project in the Business and Technology Park (BTP)Zoning District,which requires
approval of a third amendment to the development agreement (“Third Amendment”),use permit modification,
TDM, and design review; (“Revised Project”) and
WHEREAS,the Design Review Board reviewed the Revised Project at its April 18,2017 meeting,and strongly
recommended approval of the Revised Project; and
WHEREAS,environmental analysis for the Revised Project was conducted,which concluded that the
environmental effects associated with construction and operation of the Revised Project are fully within the
scope of the environmental analysis conducted in the 2006 EIR,such that the Revised Project does not meet the
criteria under California Environmental Quality Act (CEQA)Guidelines sections 15164 or 15162 justifying
preparation of a subsequent EIR and thus,an addendum is the appropriate environmental document for the
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File #:17-965 Agenda Date:10/11/2017
Version:1 Item #:8a.
Revised Project; and
WHEREAS,pursuant to CEQA Guidelines section 15164,an addendum to the 2006 EIR was prepared for the
Revised Project (“2017 Addendum”); and
WHEREAS,the Planning Commission reviewed the Revised Project and recommended approval of the Third
Amendment,use permit modification,parking reduction request,TDM plan,and design review,as well as the
2017 Addendum at its public hearing on August 17, 2017; and
WHEREAS,the City Council held a properly noticed public hearing on October 11,2017,at which time
interested parties had the opportunity to be heard,and to review the Revised Project and the 2017 Addendum,
as well as supporting documents, prior to the City Council making its decision on the Revised Project; and
WHEREAS,the City Council exercised its independent judgment and analysis,and considered all reports,
recommendations and testimony before making a determination on the Revised Project.
NOW THEREFORE,BE IT RESOLVED,based on the entirety of the record before it,which includes without
limitation,the California Environmental Quality Act (CEQA),Public Resources Code §21000,et seq.and the
CEQA Guidelines,14 California Code of Regulations §15000,et seq.;the South San Francisco General Plan,
and General Plan Environmental Impact Report (EIR);the South San Francisco Municipal Code;2006 EIR,
and associated mitigation monitoring and reporting programs (MMRP)and statement of overriding
considerations (SOC);all site plans,and all reports,minutes,and public testimony submitted as part of the
Planning Commission’s duly noticed August 17,2017 meeting;all site plans,and all reports,minutes,and
public testimony submitted as part of the City Council’s duly noticed October 11,2017 meeting;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.General Findings
1.The foregoing recitals are true and correct and made a part of this resolution.
2.The Exhibit attached to this resolution as Exhibit A (draft conditions of approval),is incorporated by
reference as if they were each 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 the Planning Manager.
B.Conditional Use Permit Findings
1.The Revised Project is allowed within the applicable zoning district and complies with all applicable
standards of the Zoning Ordinance and Municipal Code,including those in Chapter 20.110 (“Employment
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File #:17-965 Agenda Date:10/11/2017
Version:1 Item #:8a.
standards of the Zoning Ordinance and Municipal Code,including those in Chapter 20.110 (“Employment
Districts”)as well as the implementing policies and guidelines found in the Business &Technology Park
Zoning District because as proposed for revision,the Revised Project remains a campus-style development
that provides on-site amenities,such as a fitness center and cafeteria,which are consistent with the General
Plan policies for the East of 101 area.
2.The Revised Project is consistent with the City’s General Plan because the building enhancements and
associated amenities and landscaping are consistent with the policies and design direction provided in the
South San Francisco General Plan for the Business & Technology Park land use designation.
3.The proposed use will not be adverse to the public health,safety or general welfare of the community,nor
be detrimental to the surrounding properties or improvements because the Revised Project is located in the
Business &Technology Park area of the community and will be transforming a parking lot into uses that are
consistent with the General Plan designation and zoning regulations for the area;and because the Revised
Project continues a campus-style environment and remains consistent with the maximum FAR of 1.0 with
implementation of a TDM program.
4.The Revised Project complies with the City’s design guidelines which were used to evaluate the Revised
Project by staff and the City’s Design Review Board at their meeting on April 18, 2017.
5.The design,location,size and operating characteristics of the proposed activity would be compatible with
the existing and reasonably foreseeable future land uses in the vicinity because the project is campus-
oriented and provides similar amenities to surrounding office/R&D sites.
6.The site is physically suitable for the type,density and intensity of use being proposed,including access,
utilities,and the absence of physical constraints because the project site is located directly adjacent to other
office/R&D sites with similar connections and physical and topographical characteristics.
7.An environmental determination has been prepared in accordance with the California Environmental
Quality Act in that the 2017 Addendum was prepared,which concluded that the Revised Project is fully
within the analysis of the 2006 certified EIR and no further environmental review is necessary because the
Revised Project will not result in any new or substantially more severe significant environmental effects
than identified in the EIR.
Findings Required for Parking Reduction Request in addition to the Conditional Use Permit Findings (SSFMC
20.330.006):
8.Based on the nature of the proposed operation;proximity to frequent transit service;transportation
characteristics of persons residing,working,or visiting the site;and because the applicant has undertaken a
TDM program,parking demand for the proposed use will be reduced and parking demand should not
exceed the provided parking on-site.
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9.Based on the analysis contained in the TDM plan and transportation memo prepared for the Revised
Project,the use will adequately be served by the proposed on-site parking since the site will be more than
adequately served by the proposed surface parking and four-story parking garage.
10.Parking demand generated by the Revised Project will not exceed the capacity of or have a detrimental
impact on the supply of on-street parking in the surrounding area since the TDM outlines programs and
strategies that substantially support a request for a parking reduction from 2.5 parking spaces/1,000 sq.ft.
to 2.17 parking spaces/ 1,000 sq. ft.
C.Design Review Findings
1.The Revised Project is consistent with the applicable standards and requirements of the Zoning Ordinance
because as submitted and modified through the design review process,the Revised Project meets or
complies with the applicable standards included in the Employment Districts (Chapter 20.110).
2.The General Plan Land Use Designation for the site is Business &Technology Park (BTP)and the Revised
Project is consistent with the General Plan because the proposed R&D/Office building use is consistent
with the policies and design direction provided in the South San Francisco General Plan for the Business &
Technology Park land use designation.
3.The Revised Project is consistent with the design guidelines adopted by the City Council in that the
proposed use is consistent with projects in the East of 101 area and remains a campus-style development
that provides on-site amenities.
4.The Revised Project is subject to use permit approval and those findings have been adequately made above
in support of the Revised Project.
5.The Revised Project is consistent with the applicable design review criteria in Section 20.480.006 (“Design
Review Criteria”)because the Revised Project has been evaluated against,and found to be consistent with,
each of the eight design review criteria included in the “Design Review Criteria”section of the Zoning
Ordinance.
D.Transportation Demand Management (TDM) Plan Findings
1.The proposed trip reduction measures are feasible and appropriate for the Revised Project,considering the
proposed use or mix of uses and the Revised Project’s location, size, and hours of operation.
2.The proposed performance guarantees and conditions of approval will ensure that the target alternative
mode use established for the Revised Project by the Zoning Ordinance will be achieved and maintained
since the conditions of approval require continuing ongoing developer support at the site of the Revised
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File #:17-965 Agenda Date:10/11/2017
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Project.
E.Development Agreement Findings
1.The Third Amendment is consistent with the objectives,policies,general land uses and programs
specified in the general plan and any applicable specific plan because the Revised Project is an office/R&D
facility that meets the Business and Technology Park general plan land use provisions and programs.
2.The Third Amendment is compatible with the uses authorized in,and the regulations prescribed for the
land use district in which the real property is located because the Revised Project provides an office/R&D
facility with a campus-style environment.
3.The Third Amendment is in conformity with public convenience,general welfare and good land use
practice because the Third Amendment enhances the site plan and further improves the pedestrian
environment from the public right-of-way.
4.The Third Amendment will not be detrimental to the health,safety and general welfare because the
amendment preserves a campus-like environment and creates a rails-to-trails connection for employees and
visitors.
5.The Third Amendment will not adversely affect the orderly development of property or the preservation
of property valued because the Third Amendment improves the property’s campus-like environment and is
consistent with surrounding R&D and office uses.
BE IT FURTHER RESOLVED subject to the conditions of approval,attached as Exhibit A to this resolution,
the City Council of the City of South San Francisco hereby makes the findings contained in this resolution and
approves use permit modification (UPM17-0004),parking reduction request,TDM plan (TDM17-0003),and
design review (DR17-0024) for the Revised Project.
BE IT FURTHER RESOLVED that this resolution shall become effective immediately upon its passage and
adoption.
*****
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CONDITIONS OF APPROVAL
UPM17-0004: DAA17-0003, TDM17-0003, DR17-0024
249-279 East Grand Avenue
(As approved by the City Council on October 11, 2017)
A) Planning Division requirements shall be as follows:
1. The applicant shall comply with the City's Standard Conditions of Approval for Commercial,
Industrial, Mixed-Use and Multi-Family Residential Projects and with all the requirements of
all affected City Divisions and Departments as contained in the attached conditions, except as
otherwise amended by the following Conditions of Approval.
2. The project drawings, comprised of the proposed R&D/ office building, parking garage, and
landscape improvements, shall substantially comply with the approved plans prepared by
DGA dated July 2017, as approved by the Planning Commission in association with UPM17-
0004 and DR17-0024, as amended by the Conditions of Approval. The final plans shall be
subject to the review and approval of the Chief Planner.
3. Any modification to the approved plans shall be subject to SSFMC Section 20.450.012
(“Modification”), whereby the Chief Planner may approve minor changes. All exterior
design modifications, including any and all utilities, shall be presented to the Chief Planner
for a determination.
4. The project is required to comply with applicable mitigation measures identified in the 2005
EIR, as addressed as part of the 2017 Addendum.
5. All existing and proposed landscaping shall be maintained in a sufficient manner to the Chief
Planner’s satisfaction. A final landscaping plan shall be submitted and approved by the
Chief Planner as part of the Building Division permit submittal.
6. All landscaping installed within the public right-of-way shall be maintained by the property
owner.
7. Prior to the issuance of building permits, the applicant shall submit proof to the Planning
Division of Federal Aviation Authority (FAA) clearance/authorization for the height of the
proposed structure.
8. All equipment (either roof or ground-mounted) shall be screened from view of public streets
and neighboring properties through the use of integral architectural elements, such as
enclosures or roof screens, and potentially landscape screening. Equipment enclosures
and/or roof screens shall be painted and/or finished to match the building. Prior to the
issuance of building permits, the applicant shall review the proposed location, size and
screening of all mechanical equipment and utilities infrastructure and obtain Chief Planner
approval.
9. Prior to issuance of any building or construction permits for the construction of public
improvements, the final design for all public improvements shall be reviewed and approved
by the City Engineer and Chief Planner.
10. All parking areas are to be maintained free and clear of litter and storage and shall remain
clear for parking at all times. No outdoor storage of materials is allowed.
11. At no time shall any trash or operation materials be stored outside of the existing or new
commercial buildings. Such action could be subject to Code Enforcement Division action.
12. The applicant is responsible for maintaining site security prior to, and throughout the
construction process. This includes installation of appropriate fencing, lighting, remote
monitors, or on-site security personnel as needed.
13. Prior to approval of the building permit, the developer shall submit a building signage and
monument package, consistent with the approved Master Sign Program for the 249-279 East
Grand Avenue Project, for approval by the City’s Chief Planner.
14. The applicant shall provide a full-scale mockup of a section of exterior wall that shows the
cladding materials and finishes, windows, trim, and any other architectural features of the
building to fully illustrate building fenestration. A site inspection by Planning Division staff
will be required prior to proceeding with exterior construction.
15. In accordance with South San Francisco Municipal Code Section 20.400 (Transportation
Demand Management), prior to issuance of a building permit the applicant shall submit a
Final TDM Plan and ongoing monitoring program for review and approval by the Chief
Planner. The TDM Plan shall be designed to achieve a minimum 32% alternative mode use
target.
16. Any future use modification from R&D to another use that may increase the total number of
vehicle trips, would need to be adequately analyzed through CEQA and may require a Use
Permit Modification.
17. After the building permits are approved, but before beginning construction, the
owner/applicant shall hold a preconstruction conference with City Planning, Building, and
Engineering staff and other interested parties. The developer shall arrange for the attendance
of the construction manager, contractor, and all relevant subcontractors.
18. Per the adopted Climate Action Plan (http://www.ssf.net/DocumentCenter/View/6186), the
following mandatory requirements shall be included in the Building Division permit
submittal for review and approval by the Chief Planner:
Solar Wiring Installation - Measure 4.1, Action 3:
Require all new development to install conduit to accommodate wiring for solar.
Planning Division contact: Ryan Wassum at (650) 877-8535
B) Fire Department requirements shall be as follows:
1. Install fire sprinkler system per NFPA 13/SSFFD requirements under separate fire plan check
and permit for overhead and underground.
2. Exterior canopies and overhangs require fire sprinkler protection.
3. Fire sprinkler system shall be central station monitored per California Fire Code section
1003.3.
4. Install a standpipe system per NFPA 14/SSFFD requirements under separate fire plan check
and permit.
5. Install exterior listed horn/strobe alarm device, not a bell.
6. Elevator if provided shall not contain shunt-trips.
7. At least one elevator shall be sized for a gurney the minimum size shall be in accordance with
the CFC.
8. Buildings 4 stories or more will require a modified smoke control system. A rational analysis
is required before building plans are approved.
9. Fire alarm plans shall be provided per NFPA 72 and the City of South San Francisco Municipal
Code.
10. Provide fire extinguishers throughout the building.
11. All Non parking space curbs to be painted red to local Fire Code Specifications
12. Access road shall have all weather driving capabilities and support the imposed load of 75,000
pounds.
13. Road gradient and vehicle turning widths shall not exceed maximum allowed by engineering
department.
14. Provide fire flow in accordance with California Fire Code Appendix III-A.
15. Provide fire hydrants; location and number to be determined.
16. All buildings shall provide premise identification in accordance with SSF municipal code
section 15.24.100.
17. Provide Knox key box for each building with access keys to entry doors, electrical/mechanical
rooms, elevators, and others to be determined.
18. The minimum road width is 20 feet per the California Fire Code.
19. Local Fire Code and vehicle specifications and templates available at
http://www.ssf.net/depts/fire/prevention/fire_permits.asp
20. Provide HMBP including what chemicals are present and to what quantities.
21. Provide on the plan the control areas, list of hazardous material and quantities that will be
present in the laboratories, include all flammable and combustible materials.
22. All buildings shall have Emergency Responder Radio Coverage throughout in compliance
with Section 510 of the California Fire Code.
23. This new commercial construction will be assessed an adopted Public Safety Impact Fee. The
amount for Office/R & D is $0.13 per square foot for the Police Department and $0.31 per
square foot for the Fire Department.
Fire Department contact: Luis Da Silva, Fire Marshal at (650) 829-6645
C) Water Quality Division requirements shall be as follows:
1. Site is subject to C.3 requirements of the Municipal Regional Stormwater Permit
2. Sign and have engineer wet stamp forms for Low Impact Development.
3. Completed attached forms for Low Impact Development. Forms must be on 8.5in X 11in
paper and signed and wet stamped by a professional engineer. Calculations must be
submitted with this package. Use attached forms for completing documents, as old forms are
no longer sufficient A completed copy must also be emailed to andrew.wemmer@ssf.net
4. Complete attached Operation and Maintenance (O&M) agreements. Use attached forms for
completing documents, as old forms are no longer sufficient. A finished copy must also be
emailed to andrew.wemmer@ssf.net Do not sign agreement, as the city will need to
review prior to signature, prepare packet and submit with an address to send for
signature.
5. Submit flow calculations and related math for LID.
6. Do not use gravel bags for erosion control in the street. Drains in street must have inlet and
throat protection of a material that is not susceptible to brakeage from vehicular traffic.
7. No discharge from demolition (knock down water) shall be discharged into the storm drain
system.
8. The onsite catch basins are to be stenciled with the approved San Mateo Countywide
Stormwater Logo (No Dumping! Flows to Bay).
9. Landscaping shall meet the following conditions related to reduction of pesticide use on the
project site:
a. Where feasible, landscaping shall be designed and operated to treat stormwater runoff
by incorporating elements that collect, detain, and infiltrate runoff. In areas that
provide detention of water, plants that are tolerant of saturated soil conditions and
prolonged exposure to water shall be specified.
b. Plant materials selected shall be appropriate to site specific characteristics such as soil
type, topography, climate, amount and timing of sunlight, prevailing winds, rainfall,
air movement, patterns of land use, ecological consistency and plant interactions to
ensure successful establishment.
c. Existing native trees, shrubs, and ground cover shall be retained and incorporated into
the landscape plan to the maximum extent practicable.
d. Proper maintenance of landscaping, with minimal pesticide use, shall be the
responsibility of the property owner.
e. Integrated pest management (IPM) principles and techniques shall be encouraged as
part of the landscaping design to the maximum extent practicable. Examples of IPM
principles and techniques include:
i. Select plants that are well adapted to soil conditions at the site.
ii. Select plants that are well adapted to sun and shade conditions at the site. In
making these selections, consider future conditions when plants reach
maturity, as well as seasonal changes.
iii. Provide irrigation appropriate to the water requirements of the selected plants.
iv. Select pest-resistant and disease-resistant plants.
v. Plant a diversity of species to prevent a potential pest infestation from
affecting the entire landscaping plan.
vi. Use “insectary” plants in the landscaping to attract and keep beneficial insects.
10. No floatable bark shall be used in landscaping. Only fibrous mulch or pea gravel is allowed.
11. A SWPPP must be submitted. Drawings must note that erosion control shall be in effect all year
long.
12. A copy of the state approved NOI must be submitted.
13. Sprinkler test drain must discharge to the sanitary sewer.
14. Areas of parking garage exposed to rain shall be connected to the stormwater bio retention area.
15. If a kitchen/ prep area is to be installed, it shall connect to a grease interceptor at least 1500
gallons (liquid capacity) in size.
16. Grease interceptor shall be connected to all non-domestic wastewater sources in the kitchen.
Water Quality Control contact: Andrew Wemmer at (650) 829-3840
D) Building Division requirements shall be as follows:
1. Compliance will be determined with Building Division permit application.
Building Division contact: Phil Perry, Senior Building Inspector at (650) 829-6670
E) Engineering Division requirements shall be as follows:
The following items must be included in the plans or are requirements of the Engineering Division
and must be completed prior to the issuance of a permit:
1. STANDARD CONDITIONS
The developer shall comply with the applicable conditions of approval for commercial
projects, as detailed in the Engineering Division’s “Standard Conditions for Commercial
and Industrial Developments”, contained in our “Standard Development Conditions”
booklet, dated January 1998. This booklet is available at no cost to the applicant from the
Engineering Division.
2. SPECIAL CONDITIONS
a. A grading permit shall be obtained from the Engineering Division. The developer will
be responsible for paying for all fees, bonds, plan checking and all associated fees for
the grading permit. The developer will also place a cash deposit of $30,000 to pay for
all onsite, SWPPP compliance, grading compliance and dust control inspections.
b. The developer shall remove and replace all sidewalk fronting the project. The new
sidewalk shall comply with the City standard detail and shall provide the minimum
ADA width around the existing power poles. All work shall be done at no cost to the
City.
c. The developer shall obtain an encroachment permit for any work performed in the
City’s right-of-way and pay all associated fees, deposit and/or bonds. The developer
shall submit an Engineer’s estimate for all work performed in the City’s right-of-way
and place a bond or cash deposit for said work.
d. Prior to the issuance of a Building Permit for the project, the applicant shall pay the
Oyster Point Interchange Impact Fee, the East of 101 Sewer Impact Fee, and the East
of 101 Traffic Impact Fee. The fees are based on the CCI for June 2017; however, the
applicant shall pay the updated fee based on the current CCI when the building permit
is issued. These are the following East of 101 Impact Fees:
Project: 249 East Grand Avenue (Bldg #4)
Land Use: R&D
Area (sf): 202,260
Oyster Point Interchange Impact Fee (OPIIF)
12.30 ADT Trip Rate per 1,000 GSF per Land Use
2488 New Trips Generated
11722.15 ENR CCI (June 2017)
OPIIF = (New Trips Generated) * $154 (ENR's Latest CCI/6552.16)
Oyster Point Interchange Impact Fee= $ 685,422.91
East of 101 Sewer Impact Fee
All Land Use = 400 gallons per day
80904 Gallons generated
East of 101 Sewer Impact Fee = Gallons Generated * $4.79
East of 101 Sewer Impact Fee= $ 387,530.16
East of 101 Traffic Impact Fee
$ 5.89 Fee for Land Use
East of 101 Traffic Impact Fee = Fee for Land Use * Area (or Unit)
East of 101 Traffic Impact Fee = $ 1,191,311.40
TOTAL IMPACT FEES= $ 2,264,264.47
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-964 Agenda Date:10/11/2017
Version:1 Item #:8b.
Resolution making findings and a determination that the revised 249-279 East Grand Avenue project is within
the scope of environmental analysis as described in the 2006 Environmental Impact Report and that the 2017
Addendum is the appropriate environmental document for the project.
WHEREAS,Alexandria Real Estate Equities,Inc.(“Applicant”)sought approval for the construction of four
research &development (R&D)/office buildings,a parking garage,surface parking,and related improvements
on an approximately 15.75-acre site located at 249-279 East Grand Avenue ("Project"or "249 East Grand
Avenue Project"); and
WHEREAS, in approving the Project in 2006, The City of South San Francisco (“City”) adopted the following:
(1)Ordinance No.1372-2006 approving a development agreement with Alexandria Real Estate Equities,
Inc.,
(2)Resolution No.53-2006 approving a use permit,design review,and transportation demand management
(TDM)program,and certifying the 2006 Environmental Impact Report (“2006 EIR”)(State
Clearinghouse No 2005042121); and
WHEREAS,Applicant now proposes to increase the floor area ratio (FAR)for the Project from 0.75 to 0.85 by
increasing the size of the fourth (4th)building by 69,059 square feet (sq.ft.)to a total building square footage
of 202,260 and the height from four (4)to six (6)stories,and requests a parking reduction to 2.17 parking
spaces/1,000 sq.ft.for the Project in the Business and Technology Park (BTP)Zoning District,which requires
approval of a third amendment to the development agreement (“Third Amendment”),use permit modification,
TDM plan, and design review (“Revised Project”); and
WHEREAS,the Design Review Board reviewed the Revised Project at its April 18,2017 meeting,and strongly
recommended approval of the Revised Project; and
WHEREAS,environmental analysis for the Revised Project was conducted,which concluded that the
environmental effects associated with construction and operation of the Revised Project are fully within the
scope of the environmental analysis conducted in the 2006 EIR,such that the Revised Project does not meet the
criteria under California Environmental Quality Act (CEQA)Guidelines sections 15164 or 15162 justifying
preparation of a subsequent EIR and thus,an addendum is the appropriate environmental document for the
Revised Project; and
WHEREAS,pursuant to CEQA Guidelines section 15164,an addendum to the 2006 EIR was prepared for the
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File #:17-964 Agenda Date:10/11/2017
Version:1 Item #:8b.
WHEREAS,pursuant to CEQA Guidelines section 15164,an addendum to the 2006 EIR was prepared for the
Revised Project (“2017 Addendum”),which along with the 2006 EIR is attached hereto and incorporated herein
as Exhibit A and Exhibit B, respectively; and
WHEREAS,the Planning Commission considered and recommended approval of the environmental analysis
for the Revised Project at a public hearing on August 17, 2017; and
WHEREAS,the City Council held a properly noticed public hearing on October 11,2017,at which time
interested parties had the opportunity to be heard,and to review the Revised Project and the 2017 Addendum as
well as supporting documents prior to the City Council making its decision on the Revised Project; and
WHEREAS,the City Council exercised its independent judgment and analysis,and considered all reports,
recommendations, and testimony before making a determination on the Revised Project.
NOW THEREFORE,BE IT RESOLVED based on the entirety of the record before it,which includes without
limitation,the California Environmental Quality Act,Public Resources Code §21000,et seq.and the CEQA
Guidelines,14 California Code of Regulations §15000,et seq.;the South San Francisco General Plan,and
General Plan Environmental Impact Report;the South San Francisco Municipal Code;2006 EIR,and
associated mitigation monitoring and reporting programs (MMRP)and statement of overriding considerations
(SOC);all site plans,and all reports,minutes,and public testimony submitted as part of the City Council’s duly
noticed October 11,2017 meeting;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.General Findings
1.The foregoing recitals are true and correct and made a part of this resolution.
2.Exhibit A (2017 Addendum)and Exhibit B (2006 EIR)attached to this resolution,and the associated
statement of overriding considerations and its adopting resolution,are incorporated by reference as if set
forth fully herein and all findings contained within those documents are also incorporated 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 the Planning Manager.
B.CEQA Findings
1.The City Council,pursuant to CEQA Guidelines section 15164,subsection (d),has considered the 2017
Addendum prepared for the Revised Project including the related environmental analysis,along with the
previously certified 2006 EIR.
2.Upon consideration of the 2017 Addendum,the City Council finds that the Revised Project will not
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File #:17-964 Agenda Date:10/11/2017
Version:1 Item #:8b.
2.Upon consideration of the 2017 Addendum,the City Council finds that the Revised Project will not
result in any of the conditions identified in CEQA Guidelines section 15162 that would require further
environmental review through preparation of a subsequent EIR.
3.The Revised Project will not create any new significant impacts or substantially more severe impacts as
compared to those already identified and analyzed in the 2006 EIR.Further,the City Council finds that
there is no 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 Revised Project.
4.Accordingly,the City Council finds that CEQA Guidelines section 15162 does not require any further
CEQA review,and that the 2017 Addendum,prepared pursuant to CEQA Guidelines section 15164,is the
appropriate environmental document for approval of the Revised Project.
BE IT RESOLVED that the City Council of the City of South San Francisco hereby makes the findings
contained in this resolution and makes a determination that the 2017 Addendum is the appropriate
environmental document for approval of the Revised Project and no further environmental review is required.
BE IT FURTHER RESOLVED that this resolution shall become effective immediately upon its passage and
adoption.
*****
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076962\8638848v15 1
CITY OF SOUTH SAN FRANCISCO
ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE
249-279 EAST GRAND AVENUE PROJECT
A. PROJECT INFORMATION
1. Project Title: 249-279 East Grand Avenue Project
Use Permit Modification and Third
Development Agreement Amendment
2. Lead Agency Name and Address: City of South San Francisco
315 Maple Avenue
South San Francisco, CA 94083
3. Contact Person(s) and Phone Numbers: Terezia Nemeth
Alexandria Real Estate Equities, Inc.
415-554-8847
4. Project Location: 249-279 East Grand Avenue,
South San Francisco, CA 94080
INTRODUCTION AND PROJECT DESCRIPTION
In July 2006 the South San Francisco City Council certified an Environmental Impact Report
(“EIR”; SCN No. 200-042121), adopted a Statement of Overriding Considerations and Mitigation
Monitoring and Reporting Program, and approved a Conditional Use Permit, Transportation
Demand Management (“TDM”) Plan, Sign Program, Tentative Map, Development Agreement
and Planned Unit Development Permit for the 249-279 East Grand Avenue Project to be
developed by Alexandria Real Estate Equities, Inc. (“ARE” or the “Applicant”). The approved
project consists of a campus-style research and development (“R&D”) complex with four, three
to five story office/R&D buildings totaling approximately 534,500 gross square feet, 5,500 gross
square feet of ancillary retail space, and a four-story parking garage (the “Project”).
Project Site and Approved Project
The Project Site is comprised of 15.75 acres located at 249-279 East Grand Avenue in South San
Francisco’s East of 101 area (“East of 101 Area”) as defined in the South San Francisco (the
“City”) General Plan. The area surrounding the Project Site is developed with R&D and office
uses.
076962\8638848v15 2
Currently, the Project Site contains three buildings. Building 1 (Phase I), 249 East Grand Avenue
was constructed in 2008 and is 4-stories and 129,148 square feet of Floor Area 1 (136,191 gross
square feet). Building 4 (Phase II), 259 East Grand was constructed in 2012 and is 5-stories and
159,902 square feet of Floor Area (163,257 gross square feet). Building 2 (Phase III), 269 East
Grand Avenue was constructed in 2013 and is 3-stories and 92,774 square feet of Floor Area
(102,616 gross square feet). Building 3, 279 East Grand, and a parking garage (Phase IV) have
not yet been constructed. Phase IV originally was contemplated to include a 4-story building
consisting of 137,936 gross square feet and a 4-story parking garage. The planned location of
Phase IV on the Project Site currently is paved with surface parking.
In June 2013, the City adopted a resolution that granted a Use Permit Modification and First
Amendment to the Development Agreement in connection with development of Phase III to
allow for a parking reduction from a ratio of 2.83 parking spaces per 1,000 gross square feet to
a ratio of 2.50 parking spaces per 1,000 gross square feet, minor building adjustments, and
temporary off-site parking for 592 spaces potentially provided offsite at 213 East Grand Avenue
during construction of Phase IV. In 2016, ARE sought and received approval of a Second
Amendment to the Development Agreement, extending the agreement for two years until
August 2018.
Proposed Changes to the Project
The Applicant is proposing to make certain changes to Phase IV of the Project in order (a) to
increase the size of Building 3 in response to strong demand for life science R&D/office space in
the South San Francisco area, and (b) to provide a parking ratio that reflects the Project Site’s
proximity to the Caltrain station, the anticipated occupancy of Building 3, and the Project’s
aggressive TDM Plan, which has resulted in unused parking on the Project Site.
To accomplish these goals, the Applicant is proposing to (a) increase the total permitted density
of development on the Project Site from 540,000 gross square feet to 610,270 gross square feet
by increasing the number of floors in Building 3 from 4-stories to 6-stories (an increase of 26
feet), resulting in an increase of 70,270 gross square feet; (b) relocate the 5,500 square foot
amenity space from the site of the parking garage to within the footprint of Building 3, bringing
it closer to the street and making it more accessible to the public; (c) reduce the parking
provided on the site to be a project-wide blended average of 2.17 spaces per 1,000 square feet
of Floor Area (2.06 gross square feet), as described in the Parking Reduction and TDM Plan (this
reduction is accomplished by reducing the parking ratio for Buildings 1, 2, and 4 to 2.0 spaces
per 1,000 square feet of Floor Area and using a the parking ratio of 2.5 spaces per 1,000 square
feet of Floor Area for Building 3). The “reserve parking lot,” which the Applicant reserved the
1 Unless otherwise stated, the Project and Revised Project square footage referenced in this Addendum are based
on Floor Area (“square feet of Floor Area”) as calculated pursuant to South San Francisco Municipal Code Section
20.40.008, which allows certain areas to be excluded from the calculation of Floor Area. However, because the EIR
describes the Project in gross square feet, the Addendum describes the net change in square footage of Building 3
based on gross square feet.
076962\8638848v15 3
right to develop under the 2013 Project modifications, would not be constructed. The Project
would provide 710 parking spaces in the parking garage and 545 spaces of surface parking, for a
total of 1,255 spaces (a total reduction of 95 spaces from the approved 1,350 spaces).
Collectively, these changes are referred to herein as the “Revised Project.” The Revised Project
requires approval of modifications to the Use Permit and a third amendment to the
Development Agreement between the Applicant and the City.
Table 1 provides a comparison of the square footage and resulting parking ratio of the
Approved Project and the Revised Project utilizing gross square footage as applied in the EIR
versus the City’s updated square feet of Floor Area formulation.
Table 1
Approved Project
(GSF)
Revised Project
(GSF)
Revised Project
(SF of Floor Area)
Building Area 540,000 GSF 610,270 GSF 578,271 SF Floor Area
FAR 0.79 0.89 0.84
Parking Ratio 2.5 spaces/1,000 GSF 2.06 spaces/1,000 GSF 2.17 spaces/1,000 SF
of Floor Area
Mitigation measures identified in the EIR and imposed on the Project through the Mitigation
Monitoring and Reporting Program would continue to apply to the Revised Project. As
documented herein, the Revised Project will not result in any new or substantially more severe
significant environmental effects than identified in the EIR, and the potential environmental
effects of the Revised Project have been adequately addressed in the certified EIR for the 249-
279 East Grand Avenue Office/R&D Project.
CEQA REQUIREMENTS FOR AN ADDENDUM:
California Environmental Quality Act (“CEQA”) Guidelines Section 15164, subdivision (a)
provides that the lead agency or a responsible agency shall prepare an addendum to a
previously certified Environmental Impact Report or Negative Declaration if some changes or
additions are necessary, but none of the conditions described in CEQA Guidelines Section 15162
calling for preparation of a subsequent EIR or Negative Declaration (“ND”) have occurred.
(CEQA Guidelines, § 15164(a).)
An addendum need not be circulated for public review, but can be included in or attached to
the Final EIR or ND. (CEQA Guidelines, § 15164(c).) The decision-making body shall consider
the addendum with the Final EIR prior to making a decision on the project. (CEQA Guidelines,
§ 15164(d).) An agency must also include a brief explanation of the decision not to prepare a
subsequent EIR or ND pursuant to Section 15162. (CEQA Guidelines, § 15164(e).)
Consequently, once an EIR has been certified or a ND adopted for a project, no subsequent EIR
or ND may be prepared under CEQA unless, based on substantial evidence:
076962\8638848v15 4
1) Substantial changes are proposed in the project which will require major revisions of
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
2) Substantial changes occur with respect to the circumstances under which the project is
undertaken which will require major revisions of the previous EIR [or ND] . . . due to the
involvement of new significant environmental effects or a substantial increase in the
severity of previously identified significant effects; or
3) New information of substantial importance, which was not known and could not have
been known with the exercise of reasonable diligence at the time the previous EIR [or
ND] was certified as complete . . . shows any of the following:
a. The project will have one or more significant effects not discussed in the
previous EIR [or ND] or negative declaration;
b. Significant effects previously examined will be substantially more severe than
shown in the previous EIR [or ND];
c. Mitigation measures or alternatives previously found not to be feasible would in
fact be feasible, and would substantially reduce one or more significant effects
of the project, but the project proponents decline to adopt the mitigation
measure or alternative; or
d. Mitigation measures or alternatives which are considerably different from those
analyzed in the previous EIR [or ND] would substantially reduce one or more
significant effects on the environment, but the project proponents decline to
adopt the mitigation measure or alternative.
(CEQA Guidelines, § 15162 (a); see also Pub. Resources Code, § 21166.)
This Addendum constitutes substantial evidence supporting the conclusion that preparation of
a supplemental or subsequent EIR is not required for the Revised Project, and may be relied on
by responsible and trustee agencies for any related approvals for the development of the
Revised Project.
2 CEQA Guidelines Section 15382 defines “significant effect on the environment” as “. . . a substantial, or
potentially substantial adverse change in any of the physical conditions within the area affected by the
project, including land, air, water, minerals, flora, fauna, ambient noise, and objects of historic or aesthetic
significance . . .” (See also Pub. Resources Code, § 21068.)
076962\8638848v15 5
FINDINGS AND CONCLUSIONS
As required under CEQA, the City of South San Francisco has reviewed the Revised Project to
determine whether a subsequent or supplemental EIR is required. (Pub. Resources Code,
§ 21166(a); CEQA Guidelines, § 15162(a).)
Based on the environmental analysis set forth in this Addendum as well as the EIR, the Staff
Report, testimony received at public hearings, and the record of proceedings, the City has
determined, based on substantial evidence, that:
1) No substantial changes are proposed that would require major revisions to the previous
EIR resulting from new significant environmental impacts or a substantial increase in the
severity of previously identified significant environmental impacts.
2) No substantial changes in the circumstances under which the Revised Project will be
developed have occurred that would require major revisions to the previous EIR
resulting from new significant environmental impacts or a substantial increase in the
severity of previously identified significant environmental impacts.
3) No new information has arisen that was not known and could not have been known
when the previous EIR was certified demonstrates any of the following:
a. The Revised Project will cause significant environmental impacts not discussed in
the previous EIR;
b. Significant environmental impacts previously examined will be substantially
more severe than shown in the previous EIR;
c. Mitigation measures or alternatives previously found to be infeasible would in
fact be feasible, and would substantially reduce one or more significant
environmental impacts, but the project proponents decline to adopt the
mitigation measure or alternative; or
d. Mitigation measures or alternatives considerably different from those analyzed
in the previous EIR would substantially reduce one or more significant
environmental impacts, but the project proponents decline to adopt the
mitigation measure or alternative.
Accordingly, since none of the conditions described in CEQA Guidelines Section 15162 calling
for preparation of a subsequent or supplemental EIR have occurred, the City prepared this
Addendum to the EIR for the East Grand Avenue Office/R&D Project Use Permit Modification
and Development Agreement Amendment Application. (CEQA Guidelines, §§ 15164, 15168.)
076962\8638848v15 6
ANALYSIS
As analyzed in the EIR, the Project contemplated a 4-phase project consisting of four, three- to
five-story office/R&D buildings totaling approximately 534,500 gross square feet with an
additional 5,500 gross square feet of ancillary retail space, and a four-story parking garage (the
“Project”). In 2013, the City approved modifications to the Project to allow a parking reduction
resulting in a ratio of 2.50 parking spaces per 1,000 gross square feet (a reduction from 2.83
spaces per 1,000 gross square feet) minor building adjustments, and temporary off-site parking
for 592 spaces at 213 East Grand Avenue during Phase IV construction of the previously
approved 279 East Grand Avenue (Building 3) Office/R&D project and parking garage. To date,
three phases have been completed. Phase IV—construction of 279 East Grand Avenue and a
parking garage—is the subject of this EIR addendum.
Prior to the construction of Phases I through III of the Project, the Project Site was fully
developed with a large industrial building occupied by the Georgia Pacific Company that has
since been demolished and replaced with Buildings 1, 2, and 4 and surface parking. As such,
per the Initial Study, impacts to the following CEQA topics were determined not to be
significant and no additional analysis was provided: agricultural resources, cultural resources,
mineral resources, population and housing, and recreation. The Revised Project will be
constructed on a portion of the Project Site that is currently developed as surface parking.
