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HomeMy WebLinkAbout2003-03-12 e-packetSPECIAL MEETING CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE MARCH 12, 2003 6:30 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday, the 12th day of March, 2002, at 6:30 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments - comments are limited to items on the Special Meeting ~4genda 4. Closed Session: Pursuant to Government Code Section 54957.6, Labor Negotiations for City Manager; Agency Negotiator Steven Mattas 5. Adjournment /s/Linda Patrick Deputy City Clerk AGENDA REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM MARCH 12, 2003 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meetings of the Redevelopment Agency are held on the second and fourth Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item no~t on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE GENERALLY LIMITED TO FIVE (5) M1NUTES PER SPEAKER. In the event that there are more than six persons desiring to speak, the Chair may reduce the amount of time per speaker to three (3) minutes. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. KARYL MATSUMOTO Vice Chair RICHARD A. GARBARINO Boardmember BEVERLY BONALANZA-FORD Investment Officer MICHAEL A. WILSON Executive Director PEDRO GONZALEZ Chairman JOSEPH A. FERNEKES Boardmember RAYMOND L. GREEN Boardmember SYLVIA M. PAYNE Clerk STEVEN T. MATTAS Counsel PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR 1. Motion to approve the minutes of the February 26, 2003 regular meeting 2. Motion to confirm expense claims of March 12, 2003 ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING MARCH 12, 2003 AGENDA PAGE 2 AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM MARCH 12, 2003 7:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the City Council on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking action on any item no__!t on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE GENERALLY LIMITED TO FIVE (5) MINUTES PER SPEAKER. In the event that there are more than six persons desiring to speak, the Mayor may reduce the amount of time per speaker to three (3) minutes. Thank you for your cooperation. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. PEDRO GONZALEZ Mayor KARYL MATSUMOTO Mayor Pro Tem JOSEPH A. FERNEKES Councilman RICHARD A GARBARINO Councilman RAYMOND L. GREEN Councilman BEVERLY BONALANZA-FORD City Treasurer SYLVIA M. PAYNE City Clerk MICHAEL A. WILSON City Manager STEVEN T. MATTAS City Attorney PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS · BART Construction Update - Nia Crowder, South San Francisco BART Liaison AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL · Community Forum · Subcommittee Reports CONSENT CALENDAR 1. Motion to approve the minutes of February 26, 2003 regular and special meetings 2. Motion to confirm expense claims of March 12, 2003 o Resolution amending the FY 2002-03 Capital Improvement Program to include the 2002-03 Street Resuffacing Project program for the repair/maintenance of streets utilized by transit vehicles (RABA Streets) and approve the budget transfer to fund the project Motion to approve encroachment permit with A.R.E. for Bayfront land located at Haskins Way and East Jamie Court Acknowledgement of proclamations issued: Pat O'Brien, Rich Johnson, Jerry Holbrook, Steve Deschler, and Manny Days (retirees), March 7, 2003 PUBLIC HEARING o Compliance hearing to consider Restated and Amended Development Agreement for Terrabay Phase II and Phase III remaining parcels; Applicant: Myers Development Company - Con~nued From February 2~, 2003 mee~ngT, Public hearing opened Community Development Block Grant Program a. Hear testimony on the Housing and Community Development needs for the 5- year Consolidated Plan b. Review proposed activities requesting Community Development Block Grant funds for fiscal year 2003-04; and c. Provide direction to staff regarding funding priorities for the 2003-04 program year REGULAR CITY COUNCIL MEETING MARCH 12, 2003 AGENDA PAGE 2 ADMINISTRATIVE BUSINESS 8. Refinancing Opportunity for 1993 Conference Center Revenue Bonds LEGISLATIVE BUSINESS 9. Waive reading and introduce an ordinance amending SSFMC Chapter 4.04, Purchasing System, and adopt a resolution electing under Public Contract Code 22030 to become subject to the uniform public construction cost accounting procedures ADJOURNMENT REGULAR CITY COUNCIL MEETING MARCH 12, 2003 AGENDA PAGE 3 DATE: TO: FROM: March 12, 2003 Honorable Mayor and City Council Director of Public Works SUBJECT: 2002 - 2003 STREET RESURFACING PROJECTS - PROGRAM FOR THE REPAIR OF STREETS UIiLIZED BY TRANSIT VEHICLES (RABA STREETS) RECOMMENDATION: It is recommended that the City Council adopt a resolution amending the FY 2002-2003 Capital Improvement Program (CIP) to include in the Street Resurfacing Project - The Repair of Streets Utilized by Transit Vehicles (RABA Streets) and approve the budget transfer to fund the project. BACKGROUND: In November 2000, City staff received notification from the County that the Program for Repair/Maintenance of Streets utilized by Transit Vehicles was approved by C/CAG. In December 11, 2000, City staff submitted an application to participate on the program for the Repair of Streets Utilized by Transit Vehicles (RABA Streets). Maximum funding to the City is $200,000.00. In January 18, 2001, the City received a letter from the County recommending to C/CAG that the City should receive the maximum amount of $200,000.00. In February 21, 2001, the City received notification from the County that C/CAG approvedthe City's apphcation to the maximum funding available. County also informed the City that funds would not be available until FY 03-04, but will need a City resolution accepting the funds for C/CAG appropriation. In September 11, 2002, the City adopted Resolution No. 80-2002 authorizing the City to enter into an agreement with C/CAG to participate in the program. The agreement was approved by C/CAG on November 14, 2002. In late December 2002, County staff informed City staff that due to the budget adjustments, the City must complete the project by June 30, 2003 to be eligible for reimbursement. This requires the Capital Improvement Program (CIP) to be revised to include the Repair of Streets Utilized by Transit Vehicles (RABA Streets). Staff Report To: Re: Date: The Honorable Mayor and City Council 2002 - 2003 Street Resurfacing Project (RABA Streets) March 12, 2003 Page 2 The following streets will be resurfaced under this project: · Miller Avenue (from Evergreen Drive - Gardenside Avenue) · Gardenside Avenue (from Crestwood Drive - Miller Avenue) · Crestwood Drive (from Evergreen Drive - Gardenside Avenue) · Shannon Drive (from Oakmont Drive - Gellert Boulevard) · Oakmont Drive (from Westborough Boulevard - San Bruno City Limits) The total budget for the street resurfacing projects, including the RABA street resurfacing, is $1,840,480.00. Below is the cost breakdown: Project Budget *FY 02 - 03 Street Resurfacing Project (Project No. 51-13231-0202) $1,240,480.00 Actual Cost Funds Available For RABA Program $ 800,480.00 $440,000.00 *Mission Road Resurfacing Project (Project No. 51-13231-0305) $ 600,000.00 $ 290,000.00 $310,000.00 Total $1,840,480.00 $1,090,480.00 $750,000.00 *The above projects were reduced in project scopes & construction costs. Funds are available in the current CIP resuffacing program to cover the RABA street resurfacing. After project completion, staff will invoice the County of San Mateo for the C/CAG - RABA grant fund in the amount of $200.000.00. The City will be reimbursed by the County in FY 2003 - 2004. John JDibbs Director of Public Works Approved: ~d~ Michael A. Wil}on City Manager ATTACHMENT: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AMENDING