HomeMy WebLinkAboutOrd 1348-2005ORDINANCE NO. 1348-2005
AN ()RDINANCE AD()IYI'ING AN AMENDMENT T()T}IE
1)EVEI,()PMENT A(;R15EMENT F()R TIlE BRITANNIA
EAST (;RAND PR(),|ECT I,()CATED IN THE CITY ()F
~()l irl'[I SAN FRANCISC()
WHEREAS, in April 2002, the City Council approved a Development Agreement
with Slough Estates for the development of a campus style biotechnology project located
at the easterly terminus of East Grand Avenue; and
WHEREAS, in accordance with the California Environmental Quality Act, an
Environmental Impact Report ("EIR") and Statement of Overriding Considerations was
certified and adopted on April 24, 2002; and
WHEREAS, changes in the economy have necessitated a change in the buildout
timeline for the Project; and
WHEREAS, the Development Agreement incorporated the original building
projections and required the project developer to construct a new sewer main and make
improvements to a pump station; and
WHEREAS, the City and developer have consulted and agreed that in order to
ensure the sewer main and pump station improvements are constructed in accordance
with state laws governing public works, and to incorporate the improvements into the
City's ongoing construction of sanitary sewer and storm drain improvements in the East
of 101 area, the City will construct the improvements and developer will pay for said
construction; and
WHEREAS, the 2002 Development Agreement is proposed to be amended to
incorporate the new timelines for buildout and the City's construction of the
improvements; and
WHEREAS, pursuant to Municipal Code section 19.60.050, the Director of
Economic and Community Development has reviewed the Amendment and found it to
be in the proper form and thereafter referred the Amendment to the Planning Commission
for a public hearing; and
WHEREAS, no changes are proposed to the project that result in significant new
environmental impacts or substantially change the prior approved mitigation measures
nor has any information been received or discovered by the City that would alter the prior
findings for the EIR; and
WHEREAS, pursuant to California Environmental Quality Act Guidelines
Section 15162, a new EIR or Negative Declaration is not required when no changes have
been proposed to the project that would likely result in additional environmental impacts
or alteration of previously adopted mitigation measures; and
WHEREAS, on February 3, 2005, at a duly noticed public hearing of the City of
South San Francisco Planning Commission, the Commission heard testimony and
received evidence regarding the proposed amendments to the Development Agreement
and thereafter, on a 7 to 0 vote, recommended that the City Council adopt the proposed
amendments; and
WHEREAS, on February 23, 2005, pursuant to Municipal Code section
19.060.110 the City Council conducted a property noticed public hearing on the proposed
Amendment to the Development Agreement tbr the project.
NOW THEREFORE, the City Council of the City of South San Francisco does
hereby ordain as follows:
Section 1. Findings
The proposed Amendment to the Development Agreement tbr the
Britannia East Grand 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 the General Plan and the prior findings adopted in support of the
Planned Unit Development permit. The Project provides high value jobs
for persons in the bio-technology fields and the campus style development
that includes recreation opportunities, child care and public transportation
options is consistent with the General Plan policies identified in the
findings that support approval of the Planned Unit Development Permit.
The Amendment does not change any of the prior land use determinations
for the project. Rather, the Amendment t) adjusts the timelines for
construction of public improvements, including provisions for inflationary
adjustments to costs; 2) provides in lieu fees ibr traffic, child care and
public art; 3) incorporates the City's desire to construct the public
improvements with the cost paid by the developer; and 4) extends the term
of the Agreement.
Bo
The proposed Amendment to the Development Agreement for the
Britannia East Grand Project complies with all applicable zoning,
subdivision, and building regulations and with the General Plan. The City
Council independently reviewed the proposed Amendment to the
Development Agreement for the Britannia East Grand Project, the General
Plan, Chapters 20.78 and 20.84 of the Zoning Ordinance as amended,
Chapter 19.60 of the South San Francisco Municipal Code, Title 15 of the
Municipal Code, and applicable state and federal law. 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 and
advice in the record from City staff; including staff reports, testimony and
resolutions.