As explained in greater detail in each impact category below, because the Revised Project does
not include substantial changes relative to the previously analyzed Project, will not be
developed under substantially changed circumstances, and no new information has come to
light meeting the requirements of CEQA Guidelines Section 15162(a)(3), preparation of a
subsequent or supplemental EIR is not required.
076962\8638848v15 7
Aesthetics
Issues:
Could Proposed
Changes Involve New
Significant Impacts or
Substantially More
Severe Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
AESTHETICS – Would the
proposed Revised Project:
a) Have a substantial
adverse effect on scenic
vista?
No No No N/A
b) Substantially damage
scenic resources, including,
but not limited to, trees,
rock outcroppings, and
historic buildings within a
state scenic highway?
No No No N/A
c) Substantially degrade
the existing visual
character or quality of the
site and its surroundings?
No No No N/A
d) Create a new source of
substantial light or glare
which would adversely
affect day or nighttime
views in the area?
No No No Yes
Discussion: The Project Site is located in the East of 101 Area, which is a historically industrial
area transitioning to high technology office/R&D uses. The Project, like others in the East of
101 Area, involves replacement of older facilities and/or a vacant site and includes landscaping
and pedestrian improvements to current City standards. Given the condition of the
surrounding area, the EIR concluded that the Project would have no adverse impact on the
visual character of the Site or the East of 101 Area. The EIR also concluded that the Project
impacts regarding light or glare would be less-than-significant after mitigation since the Project
would consist of development and lighting treatments typical of the existing
commercial/industrial urban setting, would incorporate standard and tailored lighting measures
to address undue lighting on adjacent areas, and would not utilize building materials that would
be sources of substantial glare (MM 4-1). The EIR found that the Project would not result in a
cumulative adverse impact to visual quality or aesthetics.
The Revised Project is consistent with the EIR analysis. The Revised Project will increase the
number floors of Building 3 from 4- to 6-stories resulting in an increase of 70,270 gross square
feet. This increase in height and square footage would not result in a significant impact to
aesthetic resources or surrounding sites due to the existing and planned development adjacent
to Building 3. Building 3 is immediately adjacent to Building 4 (5-stories) to the northwest and
076962\8638848v15 8
Building 2 (3-stories) to the west, and is located immediately adjacent to the future site of the
parking garage (4-stories) to the north, all of which attenuate the increase in height of Building
3. Further, as discussed in the EIR, the Revised Project will continue to employ highly designed
architecture and building materials that align with the aesthetic context of the surrounding
community. The locations of Building 3 and the parking garage under the Revised Project are
unchanged. The Revised Project also will result in a slight reduction to the massing and parking
capacity of the garage. The Revised Project will remain consistent with established City
standards and will adhere to established restrictions, guidelines, standards, policies, and criteria
that address building appearance, height, bulk, and configuration. Further, the Revised Project
will implement glare minimization design standards (MM 4-1). As such, the Revised Project
would not result in any aesthetic impacts not analyzed in the EIR.
Therefore, the Revised Project would not adversely affect the visual quality and aesthetics of
the Site. It does not include substantial changes relative to anticipated development previously
analyzed, will not be developed under substantially changed circumstances, and no new
information related to aesthetics exists that meet the thresholds of CEQA Section 21166 or
CEQA Guidelines Section 15162.
076962\8638848v15 9
Agricultural Resources
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
AGRICULTURAL RESOURCES – In determining whether impacts to agricultural resources are significant
environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment
Model (1997) prepared by the California Dept. of Conservation as an optional model to use in assessing impacts on
agriculture and farmland. In determining whether impacts to forest resources, including timberland, are significant
environmental effects, lead agencies may refer to information compiled by the California Department of Forestry
and Fire Protection regarding the state’s inventory of forest land, including the Forest and Range Assessment
Project and the Forest Legacy Assessment project; and forest carbon measurement methodology provided in Forest
Protocols adopted by the California Air Resources Board.
Would the proposed Revised Project:
a) Convert Prime Farmland, Unique
Farmland, or Farmland of Statewide
Importance (Farmland), as shown on the
maps prepared pursuant to the
Farmland Mapping and Monitoring
Program of the California Resources
Agency, to nonagricultural use?
No No No N/A
b) Conflict with existing zoning for
agricultural use, or a Williamson Act
contract?
No No No N/A
c) Conflict with existing zoning for, or
cause rezoning of, forest land (as
defined in Public Resources Code
section 12220(g)), timberland (as
defined by Public Resources Code
section 4526), or timberland zoned
Timberland Production (as defined by
Government Code section 51104(g))?
No No No N/A
d) Result in the loss of forest land or
conversion of forest land to non-forest
use?
No No No N/A
e) Involve other changes in the existing
environment which, due to their
location or nature, could result in
conversion of Farmland, to non-
agricultural use or conversion of forest
land to non-forest use?
No No No N/A
Discussion: The Initial Study for the Project determined that it would have no impact on
agricultural resources with no mitigation required and, thus, the Draft EIR did not include an
analysis of agricultural resources. The Initial Study for the Project concluded that: (1) no
076962\8638848v15 10
designated agricultural land was located on the Project Site, (2) no land on the Project Site is
under a Williamson Act contract, and (3) no land on the Project Site is used for agricultural
purposes. Prior to the construction of Phases I – III of the Project, the Project Site was fully
developed with a large industrial building occupied by the Georgia Pacific Company that has
since been demolished and replaced with Buildings 1, 2, and 4 and surface parking.
The Revised Project is consistent with the Initial Study’s analysis. The Revised Project will be
constructed on a portion of the Project Site that is currently developed as surface parking and
the location of the Phase IV structures remains unchanged from the Project as analyzed in the
Initial Study. As such, the Revised Project would not result in any agricultural resources
impacts. The Revised Project does not include substantial changes relative to anticipated
development previously analyzed, will not be developed under substantially changed
circumstances, and no new information related to agricultural resources exists that meet the
thresholds of CEQA Section 21166 or CEQA Guidelines Section 15162.
076962\8638848v15 11
Air Quality/Greenhouse Gas Emissions
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially More
Severe Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
AIR QUALITY – Where available, the significance criteria established by the applicable air quality management or
air pollution control district may be relied upon to make the following determinations.
Would the proposed Revised Project:
a) Conflict with or obstruct
implementation of the applicable
air quality plan?
No No No N/A
b) Violate any air quality standard
or contribute substantially to an
existing or projected air quality
violation?
No No No Yes
c) Result in a cumulatively
considerable net increase of any
criteria pollutant for which the
project region is non-attainment
under an applicable federal or
state ambient air quality standard
(including releasing emissions
which exceed quantitative
thresholds for ozone precursors)?
No No No Yes
d) Expose sensitive receptors to
substantial pollutant
concentrations?
No No No Yes
e) Create objectionable odors
affecting a substantial number of
people?
No No No N/A
Discussion: The EIR concluded that the Project would not conflict with any applicable air quality
plan because it is consistent with the land use types and development intensity set forth in the
City’s General Plan, which was taken into account during the Bay Area Air Quality Management
District’s (“BAAQMD”) preparation of the Clean Air Plan. BAAQMD has since adopted the 2017
Clean Air Plan, on April 19, 2017, which similarly accounted for projected land uses and
development intensities in local General Plans, such as the City’s General Plan. The Revised
Project remains consistent with the land use type set forth in the General Plan and the
proposed FAR of 0.88 is within the maximum permitted FAR of 1.0 for the site under the
General Plan. Therefore, the Revised Project remains consistent with the Clean Air Plan.
The EIR determined that construction-related dust and exhaust emissions could temporarily
impact local air quality, but this impact would be reduced to a less-than-significant level
through implementation of mitigation measures requiring dust suppression procedures and
exhaust control measures (MM 5-1). The EIR indicated that diesel odor impacts from
076962\8638848v15 12
construction vehicles would be temporary and would likely not be noticeable beyond the
Project Site’s boundaries. Such odor impacts are further reduced through implementation of
dust suppression and exhaust reduction procedures (MM 5-1).
With respect to Project operations, the EIR indicated that the Project could include laboratory
facilities or stationary equipment that could emit small amounts of toxic air contaminants with
the potential to affect nearby sensitive receptors, including a child care facility, but this impact
would be reduced to a less-than-significant level through the implementation of mitigation
measures requiring compliance with BAAQMD and OSHA standards (MM 8-3). For localized CO
emissions, the EIR indicated that CO concentrations associated with Project emissions would
remain below ambient air quality standards and so would be less than significant.
Further, the EIR included an analysis of cumulative air quality impacts and applied the then-
available BAAQMD thresholds for reactive organic gases and nitrous oxide. The EIR concluded
that the emissions of ROG, NOx, and CO from the Project would be below the significance
thresholds established by BAAQMD. This less than significant impact would be further reduced
through implementation of a TDM program that would reduce vehicle trips to the Project site
(MM 5-2).
The Revised Project is consistent with the EIR analysis. Although the Revised Project will
increase the development density on the site, the building will have roughly the same footprint
as analyzed in the EIR and so will not result in additional grading activity. Construction of
Building 3 is expected to follow a similar construction schedule as analyzed in the EIR.
Construction technologies, such as cleaner exhaust systems on construction equipment, also
have improved since 2006, so construction-related emissions would likely be reduced.
The Revised Project also is consistent with the EIR’s conclusions regarding operational air
quality impacts. The Revised Project includes a revised TDM program and, as described in the
May 8, 2017 memorandum by Adavant Consulting, will result in fewer vehicle trips and related
emissions than the original Project. The Revised Project also will implement all relevant air
quality mitigation measures from the EIR. As less traffic is expected to be generated by the
Revised Project, localized CO concentrations would be reduced concomitantly. Regarding
operational odor impacts, the EIR concluded that, although the tenant was not known at that
time, odor impacts were expected to be less than significant. Buildings 1, 2, and 4 of the
Project are currently occupied by Verily Life Sciences LLC, which focuses on developing tools
that collect and organize health data to use for holistic care management. This use does not
emit offensive odors. Though the future tenant of Building 3 is not yet known, the Revised
Project is expected to be occupied by a high technology research and development use that
would conform to all applicable air quality regulations. Thus, the Revised Project is consistent
with the EIR’s conclusion that operational odor impacts would be less than significant.
Further, because the Revised Project will result in the fewer vehicle trips and, thus, would
reduce NOx, CO, and ROG emissions as compared to the Project analyzed in the EIR, and the
Revised Project includes a TDM program as required by the mitigation measures, the Revised
076962\8638848v15 13
Project is consistent with the EIR’s conclusion that the Project’s contribution to cumulative air
quality impacts would be less than significant.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to air quality exists that meet the thresholds of CEQA Section 21166 or
CEQA Guidelines Section 15162.
076962\8638848v15 14
Biological Resources
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures Address
Impacts?
BIOLOGICAL RESOURCES – Would the
proposed Revised Project:
a) Have a substantial adverse effect,
either directly or through habitat
modifications, on any species identified
as a candidate, sensitive, or special
status species in local or regional plans,
policies, or regulations, or by the
California Department of Fish and
Game or U.S. Fish and Wildlife Service?
No No No N/A
b) Have a substantial adverse effect on
any riparian habitat or other sensitive
natural community identified in local or
regional plans, policies, regulations or
by the California Department of Fish
and Game or US Fish and Wildlife
Service?
No No No N/A
c) Have a substantial adverse effect on
federally protected wetlands as
defined by Section 404 of the Clean
Water Act (including, but not limited
to, marsh, vernal pool, coastal, etc.)
through direct removal, filling,
hydrological interruption, or other
means?
No No No N/A
d) Interfere substantially with the
movement of any native resident or
migratory fish or wildlife species or
with established native resident or
migratory wildlife corridors, or impede
the use of native wildlife nursery sites?
No No No N/A
e) Conflict with any local policies or
ordinances protecting biological
resources, such as a tree preservation
policy or ordinance?
No No No Yes
f) Conflict with the provisions of an
adopted Habitat Conservation Plan,
Natural Community Conservation Plan,
or other approved local, regional, or
state habitat conservation plan?
No No No N/A
076962\8638848v15 15
Discussion: The EIR for the Project determined that the Project impacts would be less-than-
significant with mitigation. Prior to the construction of Phases I – III of the Project, the Project
Site was fully developed with a large industrial building occupied by the Georgia Pacific
Company that has since been demolished and replaced with Buildings 1, 2, and 4 and surface
parking. The EIR identified one impact associated with the Project in regards to biological
resources. The Project would require cutting down 104 trees, 14 of which are considered
protected trees under the City’s Municipal Code section 13.30.020(f)(1) (the “Tree Ordinance”).
This impact is reduced to less-than-significant through implementation of a mitigation measure
requiring that the Project applicant obtain a tree cutting permit and adhere to the City’s Tree
Ordinance prior to removing any trees from the Project Site, including provision of replacement
trees as required (MM 6).
The Revised Project is consistent with the EIR analysis. The Revised Project will be constructed
on a portion of the Project Site that currently is developed as surface parking and in the same
building footprint that was previously analyzed. Further, the Project has complied with the
Tree Ordinance and the site has been cleared. There are no additional trees that require
removal in connection with developing the Revised Project. As such, the Revised Project would
not result in any biological resources impacts that were not previously analyzed.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to biological resources exists that meet the thresholds of CEQA Section
21166 or CEQA Guidelines Section 15162.
076962\8638848v15 16
Cultural Resources
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address Impacts?
CULTURAL RESOURCES – Would the
proposed Revised Project:
a) Cause a substantial adverse change in
the significance of a historical resource
as defined in § 15064.5?
No No No N/A
b) Cause a substantial adverse change in
the significance of an archaeological
resource pursuant to § 15064.5?
No No No N/A
c) Directly or indirectly destroy a unique
paleontological resource or site or
unique geologic feature?
No No No N/A
d) Disturb any human remains, including
those interred outside of formal
cemeteries?
No No No N/A
Discussion: The Initial Study for the Project determined that the Project would have no impact
on cultural resources with no mitigation required and, thus, the Draft EIR did not include an
analysis of cultural resources. Prior to the construction of Phases I – III of the Project, the
Project Site was fully developed with a large industrial building occupied by the Georgia Pacific
Company that has since been demolished and replaced with Buildings 1, 2, and 4 and surface
parking. The Initial Study found that the original industrial building on the Project Site was not
eligible for designation on a Register of historic buildings. The Initial Study also concluded that
there is insufficient data to conclude that there may be archaeological resources found at the
Project Site, especially given that the Project Site had been previously disturbed. The Initial
Study further concluded that there are no unique geologic or paleontological features
associated with the Project Site, and that no known human remains would be disturbed by the
Project.
The Revised Project is consistent with this Initial Study analysis. The Revised Project will be
constructed on a portion of the Project Site that is currently developed as surface parking and
in the same building footprint as the Project that was analyzed in the Initial Study. As such, the
Revised Project would not result in any cultural resources impacts that were not previously
analyzed. The Initial Study provides that if archaeological resources are discovered on site,
these resources shall be handled according to Section 7050.5 of the California Health and Safety
Code and Section 5097.98 of the Public Resources Code. The Revised Project will continue to
comply with these provisions.
076962\8638848v15 17
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to cultural resources exists that meet the thresholds of CEQA Section
21166 or CEQA Guidelines Section 15162.
Energy
Issues:
Could Proposed
Changes
Involve New
Significant
Impacts or
Substantially
More Severe
Impacts?
New
Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
ENERGY – Would the proposed Revised
Project:
a) Use energy in a wasteful or inefficient
manner, either during construction, operation,
or maintenance?
No No No N/A
b) Have insufficient energy supplies available to
serve the project from existing local and
regional sources, or otherwise have an adverse
effect on energy resources?
No No No N/A
c) Comply with existing state and local energy
standards?
No No No N/A
d) Result in a significant increase in peak and
base period demands for electricity and other
forms of energy?
No No No N/A
e) Significantly increase vehicle miles traveled,
such that the project would result in increased
transportation energy use?
No No No N/A
Discussion: The EIR acknowledged that the Project would have an incremental increase in the
demand for nonrenewable resources, such as gas and electricity, for construction and
operation of the Project. Phases I through III of the Project are being served by existing utility
capacities, and have not required or resulted in the construction of new or expanded energy
facilities. Further, PG&E infrastructure already is present on the Site. The Project also is
complying with the applicable federal, state, and local energy standards and efficiency
regulations, including Title 24 of the California Code of Regulations. In fact, the building at 249
East Grand is certified LEED Silver, and the building at 259 East Grand is seeking certification as
a LEED Platinum building, thereby further improving the Project’s energy efficiency.
The Revised Project would not result in a new or substantially increased significant impact with
respect to energy consumption. Although the Revised Project would slightly increase the
Project gross square footage that was analyzed in the EIR, and so will generate additional
energy demand, the Revised Project would continue to be consistent with all applicable energy
standards. In fact, due to revised Title 24 requirements, the Revised Project likely would be
076962\8638848v15 18
more energy efficient than the Project contemplated by the EIR, and thus, could result in
reduced demands on energy supplies. Further, due to the Project Site’s proximity to the
Caltrain station and implementation of a revised TDM program, the Revised Project would not
increase transportation energy use from employees or other visitors to the Site. In fact, it is
because of the effectiveness of the existing TDM, and resultant excess of parking, that the
Revised Project would reduce the overall parking ratio for the Project from 2.5 to 2.17 spaces
per 1,000 square feet of Floor Area.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to energy demand exists that meet the thresholds of CEQA Section
21166 or CEQA Guidelines Section 15162.
076962\8638848v15 19
Geology and Soils
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures Address
Impacts?
GEOLOGY AND SOILS – Would the
proposed Revised Project:
a) Expose people or structures to
potential substantial adverse effects,
including the risk of loss, injury, or
death involving:
i) Rupture of a known
earthquake fault, as delineated
on the most recent Alquist-
Priolo Earthquake Fault Zoning
Map issued by the State
Geologist for the area or based
on other substantial evidence
of a known fault? Refer to
Division of Mines and Geology
Special Publication 42.
No No No N/A
ii) Strong seismic ground
shaking?
No No No Yes
iii) Seismic-related ground
failure, including liquefaction?
No No No N/A
iv) Landslides? No No No N/A
b) Result in substantial soil erosion or
the loss of topsoil?
No No No Yes
c) Be located on a geologic unit or soil
that is unstable, or that would
become unstable as a result of the
project, and potentially result in on or
off-site landslide, lateral spreading,
subsidence, liquefaction or collapse?
No No No Yes
d) Be located on expansive soil, as
defined in Table 18-1-B of the Uniform
Building Code (1994), creating
substantial risks to life or property?
No No No Yes
e) Have soils incapable of adequately
supporting the use of septic tanks or
alternative waste water disposal
systems where sewers are not
available for the disposal of waste
water?
No No No N/A
076962\8638848v15 20
Discussion: The EIR for the Project determined that impacts from exposure of people or
structures to major geological hazards would be less-than-significant with mitigation. The EIR
indicates that there is a high probability that the Project will be subjected to strong seismic
ground shaking during its designed life. This impact would be reduced to a less-than-significant
level through implementation of mitigation measures requiring compliance with the California
Building Code and obtaining a building permit (MMs 7-1a and 7-1c), and compliance with a
design level geotechnical report (MM 7-1b). As the Project will involve mass grading at a
location which drains stormwater to the San Francisco Bay, the EIR indicates that the Project
could disturb soil and displace topsoil that could impact vicinity drainages and eventually Colma
Creek and the Bay. The impact to soil erosion would be reduced to a less-than-significant level
through implementation of a Storm Water Pollution Prevention Plan and an Erosion Control
Plan (MMs 7-2a and 7-2b). The EIR indicates that the presence of shallow groundwater and fill
soils at variable depths, as well as potentially expansive clay soils on the Project Site, presents
potential impacts from unstable and/or expansive soils, which would be mitigated to a less-
than-significant level through implementation of a design level geotechnical study (MMs 7-3
and 7-4).
The Revised Project is consistent with the EIR analysis. Applicable EIR mitigation measures will
be implemented, the Revised Project would continue to comply with California Building Code
standards and the recommendations of the Geotechnical Engineer, and would conform to
structural design plans. Also, the building would be located in the same footprint as was
analyzed for the original Project, and the parking garage will be reduced in size. The Revised
Project will not require any additional ground disturbing activity and so would not result in any
geology or soils impacts not analyzed in the EIR. With respect to cumulative geology and soils
impacts, the Project would be one of numerous sites anticipated to undergo
development/redevelopment in the vicinity and would contribute to a cumulative increase in
sites facing these impacts. However, each new development, including the Project, must
comply with state, regional, and local laws concerning erosion control and storm water
pollution. As such, the Project-specific contribution would be reduced through the
aforementioned mitigation measures and would be less-than-significant.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to geology and soils exists that meet the thresholds of CEQA Section
21166 or CEQA Guidelines Section 15162.
076962\8638848v15 21
Hazards and Hazardous Materials
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
HAZARDS AND HAZARDOUS MATERIALS –
Would the proposed Revised Project:
a) Create a significant hazard to the public or
the environment through the routine
transport, use, or disposal of hazardous
materials?
No No No Yes
b) Create a significant hazard to the public or
the environment through reasonably
foreseeable upset and accident conditions
involving the release of hazardous materials
into the environment?
No No No Yes
c) Emit hazardous emissions or handle
hazardous or acutely hazardous materials,
substances, or waste within one-quarter mile
of an existing or proposed school?
No No No Yes
d) Be located on a site which is included on a
list of hazardous materials sites compiled
pursuant to Government Code Section
65962.5 and, as a result, would it create a
significant hazard to the public or the
environment?
No No No N/A
e) For a project located within an airport land
use plan or, where such a plan has not been
adopted, within two miles of a public airport
or public use airport, would the project result
in a safety hazard for people residing or
working in the project area?
No No No Yes
f) For a project within the vicinity of a private
airstrip, would the project result in a safety
hazard for people residing or working in the
project area?
No No No N/A
g) Impair implementation of or physically
interfere with an adopted emergency
response plan or emergency evacuation
plan?
No No No Yes
h) Expose people or structures to a
significant risk of loss, injury or death
involving wildland fires, including where
wildlands are adjacent to urbanized areas or
where residences are intermixed with
wildlands?
No No No N/A
076962\8638848v15 22
Discussion: The EIR for the Project determined that impacts from exposure of people or
structures to hazards or hazardous materials would be less-than-significant with mitigation.
Given the Project’s use as a Class A R&D building, depending on the nature of the research
planned at the proposed facilities, there could be hazardous and potentially hazardous
materials stored and used on the site, which will ultimately require disposal, in addition to such
hazardous materials being transported to and from the Project Site. The EIR indicates that the
impact of the Project’s potential incorporation of routine transportation, use, or disposal of
hazardous materials would be a potentially significant impact, but would be reduced to a less-
than-significant level through implementation of mitigation measures requiring development of
a Hazardous Materials Business Plan for the safe storage and use of chemicals (MM 8-1a),
registration and compliance with DTSC’s Hazardous Waste Generator Program if required (MM
8-1b), and compliance with applicable laws and regulations regarding transportation and
disposal of hazardous waste (MM 8-1c).
In regards to accidental hazardous materials release, the EIR indicates that the Project would
result in a potentially significant impact based on the proposed use as a laboratory facility
where hazardous materials may be stored, used, and disposed of. The EIR concluded that this
impact would be reduced to a less-than-significant level through implementation of the
California Accidental Release Prevention Program (“CalARP”) if required (MM 8-2).
Further, the EIR indicates that the Project Site has a well-documented history of industrial
activity including the use and storage of hazardous materials. The San Mateo County
Environmental Health Department closed the case on leaking underground storage tanks at the
site and decommissioned monitoring wells in 1998. The EIR indicates that the Project Site is
included on the Cortese list. As disclosed in the EIR, no contamination of soil or groundwater
that could pose a threat to the health of future residents or to the environment was found and,
therefore, the presence of the site on the list represents a less than significant impact because
the condition that resulted in inclusion on the list no longer exists.
With respect to hazardous materials near schools, the EIR indicates that the Project is located
near the Early Years Children’s Center, which could be impacted by future emissions or
accidental releases of the research laboratory facilities. These impacts would be reduced to
less-than-significant levels through implementation of mitigation measures requiring
compliance with BAAQMD and OSHA standards (MM 8-3) and regulation of hazardous
materials in accordance with the San Mateo County Environmental Health Department
Programs (MM 8-4).
The EIR also indicated that the Project would result in a significant impact if it would interfere
with the local Emergency Response Plan by not allowing for adequate emergency vehicle access
on the Project site. The impact would be reduced to a less than significant level by requiring
review of construction plans and Project design review by the Fire Department to ensure
adequate access (MM 8-5).
Because the Project is located within the jurisdiction of the Airport Land Use Plan for the San
Francisco International Airport, the developer is required to submit a Notice of Proposed
076962\8638848v15 23
Construction or Alteration to the Federal Aviation Administration to ensure compliance with
the Federal Aviation guidelines (MM 8-6).
In regards to cumulative hazardous impacts, the Project would be one of numerous sites in the
vicinity that are anticipated to undergo development/redevelopment and would contribute to a
cumulative increase in the number of sites handling hazardous materials. However, each new
development, including the Project, must comply with state, regional, and local laws concerning
hazardous materials. In addition, the Project must comply with the aforementioned project-
specific mitigation measures. As such, the Project-specific contribution would be reduced to a
less-than-significant level.
The Revised Project is consistent with the EIR’s analysis. The Revised Project includes a Class A
office/R&D use and would comply with mitigation measures to reduce the impacts from the
routine transportation, use, and/or disposal of hazardous materials to a less-than-significant
level and would comply with BAAQMD and OSHA standards regarding emissions from the
laboratory uses. The applicant will also comply with CalARP, if required, and will submit a
Notice of Proposed Construction or Alteration to the Federal Aviation Administration to ensure
compliance with the Federal Aviation guidelines. Although the Revised Project will result in
additional square footage, and thus could result in an increase in the amount of hazardous
materials transported, used, and/or disposed of from the site, compliance with these measures
will still ensure that the impacts of the Revised Project with respect to hazards and hazardous
materials remain less than significant as their effectiveness is not dependent upon the amount
of materials to be handled.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to hazards and hazardous materials exists that meet the thresholds of
CEQA Section 21166 or CEQA Guidelines Section 15162.
076962\8638848v15 24
Hydrology and Water Quality
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
HYDROLOGY AND WATER QUALITY –
Would the proposed Revised Project:
a) Violate any water quality standards or
waste discharge requirements?
No No No Yes
b) Substantially deplete groundwater
supplies or interfere substantially with
groundwater recharge such that there would
be a net deficit in aquifer volume or a
lowering of the local groundwater table level
(e.g., the production rate of preexisting
nearby wells would drop to a level which
would not support existing land uses or
planned uses for which permits have been
granted)?
No No No N/A
c) Substantially alter the existing drainage
pattern of the site or area, including through
the alteration of the course of a stream or
river, in a manner which would result in
substantial erosion or siltation on- or off-
site?
No No No N/A
d) Substantially alter the existing drainage
pattern of the site or area, including through
the alteration of the course of a stream or
river, or substantially increase the rate or
amount of surface runoff in a manner which
would result in flooding on- or off-site?
No No No N/A
e) Create or contribute runoff water which
would exceed the capacity of existing or
planned stormwater drainage systems or
provide substantial additional sources of
polluted runoff?
No No No Yes
f) Otherwise substantially degrade water
quality?
No No No Yes
g) Place housing within a 100-year flood
hazard area as mapped on a federal Flood
Hazard Boundary or Flood Insurance Rate
Map or other flood hazard delineation map?
No No No N/A
h) Place within a 100-year flood hazard area
structures which would impede or redirect
flood flows?
No No No N/A
076962\8638848v15 25
i) Expose people or structures to a significant
risk of loss, injury or death involving flooding,
including flooding as a result of the failure of
a levee or dam?
No No No N/A
j) Inundation by seiche, tsunami, or
mudflow?
No No No N/A
Discussion: The EIR for the Project determined that impacts on hydrology and water quality
would be less-than-significant with mitigation. As stated in the EIR, the site conditions at the
Project might be unsuitable for infiltration, which could impair the ability of infiltration trenches
to infiltrate water and filter out pollutants. This impact is reduced to a less-than-significant
level through implementation of appropriate Best Management Practices (“BMPs”) (MM 9-1).
In addition, the EIR indicated that the Project could cause potential contamination of local
groundwater that would be mitigated to a less-than-significant level through implementation of
the Project Stormwater Pollution Prevention Plan (“SWPPP”) pursuant to the City’s National
Pollution Discharge Elimination System Permit (“NPDES”) (MM 9-2). The EIR concluded that the
Project could create a significant impact from nonpoint source pollutants due to runoff from
the parking garage. This impact would be reduced to less-than-significant through
implementation of water quality BMPs for stormwater runoff from the parking garages (MM 9-
3). The Project would have no impact on ground water recharge. The EIR indicated that
construction associated with the Project would present a threat of soil erosion from grading
activities by subjecting unprotected bare soils to the erosional forces of runoff. This impact
would be mitigated to a less-than-significant level through compliance with a Phase I NPDES
General Construction Activities permit requirements (MM 8-1b). Following development of the
Project, soil and sediment in runoff would be treated by storm water quality BMPs. The EIR
indicates that the Project would have no impact associated with a change in peak runoff as the
redevelopment of the Project Site from its previous use results in an approximately six percent
decrease in impervious surface areas. The EIR also concluded that the Project’s storm drain
flows into the Colma Creek Flood Control Channel (the “Colma Creek Channel”), maintenance
and improvements to which are funded partially by property taxes from property located
within the Colma Creek Flood Zone (the “Zone”). However, the EIR noted that because the
Project is not located within the Zone, the San Mateo County Department of Public Works has
requested that the stormwater runoff from the Project not be directed to the Colma Creek
Channel. The EIR concluded that the potential impact to the Colma Creek Channel would be
reduced to a less-than-significant level through rerouting all flows to the Southeastern corner of
Project Site to a point of discharge at San Francisco Bay (MM 9-4). In connection with MM 9-1
and 9-4, an on-site detention system was designed and constructed to detain the flow of
stormwater from the Project Site.
The Revised Project is consistent with this EIR analysis. The Revised Project will continue to
implement all relevant EIR mitigation measures. The Revised Project does not involve any
additional ground-disturbing activities compared to what was analyzed in the EIR. As such, the
Revised Project would not otherwise contribute pollutants or result in erosion that would have
the potential to degrade water quality that was not already analyzed in the EIR. The Revised
Project will be constructed on a portion of the Project Site that is currently developed as
076962\8638848v15 26
surface parking and, as such, would not increase the impervious surface area of the Project Site
and thus, would have no impact associated with a change in peak runoff. The Revised Project
will implement water quality BMPs for stormwater runoff from the parking garage. As the
Revised Project involves the construction of only one parking garage, stormwater runoff is
expected to remain the same or decrease as analyzed under the EIR. The Revised Project will
implement the SWPPP pursuant to NPDES requirements during and after construction of Phase
IV. Further, the Revised Project will continue to reroute all flows to the Southeastern corner of
the Project Site to a point of discharge at San Francisco Bay as indicated in the EIR.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to hydrology and water quality exists that meet the thresholds of
CEQA Section 21166 or CEQA Guidelines Section 15162.
076962\8638848v15 27
Land Use and Planning
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
LAND USE & PLANNING – Would
the proposed Revised Project:
a) Physically divide an established
community?
No No No N/A
b) Conflict with any applicable land
use plan, policy, or regulation of an
agency with jurisdiction over the
project (including, but not limited to
the general plan, specific plan, local
coastal program, or zoning
ordinance) adopted for the purpose
of avoiding or mitigating an
environmental effect?
No No No N/A
c) Conflict with any applicable
habitat conservation plan or natural
community conservation plan?
No No No N/A
Discussion: The EIR for the Project determined that the Project would be consistent with
applicable City of South San Francisco General Plan, East of 101 Area Plan land use policies, and
zoning ordinance, and so would not have an adverse impact with respect to land use and
planning.
The Revised Project is consistent with this EIR analysis. The Revised Project remains consistent
with the General Plan, the East of 101 Area Plan, and the applicable zoning designation, which
was last amended (after the EIR) to rezone the Project Site to a Planned Industrial Zoning
District in connection with the Project approvals. The increased density of development of the
Revised Project from 0.79 FAR to 0.89 FAR (if calculated using gross square footage) is under
the maximum FAR of 1.0 allowed on the Project Site per the General Plan. As such, the Revised
Project would not result in any land use or planning impacts not analyzed in the EIR.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to land use and planning exists that meet the thresholds of CEQA
Section 21166 or CEQA Guidelines Section 15162.
076962\8638848v15 28
Mineral Resources
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
MINERAL RESOURCES – Would
the proposed Revised Project:
a) Result in the loss of availability
of a known mineral resource that
would be of value to the region
and the residents of the state?
No No No N/A
b) Result in the loss of availability
of a locally-important mineral
resource recovery site delineated
on a local general plan, specific
plan or other land use plan?
No No No N/A
Discussion: The Initial Study for the Project determined that the Project would have no impact
on mineral resources with no mitigation required; thus, the Draft EIR did not include an analysis
of mineral resources. The Initial Study concluded that no mineral resources of value to the
region and the residents of the state have been identified at the Project Site and that the
Project Site has not been identified as a locally important mineral recovery site.
The Revised Project is consistent with this Initial Study analysis. The Revised Project will be
constructed on a portion of the Project Site that is currently developed as surface parking on an
area of the Project Site on which the EIR contemplated development. As such, the Revised
Project would not result in any mineral resources impacts not previously analyzed.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to mineral resources exists that meet the thresholds of CEQA Section
21166 or CEQA Guidelines Section 15162.
076962\8638848v15 29
Noise
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
NOISE – Would the proposed Revised
Project result in:
a) Exposure of persons to or generation of
noise levels in excess of standards
established in the local general plan or
noise ordinance, or applicable standards
of other agencies?
No No No Yes
b) Exposure of persons to or generation of
excessive groundborne vibration or
groundborne noise levels?
No No No N/A
c) A substantial permanent increase in
ambient noise levels in the project vicinity
above levels existing without the project?
No No No N/A
d) A substantial temporary or periodic
increase in ambient noise levels in the
project vicinity above levels existing
without the project?
No No No Yes
e) For a project located within an airport
land use plan or, where such a plan has
not been adopted, within two miles of a
public airport or public use airport, would
the project expose people residing or
working in the project area to excessive
noise levels?
No No No N/A
f) For a project within the vicinity of a
private airstrip, would the project expose
people residing or working in the project
area to excessive noise levels?
No No No N/A
Discussion: The EIR for the Project determined that noise impacts from construction and
operation of the Project would be less-than-significant with mitigation. The potentially
significant noise impact due to operation of heavy equipment during the construction of the
Project is mitigated through implementation of noise-reducing construction practices that
would reduce truck noise and noise from other construction equipment to a less-than-
significant level (MM 10-1). For operational traffic noise, the EIR acknowledged that the Project
would lead to a noticeable level of traffic noise levels at the Project site, and the vicinity.
However, due to the prevalence of industrial land uses in the area, the EIR noted that noise
thresholds for the Project and for surrounding uses are higher than if more sensitive land uses
were located nearby. Thus, while the Project would result in increased daily trips from the
previous use of the Project Site, the EIR indicated that these trips were expected to be quieter
076962\8638848v15 30
than the previous use of the Project Site due to a lesser amount of in-going and out-going diesel
truck trips. In addition, the adjacent rail spur would be abandoned. The R&D uses also would
not be expected to generate excessive vibration or groundborne noise. Noise from mechanical
equipment would comply with applicable City standards and so would be less than significant.
The EIR concluded that the permanent noise impacts of the Project (traffic, mechanical
equipment, and vibration) would be less than significant. In regards to the Project’s proximity
to the San Francisco International Airport (“SFO”), the EIR indicates that Project is located
outside of the existing and future noise contours of SFO and that the Project use as R&D would
be compatible with future noise level projections in the Project Site vicinity of less than 60 to 65
dBA, thereby representing no impact.
The Revised Project is consistent with this analysis. While the Revised Project will result in
some additional construction vehicle trips due to the increase in developed square footage of
Building 3, a marginal increase in construction vehicle noise during construction would not be
significant due to the prevalence of industrial land uses in the area. The Project also would
continue to implement relevant construction noise-reducing mitigation measures. Therefore,
the Revised Project would not generate a substantial temporary or periodic increase in ambient
noise levels from the use of construction equipment not already analyzed in the EIR. For
operational noise, the Revised Project proposes R&D uses, as was analyzed in the EIR, and so
would similarly not generate excessive noise from mechanical equipment or groundborne
vibration. As indicated in the Transportation analysis, below, the Revised Project will
incorporate a revised TDM program, is not expected to increase the number of vehicle trips to
the Project Site (and would actually have fewer vehicle trips), and reduces parking on the
Project Site, and so would not result in new significant impact with respect to traffic noise due
to operation of the revised Project. In regards to the Revised Project’s consistency with noise
contours of SFO, the Revised Project will continue to be operated as R&D and thus would be
compatible with future noise level projections in the Project Site vicinity of less than 60 to 65
dBA.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to noise exists that meet the thresholds of CEQA Section 21166 or
CEQA Guidelines Section 15162.
076962\8638848v15 31
Population and Housing
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
POPULATION & HOUSING – Would the
proposed Revised Project:
a) Induce substantial population growth
in an area, either directly (for example,
by proposing new homes and businesses)
or indirectly (for example, through
extension of roads or other
infrastructure)?
No No No N/A
b) Displace substantial numbers of
existing housing, necessitating the
construction of replacement housing
elsewhere?
No No No N/A
c) Displace substantial numbers of
people, necessitating the construction of
replacement housing elsewhere?
No No No N/A
Discussion: The Initial Study for the Project determined that the Project would have no impact
or a less-than-significant impact on population and housing with no mitigation required; thus,
the Draft EIR did not include an analysis of population and housing. The Initial Study concluded
that though it would be expected that some future users of the Project site would decide to live
within the City, their numbers would be considered less than significant. The Project does not
propose any housing and so would not otherwise induce population growth, and the Project
Site is not currently developed with housing and so none would be displaced.