THE FISCAL YEAR 2002-2003 CAPITAL IMPROVEMENT PROGRAM (NO. 03-18) BY TRANSFERRING $310,000. FROM MISSION ROAD RESURFACING PROJECT NO. 51-13231-0305 TO FISCAL YEAR 2002-2003 STREET RESURFACING PROJECT NO 51- 13231-0202 AND BY APPROPRIATING $200,000 IN RABA GRANT PROCEEDS TO THE 2002-2003 STREET RESURFACING PROJECT NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council amends the Fiscal Year 2002-2003 Capital Improvement Program (No. 3-18) by transfemng $310,000 from Project No. 51-13231-0305 to the Street Resurfacing Project No. 51-13231-0202. BE IT FURTHER RESOLVED THAT the City Council hereby further amends the 2002- 2003 Capital Improvement Program by appropriating $200,000 in RABA Grant proceeds, when such funds are received, to the 2002-2003 Street Resurfacing Project No. 51-13231-0202 I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the _ day of ,2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk S :\Current Reso's~3 - 12RABA .res. doc Staff Report DATE: March 12, 2003 TO: Honorable Mayor and City Council FROM: Assistant City Manager SUBJECT: Encroachment Permit - Bayfront Land at Haskins Way. Request to authorize the Public Works Director to issue an encroachment permit to A.R.E. East Jamie Court, LLC to install and maintain Bay Trail improvements on bayfront land. Location: SE comer of East Jamie Court and Haskins Way (APN#015-102-250) Case No: P02-0042 Applicant: A.R.E. East Jamie Court, LLC Owner: Richard Haskins RECOMMENDATION: It is recommended that the City Council, by motion, authorize the Public Works Director to issue an encroachment permit to A.R.E. East Jamie Court, LLC to allow for installation and maintenance of Bay Trail improvements on bayfront land. BACKGROUND/DISCUSSION: On November 21, 2002, the Planning Commission approved a Use Permit to construct a two building office/R&D complex on a vacant 6.13-acre site adjacent to the San Francisco Bay at the southeast comer of East Jamie Court and Haskins Way. As required by the City's General Plan and the Bay Conservation and Development Commission (BCDC), the project includes a 100-foot landscaped setback along the Bay shoreline that includes the bay trail, periodic seating areas, and other ancillary improvements; neither the buildings nor parking encroach into the shoreline band. This trail will provide a link to the trail improvements at the Scavenger site to the north, and will tie in with more informal trail improvements to the south. The proposed trail improvements encroach upon State lands which the State granted to the City in the early 1900's. The terms of the grant allow the City to authorize use of these lands for any and all purposes so long as there is no interference with navigation or commerce. BCDC requested the applicant seek authorization from the City to provide the trail in this location as it would bring residents closer to the bay edge and would connect nicely with existing trail improvements on either end of the site. The Planning Commission supported this request as a beneficial use of these lands, Staff Report To: Honorable Mayor and City Council RE: Encroachment Permit - Bayfront Land ~ Haskins Way Date: March 12, 2003 Page 2 and approved the project subject to the condition that the applicant obtain City authorization to construct the improvements at this location prior to issuance of a building permit. The applicant has subsequently formally requested an encroachment permit to construct and maintain the Bay Trail improvements on this bayfront land. Encroachment Permit The draft encroachment permit, attached, would provide access to the subject property to the applicant for the sole purpose of constructing, altering, maintaining, and/or repairing any buildings, structures, fixtures, landscaping, or other improvements that are reasonably necessary to satisfy BCDC requirements. During the life of the project the applicant would bear sole cost and responsibility for maintenance of the trail. In addition, the encroachment permit would require that the applicant maintain a performance bond in the amount of $50,000 guarantying that the area is maintained, and would also indemnify the City for BCDC compliance, maintenance and the use of the trail. As this encroachment permit must also be approved by BCDC there may be minor modifications to the document language prior to formal issuance. Any substantive changes would require reconsideration by the City Council. Zoning/General Plan Consistency In approving the Use Permit for the project, the Planning Commission found the proposed use of the bay front lands for trail improvements to be consistent with both the City's General Plan and Zoning Ordinance which designate these lands as "Park and Recreation" and "Open Space", respectively. CONCLUSION: The proposed encroachment permit would allow the subject bayfront lands to be used in a productive manner for the benefit of the public by allowing the trail improvements to be provided closer to the Bay edge and in a location where the trail will easily connect with the existing trail improvements to the east and west of the site. Consequently, staff recommends that the City Council, by motion, authorize the Public Works Director to issue an encroachment permit to A.R.E. East Jamie Court, LLC to allow for installation and maintenance of Bay Trail improvements on this bayfront land. MiChael .&. ~v'i]~so) City Manager ATTACHMENTS: Draft Resolution w/Lease Agreement Exhibit ENCROACHMENT PERMIT [Findings and Conditions] FINDINGS OF APPROVAL ARE-East Jamie Court, LLC, a Delaware limited liability company ("Applicant"), currently occupies approximately 6.13 acres of land (the "Principal Property") at the southeasterly corner of Haskins Way and East Jamie Court (Assessor's Parcel No. 015- 102-250) in the City of South San Francisco, California (the "City"). Applicant occupies the Principal Property as the current holder of the ground lessee's interest under a certain Ground Lease dated as of March 1, 2002, by and between Richard Elmo Haskins, a married man as his sole and separate property (the "Principal Property Fee Owner"), as landlord, and AES South City, LLC, a Delaware limited liability company ("AES-SC"), as tenant (which includes a certain Addendum To Ground Lease also dated as of March 1, 2002) (collectively, the "Principal Property Ground Lease"). Record evidence of the Principal Property Ground Lease is set forth in a certain Memorandum of Ground Lease dated March 1, 2002, for reference purposes only, executed and acknowledged on behalf of the Principal Property Fee Owner and AES-SC, and recorded on April 3, 2002, as Instrument No. 2002-064418 in the Official Records of San Mateo County, California (the "Official Records"). Applicant acquired the ground lessee's interest under the Principal Property Ground Lease pursuant to a certain Assignment and Assumption of Ground Lease dated April 15, 2002, for reference purposes only, executed and acknowledged on behalf of AES-SC, as assignor, and Applicant, as assignee, with a Consent of Ground Lessor executed and acknowledged on behalf of the Principal Property Fee Owner, recorded as one document on April 18, 2002, as Instrument No. 2002-076192 in the Official Records. Applicant has obtained a Use Permit (UP-02-0042 & MND-02-0042) (the "Use Permit") for the development on the Principal Property of an office / R&D complex (the "Project") consisting of two buildings totaling 133,000 sq. ft., with one building being two stories over a parking level (57,500 sq. ft.) and the other building being three stories (75,300 sq. ft.). A portion of the Principal Property is subject to the jurisdiction of the San Francisco Bay Conservation Development Commission (the "BCD¢"). In order to develop the Principal Property in accordance with the Use Permit, Applicant must obtain