The proposed Amendment to the 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 Amendment to the Development
Agreement for the Britannia East Grand Project and its determination that
Section 1 of the Amendment states that the Agreement will now expire 14
years from the original effective date of the Agreement but no later than
May 1,2019.
D. The proposed Amendment to the Development Agreement for the
Britannia East Grand Project does not alter the permitted uses of the
property subject over those approved by the City Council on April 24,
2002. 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 Amendment to the Development Agreement for the Britannia
East Grand Project and its determination that Section 3 of the Agreement,
which sets forth the documents stating the permitted uses, is unchanged by
this Amendment.
E. The proposed Amendment to the Development Agreement fbr the
Britannia East Grand Project does not change the permitted density and
intensity of use of the property subject thereto as previously approved by
the City Council on April 24, 2002. 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 Amendment to the
Development Agreement for the Britannia East Grand Project.
Fo
The proposed Amendment to the Development Agreement does not alter
the maximum permitted height and size of proposed buildings on the
property subject thereto previously approved by the City Council on April
24, 2002. 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 Amendment to the Development Agreement for the Britannia
East Grand Project and its determination that Section 3 of the Agreement
setting forth the documents which state the maximum permitted height and
size of buildings remains as originally approved in 2002.
G. The proposed Amendment to the Development Agreement for the
Britannia East Grand Project does not propose any dedication of land for
public purposes fi'om 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 Amendment to the
Development Agreement for the Britannia East Grand Project.
Section 2.
The City Council of the City of South San Francisco hereby adopts this ordinance
approving an Amendment to the Development Agreement between the City of South San
Francisco and Slough SSF, LLC for the Britannia East Grand Project. The approved
Amendment to the Development Agreement is 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 tull force and effect.
Section 4. Publication and Effective Date.
This Ordinance shall be published once, with the names of those City Councilmembers
voting for or against it, in the San Mateo Times, a newspaper of general circulation in the
City of South San Francisco, as required by law, and shall become effective thirty (30)
days from and after its adoption.
Introduced at a regular meeting of the City Council of the City of South San
Francisco, held the 23rd day of February_, 2005.
Adopted as an Ordinance of the City of South Francisco at a regular meeting of
the City Council held the 9th.day of March., 2005 by the fbllowing vote:
AYES:
Councilmembers Richard A. Garbarino, Pedro Gonzalez, and Karyl Matsumoto,
Mayor Pro Tem Joseph A. Femekes and Mayor Raymond L. Green
NOES: None.
ABSTAIN: None.
ABSENT: None.
ATTEST:
City/Clerk
As Mayor of the City of South San Francisco, I do hereby approve the foregoing
Ordinance this 9th day of March, 2005.
S:~CmTent Ord's\3-9-05britannia.ord.doc
EXHIBIT A to 1348-2005
FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR THE
BRITANNIA EAST GRAND PROJECT
This F/RST AMENDMENq' TO THE DEVELOPMENT AGREEMENT FOR THE
BRITANNIA EAST GRAND PROJECT ("PROJECT") is dated ,2005
("Agreement"), between SLOUGH SSF, 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 inn real property for the development of such property or on behalf of those persons
having same; and,
B. WHEREAS, Slough SSF, LLC, the Owner, has a legal interest in the real property
subject to this Amendment (the "Property"), located at the Eastern terminus of East Grand
Avenue and more particularly described in the existing Development Agreement referred to in
Recital D below; and,
C. WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules
and regulations, embodied in Chapter 19.60 o£the South San Francisco Municipal Code,
establishing procedures and requirements for adoption and execution of development
agreements; and,
D. V~rlq-EREAS, the Parties previously entered into a Development A~eement, adopted and
approved in accordance with Government Code Section 65864 et seq., dated June 8, 2002 (the
"A~eement"), for development of the Britannia East Grand Project. consisting of the phased
development of nine office/Research and Development buildings with an ag~egate square
footage of approximately 783,5.33 square feet, an approximately 8,000 square foot childcare
facility, an approximately 5,000 square foot fitness center, approximately 8,000 square feet of
restaurant/retail space and two (2) five-to-seven level parking structures, to be located on the
Property (the "Project"); and,
E. WHEREAS, Owner has requested that the City enter into this Amendment to reflect
changes in project phasing and implementation of mitigation measures required by the duly
certified Environmental Impact Report; and,
G. V~qrlEREAS, all proceedings necessary for the valid adoption and execution hereof have
taken place in accordance with Government Code Sections 65864 through 65869.5, the
Page 1 of 6
First Amendment to Britannia East Grand Development Agreement
Februar?., 23, 2005
733844 1
California Environmental Quality Act and with Chapter 19.60 of the South San Francisco
Municipal Code; and,
H. WHEREAS, the City Council and the Planning Commission have found that this
Amendment is consistent with the objectives, pohcies, general land uses and programs specified
in the South San Francisco General Plan as adopted on October 13, 1999 and as amended fi:om