The Revised Project is consistent with this Initial Study analysis. The Revised Project would
increase the square footage of the office/R&D building, but would remain consistent with the
FAR allowed under the General Plan. The increase in square footage of Building 3 could lead to
a slight increase in the total number of employees on the Project site; however, the Revised
Project would not induce any population and housing impacts not previously analyzed. Further,
the Revised Project would not alter the use from office/R&D as analyzed under the EIR. As
such, the Revised Project would not result in any population and housing impacts not
previously analyzed.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to population and housing exists that meet the thresholds of CEQA
Section 21166 or CEQA Guidelines Section 15162.
076962\8638848v15 32
Public Services
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
PUBLIC SERVICES – Would the proposed
Revised Project:
a) Result in substantial adverse physical
impacts associated with the provision of new
or physically altered governmental facilities,
need for new or physically altered
governmental facilities, the construction of
which could cause significant environmental
impacts, in order to maintain acceptable
service ratios, response times or other
performance objectives for any of the public
services:
i) Fire protection? No No No N/A
ii) Police protection? No No No N/A
iii) Schools? No No No N/A
iv) Parks? No No No N/A
V) Other public facilities? No No No N/A
Discussion: The EIR for the Project determined that the Project would have no impact or a less-
than-significant impact on public services with no mitigation required. The Project does not
include residential uses and so would not increase demand on parks, schools, or libraries. The
EIR concluded that any increase in population resulting from employees relocating nearby is
expected to be so small that any impact to schools would be minimal and less than significant.
The office/R&D development would also not generate an increase in demand for fire or police
services resulting in the need for new or physically altered governmental facilities, the
construction of which could cause significant environmental impacts.
The Revised Project is consistent with this analysis. The EIR assumed the Project would be
occupied with predominantly office and laboratory uses, which is consistent with the Revised
Project as it is expected that Building 3 (Phase IV) will be occupied by R&D uses. Therefore, the
Revised Project is not expected to generate a significant impact to service providers and is
consistent with the conclusions of the EIR. While the Revised Project would result in increased
square footage, the use of the Revised Project remains as R&D as analyzed under the EIR and
would continue to lead to a less-than-significant impact on Public Services. Further, the Revised
Project would pay school facilities fees as required by SB 50. As such, the Revised Project would
not result in any public services impacts not previously analyzed.
076962\8638848v15 33
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to public services exists that meet the thresholds of CEQA Section
21166 or CEQA Guidelines Section 15162.
076962\8638848v15 34
Recreation
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
RECREATION – Would the proposed
Revised Project:
a) Would the project increase the
use of existing neighborhood and
regional parks or other recreational
facilities such that substantial
physical deterioration of the facility
would occur or be accelerated?
No No No N/A
b) Does the project include
recreational facilities or require the
construction or expansion of
recreational facilities which might
have an adverse physical effect on
the environment?
No No No N/A
Discussion: The Initial Study for the Project determined that the Project would have no impact
or a less-than-significant impact on recreation with no mitigation required and, thus, the Draft
EIR did not include an analysis of recreation. The Project does not include residential uses and
so would not increase demand on recreational facilities. The Initial Study concluded that the
Project would in fact result in a beneficial impact to recreational services as the Project would
include the establishment of a public open space area.
The Revised Project is consistent with this Initial Study analysis. The Revised Project would not
alter the use of the office/R&D building or Project Site in a manner that would create an impact
on recreational facilities. As such, the Revised Project would remain consistent with the
analysis in the Initial Study.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to recreation exists that meet the thresholds of CEQA Section 21166 or
CEQA Guidelines Section 15162.
076962\8638848v15 35
Transportation and Circulation
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
TRANSPORTATION & CIRCULATION –
Would the proposed Revised Project:
a) Exceed 100 net new peak hour trips on
the local roadway system?
No No No Yes
b) Result in a signalized intersection
operation change from LOS A, B, C, or D
to LOS E or F?
No No No Yes
c) Result in movements or approaches at
unsignalized intersections changing from
LOS A, B, C, or D to LOS E or F?
No No No Yes
d) Increase traffic Base Case volumes at
an unsignalized intersection to meet peak
hour signal warrant criteria levels?
No No No N/A
e) Increase traffic entering an
intersection by two percent or more with
a signalized or all-way stop operation
already at Base Case LOS E or F, or when
the intersection is side street stop sign
controlled and already operating at LOS
F?
No No No Yes
f) Increase traffic entering an
unsignalized intersection by two percent
or more with Base Case traffic levels
already exceeding signal warrant criteria
levels?
No No No N/A
g) Degrade operation of the U.S. 101
freeway from LOS E to LOS F or would it
increase volumes by more than one
percent on a freeway segment with Base
Case LOS F operation?
No No No Yes
h) Would the project worsen traffic,
pedestrian or bicycle safety?
No No No Yes
i) Would the project not provide City
required parking?
No No No N/A
Discussion: The EIR for the Project determined that the Project would generate impacts to
transportation and circulation, the majority of which are reduced to less-than-significant
through the implementation of various mitigation measures. The EIR indicates that the Project
076962\8638848v15 36
would generate more than 100 net new trips during the AM and PM peak hours, thereby
triggering the San Mateo City/County Association of Governments Agency Guidelines
requirement that local jurisdictions must ensure that the developer and/or tenant mitigates all
new peak hour trips projected to be generated by the Project. This impact would be mitigated
to a less-than-significant level through implementation of a TDM program (MM 13-1).
For intersection impacts, the EIR indicates that the Project would produce Year 2008 significant
impacts at the following intersections: East Grand Avenue/Allerton Avenue, East Grand
Avenue/Littlefield Avenue, South Airport Boulevard/Utah Avenue, Forbes Boulevard/Allerton
Avenue, South Airport Boulevard/Gateway Boulevard/Mitchell Avenue, and Oyster Point
Boulevard/Gateway Boulevard/U.S. 101 Southbound Flyover Off-Ramp. Intersection
modifications set forth in Mitigation Measure 13-3 would reduce these impacts to a less than
significant level, except for Oyster Point/Gateway Boulevard/US 101 Southbound Flyover Off-
Ramp, which would remain significant and unavoidable. Impacts to this intersection were also
determined to be significant and unavoidable in the Year 2020 scenario. The City adopted a
Statement of Overriding Considerations on June 15, 2006 regarding this significant and
unavoidable intersection impact.
In regards to cumulative freeway segment impacts, the EIR indicated that development of the
Project would contribute to a permanent increase in reduced freeway LOS, representing
significant and unavoidable impacts. The Project would increase volumes by more than one
percent on two freeway segments expected to operate at LOS F without the Project
(southbound, north of the Oyster Point interchange; and northbound, south of the East Grand
Avenue off-ramp). In addition, Project traffic would result in one other segment of the freeway
changing from LOS E to LOS F operation. The EIR concluded that even with implementation of
the TDM Plan (MM 13-2), these impacts would remain significant and unavoidable. The EIR
found that no improvements are feasible to mitigate these impacts. The City adopted a
Statement of Overriding Considerations for the 1999 General Plan EIR with respect to
cumulative impacts to the U.S. 101 freeway that, according to the Project EIR was sufficient to
cover the Project’s significant and unavoidable freeway segment impacts.
The EIR indicated that impacts from long queues in driveway lanes would be mitigated by
extending the left turn lane on the eastbound East Grand Avenue approach to the Project’s
signalized intersection by 200 feet (MM 13-5), which has since been completed. On-site
circulation would be improved to reduce impacts to a less than significant level by eliminating
parking stalls that result in parking or backing maneuvers onto the Project loop road and
channelizing aisle connections (MM 13-6). The EIR also indicated that in order to mitigate a
potential significant impact regarding internal pedestrian connections, the Project would
incorporate sidewalks and crosswalks connecting the Project’s main entrance with the sidewalk
along Chabot Way (MM 13-7). The San Mateo County Congestion Management Program
provides that a jurisdiction may be required to develop a Deficiency Plan for segments of the
CMP roadway system that exceed LOS standards (operating at LOS F). Per the EIR, no
Deficiency Plan is required as in the northbound direction on the CMP roadway system, the
level of service would not exceed D on any segment during AM or PM peak hours, and in the
076962\8638848v15 37
southbound direction, nearly all traffic originates outside of San Mateo County, so San Mateo
County vehicles do not contribute significantly to deficient conditions.
The Revised Project is consistent with this analysis. As described in the May 8, 2017
memorandum by Adavant Consulting (the “Adavant Memorandum”), the Revised Project would
generate fewer daily and PM peak hour trips than the original Project and so would improve
the significant and unavoidable traffic-related impacts, but not to a less-than-significant level.
Specifically, the total number of trips generated by the Revised Project would be 17 percent
lower, and the trips generated during the PM peak would be 19 percent lower. Further, there
would be fewer inbound and outbound trips during the PM peak. As also detailed in the
Adavant Memorandum, the Revised Project would result in a reduction of over 100 inbound
AM peak trips and an increase of six outbound AM peak trips, the latter of which is not
expected to create any significant project or cumulative transportation impacts beyond what
was identified in the EIR. Due to the reduced traffic generated by R&D uses (as compared to
the “office” use analyzed in the EIR), as well as the effectiveness of the existing TDM program
(which has achieved over a 40 percent alternative mode split) and the projected effectiveness
of the revised TDM program, the Adavant Memorandum concludes that Revised Project would
not change the conclusions reached in the EIR regarding Project impacts to transportation and
circulation.
Also, as indicated in the EIR, the City encourages reductions in parking from City zoning
standards as a means of supporting trip reduction goals. As discussed in the February 16, 2017,
memorandum by Silvani Transportation Consulting (the “Silvani Memorandum”), under the
current Project Site conditionsthree existing buildings (Buildings 1, 2, and 4) and 1,006
parking spaces currently availableonly 200 spaces (or 20 percent) were occupied on January
12, 2017, and 262 (or 26 percent) were occupied on February 16, 2017. Thus, as indicated by
the Silvani Memorandum, existing parking is greatly underutilized at the Project Site. The
Revised Project will provide 1,255 spaces, a reduction from the 1,350 spaces required by the
2013 approvals, resulting in a parking ratio of 2.17 spaces per 1,000 square feet of Floor Area.
The Adavant Memorandum included an analysis of the proposed reduced parking under the
Revised Project and concluded the overall parking supply provided by the Revised Project
(1,255 spaces) would be more than sufficient to accommodate the expected total future parking
demand.
076962\8638848v15 38
Utilities and Service Systems
Issues:
Could Proposed
Changes
Involve New
Significant
Impacts or
Substantially
More Severe
Impacts?
New
Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
UTILITIES & SERVICE SYSTEMS – Would the
proposed Revised Project:
a) Exceed wastewater treatment requirements
of the applicable Regional Water Quality
Control Board?
No No No N/A
b) Require or result in the construction of new
water or wastewater treatment facilities or
expansion of existing facilities, the construction
of which could cause significant environmental
effects?
No No No N/A
c) Require or result in the construction of new
storm water drainage facilities or expansion of
existing facilities, the construction of which
could cause significant environmental effects?
No No No N/A
d) Have sufficient water supplies available to
serve the project from existing entitlements
and resources, or are new or expanded
entitlements needed?
No No No N/A
e) Result in a determination by the wastewater
treatment provider which serves or may serve
the project that it has adequate capacity to
serve the project’s projected demand in
addition to the provider’s existing
commitments?
No No No Yes
f) Be served by a landfill with sufficient
permitted capacity to accommodate the
project’s solid waste disposal needs?
No No No N/A
g) Comply with federal, state, and local statutes
and regulations related to solid waste?
No No No N/A
Discussion: The EIR for the Project determined that impacts on the City and other service
providers to deliver water supply, sanitary sewer, stormwater drainage, solid waste, and energy
services would be less-than-significant, but that impacts from wastewater flow increases would
be less than significant with mitigation. Mitigation includes the payment of a sewer-connection
fee and monthly impact fee to the City for the cost of sewer system upgrades necessary to
manage the wastewater flows generated by the Project (MM 14-1a). The occupants must also
evaluate the potential for on-site wastewater recycling and implement wastewater recycling
methods (MM 14-1b). Implementation of these measures would reduce impacts from
076962\8638848v15 39
wastewater flows to a less than significant level. Further, while the Project would increase
demand for utilities and services systems, the Project site is located in a largely built-out urban
area, and intensification of development in the area is and has been anticipated by the City and
service providers and is within the planned future capacity of these systems. In regards to
landfill capacity, the EIR indicates that the Project would have a less-than-significant impact on
solid waste service capacity.
The Revised Project is consistent with this EIR analysis. The Revised Project involves an increase
of 70,270 gross square feet over two floors in Building 3. This additional development is not
expected to substantially increase impacts on the City and other service providers to deliver
water supply, sanitary sewer, stormwater drainage, solid waste, and energy services. While the
Revised Project will increase the square footage of the building on the Project Site, the EIR
analyzed the Project uses as predominately office when, in fact, the Project consists of R&D
uses. R&D uses generate fewer employees and so the existing demand on service providers is
less than was previously anticipated. Therefore, because the Revised Project is expected to be
operated by R&D uses, it is not expected to generate a significant impact to service providers
and is consistent with the conclusions of the EIR. Further, the Revised Project will implement
all relevant EIR mitigation measures.
The Revised Project does not include substantial changes relative to anticipated development
previously analyzed, will not be developed under substantially changed circumstances, and no
new information related to utilities and service systems exists that meet the thresholds of CEQA
Section 21166 or CEQA Guidelines Section 15162.
076962\8638848v15 40
Mandatory Findings of Significance
Issues:
Could Proposed
Changes Involve
New Significant
Impacts or
Substantially
More Severe
Impacts?
New
Circumstances
that could Result
in New Significant
Impacts or
Substantially
More Severe
Impacts?
Any New
Information
Indicating
New
significant
Impacts?
Do the EIR
Mitigation
Measures
Address
Impacts?
MANDATORY FINDINGS OF SIGNIFICANCE –
Would the proposed Revised Project:
a) Does the project have the potential to
degrade the quality of the environment,
substantially reduce the habitat of a fish or
wildlife species, cause a fish or wildlife
population to drop below self-sustaining levels,
threaten to eliminate a plant or animal
community, reduce the number or restrict the
range of a rare or endangered plant or animal
or eliminate important examples of the major
periods of California history or prehistory?
No No No N/A
b) Does the project have impacts that are
individually limited, but cumulatively
considerable? ("Cumulatively considerable"
means that the incremental effects of a project
are considerable when viewed in connection
with the effects of past projects, the effects of
other current projects, and the effects of
probable future projects)?
c) Does the project have environmental effects
which will cause substantial adverse effects on
human beings, either directly or indirectly?
No
No
No
No
No
No
Yes
N/A
Discussion: The EIR determined that the Project would have the following significant and
unavoidable impacts: The Project would have a significant and unavoidable impact to the
intersection of Oyster Point/Gateway Boulevard/US 101 Southbound Flyover Off-Ramp in both
the 2008 and 2020 scenarios, and the Project would increase volumes by more than one
percent on two freeway segments expected to operate at LOS F without the Project
(southbound, north of the Oyster Point interchange; and northbound, south of the East Grand
Avenue off-ramp). In addition, Project traffic would result in one other segment of the freeway
changing from LOS E to LOS F operation. Even with mitigation, these traffic impacts would
remain significant and unavoidable. The City adopted a Statement of Overriding Considerations
for the 1999 General Plan EIR as to the freeway impacts, and adopted a separate Statement of
Overriding Considerations on June 15, 2006 for the Project.
The Revised Project is consistent with this EIR analysis. The Revised Project will continue to
have significant and unavoidable impacts due to the addition of Project traffic. However, as
076962\8638848v15 41
shown in the May 8, 2017 Trip Generation Analysis, the Revised Project would generate fewer
daily and PM peak hour trips than the original Project and so would actually improve the
significant and unavoidable traffic-related impacts, including air emissions.
In regards to mandatory findings of significance, as indicated above, the Revised Project would
not degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife
species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to
eliminate a plant or animal community, reduce the number or restrict the range of a rare or
endangered plant or animal or eliminate important examples of the major periods of California
history or prehistory. Further, the Revised Project would not have environmental effects which
will cause substantial adverse effects on humans, either directly or indirectly.
The EIR for the Project determined that development of the Project on the Project Site would
significantly impact the intersection of Oyster Point/Gateway Boulevard/US 101 Southbound
Flyover Off-Ramp in both the 2008 and 2020 scenarios, and would contribute to reduced
freeway Levels of Service, representing significant and unavoidable adverse impacts. The City
adopted a Statement of Overriding Considerations for the 1999 General Plan EIR as to the
freeway impacts, and adopted a separate Statement of Overriding Considerations on June 15,
2006 for the Project.
The Revised Project is consistent with this EIR analysis. The Revised Project will implement all
applicable EIR mitigation measures for the Project. The Revised Project would consist of R&D
uses, similar to the Project operations currently on-site. These uses generate fewer employees
than the office uses analyzed in the EIR, resulting in reduced demand for public services and
utilities than was assumed in the EIR. The Project’s aggressive TDM, which will continue to
apply to the Revised Project, has resulted in substantial reduction in vehicle trips and, as
indicated in the Trip Generation Analysis memorandum, the TDM for the Revised Project is
anticipated to result in 40 percent of all trips using alternative modes of transportation. Thus,
there is no evidence that the Revised Project would cause significant traffic impacts or be a
cumulatively considerable contributor to significant cumulative traffic impacts beyond what
was analyzed in the EIR. The Revised Project does not include substantial changes relative to
anticipated development previously analyzed in the EIR, will not be developed under
substantially changed circumstances, and no new information exists that meets the thresholds
of CEQA Section 21166 or CEQA Guidelines Section 15162.
CONCLUSION
Accordingly, because some changes to the Project as analyzed in the EIR are necessary, but
none of the conditions described in CEQA Guidelines Section 15162 have occurred, an
addendum is the appropriate CEQA document to address the changes.
Based on the findings and information contained in the certified EIR, the analysis above, and
the CEQA statute and CEQA Guidelines, including Sections 15164 and 15162, the Revised
Project will not result in any new or substantially more severe environmental effects than
identified in the EIR, and the potential environmental effects of the Revised Project have been
076962\8638848v15 42
adequately addressed in the certified EIR for the 249 East Grand Avenue Project. Therefore, an
addendum to the EIR is appropriate under CEQA Guidelines Section 15164. The EIR, including
this Addendum is adequate for use by the Planning Commission and City Council in their review
of the Use Permit Modification, the Development Agreement Amendment, and the adoption of
findings required by CEQA in acting on such requests.
EXHIBIT B to CEQA Resolution
249-279 East Grand Avenue - 2005 Certified EIR
EIR05-0001
A. 2005 EIR Link: http://weblink.ssf.net/weblink/0/doc/51342/Page1.aspx
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-963 Agenda Date:10/11/2017
Version:1 Item #:8c.
Ordinance adopting a third amendment to the development agreement between ARE-San Francisco No.12,
LLC,ARE-San Francisco No.44,LLC,and ARE-San Francisco No.46,LLC,and the City of South San
Francisco for the office/research & development campus at 249-279 East Grand Avenue.
WHEREAS,pursuant to City Council Ordinance No.1372-2006,the City of South San Francisco (“City”)and
Alexandria Real Estate Equities (ARE)-San Francisco No.21 LP,ARE-San Francisco No.42 LLC,entered into
a development agreement (“Development Agreement”)for the development of an office/research &
development (R&D)campus at 249-279 East Grand Avenue (“Project”),which was effective as of August 25,
2006; and
WHEREAS,the City Council certified the EIR (State Clearinghouse number 2005-042121)for the Project on
July 12,2006,including a mitigation monitoring and reporting program and a statement of overriding
considerations; and
WHEREAS,ARE-San Francisco No.12,LLC (“ARE-SF 12”),ARE-San Francisco No.44,LLC (“ARE-SF
44”),and ARE-San Francisco No.46,LLC (“ARE-SF 46”)(collectively known as “Owner”or “Applicant”),
requested on June 24,2013,an amendment to the Development Agreement that was adopted by the City
Council as Ordinance No.1473-2013 (“First Amendment”),recorded in the Official Records of the County of
San Mateo as Instrument No.2013-152683 on November 1,2013,in connection a use permit modification to
(i)amend the original plan set,(ii)reduce the parking ratio for the Project to 2.50 spaces per 1,000 square feet,
and (iii)allow for temporary off-site parking at 213 East Grand during construction of the Phase 3 building,the
Phase 4 building, and the garage, and (iv) and other modifications; and
WHEREAS,On August 24,2016,the City Council adopted Ordinance No.1523-2016 approving an additional
amendment to the Development Agreement to extend the duration of the term from ten (10)to twelve (12)
years, changing the expiration date from August 25, 2016 to August 25, 2018 (“Second Amendment”); and
WHEREAS,on April 3,2017,Applicant submitted an application requesting an increase in floor area ratio
(FAR)from 0.75 to 0.85 by increasing the size of the fourth (4th)building by 69,059 square feet and the height
from four (4)to six (6)stories,and requesting a parking reduction to a ratio of 2.17 parking spaces/1,000
square feet at 249-279 East Grand Avenue for the Project in the Business Technology Park (BTP)Zoning
District,which requires approval of a third amendment to the Development Agreement (“Third Amendment”),
use permit modification,transportation demand management (TDM)plan,and design review (“Revised
Project’); and
WHEREAS,environmental analysis for the Revised Project was conducted,which concluded that the
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WHEREAS,environmental analysis for the Revised Project was conducted,which concluded that the
environmental effects associated with construction and operation of the Revised Project are fully within the
scope of the environmental analysis conducted in the 2005 EIR,such that the Revised Project does not meet the
criteria under California Environmental Quality Act (CEQA)Guidelines sections 15164 or 15162 justifying
preparation of a subsequent EIR and thus,an addendum is the appropriate environmental document for the
Revised ; and
WHEREAS,pursuant to CEQA Guidelines section 15164,an addendum to the 2005 EIR was prepared for the
Project (“2017 Addendum”) and approved by a separate resolution of the City Council; and
WHEREAS,the Design Review Board reviewed the Revised Project at its April 18,2017 meeting,and
recommended approval of the Revised Project; and
WHEREAS,on August 17,2017,the Planning Commission for the City of South San Francisco held a lawfully
noticed public hearing to consider the Third Amendment and recommended that the City Council adopt an
ordinance approving the Third Amendment (“Ordinance”); and
WHEREAS,on October 11,2017,the City Council for the City of South San Francisco held a lawfully noticed
public hearing to consider the Third Amendment.
NOW,THEREFORE,BE IT ORDAINED that based on the entirety of the record before it,as described below,
the City Council of the City of South San Francisco does hereby ordain as follows:
SECTION I. FINDINGS
I.General Findings
1.The foregoing recitals are true and correct and made a part of this Ordinance.
2.The record for these proceedings,and upon which this Ordinance is based,includes without limitation,
federal and state law;the California Environmental Quality Act,Public Resources Code §21000,et seq.
(CEQA)and the CEQA Guidelines,14 California Code of Regulations §15000,et seq.;the South San
Francisco General Plan and General Plan Environmental Impact Report (EIR);the South San Francisco
Municipal Code;the Project applications;the EIR,including the Draft and Final EIR,mitigation
monitoring and reporting program (MMRP)and statement of overriding considerations (SOC)prepared
and certified for the 249-279 East Grand Avenue Project and all appendices thereto;the 2017 EIR
Addendum;all site plans,all associated documents,and all reports,minutes,and public testimony
submitted as part of the Planning Commission's duly noticed August 17,2017 meeting;and all reports,
minutes,and public testimony submitted as part of the City Council’s duly noticed October 11,2017
meeting,and any other evidence (within the meaning of Public Resources Code §21080(e)and
§21082.2).
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3.The modifications to the Development Agreement as proposed in the Third Amendment will not create
any new significant impacts or substantially more severe impacts as compared to those already
identified and analyzed in the 2005 EIR.Further,the City Council finds that there is no 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 Revised Project.
4.Accordingly,the City Council finds that under CEQA Guidelines section 15162,the Revised Project
does not require any further CEQA review,and the 2017 Addendum,prepared pursuant to CEQA
Guidelines section 15164,is the appropriate environmental document for approval of the Revised
Project.
5.The proposed Third Amendment to the Development Agreement,attached hereto as Exhibit A,is
incorporated by reference and made a part of this Ordinance, as if it were set forth fully herein.
6.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 Planning Manager, Sailesh Mehra.
II.Development Agreement
1.The Owner and City have negotiated a Third Amendment to the Development Agreement pursuant to
Government Code section 65864 et seq and South San Francisco Municipal Code Chapter 19.60.The
Third Amendment,as proposed,is consistent with the objectives,policies,general land uses and
programs specified in the South San Francisco General Plan and any applicable specific plan because
the Revised Project will facilitate the development of the type of project that the General Plan
contemplates in the Revised Project site area.
2.The Development Agreement,as proposed for amendment,complies with all applicable zoning,
subdivision and building regulations and with the General Plan and any applicable specific plan because
under the Third Amendment,the Revised Project remains compatible with the uses authorized in,and
the regulations prescribed for the land use district in which the real property is located.The site plan
modifications under the Third Amendment do not in any way alter the fact that the site of the Revised
Project is physically suitable for the type and intensity of the land use being proposed.The site plan
modifications to the Development Agreement pursuant to the Third Amendment will facilitate the type
of development that the General Plan contemplates in the Revised Project site area.Furthermore,the
suitability of the site for the type of development authorized in the Third Amendment to Development
Agreement was analyzed thoroughly in the original Project approvals and environmental documentation
prepared for the original Project and the Revised Project.
3.The Third Amendment does not alter the provisions of the Development Agreement and subsequent
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3.The Third Amendment does not alter the provisions of the Development Agreement and subsequent
Amendments that contain the previously approved duration of the Development Agreement of twelve
years,the previously-approved permitted uses of the property nor the previously specified provisions for
reservation or dedication of land for public purposes.
4.The Third Amendment to the Development Agreement states that the Project to be developed on the
Property pursuant to the Development Agreement shall consist of (i)four (4)office/R&D buildings
containing approximately 584,084 square feet,which amounts to an FAR of .85 (ii)a four (4)level
parking garage that will accommodate seven hundred and twenty-five (725)parking spaces,(iii)surface
parking that will accommodate up to five hundred and forty-five (545)parking spaces (the total parking
spaces between the garage and the surface parking results in a parking ratio of 2.17 spaces per 1,000
square feet), and (iv) related improvements.
5.The Third Amendment to the Development Agreement states that the Project as revised will increase the
height of the fourth building from four (4) to six (6) stories.
SECTION II. DEVELOPMENT AGREEMENT.
The City Council hereby adopts an Ordinance amending the Development Agreement to increase the size of the
final building (Building 4)by 69,059 square feet,increase the number of stories from four (4)to six (6),and
reduce the parking ratio from 2.50 spaces/1,000 square feet to 2.17 spaces/1,000 square feet at the site of the
Revised Project,as shown in the Third Amendment attached hereto and incorporated herein as Exhibit A.All
other areas of the Development Agreement that are not amended by this Ordinance are not included in Exhibit
A,and shall remain in full force and effect.The City Council also hereby authorizes the City Manager to enter
into and execute the Third Amendment on behalf of the City Council in substantially the same form as attached
hereto as Exhibit A;to make any revisions,amendments,or modifications,subject to the approval of the City
Attorney,deemed necessary to carry out the intent of this Ordinance and which do not materially alter or
increase the City’s obligations thereunder.
SECTION III. 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 IV. PUBLICATION AND EFFECTIVE DATE.
Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared
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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 Councilmembers voting for and against this Ordinance or otherwise voting.This
Ordinance shall become effective thirty (30) days from and after its adoption.
*****
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1
RECORDING REQUESTED BY:
City of South San Francisco
Office of the City Clerk
WHEN RECORDED MAIL TO:
City Clerk Department
City of South San Francisco
PO Box 711 South San Francisco, CA 94083
APN: 015-050-440, 015-050-450
__________________________________________________________________________
(Space Above This Line For Recorder’s Use Only)
THIRD AMENDMENT
TO DEVELOPMENT AGREEMENT
This Third Amendment to Development Agreement (“Third Amendment”) is entered into
by and between ARE-San Francisco No. 12, LLC (“ARE-SF 12”), ARE-San Francisco No.44, LLC
(“ARE-SF 44”), and ARE-San Francisco No.46, LLC (“ARE-SF 46”) (collectively known as
“Developer”) and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”),
dated for reference purposes the _____ day of ________________, 2017.
RECITALS
A. Pursuant to the adoption of City Council Ordinance No. 1372-2006 (“DA Ordinance”),
the City entered into a Development Agreement between City and ARE-SF 12 (“Original
Agreement”), recorded in the Official Records of the County of San Mateo as Instrument No. 2007-
018093 CONF on February 8, 2007, for the development of an Office/R&D project consisting of
534,000 gross square feet of office/R&D uses, 5,500 gross square feet of ancillary retail, and a 4-
story parking garage at 249 - 279 East Grand Avenue (“Project”). The Ordinance took effect on
August 25, 2006. The Original Agreement and all of its subsequent amendments shall be referred to
collectively herein as “Agreement.”
B. On June 22, 2012, ARE-SF 12 transferred to ARE-SF 44 all of ARE-SF 12’s right, title,
and interest in the First Transferred Parcel and, in conjunction with such transfer, (i) ARE-SF 12
assigned to ARE-SF 44 all of ARE-SF 12’s rights, interest, and obligations under the Original
Agreement with respect to the First Transferred Parcel, and (ii) ARE-SF 44 assumed all of ARE-SF
12’s obligations under the Original Agreement with respect to the First Transferred Parcel, as
further described in the First Amendment.
C. On May 16, 2013, ARE-SF 12 transferred to ARE-SF 46 all of ARE-SF 12’s right, title,
and interest in the Second Transferred Parcel and, in conjunction with such transfer, (i) ARE-SF 12
assigned to ARE-SF 46 all of ARE-SF 12’s rights, interest, and obligations under the Original
Agreement with respect to the Second Transferred Parcel, and (ii) ARE-SF 46 assumed all of ARE-
SF 12’s obligations under the Original Agreement with respect to the Second Transferred Parcel, as
further described in the First Amendment.
2
D. On June 24, 2013, the City Council adopted Ordinance No. 1473-2013 approving an
amendment to the Original Agreement (“First Amendment”), recorded in the Official Records of
the County of San Mateo as Instrument No. 2013-152683 on November 1, 2013, in connection with
the Use Permit Modification to (i) amend the Original Plan Set, (ii) reduce the parking ratio for the
Project to 2.50 spaces per 1,000 square feet, and (iii) allow for temporary off-site parking at 213 East
Grand during construction of the Phase 3 building, the Phase 4 building, and the garage.
E. On August 24, 2016 the City Council adopted Ordinance No. 1523-2016 approving a
second amendment to the Agreement (“Second Amendment”), recorded in the Official Records of
the County of San Mateo as Instrument No. 2017-054775 on August 11, 2017, to extend the term of
the Agreement from ten (10) years to twelve (12) years.
F. The Developer has completed construction of three of the four entitled office /research
and development buildings (addressed 249 East Grand – 269 East Grand), and desires to construct
the last office /research and development building (279 East Grand) totaling approximately 202,260
square feet (208,206 gross square feet) at 279 East Grand Avenue and a four–level above-ground
parking garage.
G. On April 3, 2017, the Developer requested a third amendment to the Agreement (“Third
Amendment”) in connection with a proposed Use Permit Modification (“Second Use Permit
Modification”) to allow for an increase in FAR for the Project from 0.75 to 0.85 by increasing the
size of the Phase 4 building, 279 East Grand, by 69,059 square feet (70,270 gross square feet) and
the height from four (4) to six (6) stories, a parking reduction through an advanced Transportation
Demand Management Plan, and other minor modifications to the Plan Set (“Project Changes”). The
Project Changes are reflected in an amended plan set (“Amended Plan Set”) prepared by DGA and
dated July 2017 and attached hereto as Exhibit B.
H. On August 17, 2017, the Planning Commission adopted Resolution No. 2806-2017
recommending that the City Council (1) adopt an ordinance approving the Third Amendment to the
Original Agreement , and (2) adopt a resolution approving the Second Use Permit Modification, a
parking reduction request, a Transportation Demand Management plan, and design review to allow
for the Project Changes (the “Revised Entitlements”).
I. On October ----, 2017, the City Council adopted Resolution No._______ approving the
Revised Entitlements.
J. On October ----, 2017, the City Council considered the proposed Third Amendment and
adopted Ordinance No. ________ approving the Third Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties
herein contained, the City and Developer agree as follows:
AMENDMENT TO AGREEMENT
1. Recitals. The foregoing recitals are true and correct and hereby incorporated herein.
2. Effective Date of Third Amendment. Pursuant to Section 19.60.140 of the South San
Francisco Municipal Code, this Third Amendment shall be effective from and after the date
3
that the ordinance approving this Third Amendment takes effect (“Third Amendment
Effective Date”).
3. Defined Terms. As of the Third Amendment Effective Date, (i) the term “Agreement”,
as used in the Original Agreement and/or this Third Amendment, shall mean the Original
Agreement, as amended by the First Amendment, the Second Amendment, and this Third
Amendment, (ii) the term “Use Permit”, as used in the Original Agreement and/ or this
Third Amendment , shall mean the Original Use Permit, as amended by the Use Permit
Modification, and as subsequently amended by the Second Use Permit Modification, and
(iii) the term “Plan Set”, as used in the Original Agreement and/or this Third Amendment
shall mean the Original Plan Set, as amended by the Supplemental Plan Set, as subsequently
amended by the Amended Plan Set. All capitalized terms not defined herein shall have the
meanings ascribed to them in the Agreement.
4. Modification of Project Description and Selected Standards For Project.
In accordance with the Second Use Permit Modification and the Amended Plan Set :
a) The first paragraph of Section 3 of the Agreement shall be amended so that the
Project shall consist of four (4) 3- to 6-story office /research and development
buildings totaling approximately 584,084 square feet (610,270 gross square feet), a
4–level above - ground parking garage, and related improvements, as provided in
the Plan Set, as amended by the Supplemental Plan Set and Amended Plan Set, as
approved by the City Council.
b) The required parking ratio for all uses in the Project shall be 2.17 parking spaces per
1, 000 square feet of floor area (2.06 spaces/1,000 gross square feet); provided,
however, that Owner may elect, in its sole discretion, to increase the required
parking ratio up to, but not more than, 2.50 parking spaces per 1,000 square feet, by
(i) giving the City written notice of such election at least sixty (60) days before the
increase in the parking ratio is to become effective and (ii) by submitting evidence
satisfactory to the City that such increase is consistent with the Transportation
Demand Management (TDM) plan.
c) During construction of the Phase 4 building, construction of the Garage, and
construction of the remainder of the Project, Developer shall provide valet parking
for the Phase 1, 2, and 3 buildings to the extent reasonably necessary to compensate
for any parking deficiency caused by such construction. The requirements of the
foregoing sentence shall supersede Section 3(c)(2) of the First Amendment.
5. Vesting of Approvals. Upon the City’s approval of each of the Revised Entitlements and
this Third Amendment, such approvals shall vest in Owner and its successors and assigns
as provided in Section 5 of the Original Agreement.
6. Section 12. Section 12 of the Agreement is hereby amended to add new Section 12(e) as
follows:
(e) Fire & Life Safety Contribution. Owner shall contribute a one-time Fire &
Life Safety contribution to the City in the amount of five dollars ($5.00) per sq. ft.
for the increase in building size of 69,059 sq. ft. as authorized by the Second Use
4
Permit Modification, for a total amount of Three Hundred Forty Five Thousand and
Two Hundred and Ninety Five dollars ($345,295), to be paid prior to issuance of the
Certificate of Occupancy for the Phase 4 building .
7. Section 9. Section 9 of the Agreement is hereby amended to read as follows with additions
in double underline and deletions in strikethough:
Exhibit A — Original Legal Description of Property
Exhibit B —Current Legal Description of Property
Exhibit C — Legal Description of First Transferred Parcel
Exhibit D — Legal Description of Second Transferred Parcel
Exhibit E — Legal Description of Trail Corridor
Exhibit F— Use Permit Modification / Supplemental Plan Set / Conditions of
Approval
Exhibit F-1 – Amended Plan Set (dated July 2017)
8. Exhibits. The Agreement is hereby amended to add the Amended Plan Set, which is
attached hereto as Exhibit B and shall be known as Exhibit F-1 to the Agreement.
9. Effect of Third Amendment. Except as expressly modified by this Third Amendment,
the Agreement shall continue in full force and effect according to its terms, and Developer
and City hereby ratify and affirm all their respective rights and obligations under the
Agreement, including but not limited to Developer’s indemnification obligations as set
forth in Section 13 of the Original Agreement. In the event of any conflict between this
Third Amendment or the Original Agreement, as amended by the First Amendment and/or
the Second Amendment, the provisions of this Third Amendment shall govern.
10. Binding Agreement. This Third Amendment shall be binding upon and inure to the
benefit of the heirs, administrators, executors, successors in interest, and assigns of each of
the parties hereto. Any reference in this Third Amendment to a specifically named party
shall be deemed to apply to any successor, administrator, executor, or assign of such party
who has acquired an interest in compliance with the terms of this Third Amendment or
under law.
11. Recordation. The City shall record a copy of this Third Amendment within ten (10) days
following execution by all parties.
12. Counterparts. This Third Amendment may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which, when taken together, shall constitute
the same document.
13. California Law. This Third Amendment shall be governed by and interpreted in
accordance with the laws of the State of California.
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14. Invalidity. Any provision of this Third Amendment that is determined by a court of
competent jurisdiction to be invalid or unenforceable shall be deemed severed from this
Third Amendment, and the remaining provisions shall remain in full force and effect as if
the invalid or unenforceable provision had not been a part hereof
15. Headings. The headings used in this Third Amendment are for convenience only and
shall be disregarded in interpreting the substantive provisions of this Third Amendment.
IN WITNESS WHEREOF, this Third Amendment has been entered into by and between
Developer and City as of the date and year first above written.