a permit from the BCDC (a "BCD¢ Permit") and must satisfy the requirements of such BCDC Permit (the "BCDC Permit Requirements"). The BCDC Permit Requirements will include the construction and maintenance of certain public access and other improvements on the land (generally, the "Shoreline Property") immediately south of the Principal Property, between the Principal Property and the San Bruno Canal portion of the San Francisco Bay (generally, the "Bay"). Attached to this Encroachment Permit as Exhibit A is a map generally depicting the Principal Property and the Shoreline Property. All tide and submerged land within the boundaries of the City (which the Applicant and the City are informed and believe includes the Shoreline Property) was granted to the City, in trust, by the State of California pursuant to legislative grants embodied in Chapter 345 of the 1913 Statutes and in Chapter 56 of the 1925 Statutes (the "Granting Statutes"). C:gARE-AES-JamieCt\ShorelineEncroachPermit4 -1 - CONDITIONS OF APPROVAL Access To Shoreline Property; Applicant's Responsibilities. Applicant shall have access to the Shoreline Property for the sole purpose of constructing, altering, maintaining, and/or repairing any buildings, structures, fixtures, landscaping, or other improvements that are reasonably necessary or appropriate in order to satisfy the BCDC Permit Requirements (the "Improvements"). Applicant shall not use this access to the Shoreline Property for any other purpose whatsoever. All obligations set forth in the BCDC Permit Requirements (including, but not limited to, all obligations to maintain and repair the Improvements (the "Maintenance Obligations")) shall be performed by Applicant or its authorized representatives, at Applicant's sole cost and expense. The Maintenance Obligations shall continue for as long as any material portion of the Project exists on the Principal Property; provided, however, if the BCDC Permit expires or ceases to exist or the BCDC Permit Requirements otherwise become no longer applicable to or enforceable against the Principal Property, either the City or Applicant may elect, at any time thereafter, to have the Improvements removed and such removal ("Removal") shall be performed by Applicant or its authorized representatives, at Applicant's sole cost and expense. Until such Removal at the election of either the City or Applicant, Applicant shall continue to be solely responsible for the Maintenance Obligations. The City shall have no responsibility or obliqation whatsoever to improve, alter, maintain, or repair the Improvements, to satisfy any of the BCDC Permit Requirements, or to perform any Removal. Applicant shall make its own arrangements, at Applicant's sole cost and expense, for any gas, electricity, or any other utility that may be required in connection with the Improvements. Applicant shall pay before delinquency, directly to the appropriate company or governmental or quasi-governmental body or agency having jurisdiction, all charges for any utilities that may be consumed in connection with the Improvements. Except to the extent expressly required in this Encroachment Permit or in the "Excavation and Construction on Public Property" Ordinance (South San Francisco Municipal Code ("SSFMC") Chapter 13.04), Applicant is undertaking and assuming only: (i) the obligations to construct the Improvements, to perform the Maintenance Obligations, and to satisfy the BCDC Permit Requirements and the requirements of this Encroachment Permit (the "Encroachment Permit Requirements"); and (ii)those other obligations or liabilities that directly or indirectly relate to Applicant's performance of, or failure to perform, the Maintenance Obligations or Applicant's satisfaction of, or failure to satisfy, the BCDC Permit Requirements or the Encroachment Permit Requirements. Applicant is not undertaking or assuming any other obligations or liabilities with respect to any activities of members of the general public in, on, or about the Shoreline Property. Applicant shall not have any duty to provide security or emergency services for, or to oversee, direct, supervise, or control any activities of, members of the general public in, on, or about the Shoreline Property, and will C:~ARE-AES-JamieCt\ShorelineEncroachPermit4 -2- not be responsible for ensuring the personal safety of any members of the general public using (or misusing) the Shoreline Property. As examples only, Applicant will have no obligation to arrange for, make available, or provide any security guards, lifeguards, protective machinery, equipment, or gear, emergency or other medical personnel, equipment, or supplies, or any 'other public safety personnel or resources. The foreqoin,q delineation of the parameters of Applicant's responsibilities under this Encroachment Permit is not o intended, and may not be construed or interpreted, as an acknowled.qment~ recognition, or acceptance by the City of any obli.qations with respect to the Shoreline Property. Performance Bonds. ao At all times after the Improvements have been constructed, Applicant, at Applicant's sole cost and expense, shall maintain performance bonds in the aggregate amount of $50,000.00 guarantying to the City Applicant's performance of the Maintenance Obligations. Any performance bond maintained under this Encroachment Permit shall be issued by a reputable surety company licensed to do business in the State of California, shall name the City as obligee, shall not be cancelable or terminable unless at least 30 days' notice thereof has been filed with the City Clerk, and otherwise shall comply in all material respects with any other specifications described in SSFMC Section 13.04.050. These performance bonds are being provided because of the placement of the Improvements on public property. Since such bonds will be maintained in any event, the Director of Public Works has not been asked to undertake, and has not undertaken as of the time this Encroachment Permit is being issued, any analysis, study, or investigation of whether or not the nature of the work covered by this Encroachment Permit is such that if left incomplete it will create a hazard to human life or endanger adjoining property or property at a higher or lower level, or any street or street improvement, or any other public property (as described in SSFMC Section 13.04.050). The City reserves the right, at any time in the future, to undertake such an analysis, study, or investigation and, if warranted thereby, to make such a finding. Insurance. At all times while this Encroachment Permit is in effect, Applicant, at Applicant's sole cost and expense, shall procure and maintain commercial general liability insurance insuring against injuries or damages to persons or property sustained in, on, or about the Shoreline Property and/or the Improvements that may arise from or out of the performance of the work covered by this Encroachment Permit (including damage to the City by deposit or washing of material onto City streets of other public improvements), with limits of liability no less than $2,000,000.00 per occurrence and in the aggregate. All policies of insurance obtained by Applicant hereunder shall name the City and its officers, employees, and authorized agents as additional insureds and shall: a. Be written as primary policies or under one or more umbrella policies. Contain an endorsement providing that the amount of coverage shall not be materially reduced with respect to the City, and shall not be cancelable or C:~ARE-AES-JamieCt\ShorelineEncroachPermit4 -3- terminable, unless at least 30 days' notice thereof has been filed with the City Clerk. Expressly provide that the City shall not be required to give notice of accidents or claims and that the City shall not have any liability for premiums. Be issued