time to time; and,
I. WHEREAS, on ,2005, the City Council adopted Ordinance No.
approving and adopting this Amendment and the Ordinance thereafter took effect on
2005.
NOW, THEREFORE, the Parties, pursuant to the authority conta/ned 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. Duration
The Agreement shall expire fourteen (14) years fi:om the Effective Date of the Agreement
(which was June 8, 2002), but in no event later than May 1, 2019. 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 oft/me for which the
expiration date shall be extended as a result of such litigation shall not exceed three (3)
years. The corresponding provisions of Section 2 of the Agreement are amended and
superseded by, and to the extent of, the foregoing.
2. Permits For Pro_iect.
In connection with the Development Plan submitted pursuant to the term~ of the
Agreement, Owner shall provide to the City an Irrevocable Letter of Credit in the form
previously approved and incorporated as Exhibit D to the Agreement, in an amount equal
to One Hundred and Twenty Five Percent (125%) of the estimated reasonable costs to
construct the common improvements identified in the approved plan. Said Letter of
Credit shall be submitted prior to receiving a Certificate of Occupancy for the 5th building
or by January 1, 2009, whichever occurs first. 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 Owner and accepted by City in
Page 2 of 6
First Amendment to Britannia East Grand Development Agreement
February 23, 2005
733844 !
an mount equal to the completed improvements and landscaping's proportionate share
of the original 125% Letter of Credit. City, by and through its City Manager, in its sole
discretion, may extend from time to time the date by which the Letter of Credit is to be
provided, provided Owner is diligently pursuing construction of the Project. Such an
extension shall not require an mr~endment to the Agreement.
If Owner fails to complete the landscaping and common improvements in accordance
with this Amendment and/or Section 5(e) of the Agreement, City shall be entitled to
withdraw funds from the Letter of Credit and complete sa,id improvements. 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,
2011 or 2) Owner fails to complete the landscaping and common improvements by
December 31,2011.
l'he corresponding provisions of Section 5 of the Agreement are amended and superseded
by, and to the extent of, the foregoing.
Fees.
The Sewer Facility Fee paid pursuant to the terms of the Agreement shall be in addition
to Owner's obligation to cooperate in City's construction, in accordance with the terms
of this Amendment and of Exkibit C-1 attached hereto, ora new' Swift Sewer Main
between the boundaxy of the Project site and the City's pump station at the intersection
cf Swift Avenue and Kimball Way as required in the Final Environmental Impact
Report and the necessary improvements to Pump Station No. 3. The new Swift Sewer
Main and all other works of public improvements and/or utilities shall be completed in
:J, ccordance w/th plans designed to City standards and approved by the City Eng/neer
l'~'ior to construction.
(1) Owner shall submit a Letter of Credit in the mount of Two Million Eight
Hundred Thousand and No/100 Dollars ($2,800,000.00), corresponding to
Owner's maximum obligation under Extfibit C-1 in connection with the
construction of the improvements, prior to the date on which City solicits bids for
the construction of the improvements. The Letter of Credit shall be in a form
approved by the City Attorney and contain no limitations on the City's ability to
withdraw funds for the purposes of constructing the Swift Sewer Main and
constructing the improvements required for Station No. 3, including all costs
related thereto. Owner shall submit the above Letter of Credit based on the lesser
of City's estimated reasonable costs to construct the improvements, presently
estimated at Two Million Eight Hundred Thousand Dollars, or Owner's
maximum obligation for costs of the improvements pursuant to Exh/bit C-1.