[SIGNATURES ON THE FOLLOWING PAGE]
6
CITY OF SOUTH SAN FRANCISCO
By: By:
Name: Name:
Title: Title:
Date: Date:
ARE-SAN FRANCISCO NO. 12, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership, Managing Member
By: ARE-QRS CORP.,
a Maryland corporation, General Partner
By: ______________________________________________________________
Name: ____________________________________________________________
Title: _____________________________________________________________
Date: _____________________________________________________________
ARE-SAN FRANCISCO NO. 44, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership, Managing Member
By: ARE-QRS CORP.,
a Maryland corporation, General Partner
By: ______________________________________________________________
Name: ____________________________________________________________
Title: _____________________________________________________________
Date: _____________________________________________________________
7
ARE-SAN FRANCISCO NO. 46, LLC,
a Delaware limited liability company
By: Alexandria Real Estate Equities, L.P.,
a Delaware limited partnership, Managing Member
By: ARE-QRS CORP.,
a Maryland corporation, General Partner
By: ______________________________________________________________
Name: ____________________________________________________________
Title: _____________________________________________________________
Date: _____________________________________________________________
APPROVED AS TO FORM:
By: ___________________
Jason Rosenberg,
City Attorney
ATTEST:
By: ____________________
Krista J. Martinelli, City Clerk
8
EXHIBIT A
Legal Description
9
Exhibit B
Amended Plan Set
2871419.1
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-889 Agenda Date:10/11/2017
Version:1 Item #:9.
Report regarding resolution approving Local Goals and Policies for Community Facilities Districts.(Marian
Lee, Assistant City Manager and Steve Mattas, Assistant City Attorney)
RECOMMENDATION
It is recommended that the City Council adopt a resolution approving Local Goals and Policies for
Community Facilities Districts.
BACKGROUND/DISCUSSION
The Mello-Roos Community Facilities Act of 1982,as amended (Act)requires the City to have Local Goals
and Policies for Community Facilities Districts (CFD)in place that are in compliance with Government Code
Section 53312.7.
The attached Policies provide guidance and conditions for the City to conduct formation proceedings and to
issue bonds secured by special taxes levied in a CFD.The Policies are intended to be general in nature;specific
details will depend on the nature of each particular CFD financing.The Policies are only applicable to special
tax financings under the Act and do not apply to any other financing districts formed by or debt issued by the
City. In addition, these Policies are subject to amendment by the City Council at any time.
FISCAL IMPACT
There is no net impact to the City's General Fund as a result of the recommended action.
CONCLUSION
Approval of the Local Goals and Policies for Community Facility Districts proactively positions the City to be
in compliance with state law for proposed CFDs in the future.
City of South San Francisco Printed on 10/5/2017Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-890 Agenda Date:10/11/2017
Version:1 Item #:9a.
Resolution approving Local Goals and Policies for Community Facility Districts.
WHEREAS,this Council is intending to consider the conduct of proceedings under the Mello-Roos
Community Facilities Act of 1982 (Chapter 2.5,commencing with Section 53311 of Part 1,Division 2,Title 5
of the California Government Code) (the “Act”).
WHEREAS,under the Act,a local agency may initiate proceedings to establish a community facilities district
under the Act only if it has first considered and adopted local goals and policies.
WHEREAS,a form of Local Goals and Policies for Community Facilities Districts (the “Goals and Policies”)
is on file with the City Clerk.
NOW THEREFORE BE IT RESOLVED,that in accordance with the requirements of Section 53312.7 of the
Act,this Council hereby adopts the “Local Goals and Policies for Community Facilities Districts”as set forth
in Exhibit A attached hereto and incorporated herein by reference.
BE IT FURTHER RESOLVED,that this Resolution shall take effect from and after the date of its passage and
adoption and shall apply to public financings under the Act that are approved by this Council hereafter.
*****
City of South San Francisco Printed on 10/12/2017Page 1 of 1
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1
CITY OF SOUTH SAN FRANCISCO
LOCAL GOALS AND POLICIES FOR
COMMUNITY FACILITIES DISTRICTS
Adopted ___, 2017
I. GENERAL.
Section 53312.7(a) of the California Government Code requires that local agencies
consider and adopt local goals and policies concerning the use of the Mello-Roos Community
Facilities Act of 1982 (the "Act") prior to the initiation of proceedings on or after January 1, 1994
to establish a new community facilities district ("CFD") under the Act.
These Local Goals and Policies for Community Facilities Districts (the “Policies”)
provide guidance and conditions for the conduct by the City of South San Francisco (the “City”)
of proceedings for, and the issuance of bonds secured by special taxes levied in, a CFD
established under the Act. The Policies are intended to be general in nature; specific details will
depend on the nature of each particular financing. The Policies are applicable to financings
under the Act and are intended to comply with Section 53312.7 (a) of the Act. These policies
supersede and replace any local goals and policies previously adopted by the City under the
Act. These Policies shall not apply to any assessment financing or any certificate of
participation or similar financings involving leases of or security in public property. The
Policies are subject to amendment by the City Council at any time.
II.FINANCING PRIORITIES.
Eligible Facilities. Except as otherwise permitted by the Act, the improvements eligible
to be financed by a CFD must be owned by a public agency or public utility and must have a
useful life of at least five years, except that up to 10% of the proceeds of an issue may be used
for facilities owned and operated by a privately-owned public utility.
The development proposed within a CFD must be consistent with the City's general
plan and any required legislative approvals and entitlements, such as zoning or specific plan
approvals, must be in place or in process at the time the CFD is formed. A CFD shall not vest
any rights to future land use on any properties, including those that are responsible for paying
special taxes.
The eligible public facilities include, but are not limited to, those listed in the Act.
It is acknowledged that the Act permits the financing of fee obligations imposed by
governmental agencies the proceeds of which fees are to be used to fund public capital
improvements of the nature listed above. The City will consider an application to finance fee
obligations on a case-by-case basis. The City will prioritize financing fees to be paid to the City
because of the administrative burden associated with financing fees payable to other local
agencies.
EXHIBIT A
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The funding of public facilities to be owned and operated by public agencies other than
the City shall be considered on a case-by-case basis. If the proposed financing is consistent with
a public facilities financing plan approved by the City, or the proposed facilities are otherwise
consistent with approved land use plans for the property, the City shall consider entering into a
joint financing agreement or joint powers authority in order to finance these facilities. A joint
agreement with the public agency that will own and operate any such facility must be entered
into at the time specified in the Act.
A CFD may also be formed for the purpose of refinancing any fixed special assessment
or other governmental lien on property, to the extent permitted under the Act, as applicable.
Priority Facilities. Priority for CFD financing of public facilities shall be given to public
facilities that: (a) are necessary for development to proceed in an orderly fashion, or (b) are
otherwise coordinated to correspond to the phasing of the related private development project.
If appropriate, the City may prepare a public facilities financing plan as a part of the specific
plan or other land use document that identifies the public facilities required to serve a project,
and the type of financing anticipated to be used for each facility.
Eligible Services; Priority Services. The services eligible to be financed by a CFD (the
“Services”) are those identified in the Act. Subject to the conditions set forth in the Act, priority
for public services to be financed by a CFD shall be given to services that (a) are necessary for
the public health, safety and welfare and (b) would otherwise be paid from the City’s general
fund. The City may finance services to be provided by another local agency if it determines the
public convenience and necessity require it to do so, although the City prioritizes financing
services to be provided by the City.
If appropriate, the City shall prepare a public services financing plan as a part of the
specific plan or other land use document that identifies the public services required to serve a
project, the source of funding for each such service and the incremental services to be financed
by property owners.
Eligible Private Facilities. Financed improvements may be privately owned in the
specific circumstances, and subject to the conditions, set forth in the Act.
III. BOND FINANCINGS; CREDIT QUALITY.
Value-to-Public Lien Ratio. All CFD bond issues should have a value-to-lien ratio of at
least 3:1, based on the value of the property in the CFD and the principal amount of the CFD
bonds and other public debt with a foreclosable lien on the property in the CFD, taking into
account the value of the financed public improvements to be installed, unless otherwise
specifically approved by the City Council as provided in Section 53345.8(b) or (c) of the Act.
Property value may be based on either an appraisal (as described in VI below) or on assessed
values as indicated on the county assessor's tax roll.
3
Entitlement Status. Except as otherwise approved by the City Council, the City will
require all major land use approvals and governmental permits necessary for development of
land in the CFD to be substantially in place before bonds may be issued.
Reserve Fund. Where appropriate, the City will require a reasonable debt service reserve
fund, which will typically be funded with proceeds of bonds issued for the CFD.
Failure to Meet Credit Criteria. A property value to public lien ratio of less than 3:1,
excessive tax delinquencies, or projects of uncertain economic viability may cause the City to
disallow the sale of bonds or require credit enhancement prior to bond sale. The City may
consider exceptions to the above policies for bond issues that do not represent an unusual credit
risk, either due to credit enhancement or other reasons specified by the City, or which otherwise
provide extraordinary public benefits, to the extent permitted by and subject to any applicable
requirements of the Act.
If the City requires letters of credit or other security for the payment of special taxes
within a CFD, the credit enhancement shall be issued by an institution, in a form and upon
terms and conditions satisfactory to the City. Any security required to be provided by the
applicant may be discharged by the City upon satisfaction of the applicable credit criteria
specified by the City.
As an alternative to providing other security, and subject to federal tax law, the
applicant may request that a portion of the bond proceeds be placed in escrow with a trustee or
fiscal agent in an amount sufficient to assure the financing will meet the applicable credit
criteria, including, but not limited to, meeting a value-to-lien ratio of at least three to one on the
non-escrowed bond proceeds. The escrowed bond proceeds shall be released at such times and
in such amounts as may be necessary to assure the applicable credit criteria have been met.
The City will work with its legal counsel, financial advisors and bond underwriters to
ensure that bond financings are structured so that bonds are purchased and owned by suitable
investors.
IV. DISCLOSURES
Purchasers of Property. As a minimum, any disclosures mandated by applicable state
law to inform prospective purchasers of their obligations under the CFD shall apply to each
CFD. In addition, there may be additional requirements mandated by the City for particular
kinds of financings on a case-by-case basis. The City may prescribe specific forms to be used to
disclose the existence and extent of obligations imposed by CFD.
Disclosure Requirements for the Resale of Lots. The City shall, upon request, provide a
notice of special taxes to sellers of property (other than developers) to enable them to comply
with their notice requirements under Section 1102.6 of the Civil Act. This notice shall be
provided by the City within a reasonable time after receiving a written request for the notice. A
reasonable fee may be charged for providing the notice, not to exceed any maximum fee
specified in the Act.
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Continuing Bond Disclosure. Major landowners in a CFD must agree to provide: (i)
initial disclosure at the time of issuance of any bonds; and (ii) continuing disclosure as required
by the City and the bond underwriter to ensure compliance with Rule 15c2-12 of the Securities
Exchange Commission.
V. EQUITY OF SPECIAL TAX FORMULAS AND MAXIMUM SPECIAL TAXES
Minimum Special Tax Levels. Special tax formulas shall provide for minimum special
tax levels which satisfy the following payment obligations of a CFD: (a) 110% gross debt service
coverage for all CFD bonded indebtedness, (b) the administrative expenses of the CFD (which
may be covered in the 10% debt service coverage described in clause (a)), and (c) amounts equal
to the differences between expected earnings on any escrow fund and the interest payments due
on related bonds of the CFD.
In addition, the special tax formula may provide for the following to be included in the
special tax levels:
(a) any amounts required to establish or replenish any reserve fund established
in association with the indebtedness of the CFD,
(b) the accumulation of funds reasonably required for future debt service,
(c) amounts equal to projected delinquencies of special tax payments,
(d) the costs of remarketing, credit enhancement and liquidity facility fees,
(e) the cost of acquisition, construction, furnishing or equipping of authorized
Facilities,
(f) lease payments for existing or future facilities,
(g) costs associated with the release of funds from an escrow account,
(h) the costs of Services, and
(i) any other costs or payments permitted by law.
Equity of Special Tax Allocation Formula. The special tax formula shall be reasonable in
allocating the CFD’s payment obligations to parcels within the CFD. Exemptions from the
special tax may be given to parcels which are publicly owned, are held by a property owners'
association, are used for a public purpose such as open space or wetlands, are affected by public
utility easements making impractical their utilization for other than the purposes set forth in the
easements, or have insufficient value to support bonded indebtedness.
5
Aggregate Tax Burden. The total projected non-residential property tax levels for any
CFD (including ad valorem taxes, any maintenance, landscaping or other impositions on the
land in the CFD and other similar annual government charges levied on parcels in the CFD, but
excluding property owners’ association annual levies and as to any special tax levies, based on
the expected special tax rates and not any "back-up" special taxes) must be reasonable. The
annual increase, if any, in the maximum special tax for any non-residential parcel shall not
exceed any maximum specified in the Act.
At the time a CFD is formed, except as otherwise approved by the City Council, the City
shall determine that the total projected residential property tax levels (including ad valorem
taxes, any maintenance, landscaping or other impositions on the land in the CFD and other
similar annual government charges levied on parcels in the CFD, but excluding homeowners'
association annual levies and as to any special tax levies, based on the expected special tax rates
and not any "back-up" special taxes) within the CFD (or, if a CFD has multiple improvement
areas, for each improvement area and not the entire CFD) does not exceed the lesser of (i) 2.0%
of the estimated sales prices of the respective homes to be constructed in the CFD (with such
prices to be determined by reference to an absorption study or appraisal prepared for the CFD
or such other information as the City may use), or (ii) any maximum specified in the Act.
The annual increase, if any, in the maximum special tax for any parcel shall not exceed
any maximum specified in the Act. The increase in the special tax levied on any residential
parcel as a consequence of delinquency or default by the owner of any other parcel shall not
exceed any maximum specified in the Act.
Levy on Entire Parcels. Special taxes will only be levied on an entire county assessor's
parcel, and any allocation of special tax liability of a county assessor’s parcel to leasehold or
possessory interest in the fee ownership of such county assessor’s parcel shall be the
responsibility of the fee owner of such parcel and the City shall have no responsibility therefor
and has no interest therein. Failure of the owner of any county assessor’s parcel to pay or cause
to be paid any special taxes in full when due, shall subject the entire parcel to foreclosure in
accordance with the Act.
Feasibility Analysis. The City may retain a special tax consultant to prepare a report
which: (a) recommends a special tax for the proposed CFD, and (b) evaluates the special tax
proposed to determine its ability to adequately fund identified public facilities, City
administrative costs, services (if applicable) and other related expenditures. Such analysis shall
also address the resulting aggregate tax burden of all proposed special taxes plus existing
special taxes, ad valorem taxes and assessments on the properties within the CFD.
VI. APPRAISALS
The definitions, standards and assumptions to be used for appraisals shall be
determined by City staff on a case-by-case basis, with input from City consultants and CFD
applicants, and by reference to relevant materials and information promulgated by the State of
California (including, but not limited to, the California Debt Investment and Advisory
Commission). The appraiser shall be selected by or otherwise acceptable to the City, and the
6
appraisal shall be coordinated by and under the direction of, or otherwise as acceptable to, the
City.
The date of value set forth in the appraisal must be no earlier than three months of the
date the bonds are priced, unless the City Council determines a longer time is appropriate.
All costs associated with the preparation of the appraisal report shall be paid by the
entity requesting the establishment of the CFD, if applicable, through the advance deposit
mechanism described below.
VII. CITY PROCEEDINGS.
Petition. For new development projects, a petition meeting the requirements of the
applicable authorizing law will be required. The applicant is urged to obtain unanimous
waivers of the election waiting period. In applying to the City for formation of a CFD, the
applicant must specify any reasonably expected impediments to obtaining petitions, including
from co-owners and/or lenders of record (where required). Waiver of the petition shall be made
only upon showing of extraordinary hardship. For existing development, petitions are
preferred, but may be waived, depending on the nature of the project and degree of public
importance.
Deposits and Reimbursements. All City staff and consultant costs incurred in the
evaluation of CFD applications and the establishment of the CFD will be paid by the entity, if
any, requesting the establishment of the CFD, and the City may require such entity to make an
advance deposit in order to cover such costs as further described below. The City shall not incur
any expenses for processing and administering a CFD that are not paid by the applicant or from
CFD bond proceeds. In general, expenses not chargeable to the CFD shall be directly borne by
the proponents of the CFD.
The City may require that any petition for formation of a CFD be accompanied by an
initial deposit in the amount determined by the City to fund initial staff and consultant costs
associated with CFD review and implementation. If additional funds are needed to off-set costs
and expenses incurred by the City, the City may make written demand upon the applicant for
such funds. If the applicant fails to make any deposit of additional funds for the proceedings,
the City may suspend all proceedings until receipt of such additional deposit.
The City shall not accrue or pay any interest on any portion of the deposit refunded to
any applicant or the costs and expenses reimbursed to an applicant. Neither the City nor the
CFD shall be required to reimburse any applicant or property owner from any funds other than
the proceeds of bonds issued by the CFD or special taxes levied in the CFD.
Representatives. The applicant shall designate a representative for each financing
district proceeding who shall be responsible for coordinating the activities of the applicant and
shall be the spokesperson for the applicant. The purpose of this requirement is to avoid
duplication of effort and misunderstandings from failure to communicate effectively.
7
Time Schedule. The final schedule of events for any proceeding shall be determined by
the City, in consultation with its financing team and the applicant. Any changes will require
approval by the appropriate City official. Time schedules will (unless specific exceptions are
allowed) observe established City Council meeting schedules and agenda deadlines. To the
extent possible, financings will be scheduled to allow debt service to be placed on the tax rolls
with a minimum of capitalized interest.
VIII. FINANCING TERMS
All terms and conditions of any CFD bonds shall be established by the City. The City
will control, manage and invest all CFD issued bond proceeds. Each bond issue shall be
structured to adequately protect bond owners and to not negatively impact the bonding
capacity or credit rating of the City through the special taxes, credit enhancements, foreclosure
covenant, and reserve funds.
All statements and material related to the sale of bonds shall emphasize and state that
neither the faith, credit nor the taxing power of the City is pledged to security or repayment of
the Bonds. The sole source of pledged revenues to repay CFD bonds are special taxes, bond
proceeds and reserve funds held under the bond document, and the proceeds of foreclosure
proceedings and additional security instruments provided at the time of bond issuance.
The City shall select all consultants necessary for the formation of the CFD and the
issuance of bonds, including the underwriter(s), bond counsel, disclosure counsel, municipal
advisors, appraiser, market absorption/pricing consultant and the special tax consultant. Prior
consent of the applicant shall not be required in the determination by the City of the consulting
and financing team.
IX. EXCEPTIONS TO THESE POLICIES
The City may find in limited and exceptional instances that a waiver to any of the above
stated policies is reasonable given identified special benefits to be derived from such waiver.
Such waivers only will be granted by action of the City Council.
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-980 Agenda Date:10/11/2017
Version:1 Item #:10.
Report regarding a resolution of intent to establish a City of South San Francisco Community Facilities District
No.2017-01 (Public Services and Facilities).(Marian Lee,Assistant City Manager and Steve Mattas,Assistant
City Attorney)
RECOMMENDATION
Staff recommends that the City Council approve a motion authorizing the City Manager to sign the
Consent and Waiver form on behalf of the City and adopt the attached Resolution of Intention to
Establish a Community Facilities District,in order to declare the City Council’s intention to form a
Community Facilities District to be known as the “City of South San Francisco Community Facilities
District No.2017-01 (Public Services and Facilities)”(the “CFD”)and set a public hearing date
regarding the formation of the CFD for November 20, 2017.
BACKGROUND/DISCUSSION
Pursuant to the Mello-Roos Community Facilities Act of 1982 (Mello-Roos Act),staff is recommending the
formation of City of South San Francisco Community Facilities District No.2017-01 (the “CFD”.)A CFD is a
defined geographic area in which the City is authorized to levy annual special taxes to be used to either finance
directly the costs of specified public improvements and/or public services,or to pay debt service on bonds
issued to finance the public improvements, as well as to pay costs of administering the CFD.
This CFD will fund the repair and replacement of the fuel system at Oyster Point Marina,and fund on-going
maintenance and operations of the new public improvements to be constructed at Oyster Point.The authorized
services include:
-Police protection services
-Roadway maintenance
-Streetlight maintenance and operations
-Traffic signal maintenance and operations
-Parks, waterfront and Bay Trail maintenance
-Landscaping, parkway, median and open space maintenance, including erosion prevention
-Public surface parking maintenance
-Operation and maintenance of public restroom buildings
-Operation and maintenance of storm drainage systems
The boundaries of the CFD are shown in Attachment 1,Exhibit B.The properties within the boundaries of the
CFD are owned by three different landowners -the City,Oyster Point Development,LLC.(OPD)and Kashiwa
Fudosan America,Inc.(Kashiwa Fudosan.)OPD has consented to the formation of the CFD and staff is
recommending that the City,as property owner of lands within the proposed CFD,also consent to the
formation of the CFD by authorizing the City Manager to sign a Consent and Waiver form related to formation
City of South San Francisco Printed on 10/5/2017Page 1 of 3
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File #:17-980 Agenda Date:10/11/2017
Version:1 Item #:10.
formation of the CFD by authorizing the City Manager to sign a Consent and Waiver form related to formation
of the CFD.See Attachment 1.Staff has met with representatives of the third property owner,Kashiwa
Fudosan,regarding the proposed CFD,and discussions are ongoing,but as of now,Kashiwa Fudosan opposes
the proposed application of the CFD to its property.
Staff has been working with a team of consultants to commence CFD formation proceedings.If City Council
adopts the Local Goals and Policies guiding the City's use of the Mello-Roos Act (which will be presented as a
separate agenda item at this City Council meeting),the next step in the CFD formation process is for the City
Council to consider the adoption of the resolution described below,which establishes the guidelines for this
proposed CFD.Should the City Council approve this item,a Public Hearing will be scheduled to take public
testimony and subsequent meeting will be set for the landowner election and final formation.
The Resolution of Intention sets forth the City’s intention to establish the CFD,designates the name of the
CFD,identifies the services and facilities to be funded by the CFD,and states the City’s intention to levy a
special tax annually on property within the CFD to pay for these services and facilities.The resolution also sets
November 20,2017,as the date for the required public hearing on the matters set forth in the Resolution of
Intention.A Notice of the Public Hearing is also required to be published in a paper of general circulation
within the City at least seven days before the public hearing date.Following the public hearing on November
20, 2017, the City Council will be presented with two resolutions:
1.A resolution forming the CFD; and
2.A resolution calling the special tax election by the landowner voters within the CFD,which is
anticipated to occur at a City Council meeting in March 2018.
The Resolution of Intention, attached hereto as Attachment 1, includes three exhibits:
-Exhibit A shows the boundary map of the parcels to be included in the CFD;
-Exhibit B which describes the proposed services and facilities that are authorized to be funded by the
CFD; and
-Exhibit C,the Rate and Method of Apportionment of Special Tax (RMA)for the CFD,which details
how the special tax will be levied on properties within the CFD,and sets the maximum special tax rates
that can be levied within the CFD.
The RMA specifies that the Fiscal Year 2017-18 maximum rate for the Special Tax for Municipal Services
will be $0.32 per square foot of developed residential and non-residential property.The Special Tax for
Municipal Services will be levied in perpetuity as necessary to meet the Special Tax Requirement for
Municipal Services,unless no longer required to pay for Authorized Services as determined at the discretion of
the City.The tax was calculated based estimated cost of the authorized services and administrative fees and
planned development within the CFD.The rate will increase by the lesser between CPI and five percent
annually.
The RMA specifies that the Fiscal Year 2017-18 maximum rate for the Special Tax for Authorized Facilities
(i.e.the fuel dock)will be $0.07 per square foot of developed residential and non-residential property.The
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(i.e.the fuel dock)will be $0.07 per square foot of developed residential and non-residential property.The
maximum total collections of the Special Tax for Authorized Facilities is limited to $2,750,000,and the levy of
the Special Tax for Authorized Facilities will cease once the $2,750,000 in cumulative costs has been
collected,or unless no longer required to pay for Authorized Facilities as determined at the discretion of the
City.The tax was calculated based on estimated cost to replace the fuel system and administrative fees and
planned development within the CFD.
All funds collected come to the City and will be managed in a separate financial account.All expenditures
from the CFD fund require approval of the City Council, consistent with the defined purposes of the CFD.
Note that this staff report relates only to City of South San Francisco Community Facilities District No.2017-
01 discussed herein.The DA with OPD also provided for the potential creation of a CFD applicable to the
OPD and City properties for specific infrastructure to be constructed at Oyster Point.Formation of separate
CFD applicable to those improvements and applied only to the OPD and City property will be presented to the
City Council in 2018.
FISCAL IMPACT
Staff estimates that,during the first Fiscal Year in which the Special Taxes will be levied (Fiscal Year 2018-
19),the CFD will generate approximately $178,363 in annual special tax revenues.This amount will grow as
development within the boundary map is realized. The rate will increase by two percent annually.
CONCLUSION
The CFD is needed to operate and maintain new public facilities that are being constructed at Oyster Point and
replace the fuel system at the Oyster Point Marina.The proposed CFD will assess existing and new
developments within the CFD their proportionate shares for the purposes described.
Attachment:
1.Consent and Waiver Form
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1
CITY OF SOUTH SAN FRANCISCO
Community Facilities District No. 2017-01
(Public Services and Facilities)
CONSENT AND WAIVER
RELATING TO CREATION OF A
COMMUNITY FACILITIES DISTRICT
AND RELATED MATTERS
(Public Agency)
This Consent and Waiver (the “Consent and Waiver”) is submitted pursuant to the Mello-
Roos Community Facilities Act of 1982 (Sections 53311 and following of the California
Government Code) (the “Act”).
1. Property; Property Owner. This Consent and Waiver is submitted by the City of
South San Francisco (the “Property Owner”), as the owner of the fee simple title of the parcels of
land identified below (the “Property”). The undersigned warrants that he or she is authorized to
execute this Consent and Waiver.
2. Consent to Proceedings. The City Council is undertaking proceedings under the
Act to create the community facilities district captioned above (the “CFD”), and to levy special
taxes in the CFD pursuant to a Rate and Method of Apportionment of Special Tax to be prepared
by the City, with the levy of the special tax to be subject to the favorable vote of two-thirds of the
votes cast at an election in the CFD on those issues. The Property Owner hereby consents to
institution of the proposed proceedings. Under Section 53317(f)(3) of the Act, the Property Owner
hereby states all or a portion of the Property is intended to be transferred to private ownership and
agrees that all or a portion of the Property will be subject to the special taxes on the same basis as
private property within the CFD, and affirmatively waives any defense based on the fact of public
ownership, to any action to foreclose on the property in the event of nonpayment of the special
taxes.
3. Boundaries of CFD. The Property Owner asks that the territory to be included in
the boundaries of the CFD consist of those shown on a map of the proposed boundaries of the
CFD filed with the City Clerk, the form of which is attached as Exhibit B hereto, which the Property
Owner hereby approves and which includes the Property.
4. Purpose of CFD. The Property Owner asks that the CFD be created and that the
special taxes be levied to finance all or a part of the public services (the “Services”) and public
facilities (the “Facilities”) shown in Exhibit A attached hereto and made a part hereof.
5. Elections. The Property Owner hereby consents to (i) the consolidation into a
single election of the special election to be held under the Act to authorize the special taxes and to
establish an appropriations limit for the CFD and (2) the conduct by the City and its officials of the
special election, using mailed or hand-delivered ballots, and the opening and canvassing of such
ballots and the certification of the results of such election at the same meeting of the City Council
as the public hearings on the CFD under the Act or as soon thereafter as possible.
2
6. Waiver. To expedite the completion of the proceedings for the Community
Facilities District, the Property Owner hereby waives the following under Section 53326(a) of the
Act: all notices of hearings (other than published notices under the Act); all notices of election; all
applicable waiting periods under the Act for elections; and all ballot arguments for the election.
7. Identifying Information. The Property Owner represents and warrants as follows:
The exact legal name of Property Owner:
City of South San Francisco
The Property that is the subject of this
Consent and Waiver is identified as:
San Mateo County Assessor Parcel Numbers:
015-010-600
015-010-270
015-190-170
015-010-260
015-190-190
The total acreage of the Property
(to 2 decimal places):
015-010-600 40.73
015-010-270 2.81
015-190-170 6.28
015-010-260 1.18
015-190-190 3.74
Total: 54.74
* * * * * * * * * * * *
Dated: _____________, 2017
CITY OF SOUTH SAN FRANCISCO
By: _______________________________
City Manager
Exhibit A
Page 1
EXHIBIT A
CITY OF SOUTH SAN FRANCISCO
Community Facilities District No. 2017-01
(Public Services and Facilities)
DESCRIPTION OF AUTHORIZED SERVICES AND FACILITIES
Authorized Services
The services authorized to be funded by the CFD and paid by the Special Taxes levied
within the CFD (the “Authorized Services”) are described below. For purposes of the CFD, the
Authorized Services shall incorporate and have the meaning given to the term “services” in
section 53313 of the Mello-Roos Community Facilities Act of 1982.
(a) Police protection services.
(b) Maintenance and lighting of parks, parkways, streets, roads, and open space,
including without limitation:
• roadway maintenance,
• streetlight maintenance and operations,
• traffic signal maintenance and operations,
• parks, waterfront and Bay Trail maintenance,
• landscaping, parkway, median and open space maintenance, including erosion
prevention,
• public surface parking maintenance, and
• operation and maintenance of public restroom buildings.
(c) Operation and maintenance of storm drainage systems.
The cost of the Authorized Services shall include all related administrative costs and
expenses, necessary utility (water and electricity) costs, and related reserves for replacement of
vehicles, equipment and facilities.
Authorized Facilities
The facilities shown below (the “Authorized Facilities”) are proposed to be funded in
whole or in part by the CFD. The Authorized Facilities shall be owned and operated by the City
or by another public agency, and shall be constructed, whether or not acquired in their
completed states, pursuant to the plans and specifications approved by the City and its officials.
Exhibit A
Page 2
(a) Replacement and renovation of the publicly owned fuel dock and related
appurtenances located at the Oyster Point Marina, and the related publicly owned
fueling system consisting of fuel lines, underground gasoline and diesel storage tanks
currently located at the intersection of East Basin Road and Marina Boulevard, and
related appurtenances (collectively, the “Fuel System”), and, if circumstances so warrant
as determined by the City, removal and remediation of all or a portion of the Fuel
System.
The Authorized Facilities to be financed or funded shall include, without limitation, the
following costs: appurtenances to and improvements related to the Authorized Facilities; related
utility lines, pipes and conduits; acquiring rights-of-way (including any right-of-way intended to
be dedicated by the recording of a final map); design, architecture, engineering and plannin g;
any environmental review, studies, remediation and mitigation; traffic studies, surveys,
geotechnical studies, soils testing, or other studies related to the Authorized Facilities; permits,
plan check and inspection fees; insurance, legal and related overhead costs; project
management, coordination and supervision; and any other costs or appurtenances related to
any of the foregoing.
The Special Taxes may also be used to pay for the expansion, improvement or
rehabilitation of any of the Authorized Facilities, and to reimburse the City or any third parties for
advances made to purchase, construct, expand, improve or rehabilitate any of the Authorized
Facilities.
Additional Authorized Expenses
In addition, the following costs are authorized to be funded by the Special Taxes levied
within the CFD:
(a) Administrative expenses including the costs incurred to determine, levy and
collect the Special Taxes, including compensation of City employees for administrative work
performed in relation to the CFD, the fees of consultants and legal counsel, the charges
imposed by the County for the levy and collection of the Special Taxes on the property tax rolls,
preparation of required reports, and any other costs incurred in the administration of the CFD by
the City.
(b) Any amounts needed for operating reserves and capital reserves.
(c) Any amounts needed to cure actual or estimated delinquencies in Special Taxes
for the current or previous fiscal years.
(d) To reimburse the City or any third parties for actual costs advanced that are
related to the formation of the CFD.
EXHIBIT B
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-981 Agenda Date:10/11/2017
Version:1 Item #:10a.
Resolution of Intent to establish a City of South San Francisco Community Facilities District No.2017-01
(Public Services and Facilities).
WHEREAS,under the Mello-Roos Community Facilities Act of 1982,Chapter 2.5 of Part 1 of Division 2 of
Title 5,commencing at Section 53311,of the California Government Code (the “Act”),this City Council is
authorized to establish a community facilities district and to act as its legislative body; and
WHEREAS,this City Council now desires to proceed with the establishment of such community facilities
district to finance costs of certain public services and public facilities required to meet the demands of
development of lands in the City.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco,as follows:
1.Authority.This City Council proposes to conduct proceedings to establish a community facilities district
pursuant to the Act.
2.Name of Community Facilities District.The name proposed for the community facilities district is "City
of South San Francisco Community Facilities District No.2017-01 (Public Services and Facilities)"(the
“CFD”).
3.Boundaries Described.The proposed boundaries of the CFD are as shown on the map of it on file with
the City Clerk,Exhibit A.Those boundaries are hereby preliminarily approved and reference is hereby made to
the boundary map for further particulars.The City Clerk is hereby directed to record,or cause to be recorded,
the map of the boundaries of the CFD in the office of the County Recorder within 15 days of the date of
adoption of this Resolution,but in any event no later than 15 days prior to the public hearing date specified
below.
4.Services and Facilities.The type of services (the “Services”)and the type of public facilities (the
“Facilities”)proposed to be financed by the CFD pursuant to the Act shall consist of those listed in Exhibit B
hereto and hereby incorporated herein.
This City Council hereby determines that the Services are necessary to meet increased demands for such
services placed upon local agencies as the result of development occurring within the area of the CFD.The
Services are in addition to those provided in the territory of the CFD as of the date hereof and will not supplant
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services already available within the territory of the CFD as of the date hereof.
This City Council hereby finds and determines that the public interest will not be served by allowing the
property owners in the CFD to enter into a contract in accordance with Section 53329.5(a) of the Act.
5.Special Tax.Except to the extent that funds are otherwise available to the CFD to pay for the Services
and the Facilities,a special tax (the “Special Tax”)sufficient to pay the costs thereof,secured by recordation of
a continuing lien against all non-exempt real property in the CFD,will be levied annually within the CFD,and
collected in the same manner as ordinary ad valorem property taxes,or in such other manner as this City
Council or its designee may determine,including direct billing of the affected property owners.The proposed
rate and method of apportionment of the Special Tax among the parcels of real property within the CFD in
sufficient detail to allow each landowner within the proposed CFD to estimate the maximum amount such
owner will have to pay,are described in Exhibit C attached hereto and hereby incorporated herein (the “Rate
and Method”).This City Council hereby finds that the provisions of Section 53313.6,53313.7 and 53313.9 of
the Act (relating to adjustments to ad valorem property taxes and schools financed by a community facilities
district) are inapplicable to the proposed CFD.
In the case of the Special Tax when it is levied on any parcel used for private residential purposes to pay for the
Facilities,the Special Tax levy shall comply with all applicable provisions of the Act,including those set forth
in Section 53321(d)of the Act.In furtherance of the foregoing,the portion of the Special Tax to be levied for
Facilities shall have a sunset based upon the 2030 tax year no later than June 30,2031.Such sunset date shall
be advanced or extended for the same period that construction of the development of property currently owned
by Oyster Point Development is advanced or delayed,so as to be coterminous with total collections of such
portion of the Special Tax having produced an amount not exceeding $2,750,000,or such lesser amount as
actually is authorized by the City and expended on the Facilities.
6.Exempt Property.Except as may otherwise be provided by law or by the Rate and Method,all lands
owned by any public entity,including the United States,the State of California,the County and/or the City,or
any departments or political subdivisions thereof,shall be omitted from the levy of the Special Tax to be made
to cover the costs and expenses of the Services and Facilities and the CFD.If a portion of the property within
the CFD becomes exempt for any reason,wholly or in part,from the levy of the Special Tax,this City Council
will,on behalf of the CFD,increase the levy to the extent necessary upon the remaining property within the
CFD that is not exempt in order to yield the annual expenses of the CFD,if any,subject to the provisions of
Section 5 above,the Rate and Method and the Act regarding limitations on maximum annual Special Tax rates
and annual increases in the annual Special Tax levy.
7.Election and Unanimous Approval.The levy of the Special Tax in the CFD shall be subject to the
approval of the qualified landowner electors of the CFD at a special election.The proposed voting procedure
shall be by mailed or hand-delivered ballot among the landowners in the proposed CFD,with each owner
having one vote for each acre or portion of an acre such owner owns in the CFD not exempt from the Special
Tax.
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Certain property within the boundaries of the CFD is currently owned by the City (the “City-Owned Property”).
Under Section 53317(f)(3)of the Act,this City Council hereby states all or a portion of the City-Owned
Property is intended to be transferred to private ownership and agrees that all or a portion of the City-Owned
Property will be subject to the Special Taxes on the same basis as private property within the CFD,and
affirmatively waives any defense based on the fact of public ownership,to any action to foreclose on the
property in the event of nonpayment of the Special Taxes.Accordingly,the City constitutes a qualified
landowner elector under the Act with respect to the City-Owned Property.
8.CFD Report.The City Manager (or deputy or designee thereof)is hereby directed to study the proposed
Services and Facilities and to make,or cause to be made,and file with the City Clerk,a report in writing (the
“CFD Report”),which shall be a part of the record of the public hearing hereinafter specified and which shall
present the following:
(a)A description of the Services and Facilities that will be required to adequately meet the
needs of the CFD.
(b)An estimate of the fair and reasonable cost of the Services and Facilities and incidental
expenses in connection therewith, and all other related costs.
9.Public Hearing.This City Council hereby appoints and fixes Monday,November 20,2017,at 7:00 p.m.
or as soon as possible thereafter,at the Municipal Services Building,Council Chambers 33 Arroyo Drive,South
San Francisco,California,as the time and place when and where this City Council,as legislative body for the
CFD,will conduct a public hearing on the establishment of the CFD,and consider and finally determine
whether the public interest,convenience and necessity require the formation of the CFD and the levy of the
Special Tax.
10.Notice of Hearing.The City Clerk is hereby directed to cause notice of the public hearing to be given by
publication one time in a newspaper published in the area of the CFD.The publication shall be completed at
least 7 days before the date of the public hearing specified above.