by insurance companies having a rating of not less than policyholder rating of A and financial category rating of at least Class X in "Best's Insurance Guide". Contain the following endorsement: "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted" (as described in SSFMC Section 13.04.060.C.). Otherwise comply in all material respects with the insurance specifications described in SSFMC Section 13.04.060.B. Applicant shall provide to the City certificates of insurance for the policies obtained by Applicant hereunder promptly upon the request of the City. Notwithstanding SSFMC Section 13.04.060, it is the City's policy to require any and all persons operating on public property to maintain acceptable insurance. Accordingly, since such insurance will be maintained in any event, the Director of Public Works has not been asked to undertake, and has not undertaken as of the time this Encroachment Permit is being issued, any analysis, study, or investigation of whether or not the nature of the work covered by this Encroachment Permit is such that it might create a hazard to human life or endanger adjoining property or property at a higher or lower level, or any street or street improvement, or any other public property (as described in SSFMC Section 13.04.060). The City reserves the right, at any time in the future, to undertake such an analysis, study, or investigation and, if warranted thereby, to make such a finding. Hold Harmless. Except to the extent attributable to the intentional or grossly negligent acts or omissions of the City or the City's agents, employees, contractors, tenants, or invitees, Applicant shall indemnify, protect, defend, and hold harmless the City from and against all claims and liabilities arising from or relating to (a)the construction of the Improvements or the performance of the Maintenance Obligations, and (b)the satisfaction of any of the BCDC Permit Requirements or the Encroachment Permit Requirements. If Applicant is required to defend any action or proceeding covered by the foregoing indemnity to which the City is made a party, the City shall also be entitled to appear, defend, or otherwise take part in the matter involved, at its election, by counsel of the City's own choosing, and to the extent the City is indemnified hereunder, Applicant shall bear the cost of the City's defense, including reasonable attorneys' fees and costs. C:~,RE-AES-JamieCt~ShorelineEncroach Permit4 -4- Miscellaneous. This Encroachment Permit shall not be subject to an expiration date and shall remain in effect indefinitely, except to the extent expressly provided otherwise below. As such, no extensions of time shall be necessary pursuant to SSFMC Section 13.04.100. This Encroachment Permit may be revoked by the City: for cause, under the circumstances and using the procedures described in SSFMC Section 13.04.080; (ii) if required under any federal or state law, regulation, order, or judgment; or if the City makes an explicit finding that the Shoreline Property is necessary for a higher public use in accordance with the terms and conditions of the Granting Statutes. If the City revokes this Encroachment Permit under the circumstances described in subparagraph (i) above, Applicant will be responsible, at Applicant's sole cost and expense, for the Removal of the Improvements in the manner described in paragraph d below and for any consequences of such Removal under the BCDC Permit (including, but not limited to, any applicable fines or penalties). Notwithstanding any provision of this Encroachment Permit to the contrary, if the City revokes this Encroachment Permit under the circumstances described in subparagraph (iii) above, the City will be responsible, at the City's sole cost and expense, for performing the Maintenance Obligations and satisfying the BCDC Permit Requirements or, if the City elects to remove any of the Improvements, for performing such Removal and for any consequences of such Removal under the BCDC Permit (including, but not limited to, any applicable fines or penalties). This Encroachment Permit shall be transferable to any person or entity who has previously acquired or is concurrently acquiring the right to occupy and operate the Project (whether that right is as the ground lessee under the Principal Property Ground Lease or, upon the expiration or earlier termination of the Principal Property Ground Lease, pursuant to a fee interest in the Principal Property), provided that the written consent of the Director of Public Works is obtained (SSFMC Section 13.04.070). During the term of this Encroachment Permit, the Improvements (including all additions and alterations thereto or replacements thereof and all appurtenant fixtures, machinery, and equipment installed therein) shall be and remain the property of the Applicant or its successors-in-interest. Nothing in this Encroachment Permit, however, shall be deemed, construed, or interpreted as giving or granting to Applicant, or creating or vesting in Applicant, any ownership right, title, or interest whatsoever in or to any portion of the Shoreline Property. Any Removal that Applicant may be required to perform under this Encroachment Permit (i) shall include only the removal of physical structures, the return of the .surface of the Shoreline Property as nearly as is commercially reasonable under the circumstances to the condition in existence immediately prior to the removal of the physical structures, and the repair of any material C:~,RE-AES-JamieCt\ShorelineEncroachPermit4 -5- damage caused by or occasioned as a result of any of the foregoing, and (ii) shall be done as promptly as commercially reasonably. Such Removal shall not include the removal of any landscaping or the performance of any other grading or slope work. At all times during any such Removal, Applicant, at Applicant's sole cost and expense, shall maintain performance bonds in an aggregate amount sufficient to guaranty to the City Applicant's performance of the Removal. Said amount shall be determined by the Director of Public Works prior to the Applicant beginning the Removal. Upon such determination, the Director of Public Works shall provide written notification of the necessary bond amount to the Applicant, a copy of which shall be attached to this Encroachment Permit as Exhibit B. Such bonds shall satisfy the requirements set forth in Condition 2.b. above. C:~ARE-AES-JamieCt\ShorelineEncroachPermit4 -6- EAST JAMIE COURT PROPOSED BUILDING 1 2-STORY LAB/OFFICE OVER PARJ<ING GARAGE' 57. 700 SF PROPOSED 3-STORY LAB/OFFICE 75,3b0 SF SITE / BUILDING DATA PRINCIPAL PROPERTY AREA 6.13 ACRES (267,023 SF) PARCEL MAP: PARCEL 2 (BK 51 P.M. PG97) ASSESSOR'S PARCEL NUMBER: APN-015-102-250 SHORELINE PROPERTY AREA 1.24 ACRES (54,175 SF) SITE PLAN ( O' 30' t._m , 15' 60' DATE: TO: FROM: SUBJECT: March 12, 2003 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager Review of Restated and Amended Development Agreement for the Remaining Parcels of Phase II and Phase 1II of the Terrabay Development RECOMMENDATION That the City Council conduct a compliance review hearing for the Development Agreement governing the project at Terrabay and provide direction to staff regarding proposed amendments to the Amended and Restated Development Agreement for Development Agreement. BACKGROUND/DISCUS SION In May 1983, the City Council adopted Ordinance No. 921-83 approving and adopting a "Development Agreement" with Terrabay Partners, which is referred to herein as the "Original Agreement." On September 25, 1996, the City Council approved the first "Amendment to Development Agreement," amending the provisions of the Original Agreement relating to the construction of the Recreation Center and replacing the construction of a child care center with the payment of an in-lieu fee. In