(2) Construction of the new Swift Sewer Main and Station No. 3 up~ades,
and acceptance by the City of the aforementioned public improvements, shall
Page 3 of 6
~'~rs~. A~'~endment to Britannia East Grand Development Agreement
5ebruar3 2?, 2005
occur at the earlier of October 31, 2006, or prior to Owner receiving a Certificate
of Occupancy for the fourth building in the Project, due to the fact the existing
sewer infrastructure cannot accommodate Project build-out beyond the third
occupied building. City shall be entitled to complete the improvements using the
funds secured by the Letter of Credit based on the approved plans. The Letter of
Credit shall be released in its entirety upon City's approval and acceptance of the
completed improvements.
(3) If projects are developed in the East of 101 area that will receive a benefit
fi:om construction of the new Swift Sewer Main and the improved Station No. 3,
Owner shall be entitled to reimbursement fi:om said project owners based on the
benefits received by the new project, as reasonably calculated and determined by
the City Engineer based on actual and/or reasonably estimated sewer flows within
the main and from the Owner's monetary contribution towards the design,
construction and permits for the new Swift sewer main and Station No. 3
upgrades. The City shall furnish a copy of the City En~neer's draft
determinations under the preceding sentence to Owner for review and comment
prior to finalizing sucli determinations. The terms of reimbursement shall be set
forth in an agreement between the project owners and Owner ('~Reimbursement
Agreement") in a form approved by the City Engineer. City shall ensure that any
future projects that benefit fi:om the new Swift Sewer Main and/or the Station No.
3 upgrades contain a Condition of Approval that requires the applicant to enter
into said Reimbursement Agreement with Owner.
The corresponding provisions of Section 10Co)(3) through 10(b)(6) of the Agreement are
amended and superseded by, and to the extent of, the foregoing.
Child Care.
As part of the Project, Owner proposes to construct a childcare facility of approximately
8,000 square feet. If Owner fails to construct the childcare facility according to the terms
set forth in Exhibit C-1 to this Amendment, Owner shall be liable for payment ora fee in
the amount of the City's cost to construct a like facility in accordance with Exhibit C-1.
The provisions of Section 10(c) of the Agreement are amended and superseded by the
foregoing.
Northbound On-Ramp Mitigation Fee.
The Environmental Impact Report for the Project identified a significant impact relating
to the northbound on-ramps to U.S. 101 at South Airport Boulevard. To mitigate this
impact to a level of less than significant, Owner shall pay a fee to mitigate the impacts to
the northbound on-ramps to U.S. 101 at South Airport Boulevard in accordance with the
applicable provisions of Exhibit C-1 to this Amendment. The provisions of Section 10(d)
of the Agreement are amended and superseded by the foregoing.
Page 4 of 6
First'AmendmenttoB~tannia East Grand Development Agreement
February23,2005
733844 1
6. Exh/bits
Exh/bit C to the A~eement is amended and superseded by the following exhibit attached
to this Amendment:
Notices
Exhibit C-1 - Obligations of Owner and City
All notices required or provided for under the Agreement shall be in writing and
delivered in person (to include delivery by courier) or sent by certified ma/l, 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 94083
Notices to Owner shall be addressed as follows:
Slough SSF, LLC
c/o Slough Estates USA Inc.
444 North Michigan Avenue, Suite 3230
Ckicago, IL 60611
Attention: Jonathan Bergschneider
with a copy to:
Slough SSF, LLC
c/o Slough Estates USA Inc.
400 Oyster Point Boulevard, Suite 409
South San Francisco, CA 94080
Attention: Jonathan Bergschneider
A party may change its address for notice by giving notice in writing to the other party
and thereafter notices shall be addressed and transmitted to the new address.