The City Clerk may also cause notice of the hearing to be given to each property owner within the CFD by first
class mail,postage prepaid,to each such owner’s address as it appears on the most recent tax records of the
County or as otherwise known to the City Clerk to be correct.Such mailing shall be completed not less than 15
days before the date of the public hearing.
The notice of the public hearing shall be substantially in the form specified in Section 53322 of the Act,with
the form summarizing the provisions hereof hereby specifically approved.
11.Appointment of Legal Counsel.The City Council hereby approves the appointment of (i)Jones Hall,A
Professional Law Corporation,as legal counsel to the City in connection with formation of the CFD,and (ii)
David Taussig &Associates,Inc.,as special tax consultant to the City in connection with formation of the CFD.
The City Manager is hereby authorized to execute professional services agreements with each of these firms in
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The City Manager is hereby authorized to execute professional services agreements with each of these firms in
substantially the form and substance of the agreements on file with the City Clerk.
12.Effective Date. This resolution shall take effect upon its adoption.
*****
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EXHIBIT A
EXHIBIT B
CITY OF SOUTH SAN FRANCISCO
Community Facilities District No. 2017-01
(Public Services and Facilities)
DESCRIPTION OF AUTHORIZED SERVICES AND FACILITIES
Authorized Services
The services authorized to be funded by the CFD and paid by the Special Taxes
levied within the CFD (the “Authorized Services”) are described below. For purposes of
the CFD, the Authorized Services shall incorporate and have the meaning given to the
term “services” in section 53313 of the Mello-Roos Community Facilities Act of 1982.
(a) Police protection services.
(b) Maintenance and lighting of parks, parkways, streets, roads, and open
space, including without limitation:
• roadway maintenance,
• streetlight maintenance and operations,
• traffic signal maintenance and operations,
• parks, waterfront and Bay Trail maintenance,
• landscaping, parkway, median and open space maintenance, including
erosion prevention,
• public surface parking maintenance, and
• operation and maintenance of public restroom buildings.
(c) Operation and maintenance of storm drainage systems.
The cost of the Authorized Services shall include all related administrative costs
and expenses, necessary utility (water and electricity) costs, and related reserves for
replacement of vehicles, equipment and facilities.
Authorized Facilities
The facilities shown below (the “Authorized Facilities”) are proposed to be funded
in whole or in part by the CFD. The Authorized Facilities shall be owned and operated
by the City or by another public agency, and shall be constructed, whether or not
acquired in their completed states, pursuant to the plans and specifications approved by
the City and its officials.
(a) Replacement and renovation of the publicly owned fuel dock and
related appurtenances located at the Oyster Point Marina, and the related
publicly owned fueling system consisting of fuel lines, underground gasoline and
diesel storage tanks currently located at the intersection of East Basin Road and
Marina Boulevard, and related appurtenances (collectively, the “Fuel System”),
and, if circumstances so warrant as determined by the City, removal and
remediation of all or a portion of the Fuel System.
The Authorized Facilities to be financed or funded shall include, without
limitation, the following costs: appurtenances to and improvements related to the
Authorized Facilities; related utility lines, pipes and conduits; acquiring rights-of-way
(including any right-of-way intended to be dedicated by the recording of a final map);
design, architecture, engineering and planning; any environmental review, studies,
remediation and mitigation; traffic studies, surveys, geotechnical studies, soils testing,
or other studies related to the Authorized Facilities; permits, plan check and inspection
fees; insurance, legal and related overhead costs; project management, coordination
and supervision; and any other costs or appurtenances related to any of the foregoing.
The Special Taxes may also be used to pay for the expansion, improvement or
rehabilitation of any of the Authorized Facilities, and to reimburse the City or any third
parties for advances made to purchase, construct, expand, improve or rehabilitate any
of the Authorized Facilities.
Additional Authorized Expenses
In addition, the following costs are authorized to be funded by the Special Taxes
levied within the CFD:
(a) Administrative expenses including the costs incurred to determine, levy
and collect the Special Taxes, including compensation of City employees for
administrative work performed in relation to the CFD, the fees of consultants and legal
counsel, the charges imposed by the County for the levy and collection of the Special
Taxes on the property tax rolls, preparation of required reports, and any other costs
incurred in the administration of the CFD by the City.
(b) Any amounts needed for operating reserves and capital reserves.
(c) Any amounts needed to cure actual or estimated delinquencies in Special
Taxes for the current or previous fiscal years.
(d) To reimburse the City or any third parties for actual costs advanced that
are related to the formation of the CFD.
City of South San Francisco October 4, 2017
CFD No. 2017-01 (Public Services and Facilities) Page 1
Exhibit C
RATE AND METHOD OF APPORTIONMENT FOR
CITY OF SOUTH SAN FRANCISCO
COMMUNITY FACILITIES DISTRICT NO. 2017-01
(PUBLIC SERVICES AND FACILITIES)
CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO,
STATE OF CALIFORNIA
A Special Tax as hereinafter defined shall be levied on all Assessor’s Parcels of Taxable
Property in City of South San Francisco Community Facilities District No. 2017-01 (Public
Services and Facilities), City of South San Francisco, County of San Mateo, State of California
(“CFD No. 2017-01”) and collected each Fiscal Year commencing in Fiscal Year 2017-18, in an
amount determined by the City Council through the application of the appropriate Special Tax
for “Developed Property,” as described below. All of the real property in CFD No. 2017-01,
unless exempted by law or by the provisions hereof, shall be taxed for these purposes, to the
extent and in the manner herein provided.
A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on an
Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the
land area shown on the applicable final subdivision map, parcel map, condominium plan,
record of survey, or other map or plan recorded with the County. The square footage of
an Assessor’s Parcel is equal to the Acreage of such parcel multiplied by 43,560.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being
Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of
California.
“Administrative Expenses” means the following actual or reasonably estimated costs
directly related to the administration of CFD No. 2017-01: the costs of computing the
Special Taxes and preparing the annual Special Tax collection schedules (whether by the
City or any designee thereof or both); the costs of collecting the Special Taxes (whether
by the City or otherwise); the costs to the City, CFD No. 2017-01, or any designee
thereof of complying with CFD No. 2017-01 or obligated persons disclosure
requirements associated with the Act; the costs associated with preparing Special Tax
disclosure statements and responding to public inquiries regarding the Special Taxes; the
costs to the City, CFD No. 2017-01, or any designee thereof related to an appeal of the
Special Tax; and the City’s annual administration fees and third party expenses.
Administrative Expenses shall also include amounts estimated or advanced by the City or
CFD No. 2017-01 for any other administrative purposes of CFD No. 2017-01, including
attorney’s fees and other costs related to commencing and pursuing to completion any
foreclosure of delinquent Special Taxes.
City of South San Francisco October 4, 2017
CFD No. 2017-01 (Public Services and Facilities) Page 2
“Assessor’s Parcel” or “Parcel” means a lot or parcel shown on an Assessor’s Parcel
Map with an assigned Assessor’s Parcel number.
“Assessor’s Parcel Map” means an official map of the Assessor of the County
designating parcels by Assessor’s Parcel number.
“Authorized Facilities” means those facilities eligible to be financed by CFD No. 2017-
01, as defined in the Resolution of Formation.
“Authorized Services” means those services eligible to be funded by CFD No. 2017-01,
as defined in the Resolution of Formation and authorized to be financed by CFD No.
2017-01 pursuant to Section 53313 and Section 53313.5 of the Act. CFD No. 2017-01
shall finance Authorized Services only to the extent that they are in addition to those
provided in the territory of CFD No. 2017-01 before CFD No. 2017-01 was created and
such Authorized Services may not supplant services already available within CFD No.
2017-01 when CFD No. 2017-01 was created.
“Building Permit” means a permit issued by the City or other governmental agency for
the construction of a residential or non-residential building on an Assessor’s Parcel.
“CFD Administrator” means an official of CFD No. 2017-01, or any designee thereof,
responsible for determining the Special Tax Requirement for Municipal Services and the
Special Tax Requirement for Fuel System Replacement and Maintenance calculations
and providing for the levy and collection of the Special Taxes.
“CFD No. 2017-01” means City of South San Francisco Community Facilities District
No. 2017-01 (Public Services and Facilities), City of South San Francisco, County of San
Mateo, State of California.
“City” means the City of South San Francisco, California.
“City Council” means the City Council of the City.
“County” means the County of San Mateo.
“Component A” means the Special Tax Component to be levied in each Fiscal Year on
each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement for
Municipal Services.
“Component A Maximum” means the Component A maximum, determined in
accordance with Section C below that can be levied by the City in any Fiscal Year on any
Assessor’s Parcel of Taxable Property.
“Component B” means the Special Tax Component to be levied in each Fiscal Year on
each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement for Fuel
System Replacement and Maintenance.
City of South San Francisco October 4, 2017
CFD No. 2017-01 (Public Services and Facilities) Page 3
“Component B Maximum” means the Component B maximum, determined in
accordance with Section C below that can be levied by the City in any Fiscal Year on any
Assessor’s Parcel of Taxable Property.
“Component Maximum” means the Component A Maximum and/or Component B
Maximum, as applicable.
“Developed Property” means, for each Fiscal Year, all Assessor’s Parcels for which a
Building Permit was issued on or before May 1 of the Fiscal Year preceding the Fiscal
Year for which the Special Taxes are being levied.
“Fiscal Year” means the period starting July 1 and ending on the following June 30.
“Non-Residential Floor Area” means the total building square footage of the non-
residential building(s) or the non-residential portion of a building with both residential
and non-residential areas located on an Assessor’s Parcel of Developed Property,
measured from outside wall to outside wall, not including space devoted to stairwells,
public restrooms, lighted courts, vehicle parking and areas incident thereto, and
mechanical equipment incidental to the operation of such building. The determination of
Non-Residential Floor Area shall be made by reference to the Building Permit(s) issued
for such Assessor’s Parcel and/or to the appropriate records kept by the City’s Building
Division, as reasonably determined by the CFD Administrator.
“Non-Residential Property” means any and each Assessor’s Parcel of Developed
Property for which a Building Permit permitting the construction of one or more non-
residential units or facilities has been issued by the City or some other governmental
agency.
“Proportionately” means, for Component A, the ratio of Component A to Component A
Maximum is equal for all Assessor’s Parcels of Developed Property and, for Component
B, the ratio of Component B to Component B Maximum is equal for all Assessor’s
Parcels of Developed Property.
“Property Owner Association Property” means, for each Fiscal Year, any Assessor’s
Parcel within the boundaries of CFD No. 2017-01 that is owned by or irrevocably offered
for dedication to a property owner association, including any master or sub-association,
not including any such property that is located directly under a residential or non-
residential structure.
“Public Property” means, for each Fiscal Year, (i) any property within the boundaries of
CFD No. 2017-01 that is owned by or irrevocably offered for dedication to the Federal
government, the State, the City, or any other public agency; provided however that any
property leased by a public agency to a private entity and subject to taxation under
Section 53340.1 of the Act, as such section may be amended or replaced, shall be taxed
and classified in accordance with its use; or (ii) any property within the boundaries of
City of South San Francisco October 4, 2017
CFD No. 2017-01 (Public Services and Facilities) Page 4
CFD No. 2017-01 that is encumbered by an unmanned utility easement making
impractical its utilization for other than the purpose set forth in the easement.
“Rate and Method of Apportionment” or “RMA” means this Rate and Method of
Apportionment of Special Tax.
“Residential Floor Area” means all of the square footage of living area within the
perimeter of a residential structure located on Residential Property, not including any
carport, walkway, garage, overhang, patio, enclosed patio, public areas and building
administrative areas such as the lobbies, amenities for resident use only, homeowner
association and building management offices or similar area and not including any Non-
Residential Floor Area. The determination of Residential Floor Area shall be made by
reference to the Building Permit(s) issued for such Assessor’s Parcel and/or to the
appropriate records kept by the City’s Building Division, as reasonably determined by the
CFD Administrator.
“Residential Property” means all Assessor’s Parcels of Developed Property for which a
Building Permit permitting the construction thereon of one or more residential facilities
has been issued by the City or some other governmental agency.
“Resolution of Formation” means the resolution forming CFD No. 2017-01.
“San Francisco Urban Consumer Price Index” means, for each Fiscal Year, the
Consumer Price Index published by the U.S. Bureau of Labor Statistics for All Urban
Consumers in the San Francisco – Oakland – San Jose Area, measured as of the month of
December in the calendar year that ends in the previous Fiscal Year. In the event this
index ceases to be published, the San Francisco Urban Consumer Price Index shall be
another index as determined by the CFD Administrator that is reasonably comparable to
the Consumer Price Index for the San Francisco – Oakland – San Jose Area.
“Special Tax” or “Special Taxes” means the special tax or special taxes to be levied in
each Fiscal Year on each Assessor’s Parcel of Developed Property to fund the Special
Tax Requirement for Municipal Services and/or the Special Tax Requirement for Fuel
System Replacement and Maintenance.
“Special Tax Component” means a component of the Special Tax to be levied in each
Fiscal Year on each Assessor’s Parcel of Developed Property to fund the Special Tax
Requirement for Municipal Services and/or the Special Tax Requirement for Fuel System
Replacement and Maintenance.
“Special Tax Levy” means the total Special Tax to be listed on the property tax rolls and
levied for each Assessor’s Parcel of Taxable Property in a given Fiscal Year to fund the
Special Tax Requirement for Municipal Services and the Special Tax Requirement for
Fuel Syst em Replacement and Maintenance.
“Special Tax Requirement for Municipal Services” means that amount of Component
A to be collected in any Fiscal Year for CFD No. 2017-01 to pay for certain costs as
City of South San Francisco October 4, 2017
CFD No. 2017-01 (Public Services and Facilities) Page 5
required to meet the needs of CFD No. 2017-01 in that Fiscal Year. The costs to be
covered shall be the direct costs for (i) Authorized Services, including the establishment
of reserves for future costs of Authorized Services, (ii) Administrative Expenses, (iii) an
amount to cover anticipated delinquencies for the payment of the Special Tax Levy,
based on the delinquency rate for the preceding Fiscal Year; less (iv) a credit for funds
available to reduce the annual Special Tax Levy, if any, as determined by the CFD
Administrator; and less (v) a reduction in costs to Authorized Services, as determined by
the CFD Administrator, contingent upon the successful transfer of hotel-site maintenance
responsibilities related to hydro-seeding and erosion control, estimated to cost $131,600
in Fiscal Year 2016-2017, to the developer of the hotel site, proposed to be on Assessor's
Parcel 015-010-600. Under no circumstances shall the Special Tax Requirement for
Municipal Services include debt service payments for debt financings by CFD No. 2017-
01.
“Special Tax Requirement for Fuel System Replacement and Maintenance” means
that amount of Component B required, if any, in any Fiscal Year for CFD No. 2017-01
to: (i) pay directly for fuel system replacement and maintenance, as well as for
Authorized Facilities and Authorized Services eligible under the Act; (ii) pay for
Administrative Expenses; (iii) an amount to cover anticipated delinquencies for the
payment of the Special Tax Levy, based on the delinquency rate for the preceding Fiscal
Year; less (iv) a credit for funds available to reduce the annual Special Tax Levy, if any,
as determined by the CFD Administrator. Under no circumstances shall the Special Tax
Requirement for Fuel System Replacement and Maintenance include debt service
payments for debt financings by CFD No. 2017-01. The cumulative amount of the
Component B special tax to be collected shall not exceed $2,750,000.
“State” means the State of California.
“Taxable Property” means all of the Assessor’s Parcels within the boundaries of CFD
No. 2017-01 which are not exempt from the Special Tax pursuant to law or Section E
below.
“Undeveloped Property” means, for each Fiscal Year, all property not classified as
Developed Property, Property Owner Association Property, or Public Property.
B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, all Assessor’s Parcels within CFD No. 2017-01 shall be classified by
the CFD Administrator as Developed Property, Undeveloped Property, Property Owner
Association Property, or Public Property, and shall be subject to annual Special Taxes in
accordance with this Rate and Method of Apportionment as determined by the CFD
Administrator pursuant to Sections C and D below. The CFD Administrator’s allocation
of property to each type of Land Use Class shall be conclusive and binding. However,
only Developed Property shall be subject to annual Special Taxes in accordance with the
Rate and Method of Apportionment as determined pursuant to Sections C and D below.
City of South San Francisco October 4, 2017
CFD No. 2017-01 (Public Services and Facilities) Page 6
C. MAXIMUM SPECIAL TAX RATE
1. Component A of the Special Tax
a. Developed Property
(1) Component A Maximum
The Component A Maximum for Fiscal Year 2017-18 for Developed Property is
shown below in Table 1.
TABLE 1
Component A Maximum for Developed Property
For Fiscal Year 2017-18
Community Facilities District No. 2017-01
Land Use
Class Land Use Fiscal Year 2017-2018
Component A Maximum
1 Residential Property $0.32 per Square Foot of
Residential Floor Area
2 Non-Residential Property $0.32 per Square Foot of
Non-Residential Floor Area
(2) Multiple Land Use Classes
In some instances, an Assessor’s Parcel of Developed Property may contain
more than one Land Use Class. The Component A Maximum that can be levied
on an Assessor’s Parcel shall be the sum of the Component A Maximum that
can be levied for all Land Use Classes located on that Assessor’s Parcel.
(3) Increase in the Component A Maximum
On each July 1, commencing on July 1, 2018, the Component A Maximum for
Developed Property shall be increased annually by the lesser of the change in
the San Francisco Urban Consumer Price Index during the twelve (12) months
prior to December of the previous Fiscal Year, or five percent (5.00%).
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CFD No. 2017-01 (Public Services and Facilities) Page 7
2. Component B of the Special Tax
a. Developed Property
(1) Component B Maximum
The Component B Maximum for Fiscal Year 2017-18 for Developed Property is
shown below in Table 2.
TABLE 2
Component B Maximum for Developed Property
For Fiscal Year 2017-18
Community Facilities District No. 2017-01
Land Use
Class Land Use Fiscal Year 2017-2018
Component B Maximum
1 Residential Property $0.07 per Square Foot of
Residential Floor Area
2 Non-Residential Property $0.07 per Square Foot of
Non-Residential Floor Area
(2) Multiple Land Use Classes
In some instances, an Assessor’s Parcel of Developed Property may contain
more than one Land Use Class. The Component B Maximum that can be levied
on an Assessor’s Parcel shall be the sum of the Component B Maximum that can
be levied for all Land Use Classes located on that Assessor’s Parcel.
(3) Increase in the Component B Maximum
On each July 1, commencing on July 1, 2018, the Component B Maximum for
Developed Property shall be increased by two percent (2.00%) for any given
Fiscal Year.
3. Undeveloped Property
No Special Taxes shall be levied on Undeveloped Property.
City of South San Francisco October 4, 2017
CFD No. 2017-01 (Public Services and Facilities) Page 8
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2017-18 and for each following Fiscal Year, the City
Council shall levy the annual Special Tax Proportionately for each Assessor’s Parcel of
Developed Property at up to 100% of the applicable Component Maximum, until the
amount of Special Taxes equals the summation of the Special Tax Requirement for
Municipal Services and the Special Tax Requirement for Fuel System Replacement and
Maintenance.
E. EXEMPTIONS
In addition to Undeveloped Property being exempt from annual Special Taxes, no Special
Tax shall be levied on Public Property or Property Owner Association Property.
However, should an Assessor’s Parcel no longer be classified as Public Property or
Property Owner Association Property, such Assessor’s Parcel shall, upon each
reclassification, no longer be exempt from Special Taxes.
F. INTERPRETATION OF SPECIAL TAX FORMULA
The City reserves the right to make minor administrative and technical changes to this
document that may immaterially affect the rate and method of apportioning Special
Taxes. In addition, the interpretation and application of any section of this document
shall be left to the City’s discretion. Interpretations may be made by the City by
ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate
and Method of Apportionment.
G. MANNER OF COLLECTION
The annual Special Tax shall be collected in the same manner and at the same time as
ordinary ad valorem property taxes; provided, however, that the City may directly bill the
Special Tax, may collect Special Taxes at a different time or in a different manner if
necessary or otherwise advisable to meet its financial obligations for CFD No. 2017-01,
and may covenant to foreclose and may actually foreclose on delinquent Assessor’s
Parcels as permitted by the Act.
H. TERM OF SPECIAL TAX
The Component A Special Tax shall be levied in perpetuity as necessary to meet the
Special Tax Requirement for Municipal Services, unless no longer required to pay for
Authorized Services as determined at the discretion of the City. The Component B
Special Tax shall be levied and collected until the costs of constructing or acquiring
Authorized Facilities from Component B Special Tax proceeds have been paid, and all
Administrative Expenses have been paid or reimbursed. Additionally, the Component B
City of South San Francisco October 4, 2017
CFD No. 2017-01 (Public Services and Facilities) Page 9
Special Tax shall have a sunset based upon the 2030 tax year no later than June 30, 2031.
Such sunset date shall be advanced or extended for the same period that construction of
the OPD development is advanced or delayed, so as to be coterminous with the
Component B Special Tax having produced an amount not exceeding $2,750,000, or such
lesser amount as actually is authorized by the City and expended on the Authorized
Facilities.
I. CREDIT FOR OVERPAYMENT FOR AUTHORIZED FACILITIES
If the remaining balance of the aggregate payments of Special Tax attributable to the
Authorized Facilities at the end of a fiscal year exceed by fifteen percent (15%) or more
the approved budget for such fiscal year, the funds exceeding fifteen percent (15%) of the
approved budget for such fiscal year shall be credited ratably, by the CFD Administrator,
to those who pay Special Tax attributable to the Authorized Facilities and applied to such
property owners’ future Special Taxes as they become due with the funds applied first
any Special Tax due for the Authorized Facilities.
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-613 Agenda Date:10/11/2017
Version:1 Item #:11.
Report regarding adoption of a resolution of intent to approve an amendment to the contract between the board
of administration California Public Employees’Retirement System and the City of South San Francisco,
implementing the ability for Classic Safety members to pay a portion of the employer share of their CalPERS
pension costs.(LaTanya Bellow, Human Resources Director)
RECOMMENDATION
It is recommended that the City Council adopt a resolution of intent to amend the City’s contract with
CalPERS in order to implement the Council’s adoption of the four Public Safety labor agreements on
June 27 and 28,2017,which included provisions that all the Classic Safety employees contribute to the
employer share of their CalPERS pension costs.
BACKGROUND/DISCUSSION
The City contracts with CalPERS as the provider of the City’s pension benefits for all active and former
fulltime employees.On January 1,2013,the State passed pension reform where all ”new members”receive a
new,lower cost formula.Any employees hired before January 1,2013 (“Classic Members”)enjoyed the
pension formulas in place at the time of the passage of pension reform.The City funds its pension obligations
through a combination of a 9 percent employee share and an employer share.The employer share is 45.051
percent.Recognizing that the City’s Classic Member Public Safety pension obligations for its Classic Members
have become very high,the City and the Public Safety employee organizations partnered during labor
negotiations to create a framework where employees would bear higher contributions to fund their CalPERS
pension.
The four employee agreements governing the City’s Public Safety employees (Police Association,International
Federations of Firefighters Association,Public Safety Managers,and the Executive Team)were ratified by the
unit’s memberships and by City Council in June 2017.In each of the four agreements,the Public Safety
employees agreed to pay 1 percent of the employer share as of July 1,2017 for Fiscal Year (FY)2017-18,
another 1 percent in FY 2019-20,and another 1 percent in FY 2020-21.The 3 percent obligation would
continue thereafter as detailed in Attachment 1.
Attached to the associated resolution is the proposed CalPERS contract amendment,drafted by CalPERS,
incorporating the agreed-upon employee paid contribution to the employer’s share for Safety pension benefits
for FY 2017-18.As for New Members,as designated by CalPERS,they will pay 50 percent of the total normal
cost rate,in accordance with Government Code 7522.30,and this contract amendment would not affect those
employees.Pursuant to CalPERS regulations,staff will present a contract amendment for FY 2018-19 in the
months leading up to July 1,2018 to initiate the contract amendment process for subsequent contracts.
Unfortunately,CalPERS does not allow contract amendments for future Fiscal Years to implement additional
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File #:17-613 Agenda Date:10/11/2017
Version:1 Item #:11.
Unfortunately,CalPERS does not allow contract amendments for future Fiscal Years to implement additional
cost sharing amounts.
The CalPERS regulations require that the City first adopt a resolution of intent to approve an amendment to the
contract between CalPERS and the City,which the associated resolution will accomplish.Following the
adoption of the resolution of intent,the City must provide for a ballot election by the employees affected by the
proposed benefit change.Then,the City must amend the contract with CalPERS via ordinance,which is
expected to be introduced at the October 25th regular City Council meeting,and adopted at the November 8th
regular City Council meeting.
FUNDING
The agreements with the employees provided for long-term structural changes in the City’s Classic Safety
pension costs.The City currently pays 100 percent of the employer share for the CalPERS pension costs for
Classic Employees.For the first time,in addition to the Classic Safety Member’s 9 percent Employee Share for
their CalPERS pension retirements,all Classic Public Safety unit employees will share in the employer pension
costs.The Classic Safety employee cost share would be phased in at 1 percent effective the first pay period in
July 2017 (for a total employee contribution of 10 percent),an additional 1 percent effective the first full pay
period in July 2018 (for a total employee contribution of 12 percent).Effective July 1,2020,the employees will
be obligated to pay 3 percent of the employer rate,plus 9 percent of the employee contribution for a total
employee commitment of 12 percent.
CONCLUSION
It is recommended that the City Council adopt a resolution of intent to approve the contract amendment with
CalPERS implementing the ability for Classic Safety members to pay a portion of the employer share for their
CalPERS pension costs.
Attachment: MOU language
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-950 Agenda Date:10/11/2017
Version:1 Item #:11a.
Resolution of intention to approve an amendment to contract between the Board of Administration California
Public Employees’Retirement System and the City Council,City of South San Francisco,implementing the
ability for Classic Safety members to pay a portion of the employer share of their CalPERS pension costs.
WHEREAS,the Public Employees’Retirement Law permits the participation of public agencies and their
employees in the Public Employees’Retirement System by the execution of a contract,and sets forth the
procedure by which said public agencies may elect to subject themselves and their employees to amendments to
said Law; and
WHEREAS,one of the steps in the procedures to amend this contract is the adoption by the governing body of
the public agency of a resolution,giving notice of its intention to approve an amendment to said contract,which
resolution shall contain a summary of the change proposed in said contract; and
WHEREAS, the following is a statement of the proposed change:
To provide Section 20516 (Employees Sharing Additional Cost)of 1 percent for classic local safety members in
the International Association of Firefighters Local 1507,South San Francisco Police Association,Public Safety
Managers group and the Executive Team group.
NOW,THEREFORE,BE IT RESOLVED that the governing body of the above agency does hereby give notice
of intention to approve an amendment to the contract between said public agency and the Board of
Administration of the Public Employees’Retirement System,a copy of said amendment being attached hereto
as Exhibit A, and by this reference made a part hereof.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-1021 Agenda Date:10/11/2017
Version:1 Item #:12.
Motion to approve the Minutes from the meetings of February 22, 2017, March 8, 2017, April 12, 2017, April
19, 2017, May 2, 2017, May 16, 2017, May 20, 2017, June 14, 2017, June 26, 2017, June 27, 2017, June 28,
2017, July 10, 2017, July 26, 2017, August 9, 2017, August 22, 2017, September 6, 2017 and September 11,
2017.
City of South San Francisco Printed on 10/6/2017Page 1 of 1
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From:Martinelli, Krista
To:Council-Only
Cc:Futrell, Mike; Rosenberg, Jason; All at City Clerk"s Office
Subject:City Council Meeting Minutes Update
Date:Friday, October 6, 2017 2:49:53 PM
Importance:High
Good Afternoon Council,
As we come to the end of the Regular City Council Meeting respite, you will notice
that the minutes portion of your packet for the October 11, 2017 Regular City Council
Meeting is quite thick. This is largely because minutes must be presented for your
approval at Regular as opposed to Special Meetings of the legislative body.
Additionally, since my return from leave, staff and I conducted a minutes audit to
make sure all minutes of meetings during my maternity leave were presented. With
the exception of a handful of joint meetings which must first be presented to the
Successor Agency for approval at its next Regular Meeting and a Special Meeting still
in process, Council will be current with minutes upon acceptance at the upcoming
meeting. With the last meeting October we expect to be completely current.
Have a great weekend!
All the best,
Krista
Krista Joy Martinelli
South San Francisco City Clerk
P.O. Box 711
South San Francisco, CA 94080
650-877-8518
Krista.martinelli@ssf.net
www.ssf.net
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-1024 Agenda Date:10/11/2017
Version:2 Item #:13.
Motion confirming payment register for October 11, 2017.(Richard Lee, Director of Finance)
The payments shown in the attached payment register are accurate and sufficient funds were available for
payment (payroll items excluded).
Attachment: Payment Register
City of South San Francisco Printed on 10/5/2017Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-986 Agenda Date:10/11/2017
Version:1 Item #:14.
Report regarding a resolution accepting $110,000 from the State of California,Office of Traffic Safety for the
“Selective Traffic Enforcement Program”to be used for personnel overtime and training expenses,and
amending the Police Department’s Operating Budget for Fiscal Year 2017-18 by approving Budget Amendment
18.008.(Jeff Azzopardi, Police Chief)
RECOMMENDATION
It is recommended that the City Council adopt the attached resolution accepting $110,000 from the State of
California,Office of Traffic Safety (OTS)for the “Selective Traffic Enforcement Program (STEP)”to be used
for personnel overtime and training expenses and amend the Police Department’s operating budget for Fiscal
Year 2017-18 by approving Budget Amendment 18.008.
BACKGROUND/DISCUSSION
In January 2017,the Police Department submitted a grant application to the State of California,OTS for
funding of personnel overtime,equipment,and training expenses for the STEP.The grant is administered by
OTS with funding provided by the National Highway Safety Administration (NHTSA).This program will
supplement normal police staffing for traffic safety and enforcement efforts.
The goal of the grant is to reduce the number of persons killed /injured in traffic collisions through the use of
the specific overtime-funded traffic enforcement directed at the following unsafe driving behaviors:driving
under the influence (DUI),speeding,red light running,traffic violations in and around high-collision-rate
intersections,traffic violations related to motorcycle safety,seat belt violations,child-seat restraint violations,
distracted driving, and repeat DUI offenders with suspended licenses.
The grant application was reviewed and approved by OTS in August 2017,and the Police Department was
awarded a grant of $110,000.The operating period on the grant is from October 1,2017 through September 30,
2018.This is the Police Department’s tenth year partnering with OTS to address traffic safety issues via grant
funding.During this ten-year period,the Police Department has received over $1.25 million in grant funding
through OTS.
For this year’s OTS grant,$106,000 of the grant is to pay for overtime salaries and benefits for Police Officers
to conduct specialized traffic safety enforcement or training throughout the City for the following operations:
§12 DUI saturation patrols
§1 DUI and driver’s license checkpoint
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§12 Traffic safety enforcement operations (speeding, red lights, etc.)
§1 Distracted driver saturation patrol
§2 DUI repeat offender stakeout operations
§1 Bicycle / pedestrian safety enforcement operation
§2 DUI warrant service operations
The remaining $4,000 of the grant is to pay for travel and training expenses to send Police Officers to approved
training classes and/or conferences (to be determined by the OTS)that help support the goals and objectives of
the grant.
FISCAL IMPACT
Budget Amendment 18.008 is for $110,000 in grant funding for the purpose of personnel overtime and training
expenses. The funding source is the State of California Office of Traffic Safety.
CONCLUSION
Adoption of this resolution will allow the City to accept $110,000 from the State of California Office of Traffic
Safety “Selective Traffic Enforcement Program”and amend the Police Department’s operating budget for
Fiscal Year 2017-18 by approving Budget Amendment 18.008.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-987 Agenda Date:10/11/2017
Version:1 Item #:14a.
Resolution accepting $110,000 from the State of California,Office of Traffic Safety for the “Selective Traffic
Enforcement Program”to be used for personnel overtime and training expenses,and amending the Police
Department’s Operating Budget for Fiscal Year 2017-18 by approving Budget Amendment 18.008.
WHEREAS,staff recommends the acceptance of a grant in the amount of $110,000 for personnel overtime and
training expenses from the State of California,Office of Traffic Safety (OTS)for the “Selective Traffic
Enforcement Program”; and
WHEREAS,the grant funding will be used to augment the operating budget of the Police Department for Fiscal
Year 2017-18.
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City
Council hereby accepts the $110,000 grant from the State of California,OTS and amends the Fiscal Year 2017-
18 Police Department Operating Budget to reflect this increase of funds and that the City Council does hereby
approve Budget Amendment 18.008.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute a grant agreement,any
other necessary documents on behalf of the City to carry out the intent of this resolution,subject to approval as
to form by the City Attorney.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-971 Agenda Date:10/11/2017
Version:1 Item #:15.
Report regarding a resolution issuing a Certificate of Convenience and Necessity to Talib Salamin,President
and Treasurer representing Peninsula Yellow Cab,Inc.,in accordance with the Municipal Code Chapter 6.72
(“Vehicles For Hire Regulated”).(Mike Lappen, Economic Development Coordinator)
RECOMMENDATION
Staff recommends that the City Council adopt a resolution approving the application and issuing a
Certificate of Convenience and Necessity to Talib Salamin,President and Treasurer representing
Peninsula Yellow Cab,Inc.and Serra Yellow Cab,in accordance with the Municipal Code Chapter 6.72
(“Vehicles For Hire Regulated”).
BACKGROUND
Talib Salamin,President and Treasurer representing Serra Yellow Cab in Daly City,is acquiring the existing
taxicab business of Peninsula Yellow Cab,Inc.from Peninsula Yellow Cab Acquisition,LLC (“Peninsula
LLC”).Peninsula Yellow Cab is the sole operator in South San Francisco to possess a Certificate of
Convenience and Necessity (“Certificate”).In accordance with the South San Francisco Municipal Code
Chapter 6.72,a change in ownership requires issuance of a new Certificate.The new owner of Peninsula
Yellow Cab has submitted an application to obtain a Certificate in order to continue to operate the current
taxicab service within South San Francisco.
The new ownership group is affiliated with Serra Yellow Cab in Daly City.Talib Salamin will become the
President and Treasurer,and manager of Peninsula Yellow Cab.Once the acquisition is completed,Peninsula
Yellow Cab,Inc.will remain as a separate taxi company with its office,storage and maintenance at its existing
facilities at 204 Baden Avenue in South San Francisco.The dispatching service,currently located in South San
Francisco,will be relocated and merged with the existing dispatch service for Serra Yellow Cab in Daly City.
The dispatch service will be used by Peninsula Yellow Cab and Serra Yellow Cab to serve several other local
cities.
Peninsula Yellow Cab
For the past forty-seven years,Peninsula Yellow Cab has been the sole operator within the City to hold a
Certificate,as it was able to meet the needs of the community while complying with the standards set by the
Police Department.Peninsula Yellow Cab has been the only taxicab company to obtain a Certificate,as City
staff taken the position that a sole operator could provide services to both businesses and residents,and
maintain a safe fleet.City staff also believed that multiple taxicab companies operating in the City might
actually reduce service -taxicab companies would find ways to cut costs in order to maintain profit margins,
cut corners on equipment maintenance,respond only to more profitable calls (such as hotels over residents),
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File #:17-971 Agenda Date:10/11/2017
Version:1 Item #:15.
and encourage kickbacks to hotels in order to get calls.
In 2004,following sale of the company from Joseph Gilio,the City Council approved a Certificate of
Convenience and Necessity to Peninsula Yellow Cab Acquisition,LLC (“Peninsula LLC”),which was affiliated
with Yellow Cab in San Francisco.At that time,the new owner confirmed that Peninsula Yellow Cab would
continue to provide demand responsive taxicab service to residents,businesses and visitors in South San
Francisco.Peninsula Yellow cab did not change the service,number of vehicles and drivers,or the location of
the dispatch office that Peninsula Yellow Cab provides to the City residents and businesses.
South San Francisco Municipal Code Requirements
The Municipal Code Chapter 6.72 (“Vehicles For Hire Regulated”)regulates taxicab,bus and rent car
operations and establishes a specific process,regulates fares,requires that operators adhere to specific
maintenance criteria,and lists the criteria for another taxicab operator to work in the City.Any taxi,bus,or rent
car operator who wishes to provide service in the City of South San Francisco must obtain a Certificate.The
municipal code further specifies that new operators or a new owner of a company with a current Certificate
must submit a written application,with a fee and supporting documentation in order to obtain a re-issued
Certificate of Convenience and Necessity.Once the application is received and determined to be complete,the
Police Department and Planning Division will investigate the feasibility of the proposed new service.
Section 6.72.030,Application for Certificate,states:(c)After the service for which a certificate is granted
hereunder is discontinued,or if the owner sells or discontinues his or its business for a period of forty-five days
or longer,the certificates granted hereunder shall be automatically cancelled and shall be reissued only in
accordance with the provisions of this Chapter.Accordingly,the applicant has sought a new certificate in
conjunction with the ownership change.
Focus of the City Investigation
The Municipal Code outlines the scope of the Police Department and Planning Division investigation.The
Police Department is responsible for conducting the background investigation on the applicant or any person
with direct or indirect interest in the business.The Municipal Code also lists the following criteria for the
Planning Division investigation:
•Whether or not the business meets the General Plan and any applicable specific plans and Title 20 of the
Municipal Code;
•The demand of the public for services to be rendered by the applicant;
•The adequacy of existing mass transportation and taxicab services in the City of South San Francisco;
•Whether existing agencies will furnish additional services if granted the right; and
•What effect will such additional taxicab have on traffic congestion and parking.
If the investigation determines that the existing taxicab operation does not provide adequate service,Planning
Division staff must determine whether or not the existing service has the capability to furnish additional
service,if granted the right.The Police and Planning investigation is then forwarded to the City Council within
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File #:17-971 Agenda Date:10/11/2017
Version:1 Item #:15.
60 days following from the date of receipt of a complete application.