January of 1997, the City Council approved a "Second Amendment to Development Agreement" which extended the term of the Original Agreement to February 14, 2007. In December 1999, City Council approved an "Amended and Restated Development Agreement" for Phase H-Woods (together the Original Agreement, the Amendment to the Development Agreement, and the Second Amendment to the Development Agreement and the Woods Agreement are the "Agreement"). The City Council adopted the Restated and Amended Development Agreement for the "Remaining Parcels" of Terrabay on December 13, 2000. That Restated and Amended Agreement was subsequently amended to incorporate changes to permit processing and the configuration of the 70 paired residential units. In addition to the amendments to the Develbpment Agreement, the City and Myers Development Company executed a Rough Grading Agreement as approved by City Council on August 6,2001. The Restated and Amended Development Agreement ("Development Agreement") is due to expire February 14, 2007. The purpose of this report is to advise the City Council of the proposed devetopment schedule for the project and to identify any areas of concern that may be addressed in a Second Amendment to the Restated and Amended Development Agreement. Council may recall that when the project was first presented by Owner, there was strong demand for commercial development. Owner was prepared to proceed with development of the commercial project immediately and staff negotiated to tie the residential portion of the project, including the Below Market Rate units, to construction of the commercial project. However, the demand for office space has diminished and development of the commemial component is uncertain. Because public amenities are linked to development of the commercial component, it is likewise unclear as to when the City will receive such amenities. To assist Council in its review, relevant provisions of the Development' Agreement and Final Terrabay Specific Plan are set forth below. Phasing of Construction: The Final Terrabay Specific Plan, adopted in December 2000, provides that the project will be developed in phases. The first phase of the project is defined as the 70 unit paired housing, the 32 Below Market Rate residential units and the Commercial Component (a 665,000 square foot office development that includes a 100-child daycare facility, a 150 seat performing arts theatre and retail space). Phase II of the project is defined as the Condominium Component. Additionally, page II-10 3 of the Specific Plan states that "[i]n response to the City's and the community's concern for maintaining an optimum jobs/housing balance in South San Francisco, MDC and the City have also agreed that the Office component and the 70 unit attached, single-family homes or the 96-unit apartment building shall commence simultaneously." The Specific Plan also provides that the employees of the office development are to be given a right of first refusal on the residential units as part of a comprehensive marketing program. Evaluation: The Final Terrabay Specific Plan and Development Agreement were amended in January 2001 in order to incorporate the changes related to the configuration of the 70 unit residential portion and the development approval process. A Second Amendment to the Specific Plan was considered and approved by Council on April 11, 2001. The Second Amendment introduced valet parking for the commercial poi'tion and increased the number of units in the condo from 96 to 112. The Precise Plan, Vesting Tentative Map, which vested the Owner to develop 112 units in the condominium, and Chapter 20.63 were approved by the Council on May 9, 2001. The Development Agreement has not been amended since January 2001 and as such does not incorporate changes made to the Specific Plan or Chapter 20.63. Accordingly, the Development Agreement entitles the Owner to develop 96 units in the condominium while the Vesting Tentative Map entitles development of 112 units. To date, Owner has received grading permits for the 70 paired residential units (Phase I under the Specific Plan) and the Condominium Component (Phase 11 in the Specific Plan). By agreement approved on August 6, 2001, the City allowed Owner to begin construction of the 70 residential units without requiring construction to begin on the commercial component. As of this date, Owner has not commenced construction of the Commercial Component. Owner has agreed, in concept, to extend the term of the Development Agreement for 10 years. o o Residential Development: The Restated and Amended Development Agreement entitles the Owner to develop a total of 198 residential units. Those units consist of 70 on-site units and 32 off-site Below Market Rate units as part of Phase I of the Development and 96 condominium units as part of Phase II. Owner agreed to phase construction such that construction of the 70 residential units would begin at the same time as construction of the commercial development. Construction of the Below Market Rate units is tied to development of the Commercial Component. Owner is required to secure sites for the 32 moderate-income units prior to receiving a Certificate of Occupancy for the Commercial component and must commence construction of the 32 moderate- income units within a prescribed period of time from having received a Certificate of Occupancy for the office building of the commercial development. 96 Unit Condominium Component: Construction of the condominium is also tied to development of the commercial portion. The Development Agreement provides that Owner must commence construction of the condominium component prior to receipt of a Certificate of Occupancy for the commercial development and provides penalties if construction does not proceed in the time allotted. Targeted Marketing Plan: Owner agreed to market the residential units to specific members of the community in accordance with the Final Terrabay Specific Pian and Transportation Demand Management Program identified therein. Eligible members of the community are defined as 1) employees of the tenant/tenants of the commercial component, if any; 2) employees of businesses located East of the 101 Plan Area; and, 3) employees of businesses and government entities located within the City of South San Francisco, including school district and City employees. Additionally, Owner is required to submit monthly progress reports to the City in order to ensure compliance with the approved marketing plan. Child Care Center: Owner will provide a 100 child child-care center ("Childcare Center") in the commercial building that will remain open so long as there is a commercial tenant for the building. The Childcare Center will open as soon as a tenant occupies the commercial building and the hours of operation will be sufficient to meet the demand of the commercial tenant. Owner will be solely responsible for securing a provider for the Childcare Center and will be responsible for ensuring the Center meets all applicable Federal, State and local laws governing such facilities. Because the child care center is linked to development of the commercial component, if the office project is not constructed, the Development Agreement does not expressly obligate the Owner to construct the facility at an alternative location. Performing Arts Center: Owner agreed to include a 150 seat Performing Arts Center ("Center") located within the office development. The City would have access to the facility for community performances but, as noted, the Performing Arts Center is part of the office project. As with the child care facility, construction of the office component triggers construction of the Performing Arts Center and there is no express obligation to undertake construction of the facility until the