The provisions of Section 36 of the A~eement are amended and superseded by the
foregoing.
8. Inte~ation.
All other terms and conditions of the A~eement, dated June 8, 2002, not expressly
modified by this Amendment remain in full force and effect.
Page 5 of 6
First Amendmentto Britannia East Grand Developmen1Agreement
February23,2005
733844 1
IN WITNESS WHEKEOF this Amendment has been executed by the parties on the day and
year first above written.
CITY OF SOUTH SAN FRANCISCO
ATTEST:
By:.
Ban'y M. Nagel, City Manager
City Clerk
APPROVED AS TO FORM
Steven T. Mattas, City Attorney
OWNER
Slough SSF, LLC, a Delaware limited
habil/ty company
By:
Slough Estates USA Inc., a Delaware
corporation, Its Managing Member
By:
Name: Jonathan M. Bergschneider
Title: Vice President
APPROVED AS TO FORM:
Donald E. Kelley, Jr.
Folger Levin & Kahn LLP
Counsel for Owner
Page 6 of 6
First Amendment to Britannia East Grand Development Agreement
February 23, 2005
733844 1
Exhibit C-1 to Amendment
(replacing Exhibit C to the Original Development Agreement)
Owner Obligations
Child Care Center. As part of the Project, Owner has agreed to construct an
approximately eight thousand (8,000) square foot child care center ("Center").
The Center is intended to be on-site and to serve the tenants of the Project.
However, due to various environmental issues affecting the site, Owner may
not receive env/ronmental clearance for an on-site center from the California
Department of Toxic Substances Control ("DTSC") and/or from other
governmental authorities having jurisdiction over env/ronmenral conditions at
the site. Therefore, the Parties have agreed to the follow/rig terms in order ro
ensure the child care needs of the City are met.
Owner shall dihgently pursue, to the extent necessary to permit
construction of the Center on-sire, the removal of the current deed
restriction as imposed by DTSC, the removal of any other restrictions
imposed by any other governmental authorities having jurisdiction over
environmental conditions at the site, and the receipt of any other necessary
waivers, approvals, consents and permits from DTSC and any
governmental authorities having jur/sdicfion over environmen*.al
conditions at the site (collectively, "Emdronmental Clearances").
By December 31, 2006, Owner shall notify the City in whting, w/th
appropriate supporting documentation, either (i) that the Environmental
Clearances necessary to permit construction of the Center on-site have
been obtained or, in the alternative, that the applicable governmental
authorities have agreed in writing to issue the Environmental Clearances,
or (/i) that Owner has been unable to obtain issuance of or commitments to
issue all such necessary Environmental Clearances.
(2)
On-Site Location: If Owner receives the necessary Environmental
Clearances to construct the Center on-site, Owner shall obtain all
required permits, including building permits and commence
construction of the facili~~ no later than December 31, 2008, and
Owner shall complete construction and receive a Certificate of
Occupancy for the facility no later than December 31, 2010.
Off-Site Location: If Owner is unable to obtain issuance of or
comm2tments to issue ali necessary Environmental Clearances by
December 31, 2006, or obtains such clearance but falls to subm/t
an apphcation for a building perm/t for the Center on or before
December 31, 2008, Owner shall instead:
Exhibit C - i
Briranma Development Agreement
Edited on l. o i,_uu.'. 4:05 PM
January 98 2005
?age ' of 6
Complete construction of au approximately g,000 square
foot childcare facility at an off-site location approved by
the City, which approval shall not be unreasonably
withheld or delayed, by no later than December 31, 2010.
Owner shall have acquired a site for the construction of
said facility by June 30, 2009.
In the event Owner must build the facility off-site,
potentially acceptable off-site locations include: (1) the
East of 101 Plan Area, as de~,~ed in the General Plan,
adopted October 1999; or (2) in a Regional Transit Facility
located in the City of South San Francisco. Owner shall
pay all costs associated with the acquisition of a site
suitable for the Center, environmental review, permitting
and all other costs and fees, including attorney's fees,
incurred as a result of acquiring the property, if necessary,
through the City's power of eminent domain and all costs
of constructing the. facility and required improvements, if
any.