DISCUSSION
Planning Division and Police Department Investigation
In May and June 2017,following receipt of a formal application from Talib Salamin,City staff conducted its
investigation as to whether or not the new owner would provide adequate taxicab service to residents,
businesses and travelers in South San Francisco.The Police Department and the Planning Division met with the
new owner to review the municipal code requirements and determined that Peninsula Yellow Cab would be
able to continue to meet the City’s service requirements.The investigation incorporated the applicant’s
application, telephone surveys and interviews.
Description of Existing and Proposed Taxicab Service
For the past four decades,Peninsula Yellow Cab has been the City's sole taxicab operator that provides service
to South San Francisco's businesses and residents.In the past,Peninsula Yellow Cab focused its service on
residential,corporate accounts,and service to hotel clients.In the 2000 report,Peninsula Yellow Cab reserves
18 vehicles to respond to calls in the area during the day.According to the company,four cabs are specifically
assigned to the East of 101 area near the Conference Center during the peak hours.When a cab is called out of
the area, additional cabs are dispatched to the area.
The new owners of Peninsula Yellow Cab will continue to focus its service on residential,corporate accounts,
and service to hotel clients.The new owners will continue to provide the following services to South San
Francisco residents and businesses:
•The new owners are proposing to purchase an existing company that is located at 204 Baden Avenue,
and will not require any new entitlements;
•It will maintain a fully staffed dispatch office,to be relocated to Daly City,with two-way radio
communication on all vehicles;
•It will continue to maintain a staff garage and maintenance facilities in on 204 Baden Avenue downtown
South San Francisco;
•It will have the ability to expand operations in order to meet any anticipated demand;
•It will accept calls and provide services to residents;
•It will take advance reservations;
•It will maintain corporate accounts and provide special services to companies including
those located in the East of 101 area;
•Require all drivers to follow prescribed Driver Rules and Operating Procedures;
•Accept payment by credit card, vouchers, checks, and charge accounts; and
•Work with the local businesses.
Summary of the Business Plan
The applicant has submitted a business plan that summarizes the proposed services and level of operation.The
applicant proposes to operate 40 taxicabs,which is at the same level as the existing operation.The applicant
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File #:17-971 Agenda Date:10/11/2017
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applicant proposes to operate 40 taxicabs,which is at the same level as the existing operation.The applicant
will add one wheelchair van to its operation after the sale and transfer of the current fleet of taxi cabs has been
completed.Additionally,the applicant has evaluated the existing fleet of vehicles for safety and continued use.
The purpose of placing a van in service will be to assist residents who are senior or disabled and who require
alternative transportation (See Attachment 1,Business Plan and Attachment 2,Driver Rules and Regulations).
The applicant will continue to service accounts and voucher holders including but not limited to:
1.Kaiser Permanente;
2.Genentech;
3.Torani (R. Torre & Co.);
4.TerraVia;
5.Theravance Inc.;
6.Fluidigm Corporation; and
7.Denali Therapeutics, Inc.
Summary of the Police Department Investigation
The Police Department is responsible for conducting the background investigation.The Police Department
examines the Peninsula Yellow Cab fleet and cab drivers once a year.The new owners will continue to use the
existing color scheme and insignia for Peninsula Yellow Cab.The Police Department has also completed a
background check on the new company owners and the applicant’s other business in Daly City.There is
nothing in the background investigation that would cause any concern for the City or the Police Department.
The operation of the business will remain the same;therefore,there will be no added impact on the Police
Department.
FISCAL IMPACT
There is no impact to budget.
CONCLUSION
The applicant proposes to maintain the existing level of taxicab service to residents and business located in
South San Francisco.The Police Department and the Planning Division believe that Peninsula Yellow Cab will
continue to adequately serve businesses and residents located in South San Francisco.It is recommended that
the City Council adopt a resolution approving the application and issuing a Certificate of Convenience and
Necessity to Talib Salamin,President and Treasurer representing Peninsula Yellow Cab,Inc.,in accordance
with the Municipal Code Chapter 6.72 (“Vehicles For Hire Regulated”).
Attachments:
1.Business Plan
2.Driver Rules and Regulations
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BUSINESS PLAN
Peninsula Yellow Cab
Of South San Francisco
Investing in the Future of Bay Area Transportation
Prepared August 12, 2017
Contact Information
Talib Salamin
Talib@serrayellowcab.com
650.333.9598
Table of Contents
i
EXECUTIVE SUMMARY ........................................................................................................................................... 2
WHO WE ARE .............................................................................................................................................................. 2
WHAT WE DO .............................................................................................................................................................. 2
WHO WE SERVE ............................................................................................................................................................ 2
COMPANY .............................................................................................................................................................. 3
COMPANY OVERVIEW ..................................................................................................................................................... 3
MANAGEMENT TEAM ..................................................................................................................................................... 3
SERVICES ................................................................................................................................................................ 4
SERVICES ...................................................................................................................................................................... 4
TNC MODELS ................................................................................................................. ERROR! BOOKMARK NOT DEFINED.
TARGET MARKET ................................................................................................................................................... 5
MARKET OVERVIEW ....................................................................................................................................................... 5
PROMOTION ................................................................................................................................................................. 5
STRATEGY AND IMPLEMENTATION ........................................................................................................................ 6
MARKETING PLAN .......................................................................................................................................................... 6
POSITIONING ................................................................................................................................................................ 6
PRICING ....................................................................................................................................................................... 7
SERVICE FORECAST ......................................................................................................................................................... 7
Service Forecast Table .......................................................................................................................................... 7
About the Service Forecast Zones......................................................................................................................... 7
Updates and Options ............................................................................................................................................ 8
TAXI SERVICE CONTRACTS................................................................................................................................................ 8
Peninsula Yellow Cab
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Executive Summary
Who We Are
Peninsula Yellow Cab has been a leading public transportation service in the South San
Francisco Bay area for nearly 50 years.
Headquartered in South San Francisco, California, Peninsula Yellow Cab is a trusted
name in the Bay Area taxicab industry. They are known for their exceptional, reliable
service and pride themselves on always being available when needed.
What We Do
Peninsula Yellow Cab provides public transportation service twenty-four hours a day,
seven days a week. Their primary destinations are local transportation in South San
Francisco, medical facilities and hotels.
Like many taxicab companies, they offer regular taxi service, but also have an
additional focus of providing service to the elderly and disabled. They currently own
and operate a fleet of forty vehicles, including sedans and minivans.
Who We Serve
Peninsula Yellow Cab provides transportation service to the local community of South
San Francisco. Their focus is serving both commercial and residential clients, including
the elderly and disabled.
Peninsula Yellow cab will continue to operate its vehicles and drivers out of its current
location on cypress Ave in down town south san Francisco.
Peninsula Yellow Cab
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Company
Company Overview
Peninsula Yellow Cab has seen steady growth since its founding forty-seven years ago.
They have grown from a small taxicab provider into a well-rounded transportation
company serving both business and residential clients. They have experienced this
growth while maintaining their core customer base of residential clients while
expanding their service to include business clients.
Their focus is both driver and public safety. This is achieved through operating a well-
maintained fleet of vehicles, driven by well-trained drivers who focus on safety and
customer courtesy.
Their drivers are offered initial and ongoing safety training which includes, defensive
driver training, sensitivity training, overall safety and customer service.
Their reputation for dependable service and clean, well-maintained vehicles makes
them attractive to customers and has helped them develop a reputation as an industry
leader in the South San Francisco area.
Management Team
Peninsula Yellow Cab will be managed by an experienced team, each having over 20
years experience owning and/or operating similar type transportation companies.
The President, Talib Salamin, will coordinate the transition and head the overall
operation. His primary focus after the transition, will be commercial contracts and
continued company growth. Operations Manager, Zaid Algahmi, will oversee day-to-
day operations at the local level. Vice President, Nidal Zaro, will oversee the drivers
and ensure that both residential and business clients are served and satisfied.
This team is the current management team of Serra Yellow Cab. The experience and
knowledge gained while running Serra Yellow Cab has made them familiar with the
business model and local area. This will ensure the seamless transition.
Peninsula Yellow Cab
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Services
Services
While Peninsula Yellow cab offers a variety of services, the market they serve includes
business and leisure travelers in need of advance-booking taxicab services, specifically
travelers flying through the San Francisco International Airport. This represents an
ongoing stream of new customers with immediate transportation needs.
In addition, Peninsula Yellow Cab serves a variety of businesses. They provide
transportation to the business’ clients and/or employees. Some of their current
contracts are:
Kaiser Permanente
Concentra Urgent Care
Theravance Biopharma US
Genentech
Guaranteed ride home for Genentech employees
Quality Inn ( 410 S airport blvd south san Francisco )
Dasher downtown
united Technical Operator ( United Maintenance )
Terravia 225 Gateway blvd
Downtown Dasher.
Embassy Suites, Holiday Inn and Hilton Garden also call on a regular basis .
TNC’s Models
While the demand for transportation in this area continues to be quite high.
Competitors include TNC’s, which have surcharge pricing leaving clients to find
alternative more affordable transport. Non-regulated transportation companies which
are exempt from regulation and are often not fully insured using personal vehicles.
Many drivers are inexperienced with little or no public transportation driving
experience. TNC drivers not drug tested nor do they have proper background checks
as do all Peninsula Yellow Cab drivers .
The advantage held by Peninsula Yellow Cab is they have a pre-existing base of
operations, a well maintained fleet of vehicles and are an already licensed company
Peninsula Yellow Cab
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with experienced drivers who know the local area add to that our cabs insured with a
million dollars policy .
Target Market
Market Overview
Peninsula Yellow cab comes with an already established customer base who are aware
of their impressive reputation for quality service.
We will continue to serve this customer base while growing through advertising and
commercial contract transportation.
For taxi services advertising will include methods already in use by the company. This
includes maintaining a strong online presence and using more traditional methods such
as advertisements in the yellow pages. However, most customers will be attracted to
the amount of vehicles available when and where they need them and the quicker
response times provided because of our local dispatch center.
Promotion
Most customers will look in the Yellow Pages to find a taxi service or use In ternet
browsers. We plan on becoming a sponsored link on sites such as google, making it
more likely Peninsula Yellow Cab's services will be chosen.
We will also promote our commitment to the elderly and disabled community by being
able to provide ambulatory and non-ambulatory transport with our new wheelchair lift
equipped vans. This will be reflected in our advertising.
Peninsula Yellow Cab
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Strategy and Implementation
Marketing Plan
Peninsula Yellow Cab. will continue its already successful marketing strategies using
Internet as well as local advertising.
We will target our future growth in the business sector by adding services not being
offered by TNC’s (i.e. Uber, Lyft, etc.) such as minivans and wheelchair services, along
with having a live call center, acceptance of different payment methods, such as,
monthly billing, credit card, vouchers and cash.
We will continue to exceed the expectations of the current commercial clients and hotels
located on the east side of highway 101. This will not only satisfy the contract
requirements but will help to promote our excellent reputation. This will help continue
growth with existing contracts along with acquisition of new contracts.
We will target our future growth in the personal sector with the addition of at least two
wheel chair lift equipped vans. The wheelchair lift vans will be added to help serve
wheel chair bound residents of South San Francisco and enable us to better serve the
community. We also plan to start replacing older vehicles with hybrid energy efficient
vehicles vans.
Positioning
Peninsula Yellow Cab will continue to provide customers with reliable, quality service
from a company who has been in operation for almost 47 years.
Peninsula Yellow Cab
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Pricing
Cab fare at the South San Francisco Municipal Transportation Agency. Taxi rates are:
$3.50 for the Flag drop.
$0.30 for each 1/10 of a mile thereafter.
$30.00 per hour waiting.
Service Forecast
In a recent 30 day period, Peninsula Yellow Cab dispatched and transported 4,516
residential and commercial rides. In addition, there were over 3,000 pickups from
taxicab stands like the ones located at South City Bart Station and hotel staging
locations.
Service Forecast Table
5AM-9AM 9AM-5AM
Residential 521 1550
Residential (seniors) 275 405
Hotels 220 457
Business 260 827
About the Service Forecast Zones
Peninsula Yellow cab created three different zones around the City of South San
Francisco as follows:
Zone 117 (East of 101) to service the business and hotel industry.
Zone 115 (Downtown and South City Bart Station) to service the area of down
town, residents living in that area, Kaiser Hospital and South City Bart Station.
Zone 109 (West of El Camino Real ) to service all residents and business.
Peninsula Yellow Cab
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Updates and Options
A Our local central call center will be expanded to better serve our clients in South San
Francisco and it’s neighborhoods. This will help improve the response time which
provides our clients with improved service and convenience.
A new, up to date, computerized dispatch system will be installed. This will also be
connected to all of our vehicles who will be equipped with GPS and mapping pr ograms
which will provide better service, quicker response time and convenience for all of our
clients.
Peninsula Yellow cab will implement a better security camera system equipping all of
our vehicles with cameras inside and outside of the vehicles. This helps to assure both
our clients and drivers of our commitment to their safety.
Taxi Service Contracts
Peninsula Yellow Cab has experience meeting the needs of all types of taxicab riders.
This is evidenced by their commercial contracts. We will continue to grow the amount
of contract transport we provide, by acquiring new contracts, growth of the existing
contracts and referrals. The new management team has extensive experience acquiring
and maintaining commercial contract business and will be making this a priority in the
future.
PENNINSULA YELLOW CAB
Driver Rules and Operating Procedures
Following are the driver guidelines. These guidelines are requirements of the City(ies) and the
insurance carrier(s).
o All drivers must be licensed to drive in the State of California.
o Drivers may not have any major violations within the last 7 years. Major violations
include: hit and run driving, reckless driving, driving while under the influence of
intoxicating liquor or drug.
o Drivers may not have more than two minor moving violations, one accident and one
moving violation or two at fault accidents within the last three years.
o Drivers must submit and pass fingerprint screening and background checks which are
implemented by the City.
o Drivers must pass alcohol and drug screening as required by the City, Each taxicab driver
shall test negative for each of the controlled substances specified in Part 40
(commencing with Section 40.1) of Title 49 of the Code of Federal Regulations, before
employment and as a condition of the driver’s permit issuance and renewal.
o Drivers must be lawfully permitted and licensed to drive a taxicab by the appropriate
City.
o Drivers must have knowledge of the local area.
o Drivers must attend ongoing training. These may include, driver / passenger safety,
defensive driving, customer service and/or sensitivity training, and safe passenger
loading and unloading.
o Taxi drivers shall make visual check of the interior of the taxi cab vehicle at the
conclusion of each trip to determine if any of passenger's property left in the taxi cab.
o No taxicab driver may smoke, drink, or eat while a passenger(s) in the taxicab vehicle.
o Taxicab driver shall be clean in dress and person.
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-998 Agenda Date:10/11/2017
Version:1 Item #:15a.
Resolution issuing a Certificate of Convenience and Necessity to Talib Salamin,President and Treasurer
representing Peninsula Yellow Cab,Inc.and Serra Yellow Cab,in accordance with the Municipal Code Chapter
6.72 (“Vehicles For Hire Regulated”).
WHEREAS,the municipal Code (Chapter 6.72,“Vehicles For Hire Regulated”)regulates taxicab,bus and
rental car operations and establishes a specific process,regulates fares,requires that operators adhere to specific
maintenance criteria, and lists the criteria for another taxicab operator to work in the city; and
WHEREAS,for the past forty-seven years,Peninsula Yellow Cab has operated as a sole operator as long as it
could meet the needs of the community, comply with the standards set by the Police Department; and
WHEREAS,Talib Salamin,President and Treasurer representing Serra Yellow Cab in Daly City is acquiring
the existing taxicab business of Peninsula Yellow Cab,Inc.from Peninsula Yellow Cab Acquisition,LLC
(“Peninsula LLC”), which operated as a sole operator in South San Francisco; and
WHEREAS,in 2004,following sale of the company from Joseph Gilio,the City Council approved a Certificate
of Convenience and Necessity to Peninsula Yellow Cab Acquisition,LLC,which was affiliated with Yellow
Cab in San Francisco; and
WHEREAS,at that time,the new owner confirmed that Peninsula Yellow Cab would continue to provide
demand responsive taxicab service to residents, businesses and visitors in South San Francisco; and
WHEREAS,the new owners of Peninsula Yellow Cab will continue to focus its service on residential,
corporate accounts,and service to hotel clients -the company will continue to provide the following services to
South San Francisco residents and businesses; and
WHEREAS,following receipt of a formal application from Talib Salamin,the Police Department and the
Economic and Community Development Department investigated whether or not the new owner would provide
adequate taxicab service to residents, businesses and travelers in South San Francisco; and
WHEREAS,the Police Department and the Planning Division believe that Peninsula Yellow Cab will continue
to adequately serve businesses and residents located in South San Francisco as follows:
1.The applicant is assuming ownership of an existing company that meets the requirements of the general
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plan and the applicable specific plan.
2.The applicant’s business plan meets the demand of the public for the service.
3.The new ownership will continue to provide the additional service that was granted to the existing
company,such as contracts with South San Francisco businesses and San Mateo County’s program that
provide services to seniors and handicapped.
4.The applicant is financially responsible and has the experience to provide the service to residents and
businesses in South San Francisco.
5.The Police Department has determined that the applicant meets the City’s requirements for issuance of
the Certificate.
NOW,THEREFORE,BE IT RESOLVED,the City Council of the City of South San Francisco does hereby
resolve as follows:
1.The foregoing recitals are true, correct, and incorporated herein by reference.
2.The City Council finds that the requirements of Chapter 6.72 regarding an application for Certificate of
Convenience and Necessity have been met, and hereby approves Peninsula Yellow Cab’s application.
3.The City Council hereby issues a Certificate of Convenience and Necessity to Talib Salamin,President
and Treasurer on behalf of Peninsula Yellow Cab,Inc.,in accordance with the Municipal Code Chapter
6.72 (“Vehicles For Hire Regulated”).
BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and
adoption.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-933 Agenda Date:10/11/2017
Version:1 Item #:16.
Report regarding adoption of an ordinance approving a Development Agreement between ROEM Development
Corporation and the City of South San Francisco for the development of the properties located at 418 Linden
Avenue and 201-219 Grand Avenue. (Julie Barnard, Economic Development Coordinator)
RECOMMENDATION
It is recommended that the City Council adopt an Ordinance approving a Development Agreement
between ROEM Development Corporation and the City of South San Francisco for the development of
the properties located at 418 Linden Avenue and 201-219 Grand Avenue, and waive further reading.
BACKGROUND/DISCUSSION
On September 6,2017,the City Council held a public hearing,then by a 5-0 vote introduced the following
ordinance and waived further reading:
ORDINANCE APPROVING A DEVELOPMENT AGREEMENT BETWEEN ROEM
DEVELOPMENT CORPORATION AND THE CITY OF SOUTH SAN FRANCISCO FOR
THE DEVELOPMENT OF THE PROPERTIES LOCATED AT 418 LINDEN AVENUE AND
201-219 GRAND AVENUE
CONCLUSION
Staff recommends that the City Council adopt the Ordinance approving a Development Agreement between
ROEM Development Corporation and the City of South San Francisco for the development of the properties
located at 418 Linden Avenue and 201-219 Grand Avenue, and waive further reading.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-936 Agenda Date:10/11/2017
Version:1 Item #:16a.
Ordinance approving a Development Agreement between ROEM Development Corporation and the City of
South San Francisco for the development of the properties located at 418 Linden Avenue and 201-219 Grand
Avenue.
WHEREAS,the City of South San Francisco (“City”)is the owner of certain real property located in the City
of South San Francisco,California,known as County Assessor’s Parcel Number 012-314-010 (“418 Linden
Avenue”); and
WHEREAS,the City is also the owner of former Redevelopment Agency property located in the City of South
San Francisco,California,known as County Assessor’s Parcel Number 012-316-110 (201 Grand Avenue),012-
316-100 (207 Grand Avenue),012-316-090 and 012-316-080 (217-219 Grand Avenue)(collectively,the “201
Grand Avenue”); and
WHEREAS,in December 2015,the City approved entitlements for a residential project at 418 Linden Avenue
and a mixed-use project at 201 Grand Avenue (“Project”); and
WHEREAS,in December 2016,the City and Agency selected a developer,ROEM Development Corporation
(“Developer”), to develop the 418 Linden Avenue and 201 Grand Avenue Projects; and
WHEREAS,Developer seeks to purchase the property from the City,and seeks approval of a Development
Agreement; and
WHEREAS,the City Council certified an Environmental Impact Report (“EIR”)on January 28,2015 (State
Clearinghouse number 2013102001)in accordance with the provisions of CEQA and CEQA Guidelines,which
analyzed the potential environmental impacts of the development of the Downtown Station Area Specific Plan;
and
WHEREAS,the 418 Linden Avenue and 201 Grand Avenue Projects are both within the Downtown Station
Area Specific Plan (“DSASP”)area and were found to be within the parameters analyzed within the DSASP
EIR; and
WHEREAS,the Project will not result in any new significant environmental effects or a substantial increase in
the severity of any previously identified effects beyond those disclosed and analyzed in the DSASP EIR,and
would not constitute a change in circumstances that would require additional environmental review; and
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File #:17-936 Agenda Date:10/11/2017
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WHEREAS,the Planning Commission held a properly noticed public hearing on July 6,2017,to solicit public
comment and consider the Development Agreement,take public testimony,and make a recommendation to the
City Council on the Development Agreement; and
WHEREAS,on September 6,2017,the City Council for the City of South San Francisco held a lawfully
noticed public hearing to consider the Development Agreement.
NOW,THEREFORE,BE IT ORDAINED that based on the entirety of the Record before it,as described
below, the City Council of the City of South San Francisco does hereby ORDAIN as follows:
SECTION I. FINDINGS.
A.General Findings
1.The foregoing recitals are true and correct and made a part of this Ordinance.
2.The Development Agreement (Exhibit A)and its attachments,is incorporated by reference and made a
part of this Ordinance, as if they were each 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 the Chief Planner, Sailesh Mehra.
4.The 418 Linden Avenue and 201 Grand Avenue Projects are consistent with the General Plan by
creating a mixed-use environment that emphasizes pedestrian-activity with buildings built up to the property
line on Linden Avenue and Grand Avenue,respectively,provide well-articulated and visually engaging
development that implements the goals of the Downtown Station Area Specific Plan,are consistent with the
City’s Design Guidelines as they relate to building design,form and articulation and in the case of the 201
Grand Avenue project, provide commercial uses along both Grand and Cypress Avenues.
B.Development Agreement
1.The Developer and City have negotiated a Development Agreement pursuant to Government Code
section 65864 et seq.The Development Agreement,attached hereto as Exhibit A,sets for the duration,property,
project criteria,and other required information identified in Government Code section 65865.2.Based on the
findings in support of the Project,the City Council finds that the Development Agreement is consistent with the
objectives,policies,general land uses and programs specified in the South San Francisco General Plan and any
applicable zoning regulations.
2.The Development Agreement is compatible with the uses authorized in,and the regulations prescribed
for the land use district in which the real property is located.The subject site is suitable for the type and
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for the land use district in which the real property is located.The subject site is suitable for the type and
intensity of the land use being proposed.The General Plan specifically contemplates the proposed type of
project and the suitability of the site for development was analyzed thoroughly in the environmental document
prepared for the Project.
3.The Development Agreement is in conformity with public convenience,general welfare and good land
use practice.
4.The Development Agreement will not be detrimental to the health, safety and general welfare.
5.The Development Agreement will not adversely affect the orderly development of property or the
preservation of property values.
SECTION II. DEVELOPMENT AGREEMENT.
The City Council of the City of South San Francisco hereby:
1.Approves the Development Agreement between ROEM Development Corporation and the City of
South San Francisco for the development of the properties located at 418 Linden Avenue and 201-219
Grand Avenue, attached hereto as Exhibit A and incorporated herein.
2.Authorizes the City Manager to enter into and execute the Development Agreement on behalf of the
City Council in substantially the same form as attached hereto as Exhibit A;to make any revisions,
amendments,or modifications,subject to the approval of the City Attorney,deemed necessary to carry
out the intent of this Ordinance and which do not materially alter or increase the City’s obligations
thereunder.
SECTION III. 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 IV. 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
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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 Councilmembers voting for and against this Ordinance or otherwise voting. This
Ordinance 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 6 th day of September,
2017.
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City Clerk
City of South San Francisco
P.O. Box 711
South San Francisco, CA 94083
______________________________________________________________________________
(Space Above This Line Reserved For Recorder’s Use)
This instrument is exempt from recording fees pursuant to Government Code section 27383.
Documentary Transfer Tax is $0.00 (exempt per Revenue & Taxation Code section 11922, Transfer to
Municipality).
DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF SOUTH SAN FRANCISCO
AND
ROEM DEVELOPMENT CORPORATION
GRAND AND LINDEN PROJECT
SOUTH SAN FRANCISCO, CALIFORNIA
Exhibit A
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of
_______________, 2017 by and between ROEM Development Corp, a California corporation
(“Developer”), and the City of South San Francisco (“City”), pursuant to California Government
Code (“Government Code”) sections 65864 et seq. ROEM Development Corp and the City are
sometimes collectively referred to herein as “Parties.”
RECITALS
A. To strengthen the public planning process, encourage private participation in
comprehensive planning and reduce the economic risk of development, the Legislature of the State
of California enacted California Government Code sections 65864 et seq. (the “Development
Agreements Statute”), which authorizes the City to enter into an agreement with any person
having a legal or equitable interest in real property for the development of such property.
B. Pursuant to Government Code section 65864, City has adopted procedures and
requirements for the consideration of development agreements (South San Francisco Municipal
Code (“SSFMC”) Chapter 19.60). This Agreement has been processed, considered, and executed
in accordance with such procedures and requirements.
C. The purpose of this Agreement is to provide for the development of a high-density,
mixed use project including residential units and ground floor commercial units located on the real
property commonly known as 201-219 Grand Avenue, with Assessor’s Parcel Numbers: 012-316-
110, 012-316-100, 012-316-090 and 012-316-080 (the “Grand Project Site”), as more
particularly described on Exhibit A attached hereto; and, a high-density residential project located
on the real property commonly known as 418 Linden Avenue, with Assessor’s Parcel Number
012-314-010 (the “Linden Project Site”), as more particularly described on Exhibit B attached
hereto.
D. Concurrently with the approval of this Agreement, Developer shall enter into a
Purchase and Sale Agreement and Joint Escrow Instructions between South San Francisco
Successor Agency, as Seller, and Developer, as Buyer, whereby Developer shall have the right,
upon satisfaction of certain terms and conditions contained therein, to acquire a fee title interest in
the Grand Project Site (the “Grand PSA”); and, a Purchase and Sale Agreement and Joint Escrow
Instructions between the City, as Seller, and Developer, as Buyer whereby Developer shall have
the right, upon satisfaction of certain terms and conditions contained therein, to acquire a fee title
interest in the Linden Project Site (the “Linden PSA”). The Grand Project Site and the Linden
Project Site are collectively referred to herein as the “Project Site” or the “Properties”.
E. As set forth herein, upon Developer’s acquisition of the Properties, Developer shall
re-develop the Grand Project Site into a high-density, mixed-use project including 46 residential
units, nine (9) of which are required to be below market rate (“BMR”) units with the following
affordability levels: three (3) units affordable to households earning 80-120% of the Area Median
Income (AMI), five (5) units affordable to housing holds earning 60%-80% AMI, and one (1) unit
affordable to households earning up to 60% AMI, and ground floor retail (the “Grand Project”);
and, Developer shall re-develop the Linden Project Site into a high-density, residential use only
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project, with some flexibility for live/work spaces, including 38 residential units, eight (8) of which
are required to be BMR units with the following levels of affordability: two (2) units affordable to
households earning 80-120% AMI, five (5) units affordable to households earning 60-80% AMI,
and one (1) unit affordable to households earning up to 60% AMI (the “Linden Project”). The
Grand Project and the Linden Project are collectively referred to herein as the “Project” or the
“Projects”.
F. Both Projects are fully entitled, and have obtained planning approval from the
Design Review Board, Planning Commission, Successor Agency and City Council as well as the
Oversight Board. The approved and in effect Grand Project entitlements include Planning Project:
P15-0017; Use Permit UP15-0003; Design Review DR15-0016; and Parking Exception PE15-
0001. The approved and in effect Linden Project entitlements include Planning Project P15-0016;
Use Permit UP15-0002; Design Review DR15-0015; and Parking Exception PE15-0002. Because
the City provided substantial financial support of the pre-development entitlement costs of these
Projects, the source of City funds triggers the affordable housing mandates of the Projects set forth
in this Agreement.
The entitlements listed in this Recital F and all Conditions of Approval and Mitigation Measures
imposed on the entitlements are collectively referred to herein as the “Project Approvals.” The
Project Approvals are described in Exhibit B attached hereto.
G. City has determined that the Project presents certain public benefits and
opportunities which are advanced by City and Developer entering into this Agreement. This
Agreement will, among other things, (1) reduce uncertainties in planning and provide for the
orderly development of the Project; (2) provide needed residential development consistent with
the Downtown Station Area Specific Plan; (3) mitigate any significant environmental impacts;
(4) provide for and generate substantial revenues for the City in the form of one time and annual
fees and exactions and other fiscal benefits; and (5) otherwise achieve the goals and purposes for
which the Development Agreement Statute was enacted.
H. In exchange for the benefits to City described in the preceding Recital, together
with the other public benefits that will result from the development of the Project, Developer will
receive, by this Agreement, assurance that it may proceed with the Project in accordance with the
“Applicable Law” (defined in section 6.3 below), and therefore desires to enter into this
Agreement.
I. On _________, following a duly noticed public hearing, the Planning Commission
adopted Resolution No. ____________ recommending that the City Council approve this
Agreement.
J. With the Planning Commission’s recommendation set forth in its Resolution No.
_______________ , the City Council, after conducting a duly noticed public hearing, has found
that this Agreement is consistent with the General Plan and Zoning Ordinance and has conducted
all necessary proceedings in accordance with the City’s rules and regulations for the approval of
this Agreement. In accordance with SSFMC section 19.60.120, the City Council, at a duly noticed
public hearing, adopted Ordinance No. __________, approving and authorizing the execution of
this Agreement.
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AGREEMENT
NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code
sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco Municipal Code
and in consideration of the mutual covenants and agreements contained herein, agree as follows:
ARTICLE 1
DEFINITIONS
1.1 “Administrative Project Amendment” shall have that meaning set forth in
Section 7.1 of this Agreement.
1.2 “Administrative Agreement Amendment” shall have that meaning set forth in
Section 7.2 (a) of this Agreement.
1.3 “Affiliate of Developer” shall have that meaning set forth in Section 8.1 of this
Agreement.
1.4 “Agreement” shall mean this Development Agreement.
1.5 “Applicable Law” shall have that meaning set forth in Section 6.3 of this
Agreement.
1.6 “CEQA” shall have that meaning set forth in Section 3.3 of this Agreement.
1.7 “City” shall mean the City of South San Francisco.
1.8 “City Law” shall have that meaning set forth in Section 6.5 of this Agreement.
1.9 “Claims” shall have that meaning set forth in Section 6.10 of this Agreement.
1.10 “Control” shall have that meaning set forth in Section 8.1 of this Agreement.
1.11 “Controlled” shall have that meaning set forth in Section 8.1 of this Agreement.
1.12 “Controlling” shall have that meaning set forth in Section 8.1 of this Agreement.
1.13 “Deficiencies” shall have that meaning set forth in Section 9.2 of this Agreement.
1.14 “Developer” shall mean ROEM Development Corporation, a California
corporation or its assignee.
1.15 “Development Agreements Statute” shall have that meaning set forth in Recital A
of this Agreement.
1.16 “Development Fees” shall have that meaning set forth in Section 3.2 of this
Agreement.
1.17 “DSASP” shall have that meaning set forth in Section 3.1 of this Agreement.
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1.18 “Effective Date” shall have that meaning set forth in Section 2.1 of this
Agreement.
1.19 “EIR” shall have that meaning set forth in Section 3.1.
1.20 “Force Majeure Delay” shall have that meaning set forth in Section 10.3
1.21 “Grand PSA” is defined as the “Purchase and Sale Agreement and Joint Escrow
Instructions between the City of South San Francisco and ROEM Development Corp. dated
__________, relating to the Grand Project Site and approved pursuant to South San Francisco
Oversight Board Resolution No. ______.
1.22 “GDP” shall have that meaning set forth in Section 10.3
1.23 “Indemnitees” shall have that meaning set forth in Section 6.10 of this Agreement.
1.24 “Judgment” shall have that meaning set forth in Section 9.2 of this Agreement.
1.25 “Linden PSA” is defined as the “Purchase and Sale Agreement and Joint Escrow
Instructions between the City of South San Francisco and ROEM Development Corp. dated
_________, regarding the Linden Project Site, and approved pursuant to South San Francisco City
Council Resolution No. ______.
1.26 “Parties” shall mean the Developer and City, collectively.
1.27 “Periodic Review” shall have that meaning set forth in Section 10.5 of this
Agreement.
1.28 “Project” or “Projects” shall have that meaning set forth in Recital E of this
Agreement.
1.29 “Project Approvals” shall have that meaning set forth in Recital F of this
Agreement.
1.30 “Project Site” shall have that meaning set forth in Recital D of this Agreement.
1.31 “PSA” shall mean the Grand PSA and the Linden PSA, together.
1.32 “Severe Economic Recession” shall have that meaning set forth in Section 10.3
1.33 “SSFMC” shall have the meaning set forth in Recital B of this Agreement.
1.34 “Subsequent Approvals” shall mean those certain other land use approvals,
entitlements, and permits in addition to the Project Approvals that are necessary or desirable for
the Project. In particular, for example, the parties contemplate that Developer may, at its election,
seek approvals for the following: amendments of the Project Approvals, unless determined not
required pursuant to the further provisions of this Agreement: improvement agreements, grading
permits, building permits, lot line adjustments, sewer and water connection permits, certificates of
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occupancy, subdivision maps, rezonings, development agreements, use permits, sign permits and
any amendments to, or repealing of, any of the foregoing.
1.35 “Tax” and “Taxes” shall not include any generally applicable City Business
License Tax or locally imposed Sales Tax.
1.36 “Term” shall have that meaning set forth in Section 2.2 of this Agreement.
ARTICLE 2
EFFECTIVE DATE AND TERM
2.1 Effective Date. This Agreement shall become effective upon the date when the
following have occurred: (i) this Agreement is executed pursuant to the resolution and ordinance
described in Recitals I and J, and (ii) the Grand PSA and the Linden PSA are both fully executed
and effective (the “Effective Date”). If both PSAs are not executed and effective by December 31,
2017, this Agreement shall terminate and have no further force or effect unless the Developer and
City have mutually agreed in writing to extend the date.
2.2 Term. The term of this Agreement (“Term”) shall commence upon the Effective
Date and, unless terminated pursuant to this Agreement, shall continue until completion of
construction of the Project, as evidenced by a final certificate of occupancy.
ARTICLE 3
OBLIGATIONS OF DEVELOPER
3.1 Obligations of Developer Generally. The Parties acknowledge and agree that the
City’s agreement to perform and abide by the covenants and obligations of City set forth in this
Agreement is a material consideration for Developer’s agreement to perform and abide by its long
term covenants and obligations, as set forth herein. The Parties acknowledge that many of
Developer’s long term obligations set forth in this Agreement are in addition to Developer’s
agreement to perform all the applicable mitigation measures identified in the Downtown Station
Area Specific Plan (“DSASP”) and Environmental Impact Report (“EIR”).
3.2 City Fees.
(a) Developer shall pay those processing, inspection and plan checking fees and
charges required by the City for processing applications and requests for Subsequent Approvals
under the applicable non-discriminatory regulations in effect at the time such applications and
requests are submitted to the City.
(b) Developer agrees that Developer shall be responsible for the payment of
development fees, charges, exactions, and taxes (“Development Fees”) generally applicable, and
specifically applicable to the Project. Further, nothing herein shall be construed to relieve the
Property from common benefit assessments levied against it and similarly situated properties by
the City pursuant to and in accordance with any statutory procedure for the assessment of property
to pay for infrastructure and/or services that benefit the Property. This shall not prohibit City from
imposing on Developer any fee or obligation that is imposed by a regional agency in accordance
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with state or federal obligations and required to be implemented by City. Development Fees shall
be due upon issuance of building permits, except as otherwise provided under the Agreement or
the Project Approvals.
3.3 Mitigation Measures. Developer shall comply with the Mitigation Measures
included in the Project Approval and those identified and approved in the Downtown Station Area
Plan EIR, in accordance with the California Environmental Quality Act (“CEQA”) or other law.
3.4 Compliance with Terms of the Purchase and Sale Agreement. Developer shall
comply with all terms of the Grand PSA and the Linden PSA. In the event that either the Linden
PSA or the Grand PSA is terminated under its terms prior to the transfer of real property to the
Developer, this Agreement shall terminate and shall have no further force or effect, unless
otherwise agreed to by both parties in writing.
3.5 Cost of Acquisition and Construction. Except as expressly set forth herein,
Developer shall be solely responsible for all direct and indirect costs and expenses incurred in
connection with the acquisition of the Properties and construction of the Project, specifically
excluding any relocation obligations, and none of such costs and expenses shall be the obligation
of the City.
3.6 Affordable Housing. Developer acknowledges that upon Developer’s acquisition
of the Properties, the Properties will be subject to recorded covenants that will restrict use of the
Properties for a term of not less than fifty-five (55) years, commencing upon the issuance of a final
certificate of occupancy for the Project, as further set forth in the Linden Affordable Housing
Agreement (“Linden AHA”) and the Grand Affordable Housing Agreement (“Grand AHA”),
each substantially in the forms attached hereto as Exhibits C and D (the “AHAs”), each of which
shall be recorded in the Official Records on the date that Developer acquires the Project Site. The
AHAs shall provide that not less than twenty percent (20%) of the residential units in the Project
as a whole shall be rented at an affordable cost (as defined in the respective AHA) and also shall
ensure that use of any city financial assistance shall be utilized by Developer in a manner consistent
with those terms imposed on the use of said City financial assistance.
ARTICLE 4
OBLIGATIONS OF CITY
4.1 Obligations of City Generally. The parties acknowledge and agree that
Developer’s agreement to perform and abide by its covenants and obligations set forth in this
Agreement, including Developer’s decision to process the development of the Project in the City,
is material consideration for City’s agreement to perform and abide by the long term covenants
and obligations of City, as set forth herein.