commercial component is constructed. o Recreation Facility: Owner intended to secure an organization to operate a recreational facility on that parcel formerly known as "Commons West." When the Development Agreement was approved, Owner had entered into a Letter of Intent with the YMCA to operate the facility. The Development Agreement provides that if the Owner were unable to secure an organization acceptable to the City to operate the facility, Owner was obligated to dedicate the Commons property to San Mateo County Department of Parks and Recreation or another public agency approved by the City for inclusion in the San Bruno Mountain Park. Owner had two years from the date City Council approved the Final Terrabay Specific Plan to secure an organization or effect the dedication. Evaluation: In August 2001, Council approved a Rough Grading Agreement with Owner that altered the requirement for construction of a recreation facility. Instead, Owner was required to dedicate the recreational parcel to the City and provide rough grading services for a road to the recreation parcel and the pad at a cost not to exceed $300,000. Owner is prepared to dedicate the parcel and, in lieu of grading, provided the City with $300,000. Transportation Demand Management Program ("TDM Program"): Owner is required to implement, monitor and enforce the TDM Program identified in the Final Terrabay Specific Plan. The TDM Program relates primarily to the commercial component. Therefore, compliance has not been assessed at this time. Restoration of Land: Owner was required to fund and implement a land restoration program for the Recreation Parcel (formerly Commons West Parcel) and the Preservation Parcel. Restoration has begun but is not expected to be complete for several years. However, staff is satisfied that sufficient efforts have been undertaken to make a determination that Owner has complied with this requirement. Traffic Improvements: Under the original development agreement and supporting environmental review, Owner was required to construct the Oyster Point Boulevard Hook Ramps and Flyover Project. In the Woods Agreement, Owner paid $3.5 million dollars as a partial payment towards construction of the Oyster Point Project. In consideration for the City constructing those improvements, Owner agreed to pay the City, in the form of .a Set Aside Letter, five million ($5,000,000) dollars prior to receiving a grading permit for any phase of development in the Project or on or before August 1, 2001, whichever occurred first and, if no grading permit was requested by that time, Owner was required to pay interest on the five million dollars the City would draw down on the funding agreement with the San Mateo County Transportation Authority. Evaluation: Pursuant to the terms of the Rough Grading Agreement approved August 6, 2001, Owner was permitted to phase payment of the traffic improvement obligation. With regards to the requirement to provide a five million dollar set aside letter for the Oyster Point Interchange improvements, the agreement provides that upon issuance of the rough grading permit, the developer was to provide a set aside letter in the amount of $1.1 million and would begin making interest payments to the City in an amount equal to the interest that would be payable if the City exercised its rights to borrow funds from the San Mateo County Transportation Authority. The Owner was to provide an additional 1.1 million dollar set aside letter on issuance of the rough grading permit for the condominium parcel. Final payment of z,.8 million dollars is to be made upon issuance of the rough grading permit for the commercial parcel. To secure the payment obligations, the City has a Deed of Trust on the commercial parcel. The City may call on its Deed of Trust if Owner fails to obtain a grading permit for any phase of the project by December 3 I, 2004. Owner has paid $2.2 million dollars of the $5.0 million dollar obligation. A Set Aside Letter in the amount of $1.1 million dollars was paid by Western Pacific Housing, successor in interest to Myers Peninsula Company, for the development of the 70 paired residential units. An additional $1.1 million dollars was paid by check out of escrow when Myers Residential Ventures obtained a grading permit for the condominium. When the City Council adopted the Restated and Amended Development Agreement for the "Remaining Parcels" of Terrabay on December 13, 2000, Owner addressed the Council and stated that a minor text amendment to the Development Agreement and the Final Terrabay Specific Plan would be requested to accommodate rough grading of the residential and commercial components of Terrabay simultaneously. Myers submitted a letter to staff on December 14, 2000 requesting the change. Both the Specific Plan and Development Agreement were amended in January 2001 to reflect the change in grading schedule. Additionally, Exhibit D to the Restated and Amended Agreement was revised to incorporate the proposed order of document review and approval as set forth in the amendment to the Final Terrabay Specific Plan. CONCLUSION: Owner and staff have agreed, in concept, to amend the development agreement to extend the term an additional 10 years. Given the uncertainty of full development of the project, staff recommends that an amendment to the agreement incorporate the changes in development phasing and the terms of the Rough Grading Agreement. Other terms may be amended at the direction of the City Council based on the testimony received at the compliance review heating. ATTACHMENTS: A. Restated and Amended Development Agreement for Remaining Parcels of Phase 11 and Phase III of the Terrabay Development B. First Amendment to the Restated and Amended Development Agreement for the Remaining Parcels of Phase II and Phase m of the Terrabay Development. C. Rough Grading Agreement City Manager Enclosure: Ordinance ATTACHMENT A City of South San Francisco When Recorded Mail To: City Clerk City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 $~ OOC ti 2002--03801? ED e3/el/2ee2 ea:44~ ~o Fee:NC Page'l of Recorde~ ~n Official Records ~ .I - County o~ San ~a~eo 8Y SOUTH S~N Space above this line for Recorder's Use RESTATED AND AMENDED DEVELOPMENT AGREEMENT FOR REMAINING PARCELS OF PHASE [[ AND PHASE [II OF THE TERRABAY DEVELOPMENT BETWEEN TIlE CITY OF SOUTH SAN FRANCISCO MYERS PENINSULA COMPANy, L.L.C. 2 C~. -~,L. RECORDS FlEE i,,iO. ,,5'-~ ~ ~ RESTATED AND AMENDED DEVELOPMENT AGREEMENT FOR REMAINING PARCELS OF PHASE H AND PHASE III OF THE TERRABAY DEVELOPM'ENT This RESTATED AND AMENDED DEVELOPMENT AGREEMENT is dated January 11,. 2001, ("Restated Agreement"), between Myers Peninsula Company, L.L.C. ("Owner") and the City of South San Francisco, a Municipal corporation ("City") (together "Parties"), organized and existing under the laws of the State of California. RECITALS Ao 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; and, Bo 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, WHEREAS, City and Owner, in furtherance of the implementation of the Final Terrabay Specific Plan and this Restated Agreement, desire to declare their intentions to focus their efforts and work together to constructively facilitate and achieve the full and complete development and construction of the Project and to undertake such further consistent and appropriate efforts as are necessary to accomplish that goal; and, Do Eo WHEREAS, this Restated Agreement concerns the tracts of land owned by the Owner ("Property"), particularly described and as shown in Exhibits "A" and "B," attached hereto and incorporated herein by reference; and, WHEREAS, the current condition of title to the Property is depicted in the Preliminary Title Reports issued by Commonwealth Land Title Insurance Company under its Policy