(c).
If Owner is unable to acquire a site that is acceptable to the
City as set forth above by June 30, 2009, that is of
reasonably sufficient size to construct the off-site facility,
Owner shall instead pay a fee equal to the City's estimated
reasonable costs to construct au equivalent facility,
including all costs associated with the acquisition of a site
suitable for the Center, environmental review, permitting
and all other costs and fees, including attorney's fees,
incurred as a result of acquiring the property, if necessary,
through the City's power of eminent domain and building
the Center.
o
Exln~bit C - 1
Britanuis Development Agreement
Edit. ed on 1/31/2005 4:05 PM
Widening Northbound Off-ramp and On-ramp Approach at South Airport
Mitigation Measure: In addition to the East of 101 Traffic Impact Mitigation Fee
applicable to the Proj eot under the existing provisions governing the fee (currently
$1.51 per gross square foot), Owner shall pay its fair share contribution to the
widening of South Airport Boulevard/U.S. 101 Northbound ramps as required in
the Britannia East Crraud Final Environmental Impact Report. The total cost of
said improvement is estimated to be One Mill/on Three Hundred Eighty Six
Thousand Dollars, including all costs of construction, including but not limited to
design costs, consultant fees, bid preparation and administrative costs. Owner's
contribution shall be paid at the rate nor to exceed fifty-six cents ($.56) per gross
square foot upon issuance of each building permit for any structure in the Proiect,
excludiug the parlcir~g structures. Thus, Owner shall pay Two Dollars and Se~,en
Cents ($2.07) per gross square foot upon issuance ora building permit for any
January 28, 2005
Page 2 of 6
structure in the Project, excluding the parking structures, from and after the
effective date of this Amendment.
A. Payment of East of ] 01 Traffic Mitigation Fee: Owner acknowledges that
the City is presently considering an amendment to the East of 101 Traffic
Impact Mitigation Fee to address the Grand AvenueFUiS. 101 northbound
ramp and the South Airport Boulevard/U.S. 101 ramp system which were not
identified as required improvemems in the original Fee Study adopted by the
South San Francisco City Council on September 26, 2001 (Resolution No. 99-
2001).
(1) If the South Airport Mitigation Measure is included as a Project in
the East of 101 Fee, and the resultant fee ("Amended Fee") is less than $2.07
per gross square foot, Owner shall be reimbursed based on each building
permit obtained pr/or to adoption o£the Amended Fee in an amount equal to
the difference between the fee paid and the fee that would have been paid
under the Amended Fee. Any such overpayment shah be refunded within
sixty (60) days of Owner's first receiving a building permit based on the
Amended Fee or, if Owner does not receive any such building permit within
sixty (60) days after adoption of the Amended Fee, then the overpayment shall
be refunded within thirty (30) days after Owner's written request for
reimbursement.
(2) Owner shall thereafter pay the East of 101 Traffic Mitigation Fee
as specified in existing and subsequent Resolutions of the City Council upon
issuance of each subsequent building permit for buildings within the Project,
but in no event shall such fee exceed $2.07 per gross square foot.
(3) I2' City- has not adopted an ./unended Fee by the expiration date of
the Agreement, Owner shall not be liable for an Amended Fee that exceeds
$2.07 per gross square foot for any building permits obtained dttdng the term
of the Agreement. Likewise, if an Amended Fee is adopted after the
termination date of the Agreement and said fee is less than $2.07 per gross
square foot, Owner shall not be entitled to reimbursement for any
overpayment of fee paid during the term of this Amendment or the
Agreement.
Pubhc Art Contribution: Owner shall install and provide artwork for pubhc
display in the Project. Said artwork shall cost in the aggregate no less than
three hundred thousand dollars ($300,000), and shall be installed on the
Project site at or prior to the date on which Owner receives a Certificate of
Occupancy for the 7t2 building; but in any event, no later than December 31.