4.2 Protection of Vested Rights. To the maximum extent permitted by law, City shall
take any and all actions as may be necessary or appropriate to ensure that the vested rights provided
by this Agreement can be enjoyed by Developer and to prevent any City Law, as defined above,
from invalidating or prevailing over all or any part of this Agreement. City shall cooperate with
Developer and shall undertake such actions as may be necessary to ensure this Agreement remains
in full force and effect. Except as authorized in Section 6.9, City shall not support, adopt, or enact
7
any City Law, or take any other action which would violate the express provisions or intent of the
Project Approvals or the Subsequent Approvals.
4.3 Availability of Public Services. To the maximum extent permitted by law and
consistent with its authority, City shall assist developer in reserving such capacity for sewer and
water services as may be necessary to serve the Project.
4.4 Developer’s Right to Rebuild. City agrees that Developer may, but shall not be
obligated to, renovate or rebuild all or any part of the Project within the Term of this Agreement
should it become necessary due to damage or destruction. Any such renovation or rebuilding shall
be subject to the square footage and height limitations vested by this Agreement, and shall comply
with the Project Approvals, the building codes existing at the time of such rebuilding or
reconstruction, and the requirements of CEQA.
4.5 Expedited Plan Check Process. The City agrees to provide an expedited plan
check process for the approval of Project drawings consistent with its existing practices for
expedited plan checks. The City shall use reasonable efforts to provide such plan checks within 3
weeks of a submittal that meets the requirements of Section 5.2. The City acknowledges that the
City’s timely processing of Subsequent Approvals and plan checks is essential to the Developer’s
ability to achieve the Schedule of Performance.
ARTICLE 5
COOPERATION – IMPLEMENTATION
5.1 Processing Application for Subsequent Approvals. By approving the Project
Approvals, City has made a final policy decision that the Project is in the best interests of the
public health, safety and general welfare. Accordingly, City shall not use its discretionary authority
in considering any application for a Subsequent Approval to change the policy decisions reflected
by the Project Approvals or otherwise to prevent or delay development of the Project as set forth
in the Project Approvals. Instead, the Subsequent Approvals shall be deemed to be tools to
implement those final policy decisions.
5.2 Timely Submittals By Developer. Developer acknowledges that City cannot
expedite processing Subsequent Approvals until Developer submits complete applications on a
timely basis. Developer shall use its best efforts to (i) provide to City in a timely manner any and
all documents, applications, plans, and other information necessary for City to carry out its
obligations hereunder; and (ii) cause Developer’s planners, engineers, and all other consultants to
provide to City in a timely manner all such documents, applications, plans and other necessary
required materials as set forth in the Applicable Law. It is the express intent of Developer and City
to cooperate and diligently work to obtain any and all Subsequent Approvals.
5.3 Timely Processing By City. Upon submission by Developer of all appropriate
applications and processing fees for any Subsequent Approval, City shall promptly and diligently
commence and complete all steps necessary to act on the Subsequent Approval application
including, without limitation: (i) providing at Developer’s expense and subject to Developer’s
request and prior approval, reasonable overtime staff assistance and/or staff consultants for
planning and processing of each Subsequent Approval application; (ii) if legally required,
8
providing notice and holding public hearings; and (iii) acting on any such Subsequent Approval
application. City shall ensure that adequate staff is available, and shall authorize overtime staff
assistance as may be necessary, to timely process such Subsequent Approval application. If
overtime staff is necessary, City shall first obtain Developer’s prior written consent prior to the
incurring overtime fees and passing such overtime fees on to Developer for reimbursement.
5.4 Denial of Subsequent Approval Application. The City may deny an application
for a Subsequent Approval only if such application does not comply with the Agreement or
Applicable Law (as defined below) or with those state or federal law, regulations, plans, or policies
set forth in Section 6.9.
5.5 Other Government Permits. At Developer’s sole discretion and in accordance
with Developer’s construction schedule, Developer shall apply for such other permits and
approvals as may be required by other governmental or quasi-governmental entities in connection
with the development of, or the provision of services to, the Project. City shall cooperate with
Developer in its efforts to obtain such permits and approvals and shall, from time to time, at the
request of Developer, use its reasonable efforts to assist Developer to ensure the timely availability
of such permits and approvals.
5.6 Future Fees, Taxes and Assessments. City understands that long term assurances
by City concerning fees, taxes and assessments were a material consideration for Developer
agreeing to enter this Agreement and to pay long term fees, taxes and assessments described in
this Agreement. City shall retain the ability to initiate or process applications for the formation of
new assessment districts covering all or any portion of the Project Site, provided that if an
assessment district is lawfully formed to provide funding for services, improvements, maintenance
or facilities which are substantially the same as those services, improvements, maintenance or
facilities being funded by the fees or assessments to be paid by Developer under the Project
Approvals or this Agreement, such fees or assessments to be paid by Developer shall be subject to
reduction/credit in an amount equal to Developer’s new or increased assessment under the
assessment district. Alternatively, the new assessment district shall reduce/credit Developer’s new
assessment in an amount equal to such fees or assessments to be paid by Developer under the
Project Approvals or this Agreement. Nothing herein shall modify or limit Developer’s right to
oppose the formation or proposed assessment of any new assessment district or increased
assessment.
STANDARDS, LAWS AND PROCEDURES GOVERNING THE PROJECT
6.1 Vested Right to Develop. Developer shall have a vested right to develop the
Project on the Project Site in accordance with the terms and conditions of this Agreement and the
Project Approvals. Nothing in this section shall be deemed to eliminate or diminish the
requirement of Developer to obtain any required Subsequent Approvals.
6.2 Permitted Uses Vested by This Agreement. The permitted uses of the Project
Site; the density and intensity of use of the Project Site; the maximum height, bulk, and size of
proposed buildings; provisions for reservation or dedication of land for public purposes and the
location of public improvements; the general location of public utilities; and other terms and
conditions of development applicable to the Project, shall be as set forth in the Project Approvals
and, as and when they are issued (but not in limitation of any right to develop as set forth in the
9
Project Approvals), the Subsequent Approvals, provided, however, that no further design review
or other discretionary approvals or public hearings shall be required except for review of minor
changes to the Project Approvals by the Chief Planner as provided in this Agreement.
6.3 Applicable Law. The rules, regulations, official policies, standards and
specifications applicable to the Project (the “Applicable Law”) shall be those set forth in this
Agreement and the Project Approvals, and, with respect to matters not addressed by this
Agreement or the Project Approvals, those rules, regulations, official policies, standards and
specifications (including City ordinances and resolutions) governing permitted uses, building
locations, timing of construction, densities, design, heights, fees, exactions, and taxes in force and
effect on the Effective Date of this Agreement.
6.4 Uniform Codes. City may apply to the Project Site, at any time during the Term,
then current Uniform Building Code and other uniform construction codes, and City’s then current
design and construction standards for road and storm drain facilities (if applicable), provided any
such uniform code or standard has been adopted and uniformly applied by City on a citywide basis
and provided that no such code or standard is adopted for the purpose of preventing or otherwise
limiting construction of all or any part of the Project.
6.5 No Conflicting Enactments. Except as authorized in Section 6.9, City shall not
impose on the Project (whether by action of the City Council or by initiative, referendum or other
means) any ordinance, resolution, rule, regulation, standard, directive, condition or other measure
(each individually, a “City Law”) that is in conflict with Applicable Law, the Project Approvals
or this Agreement or that reduces the development rights or assurances provided by this
Agreement. Without limiting the generality of the foregoing, any City Law shall be deemed to
conflict with Applicable Law, Project Approvals or this Agreement or reduce the development
rights provided hereby if it would accomplish any of the following results, either by specific
reference to the Project or as part of a general enactment which applies to or affects the Project:
(a) Change any land use designation or permitted use of the Project Site;
(b) Limit or control the availability of public utilities, services, or facilities, or
any privileges or rights to public utilities, services, or facilities (for example, water rights, water
connections or sewage capacity rights, sewer connections, etc.) for the Project;
(c) Limit or control the location of buildings, structures, grading, or other
improvements of the Project in a manner that is inconsistent with or more restrictive than the
limitations included in the Project Approvals or the Subsequent Approvals (as and when they are
issued);
(d) Limit or control the rate, timing, phasing, or sequencing of the approval,
development or construction of all or any part of the Project in any manner;
(e) Result in Developer having to substantially delay construction of the Project
or require the issuance of additional permits or approvals by the City other than those required by
Applicable Law;
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(f) Establish, enact, increase, or impose against the Project or Project Site any
fees, taxes (including without limitation general, special and excise taxes but excluding any
increased local sales tax or increases city business license tax), assessments, liens or other
monetary obligations (including generating demolition permit fees, encroachment permit and
grading permit fees) other than those specifically permitted by this Agreement, those fees in effect
at the time of issuance of the building permit, or other connection fees imposed by third party
utilities;
(g) Impose against the Project any condition, dedication or other exaction not
specifically authorized by Applicable Law;
(h) Limit the processing or procuring of applications and approvals of
Subsequent Approvals; or,
(i) Establish, enact, increase, or impose against the Project or Project Site any
requirement that would materially increase Developer’s total cost associated with processing and
constructing the Project as contemplated in the Project Approvals.
6.6 Initiatives and Referenda.
(a) If any City Law is enacted or imposed by initiative or referendum, or by the
City Council directly or indirectly in connection with any proposed initiative or referendum, which
City Law would conflict with Applicable Law, the Project Approvals or this Agreement or reduce
the development rights provided by this Agreement, such Law shall not apply to the Project.
(b) Except as authorized in Section 6.9, without limiting the generality of any
of the foregoing, no moratorium or other limitation (whether relating to the rate, timing, phasing
or sequencing of development) affecting subdivision maps, building permits or other entitlements
to use that are approved or to be approved, issued or granted within the City, or portions of the
City, shall apply to the Project.
(c) To the maximum extent permitted by law, City shall prevent any City Law
from invalidating or prevailing over all or any part of this Agreement, and City shall cooperate
with Developer and shall undertake such actions as may be necessary to ensure this Agreement
remains in full force and effect.
(d) Notwithstanding any other remedy provided to Developer in this
Agreement, City and Developer each reserves the right to challenge in court any City Law that
would conflict with Applicable Law, the Project Approvals or this Agreement or reduce the
development rights provided by this Agreement.
6.7 Environmental Mitigation. The parties understand that the DSASP EIR was
intended to be used in connection with each of the Project Approvals and Subsequent Approvals
needed for the Project. Consistent with the CEQA policies and requirements applicable to the
DSASP EIR, City agrees to use the DSASP EIR in connection with the processing of any
Subsequent Approval to the maximum extent allowed by law and not to impose on the Project any
mitigation measures or conditions of approval other than those specifically imposed by the Project
Approvals and DSASP EIR, or specifically required by CEQA or other Applicable Law.
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6.8 Life of Subdivision Maps, Development Approvals, and Permits. The term of
any subdivision map or any other map, permit, rezoning, or other land use entitlement approved
as a Project Approval or Subsequent Approval shall automatically be extended for the longer of
the duration of Developer’s processing and development of the Project, the Term of this
Agreement (including any extensions) or the term otherwise applicable to such Project Approval
or Subsequent Approval if this Agreement is no longer in effect. The foregoing shall not include
any period of time during which a development moratorium (including, but not limited to, a water
or sewer moratorium or water and sewer moratorium) or the actions of other public agencies that
regulate land use, development or the provision of services to the land, prevents, prohibits or delays
the construction of the Project or a lawsuit involving any such development approvals or permits
is pending.
6.9 State and Federal Law. As provided in Government Code section 65869.5, this
Agreement shall not preclude the application to the Project of changes in laws, regulations, plans
or policies, to the extent that such changes are specifically mandated and required by changes in
state or federal laws or regulations. Not in limitation of the foregoing, nothing in this Agreement
shall preclude City from imposing on Developer any fee specifically mandated and required by
state or federal laws and regulations.
6.10 Prevailing Wage. Developer shall pay, or cause to be paid, prevailing wages, for
all construction work required or undertaken pursuant or under this Agreement. For the purposes
of this Agreement, “prevailing wages” means not less than the general prevailing rate of per diem
wages, as defined in Section 1773 of the California Labor Code and Subchapter 3 of Chapter 8,
Division 1, Title 8 of the California Code of Regulations (Section 16000 et seq.), and as established
by the Director of the California Department of Industrial Relations (“DIR”) for the respective
craft classification. In any case where the prevailing wage is established by the DIR, the general
prevailing rate of per diem wages shall be adjusted annually in accordance with the established
rate in effect as of such date. In furtherance of Developer’s obligation to pay prevailing wages,
addition, and regardless of whether required by all applicable state and federal laws, rules and
regulations, Developer and its contractors and agents shall comply with California Labor Code
Section 1720 et seq. and the regulations adopted pursuant thereto (“Prevailing Wage Laws”), and
shall be responsible for carrying out the requirements of such provisions. Developer shall submit
to City a plan for monitoring payment of prevailing wages that includes providing original payrolls
to the Labor Compliance Officer at the City’s Office of Economic Development and Housing, and
shall implement such plan at Developer’s expense.
To the fullest extent permitted by law, Developer shall indemnify, defend (with counsel
approved by City) and hold the City, and their respective elected and appointed officers, officials,
employees, agents, consultants, and contractors (collectively, the “Indemnitees”) harmless from
and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs
of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty,
deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or
indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are
alleged to be caused by, arise in connection with, or relate to, the payment or requirement of
payment of prevailing wages (including without limitation, all claims that may be made by
contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726
and 1781), the failure to comply with any Prevailing Wage Laws, or any act or omission of
12
Developer related to this Agreement with respect to the payment or requirement of payment of
prevailing wages, whether or not any insurance policies shall have been determined to be
applicable to any such Claims. It is further agreed that the City does not and shall not waive any
rights against Developer which they may have by reason of this indemnity and hold harmless
agreement because of the acceptance by the City, or Developer’s deposit with the City of any of
the insurance policies described in this Agreement. The provisions of this Section 6.10 shall
survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of
Completion for the Project. Developer’s indemnification obligations set forth in this section shall
not apply to Claims arising solely from the gross negligence or willful misconduct of the
Indemnitees.
6.11 Timing of Project Construction and Completion. This project shall, at all times,
be constructed in a manner consistent with the Schedule of Performance, attached hereto as
Exhibit E.
6.12 No Condominium Conversion. City acknowledges and agrees that the residential
component of the Project, other than the Below Market Rate (BMR) units, is proposed for,
approved as, and will be constructed as market-rate rental housing. Developer shall not convert
the residential units in the Project to condominium or cooperative ownership or sell condominium
or cooperative rights to the residential portion of the Project or any part thereof unless Developer
obtains the City's consent and meets the City’s affordability requirements in effect at the time. City
prior written consent shall be required with respect to the sale or condominium conversion of the
retail/commercial portion of the Project or any part thereof, and shall not be unreasonably
withheld, conditioned or delayed provided that Developer meets all applicable requirements.
6.13 Commercial Project. Developer hereby agrees to abide by the following terms
with respect to the commercial portion of the Grand Project:
(a) Within seventeen (17) months after the start of construction, Developer
shall enter into an agreement with a qualified commercial broker to lease the commercial and retail
space to be constructed in the Grand Project.
(b) Within the following 30 days following execution of the broker agreement,
and every 30 days thereafter, Developer shall provide a retail leasing progress report that shows
the tenants contacted, tenant contact information, and the results of such contact.
(c) Developer shall grant a right of first refusal to prior tenants Ben Tre and
Moms Tofu House.
(d) The commercial retail space shall be constructed in a manner that is
consistent with all applicable zoning regulations. Further, Developer shall employ Good Faith
Efforts to occupy ground floor retail space with restaurants or other active retail tenant. Personal
and financial services, offices, medical clinics and other similar uses are not permitted. For the
purposes of this section, Good Faith Efforts shall constitute detailed progress reports from
Developer’s broker that outline the companies contacted, contact name, dates and times of
meetings, and any follow-up outreach. If, after Good Faith Efforts by Developer, securing one of
the foregoing preferred uses with a signed lease or Letter of Intent for the ground floor retail space
13
is shown to be infeasible, Developer and City agree to meet and confer regarding the additional
permissible uses for the ground floor retail space. The City shall not issue Certificates of
Occupancy for the Project’s residential units until Developer provides executed retail leases for
the foregoing preferred uses of ground floor retail space, or until Developer provides Basic
Improvements to ground floor retail space. For the purposes of this section, Basic Improvements
shall be defined as access to mechanical, electrical and plumbing connections, which must include
access to drain and waste; to heating, ventilation and air conditioning (HVAC); to electrical
subpanels; and to floor slabs, at four locations throughout the retail space for future use.
6.14 Project Screening. Developer will provide screening during construction that
depicts a project rendering with contact details that refer people to a website/company that will
provide them more information on the development.
6.15 Construction Pursuant to Plans. Buyer and its contractor(s) shall construct the
Project in accordance with the approved Construction Plans and the Project Approvals. Developer
shall comply with all directions, rules and regulations of any fire marshal, health officer, building
inspector or other officer of every governmental agency having jurisdiction over the Project. Each
element of the work shall proceed only after procurement of each permit, license or other
authorization that may be required for such element by any governmental agency having
jurisdiction. All design and construction work on the Project shall be performed by licensed
contractors, engineers or architects, as applicable.
6.16 City Disclaimer. Developer acknowledges that the City is under no obligation, and
does not undertake or assume any responsibility or duty to Developer or to any third party, to in
any manner review, supervise, or inspect the progress of construction or the operation of the
Project. Developer and all third parties shall rely entirely upon its or their own supervision and
inspection in determining the quality and suitability of the materials and work, the performance of
architects, subcontractors, and material suppliers, and all other matters relating to the construction
and operation of the Project. Any review or inspection undertaken by the City is solely for the
purpose of determining whether Developer is properly discharging its obligations under this
Agreement, and shall not be relied upon by Developer or any third party as a warranty or
representation by the City as to the quality of the design or rehabilitation of the improvements or
otherwise.
ARTICLE 7
AMENDMENT
7.1 Amendment. To the extent permitted by state and federal law, any Project
Approval or Subsequent Approval may, from time to time, be amended or modified in the
following manner:
(a) Administrative Project Amendments. Upon the written request of
Developer for an amendment or modification to a Project Approval or Subsequent Approval, the
Chief Planner or his/her designee shall reasonably determine at his or her sole discretion:
(i) whether the requested amendment or modification is minor when considered in light of the
Project as a whole; and (ii) whether the requested amendment or modification is consistent with
14
this Agreement and Applicable Law. If the Chief Planner or his/her designee finds that the
proposed amendment or modification is minor, consistent with this Agreement and Applicable
Law, and will result in no new significant impacts not addressed and mitigated in the DSASP EIR,
the amendment shall be determined to be an “Administrative Project Amendment” and the Chief
Planner or his designee may, except to the extent otherwise required or prohibited by Applicable
Law or this Agreement, and only after making the findings required by this subsection (a), approve
the Administrative Project Amendment without notice and public hearing. Without limiting the
generality of the foregoing, lot line adjustments, minor alterations in vehicle circulation patterns
or vehicle access points, location of parking stalls on the site, number of required parking stalls if
city development standards allow, substitutions of comparable landscaping for any landscaping
shown on any final development plan or landscape plan, variations in the location of structures
that do not substantially alter the design concepts of the Project, location or installation of utilities
and other infrastructure connections or facilities that do not substantially alter the design concepts
of the Project, and minor adjustments to the Project Site diagram or Project Site legal description
shall be treated as Administrative Project Amendments.
(b) Non-Administrative Project Amendments. Any request by Developer for an
amendment or modification to a Project Approval or Subsequent Approval which is determined
not to be an Administrative Project Amendment as set forth above shall be subject to review,
consideration and action pursuant to the Applicable Law and this Agreement.
7.2 Amendment of this Agreement. This Agreement may be amended from time to
time, in whole or in part, by mutual written consent of the parties hereto or their successors in
interest, as follows:
(a) Administrative Agreement Amendments. Any amendment to this
Agreement which the City determines is minor and does not substantially affect (i) the Term of
this Agreement and Schedule of Performance, (ii) permitted uses of the Project Site,
(iii) provisions for the reservation or dedication of land, (iv) conditions, terms, restrictions, or
requirements for subsequent discretionary actions, (v) the density or intensity of use of the Project
Site or the maximum height or size of proposed buildings or (vi) monetary contributions by
Developer, shall be considered an “Administrative Agreement Amendment” and shall not,
except to the extent otherwise required by law, require notice or public hearing before the parties
may execute an amendment hereto. Such amendment may be approved by City resolution.
(b) Other Agreement Amendments. Any amendment to this Agreement that the
City does not find to be an Administrative Agreement Amendment as defined in 7.2 (a) shall be
subject to approval by the City Council (by ordinance) following a duly noticed public hearing
before City Council, consistent with Government Code sections 65867 and 65867.5.
(c) Amendment Exemptions. No amendment of a Project Approval or
Subsequent Approval, or a Subsequent Approval shall require an amendment to this Agreement.
Instead, any such matter automatically shall be deemed to be incorporated into the Project and
vested under this Agreement.
ARTICLE 8
ASSIGNMENT, TRANSFER AND NOTICE
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8.1 Assignment and Transfer.
(i) Developer may not transfer or assign all or any portion of its interests, rights, or
obligations under the Agreement and the Project approvals to third parties prior to the issuance of
a certificate of occupancy for the portion of the Project to be transferred. Notwithstanding any
other provision of this Agreement to the contrary, prior to the issuance of the certificate of
occupancy, each of following Transfers are permitted and shall not require City consent under
Section 8.1(ii):
(a) Any transfer for financing purposes to secure the funds necessary for
construction and/or permanent financing of the Project;
(b) An assignment of this Agreement, or a portion thereof, to an Affiliate of
Developer;
(c) The sale of one or more of the completed residential units to an occupant
thereof;
(d) Transfers of common area to a homeowners or property owners association;
and
(e) Dedications and grants of easements and rights of way required in
accordance with the Project Approvals.
For the purposes of this Section 8.1(i), “Affiliate of Developer” means: an entity or person
that Developer is a member of, contains one or more of the principal members or shareholders of
Developer, or that is directly or indirectly controlling, controlled by, or under common control
with Developer. For the purposes of this definition, “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of an entity
or a person, whether through the ownership of voting securities, by contract, or otherwise, and the
terms “controlling” and “controlled” have the meanings correlative to the foregoing.
(ii) Upon issuance of the certificate of occupancy, Developer and/or an Affiliate of
Developer may freely transfer or assign all or any portion of its interests, rights, or obligations
under the Agreement, or its ownership interest in the Project, to third parties for that portion of the
Project for which a certificate of occupancy has been issued.
ARTICLE 9
COOPERATION IN THE EVENT OF LEGAL CHALLENGE
9.1 Cooperation. In the event of any administrative, legal, or equitable action or other
proceeding instituted by any person not a party to the Agreement challenging the validity of any
provision of the Agreement or any Project approval, the parties will cooperate in defending such
action or proceeding. City shall promptly notify Developer of any such action against City. If City
fails promptly to notify Developer of any legal action against City or if City fails to cooperate in
the defense, Developer will not thereafter be responsible for City’s defense. The parties will use
best efforts to select mutually agreeable legal counsel to defend such action, and Developer will
pay compensation for such legal counsel (including City Attorney time and overhead for the
16
defense of such action), but will exclude other City staff overhead costs and normal day-to-day
business expenses incurred by City. Developer’s obligation to pay for legal counsel will extend to
fees incurred on appeal. In the event City and Developer are unable to select mutually agreeable
legal counsel to defend such action or proceeding, each party may select its own legal counsel and
Developer will pay its and the City’s legal fees and costs. Developer shall reimburse City for all
reasonable court costs and attorneys’ fees expended by the City in defense of any such action or
other proceeding or payable to any prevailing plaintiff/petitioner.
9.2 Reapproval. If, as a result of any administrative, legal, or equitable action or other
proceeding, all or any portion of the Agreement or the Project approvals are set aside or otherwise
made ineffective by any judgment in such action or proceeding (“Judgment”), based on
procedural, substantive or other deficiencies (“Deficiencies”), the parties will use their respective
best efforts to sustain and reenact or readopt the Agreement, and/or the Project approvals, that the
Deficiencies related to, unless the Parties mutually agree in writing to act otherwise:
(a) If any Judgment requires reconsideration or consideration by City of the
Agreement or any Project approval, then the City will consider or reconsider that matter in a
manner consistent with the intent of the Agreement and with Applicable Law. If any such
Judgment invalidates or otherwise makes ineffective all or any portion of the Agreement or Project
approval, then the parties will cooperate and will cure any Deficiencies identified in the Judgment
or upon which the Judgment is based in a manner consistent with the intent of the Agreement, the
Project Approvals and with Applicable Law. City will then consider readopting or reenacting the
Agreement, or the Project approval, or any portion thereof, to which the Deficiencies related.
(b) Acting in a manner consistent with the intent of the Agreement and the
Project Approvals includes, but is not limited to, recognizing that the parties intend that Developer
may develop the Project as described in the Agreement and Project Approvals, and adopting such
ordinances, resolutions, and other enactments as are necessary to readopt or reenact all or any
portion of the Agreement or Project Approvals without contravening the Judgment.
ARTICLE 10
DEFAULT; REMEDIES; TERMINATION
10.1 Defaults. Any failure by either party to perform any term or provision of the
Agreement, which failure continues uncured for a period of thirty (30) days following written
notice of such failure from the other party (unless such period is extended by mutual written
consent), will constitute a default under the Agreement. Any notice given will specify the nature
of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may
be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such
30-day period, then the commencement of the cure within such time period, and the diligent
prosecution to completion of the cure thereafter, will be deemed to be a cure within such 30-day
period. Upon the occurrence of a default under the Agreement, the non-defaulting party may
institute legal proceedings to enforce the terms of the Agreement, or in the event of a material
default terminate the Agreement, each in the non-defaulting party’s sole discretion. If the default
is timely cured, then no default will exist and the noticing party shall take no further action.
17
10.2 Termination. If City elects to consider terminating the Agreement due to a material
uncured default of Developer, then City will give a notice of intent to terminate the Agreement
and the matter will be scheduled for consideration and review by the City Council at a duly noticed
and conducted public hearing. Developer will have the right to offer written and oral evidence
prior to or at the time of said public hearings. If the City Council determines that a material default
has occurred and is continuing, and elects to terminate the Agreement, City will give written notice
of termination of the Agreement to Developer by certified mail and the Agreement will thereby be
terminated ten (10) days thereafter. City shall cease all work, and incurring fees on Developer’s
behalf upon the date it delivers its notice of intent to terminate the Agreement to Developer.
10.3 Enforced Delay; Extension of Time of Performance. Subject to the limitations
set forth below, performance by either party hereunder shall not be deemed to be in default, and
all performance and other dates specified in this Agreement, the Schedule of Performance, and
the PSAs shall be extended, where delays are due to: war; insurrection; strikes and labor disputes;
lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy;
epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority;
litigation and arbitration, including court delays; legal challenges to this Agreement, the PSA, the
Project Approvals, or any other approval required for the Project or any initiatives or referenda
regarding the same; environmental conditions, pre-existing or discovered, delaying the
construction or development of the Property or any portion thereof; unusually severe weather but
only to the extent that such weather or its effects (including, without limitation, dry out time) result
in delays that cumulatively exceed thirty (30) days for every winter season occurring after
commencement of construction of the Project; acts or omissions of the other party; or acts or
failures to act of any public or governmental agency or entity (except that acts or failures to act of
City shall not excuse performance by City); moratorium; or a Severe Economic Recession (each a
“Force Majeure Delay”). An extension of time for any such cause shall be for the period of the
enforced delay and shall commence to run from the time of the commencement of the cause, if
Notice by the party claiming such extension is sent to the other party within sixty (60) days of the
commencement of the cause. If Notice is sent after such sixty (60) day period, then the extension
shall commence to run no sooner than sixty (60) days prior to the giving of such Notice. Times of
performance under this Agreement may also be extended in writing by the mutual agreement of
City and Developer. Developer’s inability or failure to obtain financing or otherwise timely satisfy
shall not be deemed to be a cause outside the reasonable control of the Developer and shall not be
the basis for an excused delay unless such inability, failure or delay is a direct result of a Severe
Economic Recession. “Severe Economic Recession” means a decline in the monetary value of all
finished goods and services produced in the United States, as measured by initial quarterly
estimates of United States Gross Domestic Product (“GDP”) published by the United States
Department of Commerce Bureau of Economic Analysis (and not subsequent monthly revisions),
lasting more than four (4) consecutive calendar quarters. Any quarter of flat or positive GDP
growth shall end the period of such Severe Economic Recession.
10.5 Legal Action. Either party may institute legal action to cure, correct, or remedy
any default, enforce any covenant or agreement in the Agreement, enjoin any threatened or
attempted violation thereof, and enforce by specific performance the obligations and rights of the
parties thereto. Except for a Developer Default that the City elects to remedy through the exercise
of section 10.5.1, the sole and exclusive remedy for any default or violation of the Agreement will
be specific performance. In any proceeding brought to enforce the Agreement, the prevailing party
18
will be entitled to recover from the unsuccessful party all costs, expenses and reasonable attorney’s
fees incurred by the prevailing party in the enforcement proceeding.
10.5.1 Completion Guaranty. As a condition to close of escrow, Developer has
provided City with an executed a guaranty of completion of the Project in accordance with the
terms of this Agreement, substantially in the form of Exhibit F ("Completion Guaranty") attached
hereto. Upon the occurrence of a Default by Developer based on failure to comply with the Project
Schedule of Performance, attached hereto as Exhibit E, City’s remedies shall include but are not
limited to: exercise of the completion guarantee, as applicable, the transfer of all plans and reports
specified in Section 10.11, as well as all other remedies set forth in this Agreement.
10.6 Periodic Review.
(a) Conducting the Periodic Review. Throughout the Term of this Agreement,
at least once every twelve (12) months following the Effective Date or more often as may be
required pursuant to section 19.60.185 of the SSFMC, City shall review the extent of good-faith
compliance by Developer with the terms of this Agreement. This review (“Periodic Review”)
shall be conducted by the Chief Planner or his/her designee and shall be limited in scope to
compliance with the terms of this Agreement pursuant to Government Code section 65865.1.
(b) Notice. At least thirty (30) days prior to the Periodic Review, and in the
manner prescribed in Section 11.9 of this Agreement, City shall deposit in the mail to Developer
a copy of any staff reports and documents to be used or relied upon in conducting the review and,
to the extent practical, related exhibits concerning Developer’s performance hereunder. Developer
shall be permitted an opportunity to respond to City’s evaluation of Developer’s performance,
either orally at a public hearing or in a written statement, at Developer’s election. Such response
shall be made to the Chief Planner.
(c) Good Faith Compliance. During the Periodic Review, the Chief Planner
shall review Developer’s good-faith compliance with the terms of this Agreement. At the
conclusion of the Periodic Review, the Chief Planner shall make written findings and
determinations, on the basis of substantial evidence, as to whether or not Developer has complied
in good faith with the material terms and conditions of this Agreement. The decision of the Chief
Planner shall be appealable to the City Council. If in the Chief Planner’s good faith determination
based on substantial evidence the Chief Planner finds and determines that Developer has not
complied with such terms and conditions, the Chief Planner may recommend to the City Council
that it terminate or modify this Agreement by giving notice of its intention to do so, in the manner
set forth in Government Code sections 65867 and 65868, provided City has first complied with
the provisions of Section 101. And 10.2 affording Developer both notice and opportunity to cure.
The costs incurred by City in connection with the Periodic Review process described herein shall
be borne by Developer.
(d) Failure to Properly Conduct Periodic Review. If City fails, during any
calendar year, to either: (i) conduct the Periodic Review or (ii) timely notify Developer in writing
of City’s determination, pursuant to a Periodic Review, as to Developer’s compliance with the
terms of this Agreement and such failure remains uncured as of December 31 of any year during
19
the term of this Agreement, such failure shall be conclusively deemed an approval by City of
Developer’s compliance with the terms of this Agreement.
(e) Written Notice of Compliance. With respect to any year for which
Developer has been determined or deemed to have complied with this Agreement, City shall,
within thirty (30) days following City’s review, provide Developer with a written notice of
compliance, in recordable form, duly executed and acknowledged by City. Developer shall have
the right, in Developer’s sole discretion, to record such notice of compliance.
10.7 California Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of California. Any action to enforce or interpret this Agreement shall be
filed and heard in the Superior Court of San Mateo County, California.
10.8 Resolution of Disputes. With regard to any dispute involving development of the
Project, the resolution of which is not provided for by this Agreement or Applicable Law,
Developer shall, at City’s request, meet with City. The parties to any such meetings shall attempt
in good faith to resolve any such disputes for a period not exceeding thirty (30) days. Nothing in
this section shall in any way be interpreted as requiring that Developer and City and/or City’s
designee reach agreement within said thirty (30) days with regard to those matters being addressed,
nor shall the outcome of these meetings be binding in any way on City or Developer unless
expressly agreed to by the parties to such meetings.
10.9 Attorneys’ Fees. In any legal action or other proceeding brought by either party to
enforce or interpret a provision of this Agreement, the prevailing party is entitled to reasonable
attorneys’ fees and any other costs incurred in that proceeding in addition to any other relief to
which it is entitled.
10.10 Hold Harmless. Developer shall hold City and its elected and appointed officers,
agents, employees, and representatives harmless from claims, costs, and liabilities for any personal
injury, death, or property damage which is a result of, or alleged to be the result of, the construction
of the Project or of operations performed under this Agreement by Developer, or by Developer’s
contractors, subcontractors, agents or employees, whether such operations were performed by
Developer or any of Developer’s contractors, Developer’s contractors, subcontractors, agents or
employees. Nothing in this section shall be construed to mean that Developer shall hold City
harmless from any claims of personal injury, death or property damage arising from, or alleged to
arise from, any gross negligence or willful misconduct on the part of City, its elected and appointed
representatives, offices, agents and employees.
10.11 Construction Plans. If this Agreement is terminated for any reason other than
City’s non-performance, Developer, at no cost to the City, shall deliver to the City copies of any
studies, surveys, plans, specifications and reports and construction plans, BCD's (including
OMR's) in the Developer’s possession or in the possession of the Developer’s consultants related
to development of the Project on the Property. In the event the City terminates the Agreement
pursuant to Section 10.2, the City shall have sole rights to the studies, surveys, plans,
specifications and reports and construction plans, BCD's (including OMR's) in the Developer’s
possession or in the possession of the Developer’s consultants related to development of the
20
Project on the Property, and the City shall have right to utilize such plans or studies, and/or
assign the plans to a successor in interest with the intent to develop the Project.
ARTICLE 11
MISCELLANEOUS
11.1 Incorporation of Recitals and Introductory Paragraph. The Recitals contained
in this Agreement, and the introductory paragraph preceding the Recitals, are hereby incorporated
into this Agreement as if fully set forth herein.
11.2 No Agency. It is specifically understood and agreed to by and between the parties
hereto that: (i) the subject development is a private development; (ii) City has no interest or
responsibilities for, or duty to, third parties concerning any improvements until such time, and only
until such time, that City accepts the same pursuant to the provisions of this Agreement or in
connection with the various Project Approvals or Subsequent Approvals; (iii) Developer shall have
full power over and exclusive control of the Project herein described, subject only to the limitations
and obligations of Developer under this Agreement, the Project Approvals, Subsequent Approvals,
and Applicable Law; and (iv) City and Developer hereby renounce the existence of any form of
agency relationship, joint venture or partnership between City and Developer and agree that
nothing contained herein or in any document executed in connection herewith shall be construed
as creating any such relationship between City and Developer.
11.3 Enforceability. City and Developer agree that unless this Agreement is amended
or terminated pursuant to the provisions of this Agreement, this Agreement shall be enforceable
by any party hereto notwithstanding any change hereafter enacted or adopted (whether by
ordinance, resolution, initiative, or any other means) in any applicable general plan, specific plan,
zoning ordinance, subdivision ordinance, or any other land use ordinance or building ordinance,
resolution or other rule, regulation or policy adopted by City that changes, alters or amends the
rules, regulations, and policies applicable to the development of the Project Site at the time of the
approval of this Agreement as provided by Government Code section 65866.
11.4 Severability. If any term or provision of this Agreement, or the application of any
term or provision of this Agreement to a particular situation, is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this
Agreement, or the application of this Agreement to other situations, shall continue in full force and
effect unless amended or modified by mutual consent of the parties. Notwithstanding the
foregoing, if any material provision of this Agreement, or the application of such provision to a
particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in
their sole and absolute discretion) terminate this Agreement by providing written notice of such
termination to the other party.
11.5 Other Necessary Acts. Each party shall execute and deliver to the other all such
other further instruments and documents as may be reasonably necessary to carry out the Project
Approvals, Subsequent Approvals and this Agreement and to provide and secure to the other party
the full and complete enjoyment of its rights and privileges hereunder.
21
11.6 Construction. Each reference in this Agreement or any of the Project Approvals
or Subsequent Approvals shall be deemed to refer to the Agreement, Project Approval, or
Subsequent Approval as it may be amended from time to time, whether or not the particular
reference refers to such possible amendment. This Agreement has been reviewed and revised by
legal counsel for both City and Developer, and no presumption or rule that ambiguities shall be
construed against the drafting party shall apply to the interpretation or enforcement of this
Agreement.
11.7 Other Miscellaneous Terms. The singular shall include the plural; the masculine
gender shall include the feminine; “shall” is mandatory; “may” is permissive. If there is more than
one signer of this Agreement, the signer obligations are joint and several.
11.8 Covenants Running with the Land. All of the provisions contained in this
Agreement shall be binding upon the parties and their respective heirs, successors and assigns,
representatives, lessees, and all other persons acquiring all or a portion of the Project, or any
interest therein, whether by operation of law or in any manner whatsoever. All of the provisions
contained in this Agreement shall be enforceable as equitable servitudes and shall constitute
covenants running with the land pursuant to California law including, without limitation, Civil
Code section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a
burden upon the Project, as appropriate, runs with the Project Site, and is binding upon the owner
of all or a portion of the Project Site and each successive owner during its ownership of such
property.