Numbers: datecl/~./~ . .ma~t/q, :R~a5 a copy of which is attached as Exhibit "C;" and, WHEREAS, the Property is the remaining parcels of Phase II and Phase llI previously referred to as the "Point, Commons and Commercial Parcels" of a three (3) phase project being developed by Owner and its successors in interest (together these "Phases I, II and m" are the "Terrabay Development"); and, WHEREAS, Terrabay, a California general partnership ("Terrabay") has caused to be prepared, and the City has accepted and approved by City Council Resolution No. 159-82 on December 2, 1982, a specific plan for the Property, which is entitled "Specific Plan for Terrabay.Development," dated July, 1982 (''Specific Plan"); and, Restated and Amended Development Agreement Remaining Parcels of Phase 11 and Phase III Tcrrabay November 29, 2000 Rev. 1.4.6.Final 1 of 18 CENTRAL RECORDS Jo K L° No O° Po WHEREAS, the City Council adopted Resolution No. 193-96, dated December 18, 1996, extending the term of the Specific Plan to February 14, 2007; and, WHEREAS, Owner has proposed certain modifications to the development plans for the Property in the "Final Terrabay Specific Plan for the Terrabay Development" dated October 19, 2000 ("Final Terrabay Specific Plan"), and the City has reviewed and approved said Final Terrabay Specific Plan concurrently with this Restated Agreement; and, WHEREAS, development of the property is subject to the covenants and conditions contained in the San Bruno Mountain Habitat Conservation Plan and the Agreement related thereto approved and adopted by Resolution No. 139-80 of the City Council on November 15, 1982; and, WHEREAS, on May 18, 1983, the City Council adopted Ordinance No. 921-83 approving and adopting a "Development Agreement" ("Original Agreement"); and, WHEREAS, on September 25, 1996, the City Council approved the first "Amendment to Development Agreement," amending the provisions of the Original Agreement relating to the construction of the Recreation Center and replacing the obligation to construct a child care center with the payment of an in-lieu fee; and, WHEREAS, on January 8, 1997, the City Council approved a "Second Amendment to Development Agreement" extending the term of the Original Agreement to February 14, 2007; and, WHEREAS, the City Council approved a"Woods Only Specific Plan II" on May 12, 1999; and, WHEREAS, the City Council adopted an "Amended and Restated Development Agreement" for Phase Il-Woods on December 15, 1999; and,. WHEREAS, together the Original Agreement, the Amendment to the Development Agreement, the Second Amendment to the Development Agreement and the Amended and Restated Development Agreement for Phase II Woods constitute the "Agreement;" and, WHEREAS, the Parties desire to enter into this Restated Agreement for the Property; and, WHEREAS, on March 22, 1989, the City adopted Resolution No. 43-89 approving a Precise Plan ("Precise Plan") and a vesting tentative subdivision map for Phase I of the Project; and, mm mmmmm mm mm mm mm Restated and Amended Development Agreement Remaining Parcels of Phase H and Phase III Terrabay November 29, 2000 Rev. 1.4.6.Final -4- 2 o fl8 CENTRAL RECORDS FILE NO. ~"~ ~ Vo Xo Yo Z° WHEREAS, this Restated Agreement enumerates those obhgations created by the Agreement that relate to the remaining parcels of Phase H and Phase IlI only and that have not been satisfied by performance and, for additional consideration exchanged, creates certain additional fights and obligations; and, WHEREAS, while many of the rights and obligations in this Restated Agreement are consistent with those in the Agreement, if there is a conflict between the rights or obligations under the Agreement and the Restated Agreement with regard to the remaining parcels of Phase H and Phase lII only, including without limitation those improvements identified in Exhibit "D," the Restated Agreement shall control; and, WHEREAS, all terms, conditions, requirements, exhibits, and vested rights of the Parties under the Agreement with regard to the Property which are not in conflict with and are not inconsistent with the terms of this Restated Agreement shall remain in full force and effect; and, WHEREAS, the Restated Agreement only relates to the Property and does not relate to other parcels of Phase II or Phase I. All provisions of the Agreement relating to Phases I and II and the Restated and Amended Development Agreement for the Woods East and West Areas of Phase II of the Terrabay Development are not amended or affected by this Restated Agreement and remain in full force and effect; and; WHEREAS, Owner has requested City to undertake certain public improvements for which the Owner was obligated to provide under the Agreement and agrees to pay the City an in lieu fee for the construction of said improvements; and; WHEREAS, to facilitate construction of said public improvements, and in consideration of the property conveyed to Owner by City, Owner conveyed a portion of the property to the City; and; WHEREAS, on October 11, 2000, the City Council approved an agreement and its related exhibits ("Myers Property Agreement") attached as Exhibit "E" with Owner whereby Owner and the City would exchange certain property interests in order to construct public improvements required under the Agreement and 1998-1999 Supplemental Environmental Impact Report; and, WHEREAS, as part of the Myers Property Agreement; Myers, Eller Media and the City have agreed to relocate the signs currently situated on the property at no cost to the City; and, WHEREAS, the terms of the agreement ("Sign Relocation Agreement") are set forth in Exhibit "F" attached hereto and incorporated herein; and, Restated and Amended Development Agreement Remaining Parcels of Phase II and Phase 111 Terrabay November 29, 2000 Rev. 1.4.6.Final -5- 3 of 18 CENTRAL RECORDS FlEE NO. ,..,~"-~ ~,~' BB. CC. DD. EE. FF. GG. WHEREAS, development of the Property is governed by the terms, conditions and restrictions contained in the Mutual Release and Settlement Agreement between Terrabay Partners, L.L.C., Myers Development Company, L.L.C., the City, San Bruno Mountain Watch and the Center for Biological Diversity, dated March 2000; and, WHEREAS, as required in the 1998-99 Supplemental Environmental Impact Report, development of the Property shall be in accordance with the Mitigation Monitoring and Reporting Program for the Final Terrabay Specific Plan which shall be submitted to the City Council prior to Precise Plan review; and, WHEREAS, in consideration of the rights conferred herein, Owner has agreed to provide a 100 child child-care facility; a Perfonning Arts Center and to aggressively market the residential units proposed in the Project to tenants of the commercial property; and, WHEREAS, all proceedings necessary for the valid adoption and execution hereof have taken place in accordance with Government Code Sections 65864 through 65869.5 and with Chapter 19.60 of the South San Francisco Municipal Code; and, WHEREAS, the City Council has found that this Restated Agreement is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on April 21, 1969 and as amended from time to time; and, WHEREAS, the City Council has found that this Restated Agreement is consistent with the Final Terrabay Specific Plan; and, WHEREAS, on'~l~~, 2000, the City Council adopted Ordinance No. approving and adopting this Restated Agreement with Owner and the Ordinance thereafter took effect on ,~ua,~J [~-,~. ~-,0o[ 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 The effective date of this Restated Agreement shall be the date first appearing above (the "Effective Date"). mm mm Restated and Amended Development Agreement Remaining Parcels of Phase H and Phase 1II Terrabay November 29, 2000 Rev. 1.4.6.Final -6- 4 of 18 CENTRAL RECORDE FILE NO.