2012.
The artwork to be installed by Owner shall be subject to the reasonable
approval of the City of South San Francisco prior to installation. Artwor~
Exhibit CI ] J~u~ 28, 2005
Britannia Development Agreement
Edited o~ 1/31/2005 4:05 PM
Page ? of 6
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 Covenants, Conditions and Restrictions
for the Project. If Owner fails to complete installation of the artwork on or
before December 31, 2012, Owner shall be required to pay an in lieu fee for
such artwork in the amount of Three Hundred Thousand Dollars ($300,000),
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
be~nn~ng in 2006 in an amount equal to the percentage change in the
En~neering News Record Construction Costs Index for the San Francisco
Bay Area. The in-lieu fee shall be paid on or before January 31, 2013.
o
Transportation Demand Management: Owner shall prepare an aunual
Transportation Demand Management (TDM) report, and submit same to City,
to document the effectiveness of the TDM plan in achieving the goal of 30%
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 consultaut 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 ali employees working in the buildings on the Property. All non-
responses to the employee commute survey 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
alt 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.
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 30% 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 30%
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
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3amlary 28, 2005
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adopted in the coming year to atta/n the TDM goal of 30% alternative
mode usage.
PenalW for Non-Compliance: If after the initial TDM report, subsequent
armual reports indicate that, in spite of the changes in the TDM plan, the
30% alternative mode usage is still not being achieved, or if Owner fa/Is 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 m/n/mum 30% alternative
mode usage goal.
(1) In determining whether a financial penalty is appropriate, Cil3~ may
consider whether Owner has made a good fa/th effort to meet the TDM
goals.
(2) 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 imposed
within the first three (3) years of the TDM plan (commencing with the
fn'st 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 CiW. 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.
(3)
Notwithstanding the foregoing, the mount 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
mount of square feet of Office, Commercial, Reta/1 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 ofwh_ich is the
maximum amount of square feet of conslruction 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 30% alternative mode usage goal.
(4)
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.
5. Construction of Swift Sewer Mah2 and Pump Station.
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A. City will constrLzct and/or improve the Swif~ Sewer Main and Pump Station
#3 identified as Mitigation Measures 14.2.6 and ]4.2.7 in the Environmental
Impact Report for the Britannia East Grand Project, subject to thc terms of
this Amendment as more fully set forth below.
B. Construction of thc Swift Sewer Line and Pump Station #3 (the
"Improvements") shall proceed substantially in accordance with the plans
approved by the City Engineer prepared by Wilsey Ham. Owner shall
assign all rights to the construction documents prepared by Wilsey Ham to
the City, at no cost to the City, for use in preparing the bid documents for
the work to be peffonned.
C. Owner shall pay ali costs up to Two M/Ilion Eight Hundred Thousand
Dollars ($2,800,000) for construction of the Improvements, includi,~g the
cost for acquiring any fight of way, public utility or temporary construction
easements required for construction of the Improvements.
D. Owner shall provide the services of its project manager, Project
Management Advisors, Inc. ('~PMA") at no cost to the City for the City's
use in constructing the Improvements. However, in no event will the City
delegate its authority or discretion over the construction of the
Improvements to PMA.
E. City shall let the contract for construction of the Improvements in
accordance with state law governing the award of contracts for public
works, including any requirements or policies pertaimu' ~ to force accounts.
F. The Contract shall be awarded to the lowest responsible bidder unless the
bid price exceeds the engineers' estimate by more than ten percent (10%).
In that event, City shall work with Wilsey Ham to determine whether the
Improvements can be modified to perform as originally designed but at a
lower cost or whether the project must be re-bid as originally designed. The
City, by and through its City EnDueer, with the consent of the City
Manager, may require the contract to be re-bid as ori~nally designed.
G. Contract Change Orders shall be submitted to the City and PMA for review.
PMA shall offer a recommendation on the Change Order withh~ ten (10)
days of receiving same but said recommendation shall not be binding on the
City. All Change Orders on the contract must be approved by the City
Engineer and the Assistant City Manager prior to payment. In no event
shall Owner be liable for costs in excess of Two Million ]Eight Hundred
Thousand Dollars ($2,800,000), for construction of the Improvements as
provided for in this Amendment.