11.9 Notices. Any notice or communication required hereunder between City or
Developer must be in writing, and may be given either personally, by e-mail (with original
forwarded by regular U.S. Mail), by registered or certified mail (return receipt requested), or by
Federal Express or other similar courier promising overnight delivery. If personally delivered, a
notice shall be deemed to have been given when delivered to the party to whom it is addressed. If
given by email transmission, a notice or communication shall be deemed to have been given and
received upon actual physical receipt of the entire document by the receiving party. Notices
transmitted after 5:00 p.m. on a normal business day or on a Saturday, Sunday, or holiday shall be
deemed to have been given and received on the next normal business day. If given by registered
or certified mail, such notice or communication shall be deemed to have been given and received
on the first to occur of: (i) actual receipt by any of the addressees designated below as the party to
whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing
such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If
given by Federal Express or similar courier, a notice or communication shall be deemed to have
been given and received on the date delivered as shown on a receipt issued by the courier. Any
party hereto may at any time, by giving ten (10) days written notice to the other party hereto,
designate any other address in substitution of the address to which such notice or communication
shall be given. Such notices or communications shall be given to the parties at their addresses set
forth below:
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If to City, to: City of South San Francisco
400 Grand Avenue
Attn: City Manager
South San Francisco, CA 94080
Phone: (650) 877-8500
Fax: (650) 829-6609
With a Copy to: City of South San Francisco
400 Grand Avenue
Attn: ECD Director
South San Francisco, CA 94080
Phone: (650) 829-6622
Fax: (650) 829-6609
alex.greenwood@ssf.net
With a Copy to: Meyers Nave
Attn: Jason Rosenberg
555 12th Street, Suite 1500
Oakland, CA 94607
Tel (510) 808-2000
Fax (510) 444-1108
Email jrosenberg@meyersnave.com
If to Developer: ROEM Development Corporation
1650 Lafayette Street
Santa Clara, CA 95050
Attention: Alex Sanchez
Telephone: (408) 984-5600
Email: asanchez@roemcorp.com
With Copies to: Situs Law, PC
Attn: Summer Ludwick, Esq.
10 Almaden Blvd., Suite 1250
San Jose, CA 95113
Telephone: (408) 299-0100
Email: sludwick@situslaw.com
11.10 Entire Agreement, Counterparts And Exhibits. This Agreement is executed in
two (2) duplicate counterparts, each of which is deemed to be an original. This Agreement consists
of 21 pages and five (5) exhibits which constitute in full, the final and exclusive understanding and
agreement of the parties and supersedes all negotiations or previous agreements of the parties with
respect to all or any part of the subject matter hereof. All waivers of the provisions of this
Agreement shall be in writing and signed by the appropriate authorities of City and the Developer.
The following exhibits are attached to this Agreement and incorporated herein for all purposes:
Exhibit A: Description and Diagram of Project Site
23
Exhibit B: List of Project Approvals
Exhibit C: Form of Linden Affordable Housing Agreement
Exhibit D: Form of Grand Affordable Housing Agreement
Exhibit E: Project Schedule of Performance
Exhibit F: Form of Completion Guaranty
11.11 Recordation Of Development Agreement. Pursuant to Government Code
section 65868.5, no later than ten (10) days after City enters into this Agreement, the City Clerk
shall record an executed copy of this Agreement in the Official Records of the County of San
Mateo.
IN WITNESS WHEREOF, this Agreement has been entered into by and between
Developer and City as of the day and year first above written.
CITY
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By: ___________________________
Name: ______________________
City Manager
ATTEST:
By: ___________________________
City Clerk
APPROVED AS TO FORM:
By: ___________________________
City Attorney
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DEVELOPER
ROEM DEVELOPMENT CORPORATION
a California Corporation
By:
By:_______________________
A-1
Exhibit A
Description and Diagram of Linden Project Site
The site is bounded by Lux Avenue to the north, Linden Avenue to the west, and Tamarack
Avenue to the south.
Project Name Linden Project Address 418 Linden APN 012-314-010 Owner City of South San Francisco Area 14,000 sq. ft. / 0.32 acres Zoning Downtown Transit Core (DTC) Current Use Parking Lot
A-2
Description and Diagram of Grand Project Site
Project
Name
Grand Project Addresses 201-219 Grand Avenue APNs 012-316-110 012-316-100 012-316-090 012-316-080 Owner City of South San Francisco Area 20,198 square feet (sq. ft.) / 0.46 acres Zoning Grand Avenue Core (GAC) Current Use Parking Lot & Commercial (Restaurant)
The site is bounded by Cypress Avenue to the east, Grand avenue to the north and Third Lane to
the south.
B-1
#39643361_v4
Exhibit B:
List of Project Approvals
Grand Project
• Planning Project: P15-0017
• Use Permit UP15-0003
• Design Review DR15-0016
• Parking Exception PE15-0001
Linden Project
• Planning Project P15-0016
• Use Permit UP15-0002
• Design Review DR15-0015
• Parking Exception PE15-0002
C-1
Exhibit C
Linden Affordable Housing Agreement
[to be provided upon execution]
D-1
Exhibit D
Grand Affordable Housing Agreement
[to be provided upon execution]
E-1
Exhibit E
Project Schedule of Performance
SCHEDULE OF PERFORMANCE
1 50% Construction Drawings (CDs) and Proforma Two (2) months after
Development Agreement
Execution
2 100% CDs submitted for building permits and Updated
Proforma
Four (4) months after DA
execution
3 Construction Financing Secured and Construction
Contract Executed
Five (5) months after DA
execution
4 If building permit application and 100% CDs were
complete in #2, building permit ready for issuance
Six (6) months after DA
execution
5 Close of Escrow and Property Conveyance Six (6) months after DA
execution
6 Construction Start Start within 30 days after
Building permit issuance, but
no later than Seven (7) months
after DA execution
7 Construction Completion Thirty (30) months after DA
execution
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Exhibit F
Form of Completion Guaranty
COMPLETION GUARANTY (LINDEN)
THIS COMPLETION GUARANTY (the “Guaranty”) is made this ___day of
_____________________, 2018 by and between THE CITY OF SOUTH SAN FRANCISCO, a
municipal corporation (“City”) and ____________________________________(“Guarantor”).
RECITALS
A. On _______, _______________________________, a _________ (“Developer”)
acquired the real property commonly known as 418 Linden Avenue, South San
Francisco, California (the “Property”) from the City pursuant to that certain
Purchase and Sale Agreement and Joint Escrow Instructions dated ___, 2017 (the
“PSA”).
B. As set forth in the PSA, Developer is to construct a high-density, 38-unit multi-
family apartment building, eight (8) units of which are required to be made
available at below market rates (the “Linden Project”), pursuant to that certain
Development Agreement dated ______, 2018 between City and Developer (the
“DA”).
C. As a condition precedent to transferring the Property to Developer, the City requires
Guarantor to execute and deliver this Guaranty Guarantying the lien-free
completion of the Linden Project pursuant to, and in accordance with, the DA, and
providing for the performance of other covenants contained herein.
GUARANTY AND AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below,
Guarantor hereby agrees as follows:
1. Guaranty. Subject to the terms and conditions set forth herein, Guarantor
unconditionally and irrevocably guarantees the full and timely performance of Developer’s
obligations under the DA, to construct and complete the Project in accordance with the DA, free
and clear of all mechanics liens.
2. Remedies. If Developer fails to timely perform an of its obligations under the DA with
respect to the construction and completion of the Project, after expiration of any applicable notice
and cure periods, the City, prior to exercising any of its remedies hereunder, shall demand (by
written notice) that Guarantor perform the same on Developer’s behalf. If, within thirty (30) days
after receiving such demand, Guarantor advises the City in writing that Guarantor will commence
and diligently proceed to cure all defaults of Developer under the DA, which by their nature are
capable of being cured by Guarantor, then the DA shall remain in full force and effect, and the
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City shall perform for the benefit of the Guarantor any unperformed obligations of the City under
the DA. If Guarantor fails to respond to City’s written notice, or fails to perform as herein above
provided, the City shall have the following remedies in addition to other remedies expressly
provided herein:
(a) From time to time and without first being required to exhaust any or all
security held by the City, if any, to require performance by the Guarantor of any
obligation to be performed on the part of the Guarantor pursuant to the terms hereof, by
action at law or in equity or both. Nothing herein shall be construed to prohibit the City
from pursuing any remedies under any other agreement, against any person other than the
Guarantor.
(b) If Guarantor does not timely perform its obligations under this Guaranty, the
City, at City’s option, shall have the right to perform any obligation required to be
performed by Guarantor under this Guaranty, which City reasonably deems necessary,
and expend such sums as City reasonably deems proper in order so to complete such
obligation. The amount of any and all reasonable expenditures made by City shall be
immediately due and payable by Guarantor to City, notwithstanding City’s pursuit of any
other rights or remedies.
3. Termination. This Guaranty shall terminate and be of no further force or effect upon
the occurrence of either (i) upon issuance of a final certificate of occupancy for the Project, or
(ii) termination of the DA by either City or Developer in accordance with its own terms.
4. Interest. Any sums required to be paid by the Guarantor to the City pursuant to the
terms hereof that are not paid within thirty (30) days of the date due, shall bear interest at the
prime rate announced by the Bank of America plus three percent (3%), from the date said sums
shall have become due until the date said sums are paid.
5. Consideration. Guarantor acknowledges that the undertakings given hereunder are
given in consideration of the City's conveyance of the Property to Developer pursuant to the PSA
and City’s performance under the DA, and that the City would not convey the Property were it
not for Guarantor’s execution and delivery of this Guaranty.
6. No Waiver, Extension or Modification. No failure on the part of the City to pursue any
remedy hereunder shall constitute a waiver on its part of the right to pursue said remedy on the
basis of the same or a subsequent breach. No extension, modification, amendment or renewal of
the DA shall serve to waive the provisions hereof or discharge the Guarantor from any obligation
herein contained, in whole or in part, except to the extent expressly approved by the City by
written instrument signed by the City, specifying the nature and the extent of the intended waiver
and discharge of the Guarantor.
7. Covenant of Guarantor. Guarantor shall promptly advise the City in writing of any
material adverse change in the business or financial condition of Guarantor.
8. Guaranty Independent; Waiver of Exoneration.
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(a) Guarantor agrees that the obligations hereunder are independent of and in addition to the
undertakings of the Developer pursuant to the DA, any other Guarantees given in
connection with the DA, and other obligations of the Guarantor to the City.
(b) Guarantor agrees that the validity of this Guaranty shall continue and the obligations of
Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by
reason of any bankruptcy, insolvency, reorganization, arrangement, assignment for the
benefit of creditors, receivership or trusteeship affecting the Developer or its partners,
parents, principals, or members whether or not notice is given to the Guarantor, or by any
other circumstances or condition that may grant or result in a discharge, limitation or
reduction of liability of the Developer or its partners, parents, principals, members or of a
surety or a guarantor.
(c) Guarantor waives all rights and remedies accorded by applicable law to guarantors and
agrees not to assert or take advantage of any such rights or remedies including but not
limited to any right to require the City to, after expiration of applicable notice and cure
periods to Developer, (1) proceed against the Developer, any partner or member of the
Developer or any other person, (2) proceed against or exhaust any security held by the
City, or (3) pursue any remedy in the power of the City whatsoever. If Guarantor is liable
pursuant to this Guaranty, Guarantor waives any defense arising by reason of any
disability or other defense of the Developer or any partner or member of the Developer,
or any of their parents, principals, or affiliated entities or by reason of the cessation from
any cause whatsoever of the liability of the Developer or any member or partner of the
Developer, or any of their parents, principals, or affiliated entities other than the full
discharge and performance of all of Developer’s obligations under the DA. Guarantor,
except as expressly set forth herein, waives any defense it may acquire by reason of the
City's election of any remedy against it or the Developer, or both, even though the
Guarantors’ right of subrogation may be impaired thereby or extinguished under the
antideficiency statutes of the State of California. Without limiting the generality of the
foregoing, Guarantor waives (a) any defense that may arise by reason of the lack of
authority or of any other person or persons or the failure of City to file or enforce a claim
against the estate (in administration, bankruptcy, or any other proceeding) of any other
person or persons; (b) demand, protest and notice of any kind including but not limited to
notice of any kind (except for the notice required in Sections 2 and 10 hereof or under the
DA) including but not limited to notice of the existence, creation or incurring of any new
or additional indebtedness or obligation or of any action or nonaction on the part of
Developer, City, any endorser or creditor of Developer or Guarantor or on the part of any
other person whomsoever under this or any other instrument in connection with any
obligation or evidence of indebtedness held by City as collateral or in connection with
any obligations the performance of which are hereby Guaranty; (c) any defense based
upon any statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the principal;
(d) any duty on the part of City to disclose to Guarantor any facts City may now or hereafter
know about Developer, regardless of whether City has reason to believe that any such
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facts materially increase the risk beyond that which Guarantor intended to assume or has
reason to believe that such facts are unknown to Guarantor; (e) any defense arising
because of City's election, in any proceeding instituted under the federal Bankruptcy
Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; and (f)
any defense based on any borrowing or grant of a security interest under Section 364 of
the Federal Bankruptcy Code. Without limiting the generality of the foregoing or any
other provision hereof, Guarantor hereby expressly waives any and all benefits which
might otherwise be available to Guarantor under California Civil Code Sections 2809,
2810, 2819, 2839, 2845, 2849, 2850, 2899, and 3433 and California Code of Civil
Procedure Sections 580(a), 580(b), 580(d), and 726.
(e) Until termination of this Guaranty (as set forth in Section 3), Guarantor shall have no
right of subrogation, and waives any right to enforce any remedy that the City now has or
may hereafter have against the Developer or any member of Developer, or any other
person, and waives the benefit of, and any right to participate in, any security now or
hereafter held by City from the Developer.
9. Continued Existence; No Transfer or Assignment.
(a) Guarantor does hereby further agree that as long as this Guaranty is in effect, it will
not dispose of all or substantially all of its assets without the express written approval
of the City, which shall not be unreasonably withheld.
(b) The obligations of Guarantor under this Guaranty may not be assigned or transferred
without, in each case, the express written approval of the City, which approval shall
be within the sole and absolute discretion of the City.
10. Notices. City shall provide Guarantor with all written notices delivered to Developer
pursuant to the DA at the same time such notice is delivered to Developer. Guarantor shall not
be liable under this Guaranty unless and until it has received such notice. The Guarantor shall
have the right to perform any and all of Developer’s obligations under the DA.
11. Miscellaneous.
(a) This Guaranty shall inure to the benefit of City and its successors and assigns and
shall bind the heirs, executors, administrators, personal representatives, successors
and assigns of Guarantor.
(b) This Guaranty shall be governed by and shall be construed in accordance with the
laws of the State of California.
(c) Time is of the essence hereof.
(d) If any term, provision, covenant or condition hereof or any application thereof should
be held by a court of competent jurisdiction to be invalid, void or unenforceable, all
terms, provisions, covenants and conditions hereof and all applications thereof not
F-5
held invalid, void or unenforceable shall continue in full force and effect and shall in
no way be affected, impaired or invalidated thereby.
(e) Guarantor assumes the responsibility for keeping informed of (1) the financial
condition of Developer, (2) any change in the management or control of Developer,
and (3) all other circumstances bearing upon the risk of nonperformance by
Developer of its obligations under the DA.
(f) This Guaranty shall be construed and enforced in accordance with the laws of the
State of California. Any action to enforce or interpret this Agreement shall be filed
and heard in the Superior Court of San Mateo County, California.
(g) Any notice or communication required hereunder between City or Guarantor must be
in writing, and may be given either personally, by e-mail (with original forwarded by
regular U.S. Mail), by registered or certified mail (return receipt requested), or by
Federal Express or other similar courier promising overnight delivery. If personally
delivered, a notice shall be deemed to have been given when delivered to the party to
whom it is addressed. If given by email transmission, a notice or communication shall
be deemed to have been given and received upon actual physical receipt of the entire
document by the receiving party. Notices transmitted after 5:00 p.m. on a normal
business day or on a Saturday, Sunday, or holiday shall be deemed to have been given
and received on the next normal business day. If given by registered or certified mail,
such notice or communication shall be deemed to have been given and received on
the first to occur of: (i) actual receipt by any of the addressees designated below as
the party to whom notices are to be sent, or (ii) five (5) days after a registered or
certified letter containing such notice, properly addressed, with postage prepaid, is
deposited in the United States mail. If given by Federal Express or similar courier, a
notice or communication shall be deemed to have been given and received on the date
delivered as shown on a receipt issued by the courier. Any party hereto may at any
time, by giving ten (10) days written notice to the other party hereto, designate any
other address in substitution of the address to which such notice or communication
shall be given. Such notices or communications shall be given to the parties at their
addresses set forth below:
If to City, to: City of South San Francisco
400 Grand Avenue
Attn: City Manager
South San Francisco, CA 94080
Phone: (650) 877-8500
Fax: (650) 829-6609
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With a Copy to: City of South San Francisco
400 Grand Avenue
Attn: ECD Director
South San Francisco, CA 94080
Phone: (650) 829-6622
Fax: (650) 829-6609
alex.greenwood@ssf.net
With a Copy to: Meyers Nave
Attn: Jason Rosenberg
555 12th Street, Suite 1500
Oakland, CA 94607
Tel (510) 808-2000
Fax (510) 444-1108
Email jrosenberg@meyersnave.com
If to Guarantor:
With Copies to:
(h) In any legal action or other proceeding brought by either party to enforce or interpret a
provision of this Guaranty, the prevailing party is entitled to reasonable attorneys’ fees
and any other costs incurred in that proceeding in addition to any other relief to which
it is entitled.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the day and year
first above written.
GUARANTOR
By:_____________________________ Name: __________________________
Its______________________________
F-7
COMPLETION GUARANTY (GRAND)
THIS COMPLETION GUARANTY (the “Guaranty”) is made this ___day of
_____________________, 2018 by and between THE CITY OF SOUTH SAN FRANCISCO, a
municipal corporation (“City”) and ____________________________________(“Guarantor”).
RECITALS
D. On _______, _______________________________, a _________ (“Developer”)
acquired the real property commonly known as 201-219 Grand Avenue, South San
Francisco, California (the “Property”) from the City pursuant to that certain
Purchase and Sale Agreement and Joint Escrow Instructions dated ___, 2017 (the
“PSA”).
E. As set forth in the PSA, Developer is to construct a high-density, mixed-use project,
including 46 residential units, nine (9) of which are required to be below market
rate units, and approximately 6,000 square feet of ground floor commercial units
(the “Grand Project”) pursuant to that certain Development Agreement dated
______, 2018 between City and Developer (the “DA”).
F. As a condition precedent to transferring the Property to Developer, the City requires
Guarantor to execute and deliver this Guaranty Guarantying the lien-free
completion of the Grand Project pursuant to, and in accordance with, the DA, and
providing for the performance of other covenants contained herein.
GUARANTY AND AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below,
Guarantor hereby agrees as follows:
1. Guaranty. Subject to the terms and conditions set forth herein, Guarantor
unconditionally and irrevocably guarantees the full and timely performance of Developer’s
obligations under the DA, to construct and complete the Project in accordance with the DA, free
and clear of all mechanics liens.
2. Remedies. If Developer fails to timely perform an of its obligations under the DA with
respect to the construction and completion of the Project, after expiration of any applicable notice
and cure periods, the City, prior to exercising any of its remedies hereunder, shall demand (by
written notice) that Guarantor perform the same on Developer’s behalf. If, within thirty (30) days
after receiving such demand, Guarantor advises the City in writing that Guarantor will commence
and diligently proceed to cure all defaults of Developer under the DA, which by their nature are
capable of being cured by Guarantor, then the DA shall remain in full force and effect, and the
City shall perform for the benefit of the Guarantor any unperformed obligations of the City under
the DA. If Guarantor fails to respond to City’s written notice, or fails to perform as herein above
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provided, the City shall have the following remedies in addition to other remedies expressly
provided herein:
(a) From time to time and without first being required to exhaust any or all
security held by the City, if any, to require performance by the Guarantor of any obligation to be
performed on the part of the Guarantor pursuant to the terms hereof, by action at law or in equity
or both. Nothing herein shall be construed to prohibit the City from pursuing any remedies under
any other agreement, against any person other than the Guarantor.
(b) If Guarantor does not timely perform its obligations under this Guaranty, the
City, at City’s option, shall have the right to perform any obligation required to be performed by
Guarantor under this Guaranty, which City reasonably deems necessary, and expend such sums
as City reasonably deems proper in order so to complete such obligation. The amount of any and
all reasonable expenditures made by City shall be immediately due and payable by Guarantor to
City, notwithstanding City’s pursuit of any other rights or remedies.
3. Termination. This Guaranty shall terminate and be of no further force or effect upon
the occurrence of either (i) upon issuance of a final certificate of occupancy for the Project, or
(ii) termination of the DA by either City or Developer in accordance with its own terms.
4. Interest. Any sums required to be paid by the Guarantor to the City pursuant to the
terms hereof that are not paid within thirty (30) days of the date due, shall bear interest at the
prime rate announced by the Bank of America plus three percent (3%), from the date said sums
shall have become due until the date said sums are paid.
5. Consideration. Guarantor acknowledges that the undertakings given hereunder are
given in consideration of the City's conveyance of the Property to Developer pursuant to the PSA
and City’s performance under the DA, and that the City would not convey the Property were it
not for Guarantor’s execution and delivery of this Guaranty.
6. No Waiver, Extension or Modification. No failure on the part of the City to pursue any
remedy hereunder shall constitute a waiver on its part of the right to pursue said remedy on the
basis of the same or a subsequent breach. No extension, modification, amendment or renewal of
the DA shall serve to waive the provisions hereof or discharge the Guarantor from any obligation
herein contained, in whole or in part, except to the extent expressly approved by the City by
written instrument signed by the City, specifying the nature and the extent of the intended waiver
and discharge of the Guarantor.
7. Covenant of Guarantor. Guarantor shall promptly advise the City in writing of any
material adverse change in the business or financial condition of Guarantor.
8. Guaranty Independent; Waiver of Exoneration.
(f) Guarantor agrees that the obligations hereunder are independent of and in addition to the
undertakings of the Developer pursuant to the DA, any other Guarantees given in
connection with the DA, and other obligations of the Guarantor to the City.
F-9
(g) Guarantor agrees that the validity of this Guaranty shall continue and the obligations of
Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by
reason of any bankruptcy, insolvency, reorganization, arrangement, assignment for the
benefit of creditors, receivership or trusteeship affecting the Developer or its partners,
parents, principals, or members whether or not notice is given to the Guarantor, or by any
other circumstances or condition that may grant or result in a discharge, limitation or
reduction of liability of the Developer or its partners, parents, principals, members or of a
surety or a guarantor.
(h) Guarantor waives all rights and remedies accorded by applicable law to guarantors and
agrees not to assert or take advantage of any such rights or remedies including but not
limited to any right to require the City to, after expiration of applicable notice and cure
periods to Developer, (1) proceed against the Developer, any partner or member of the
Developer or any other person, (2) proceed against or exhaust any security held by the
City, or (3) pursue any remedy in the power of the City whatsoever. If Guarantor is liable
pursuant to this Guaranty, Guarantor waives any defense arising by reason of any
disability or other defense of the Developer or any partner or member of the Developer,
or any of their parents, principals, or affiliated entities or by reason of the cessation from
any cause whatsoever of the liability of the Developer or any member or partner of the
Developer, or any of their parents, principals, or affiliated entities other than the full
discharge and performance of all of Developer’s obligations under the DA. Guarantor,
except as expressly set forth herein, waives any defense it may acquire by reason of the
City's election of any remedy against it or the Developer, or both, even though the
Guarantors’ right of subrogation may be impaired thereby or extinguished under the
antideficiency statutes of the State of California. Without limiting the generality of the
foregoing, Guarantor waives (a) any defense that may arise by reason of the lack of
authority or of any other person or persons or the failure of City to file or enforce a claim
against the estate (in administration, bankruptcy, or any other proceeding) of any other
person or persons; (b) demand, protest and notice of any kind including but not limited to
notice of any kind (except for the notice required in Sections 2 and 10 hereof or under the
DA) including but not limited to notice of the existence, creation or incurring of any new
or additional indebtedness or obligation or of any action or nonaction on the part of
Developer, City, any endorser or creditor of Developer or Guarantor or on the part of any
other person whomsoever under this or any other instrument in connection with any
obligation or evidence of indebtedness held by City as collateral or in connection with
any obligations the performance of which are hereby Guaranty; (c) any defense based
upon any statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the principal;
(i) any duty on the part of City to disclose to Guarantor any facts City may now or hereafter
know about Developer, regardless of whether City has reason to believe that any such
facts materially increase the risk beyond that which Guarantor intended to assume or has
reason to believe that such facts are unknown to Guarantor; (e) any defense arising
because of City's election, in any proceeding instituted under the federal Bankruptcy
Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; and (f)
F-10
any defense based on any borrowing or grant of a security interest under Section 364 of
the Federal Bankruptcy Code. Without limiting the generality of the foregoing or any
other provision hereof, Guarantor hereby expressly waives any and all benefits which
might otherwise be available to Guarantor under California Civil Code Sections 2809,
2810, 2819, 2839, 2845, 2849, 2850, 2899, and 3433 and California Code of Civil
Procedure Sections 580(a), 580(b), 580(d), and 726.
(j) Until termination of this Guaranty (as set forth in Section 3), Guarantor shall have no
right of subrogation, and waives any right to enforce any remedy that the City now has or
may hereafter have against the Developer or any member of Developer, or any other
person, and waives the benefit of, and any right to participate in, any security now or
hereafter held by City from the Developer.
9. Continued Existence; No Transfer or Assignment.
(c) Guarantor does hereby further agree that as long as this Guaranty is in effect, it will
not dispose of all or substantially all of its assets without the express written approval
of the City, which shall not be unreasonably withheld.
(d) The obligations of Guarantor under this Guaranty may not be assigned or transferred
without, in each case, the express written approval of the City, which approval shall
be within the sole and absolute discretion of the City.
10. Notices. City shall provide Guarantor with all written notices delivered to Developer
pursuant to the DA at the same time such notice is delivered to Developer. Guarantor shall not
be liable under this Guaranty unless and until it has received such notice. The Guarantor shall
have the right to perform any and all of Developer’s obligations under the DA.
11. Miscellaneous.
(i) This Guaranty shall inure to the benefit of City and its successors and assigns and
shall bind the heirs, executors, administrators, personal representatives, successors
and assigns of Guarantor.
(j) This Guaranty shall be governed by and shall be construed in accordance with the
laws of the State of California.
(k) Time is of the essence hereof.
(l) If any term, provision, covenant or condition hereof or any application thereof should
be held by a court of competent jurisdiction to be invalid, void or unenforceable, all
terms, provisions, covenants and conditions hereof and all applications thereof not
held invalid, void or unenforceable shall continue in full force and effect and shall in
no way be affected, impaired or invalidated thereby.
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(m) Guarantor assumes the responsibility for keeping informed of (1) the financial
condition of Developer, (2) any change in the management or control of Developer,
and (3) all other circumstances bearing upon the risk of nonperformance by
Developer of its obligations under the DA.
(n) This Guaranty shall be construed and enforced in accordance with the laws of the
State of California. Any action to enforce or interpret this Agreement shall be filed
and heard in the Superior Court of San Mateo County, California.
(o) Any notice or communication required hereunder between City or Guarantor must be
in writing, and may be given either personally, by e-mail (with original forwarded by
regular U.S. Mail), by registered or certified mail (return receipt requested), or by
Federal Express or other similar courier promising overnight delivery. If personally
delivered, a notice shall be deemed to have been given when delivered to the party to
whom it is addressed. If given by email transmission, a notice or communication shall
be deemed to have been given and received upon actual physical receipt of the entire
document by the receiving party. Notices transmitted after 5:00 p.m. on a normal
business day or on a Saturday, Sunday, or holiday shall be deemed to have been given
and received on the next normal business day. If given by registered or certified mail,
such notice or communication shall be deemed to have been given and received on
the first to occur of: (i) actual receipt by any of the addressees designated below as
the party to whom notices are to be sent, or (ii) five (5) days after a registered or
certified letter containing such notice, properly addressed, with postage prepaid, is
deposited in the United States mail. If given by Federal Express or similar courier, a
notice or communication shall be deemed to have been given and received on the date
delivered as shown on a receipt issued by the courier. Any party hereto may at any
time, by giving ten (10) days written notice to the other party hereto, designate any
other address in substitution of the address to which such notice or communication
shall be given. Such notices or communications shall be given to the parties at their
addresses set forth below:
If to City, to: City of South San Francisco
400 Grand Avenue
Attn: City Manager
South San Francisco, CA 94080
Phone: (650) 877-8500
Fax: (650) 829-6609
With a Copy to: City of South San Francisco
400 Grand Avenue
Attn: ECD Director
South San Francisco, CA 94080
Phone: (650) 829-6622
Fax: (650) 829-6609
alex.greenwood@ssf.net
F-12
With a Copy to: Meyers Nave
Attn: Jason Rosenberg
555 12th Street, Suite 1500
Oakland, CA 94607
Tel (510) 808-2000
Fax (510) 444-1108
Email jrosenberg@meyersnave.com
If to Guarantor:
With Copies to:
(p) In any legal action or other proceeding brought by either party to enforce or interpret a
provision of this Guaranty, the prevailing party is entitled to reasonable attorneys’ fees
and any other costs incurred in that proceeding in addition to any other relief to which
it is entitled.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the day and year
first above written.
GUARANTOR
By:_____________________________ Name: __________________________
Its______________________________
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-942 Agenda Date:10/11/2017
Version:1 Item #:17.
Report regarding an ordinance adding chapter 15.64 to the South San Francisco Municipal Code to comply
with AB1236 regarding electric vehicle charging stations review processes and expedited permitting
procedures. (Phillip Perry, Chief Building Official)
RECOMMENDATION
It is recommend that the City Council waive the reading and adopt an ordinance adding Chapter 15.64
to Title 15 of the South San Francisco Municipal Code to comply with AB 1236 regarding electric vehicle
charging stations review processes and expedited permitting procedures.
BACKGROUND/DISCUSSION
The City Council previously waived reading and introduced the following ordinance.The ordinance is now
ready for adoption.
ORDINANCE ADDING CHAPTER 15.64,“PERMIT PROCESS FOR ELECTRIC VEHICLE CHARGING
STATIONS”,TO PROVIDE AN EXPEDITED,STREAMLINED PERMITTING PROCESS FOR ELECTRIC
VEHICLE CHARGING STATIONS
(Introduced on 9/6/17; Vote 5 - 0)
FUNDING
This action has no impact to the City budget.
CONCLUSION
The ordinance is ready for adoption.
City of South San Francisco Printed on 10/5/2017Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-966 Agenda Date:10/11/2017
Version:1 Item #:17a.
An ordinance adding chapter 15.64 to the South San Francisco Municipal Code to comply with AB1236
regarding electric vehicle charging stations review processes and expedited permitting procedures.
WHEREAS,Assembly Bill 1236 (AB 1236)was adopted on October 8,2015,and adds Section 65850.7 of the
California Government Code related to electric vehicle charging stations; and
WHEREAS,Section 65850.7 of the California Government Code states that it is the policy of the State to
promote and encourage the installation and use of electric vehicle charging stations by limiting obstacles to
their use, and by minimizing the permitting costs of such systems; and
WHEREAS,Section 65850.7 also provides that a city shall administratively approve applications to install
electric vehicle charging stations through the issuance of a building permit or similar nondiscretionary permit;
and
WHEREAS,Section 65850.7 also required that every local jurisdiction with a population of 200,000 or less to
adopt an ordinance that creates an expedited,streamlined permitting process for electric vehicle charging
stations; and
WHEREAS,the City of South San Francisco seeks to adopt this ordinance to comply with the requirements of
AB 1236.
NOW THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows:
Section 1.Amendments
Title 15,“Buildings and Construction,”of the South San Francisco Municipal Code is hereby amended by
adding Chapter 15.46, “Permit Process for Electric Vehicle Charging Stations,” to read as follows:
Chapter 15.64
PERMIT PROCESS FOR ELECTRIC VEHICLE CHARGING STATIONS
Sections:
15.64.010 Purpose.
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15.64.020 Definitions.
15.64.030 Applicability.
15.64.040 Electric vehicle charging station requirements.
15.64.050 Submittal requirements.
15.64.060 Plan review and permit issuance.
15.64.010 Purpose
The purpose of this chapter is to adopt an expedited,streamlined permitting process for electric vehicle
charging stations that complies with AB 1236 (Chapter 598,Statutes 2015,Cal.Gov’t Code §65850.7,as may
be amended from time to time)to achieve timely and cost-effective installations of electric vehicle charging
stations.This chapter encourages the use of electric vehicle charging stations by removing unreasonable
barriers,minimizing costs to property owners and the City of South San Francisco,and expanding the ability of
property owners to install electric vehicle charging stations.This chapter allows the City of South San
Francisco to achieve these goals while protecting the public health and safety.
15.64.020 Definitions.
(a)“Electric vehicle charging station(s)”or “charging station(s)”means any level of electric vehicle
supply equipment station that is designed and built in compliance with California Code of Regulations,Title 24,
Part 3 California Electrical Code,Article 625,as it reads on the effective date of this chapter or as it may be
amended, and delivers electricity from a source outside an electric vehicle into a plug-in electric vehicle.
(b)“Specific,adverse impact”means a significant,quantifiable,direct,and unavoidable impact,based
on objective,identified,and written public health or safety standards,policies,or conditions as they existed on
the date the application was deemed complete.
(c) “Electronic submittal” means the utilization of one or more of the following:
(1) E-mail;
(2) The Internet; or
(3) Facsimile.
(d) “Building Official” means the City’s Chief Building Official or his or her designee.
15.64.030 Applicability.
This Ordinance applies to the permitting of all electric vehicle charging stations in the City of South San
Francisco.Electric vehicle charging stations legally established or permitted prior to the effective date of this
Ordinance are not subject to the permitting requirements of this Ordinance unless physical modifications or
alterations are undertaken that materially change the size,type,or components of the electric vehicle charging
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alterations are undertaken that materially change the size,type,or components of the electric vehicle charging
station in such a way as to require new permitting.Routine operation and maintenance shall not require a
permit.
15.64.040 Electric vehicle charging stations requirements.
(a)All electric vehicle charging stations shall meet all applicable health and safety standards and
requirements imposed by the State and the City.
(b)Electric vehicle charging stations shall meet all applicable safety and performance standards
established by the California Electrical Code,the Society of Automotive Engineers,the National Electrical
Manufacturers Association,and accredited testing laboratories such as Underwriters Laboratories and where
applicable, rules of the Public Utilities Commission regarding safety and reliability.
15.64.050 Submittal requirements.
(a)All documents required for the submission of an electric vehicle charging station application shall be
made available on the City’s website.
(b)Electronic submittal of the required permit application and documents shall be made available to all
electric vehicle charging station permit applicants.An applicant’s electronic signature shall be accepted on all
forms, applications, and other documents in lieu of a wet signature.
(c)The City’s Building and Safety Division shall adopt a checklist of all requirements with which the
electric vehicle charging stations shall comply to be eligible for expedited review.The electric vehicle permit
process,standard(s)and checklist(s)may substantially conform to recommendations for permitting,including
the checklist and standards contained in the “Plug-In Electric Vehicle Infrastructure Permitting Checklist”of
the “Zero-Emission Vehicles in California:Community Readiness Guidebook”published by the Governor’s
Office of Planning and Research.
(d)All fees prescribed for the permitting of electric vehicle charging stations must comply with,
Government Code Section 66016,and State Health and Safety Code Section 17951 as set forth in the fee
schedule adopted by resolution of the City Council.
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(e)The determination of value or valuation under any of the provisions of this code shall be made by the
Building Official.The value to be used in computing the electric vehicle charging station permit and plan
review shall be the total value of all construction work for which the permit is issued as well as any other
equipment.
15.64.060 Plan review and permit issuance.
(a)The Building Official shall implement an administrative review process to expedite approval of
electric vehicle charging stations.Where the application meets the requirements of the approved checklist and
there are no specific,adverse impacts upon public health or safety,the Building and Safety Division shall
complete the permit approval process,which is nondiscretionary,and issue the permit.Review of the
application for electric vehicle charging stations shall be limited to the Building Official’s review of whether
the application meets local, state, and federal health and safety requirements.
(b)The Building Official may require an applicant to apply for an “electric vehicle charging station use
permit”if the building official finds,based on the initial application submittal,that the electric vehicle charging
stations could have a specific,adverse impact upon the public health and safety.The Building Official’s
decision may be appealed to the South San Francisco Planning Commission in accordance with the appeal
procedures set forth in Chapter 20.570.
(1)If an electric vehicle charging station use permit is required,the Building Official may only
deny an application for the electric vehicle charging station use permit if the Building Official makes written
findings based upon substantial evidence in the record that the proposed installation would have a specific,
adverse impact upon public health or safety and there is no feasible method to satisfactorily mitigate or avoid
the adverse impact.Such findings shall include the basis for the rejection of the potential feasible alternative for
preventing the adverse impact.The Building Official’s decision may be appealed to the South San Francisco
Planning Commission.
(i)If the Building Official issues an electric vehicle charging station use permit,the
permit may include conditions designed to mitigate the specific,adverse impact upon health and safety at the
lowest possible cost.
(ii)A feasible method to satisfactorily mitigate or avoid the specific,adverse impact
includes,but is not limited to,any cost-effective method,condition,or mitigation imposed by the City on
another similarly situated application in a prior successful application for an electric vehicle charging station
use permit.
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(c)If an application is deemed incomplete,a written correction notice detailing all deficiencies in the
application and any additional information or documentation required to be eligible for permit issuance shall be
sent to the applicant for resubmission.A separate fire inspection may be performed by the City of South San
Francisco Fire Department, if required.
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
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.
*****
Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 6 th day of
September, 2017.
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