H. City shall submit invoices on a monthly basis for payment of costs incurred
in constructing the Improvements. Owner shall pay such invoices withiu
thirty (30) days of receipt. In the event Owner fails to provide payment
within thirty days of receipt, City shall be entitled to draw down the Letter
of Credit in an mount equal to the invoiced amount plus an additional five
percent (5%) of the invoiced amount for reimbursement of admiuistrafive
costs in collecting payment.
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January 28, 2005
BRITANNIa EAST GRAN~,
PROJECT AND D EVELOPME/X~F AGREEMENT S I~4ARY
Project Status: Slough executed a lease for all eight (8) buildings totaling approximately
784,000 square feet at the Britannia East Grand development. General site construction and
permit activity commenced Q4 2004.
Phase I which totals approximately 450,000 square feet in four (4) including Parking Garage A,
will be completed on a staggered delivery February through November of 2006. Phase II
consisting of the remaining portion of the site of approximately 330,000 square feet in four (4)
buildings including Parking Garage B, is scheduled for completion on a staggered delivery
throughout 2008. Phase l-/ can be accelerated for delivery as much as one year and therefore
could be delivered as early as 2007.
The following is a summary update regarding requirements contained in the Development
Agreement:
Development Plan: Slough submitted Development Plan in accordance with requirements of
the Development Agreement detailing landscaping and common improvements required for each
phase of the project. Development Agreement requires Slough to post an Irrevocable Letter of
Credit for the costs to construct the common improvements. As part o£ the proposed
Development Agreement Amendment, due to the aggressive delivery o£ the project per the above
schedule, Slough has requested the elimination of the Letter of Credit requirement for the
common improvements.
Swift.Sewer Main & Station No. 3 Upgrades: Slough is working with the CiD' of South
San Francisco to reach an agreement for the construction of the offsite work as proposed in the
Development Agreement Amendment.
Child Care Centem Slough is working with the Department of Toxic Substance Control
(DTSC), who is the lead agency for the site. Slough implemented a DTSC-approved testing
program to further characterize the area designated for the child care center. Based upon the
results of the testing program, Slough will work with DTSC to finalize its determination
regarding placement of the proposed childcare center on site. The process has proven ich=o-thy
and involved extensive coordination due to agency policies and procedures. Actual delivery will
depend on a variety of factors including at a minimum the nature and timing of building
construction and occupancies, conditions of DTSC approvals and market demand. As part of the
proposed Development Ageement Amendment, Slough has requested revised dates for
notification and completion of the child care center.
Public Art: The Development Agreement required Slough to instal/ artwork in two phases,
the first consisting of at least 50% of a specified value by June 2005, with the balance installed
by June 2007. Due to the delayed deliveu, of the site (from what was anticipated when the
Development Agreemen: was executed) and in conjunction with the current project delivery
schedule as indicated above, Slough requests that the delivery of the project an be fled to
buffeting occupancies rather than date-specific. TNs will help ensure that artwork is ~rotected
Eon-. damage dvu-ing s~gmificant site construction. As part of the proposed Development
Agreement Amendment, Slough has requested revised dates for installation of the public art.
F'EBR~dARY 2 0 ~ 5
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BRITANNIA EAST GRAND
PROJECT AND DEVELOPMENT AGREEM2ENT SIYMMARY
Transportation Demand Management: Slough submitted final TDM plan including
proposed survey and report protocol to City in accordance with TDM provision and
Development Agreement. The project TDM plan is to be implemented upon occupancy of
Britan~a East Grand.
Mitigation Monitoring ChecMist: Slough submitted to the City of South San Francisco a
Mitigation Monitoring Checklist detailing proposed status and actions regarding mitigation
measures required by Brit~mnia East Grand Environmental Impact Report.
FEBRUARY 2005
PAGE 2 OF 2