~:~-~ 2. Duration This Restated Agreement shall expire on February 14, 2007. In the event that litigation is filed against the City and~or Owner challenging approval of this Restated Agreement or the entitlements referenced herein, and said litigation delays implementation of the Final Terrabay Specific Plan or this Restated Agreement, or if said litigation delays construction of the Property, the expiration date of this Restated Agreement shall be tolled 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 which the expiration date shall be tolled as a result of such litigation shall not exceed five (5) years. Project Criteria The proposed project consists of a 70 unit attached residential component, including 32 Below Market Rate residential units located off-site, a 96 unit condominium component, and a 665,000 gross square foot office component, which includes a 100-child child care facility, a 150 seat Performing Arts Center and such other structures and improvements as provided in the Final Terrabay Specific Plan (hereinafter "Project"). The criteria which shall govern development of the Project, which criteria shall include, without limitation, permitted uses, density and intensity of use, maximum height and size of proposed buildings, dedication of land, and public improvements, facilities and services, shall be the criteria set forth in the Final Terrabay'Specific Plan, and applicable provisions of the South San Francisco Municipal Code as in effect on the Effective Date, including but not limited to Chapter 20.63 thereof. To the extent Owner's obligations to provide any public improvements, facilities or services arise under one or more separate agreements, to which the City may or may not be a party, the obligations of the parties under the separate agreements shall be governed exclusively by the terms of those agreements and shall in no way be affected by termination, cancellation, or expiration of this Restated Agreement, or by default hereunder or breach hereof. Owner and City specifically understand that by this Section 3 and Section 16 of this Restated Agreement, they are surrendering and voiding any fights relating to the Property that had vested under the Agreement to the extent that such rights conflict with the rights created by this Restated Agreement. Restated and Amended Development Agreement Remaining Parcels of Phase H and Phase 1II Terrabay November 29, 2000 Rev. 1.4.6.Final 5 of 18 o o Subdivision Improvements Except as otherwise specifically provided in this Restated Agreement, Owner, at its sole cost and expense, shall install, construct and complete the physical public subdivision improvements as approved by the City Engineer included within each final map for the applicable phase of the Project within the property site plan area as development takes place following recordation of the map(s) therefore. City departments shall review and approve the plans in accordance with the provisions of the Final Terrabay Specific Plan.~ In this regard, Owner shall execute for each final map, a Subdivision Improvement Agreement in substantially the same form as Exhibit "G," attached hereto and incorporated herein. Owner shall thereafter comply with all obligations created under any Subdivision Improvement Agreement. Off-site and On-site Improvements Owner shall, at its sole cost and expense, provide all offand on-site improvements identified in the Final Terrabay Specific Plan and in Exhibit "I." Said Improvements will be identified during Precise Plan review. Owner shall complete the off and on-site improvements in accordance with the plans approved by the City Engineer. Setting Boundaries The Parties agree that Owner will, using monuments approved by the City Engineer, at Owner's own cost and expense, set all of the exterior boundaries of the Terrabay Specific Plan District contiguous with the city limit boundaries of the City of South San Francisco prior to the issuance of any building permits for development of the Property within the district. Fees (a) In addition to any other fees required to be paid by Owner by ordinance or by this or other agreements, Owner agrees to pay City's costs (including overhead and administrative costs) for plan checking and processing of documents and for all field quality control inspections necessary for the proper administration of development pursuant to this Restated Agreement, as determined by the City Engineer. Fees paid shall be in amounts as set forth in subsection (d) of this section. (b) In addition to any other fees required to be paid by Owner by ordinance or by this Restated Agreement or other agreements, Owner agrees to pay City's costs incurred by City for geotechnical consultant services associated with the development contemplated herein. In this regard, City shall submit to Owner monthly billings, as necessary, and Owner shall remit payment in full within thirty (30) days of the date of the billing. 1 Final Terrabay Specific Plan, Page III - 6, Section 8. Restated and Amended Development Agreement Remaining Parcels of Phase II and Phase III Terrabay November 29, 2000 Rev. 1.4.6.Final 8 6 o fl8 0 (c) Owner, by this Restated Agreement, agrees to pay costs incurred by City to hire a Certified Engineer to perform engineering consultant services associated with the development contemplated herein. In this regard, City shall submit to Owner monthly billings, as necessary, and Owner shall remit payment in full within thirty (30) daYs of the date of billing. (d) Throughout the term of this Restated Agreement, unless otherwise provided, the fees and charges identified herein or levied by City for any and all public or private improvements, construction, building or development to be payable by Owner, shall be the lesser of the following: (i) The fees in effect as of the date of application for each map or permit; or (ii) The fees in effect as of the effective date of the Restated Agreement and adjusted annually on July 1Bt, in an mount equal to the annual percentage increase reflected by the Construction Cost Index for the San Francisco Bay Area published by the Engineering News Weekly. Insurance Owner shall obtain prior to commencement of any work required or authorized under this Restated Agreement and maintain thereafter, for the entire term of this Restated Agreement, the following insurance and receive the approval of the City Attorney as to form, amount and carrier: (a) Worker's Compensation and Employer's Liability Insurance in the statutory coverage: Owner shall retain Worker's Compensation and Employer's Liability Insurance coverage during all times for which work is undertaken on the Property to construct the Project. In sig'ning this Restated Agreement, the Owner makes the following certification, required by Section 1861 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against hability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Restated Agreement." (b) Commercial General Liability Insurance: An insurance policy in an amount not less than $10,000,000.00 for injuries including, but not limited to, death to any one person and subject to the same limit for each person, in an amount not less than $10,000,000.00 combined single limit per occurrence for bodily injury, personal injury and property damage. Restated and Amended Development Agreement Remaining Parcels of Phase II and Phase III Terrabay November 29, 2000 Rev. 1.4.6.Final 7 of 18 (c) Automobile Liability (Code 1) Insurance: An insurance policy in an mount not less than Five Hundred Thousand Dollars ($500,000.00) combined single limit per accident for bodily injury and property damage. (d) Contractual Liability Insurance: An insurance policy in the amount of not less than $10,000,000.00, insuring City, its elective and appointive boards, commissions, officers, agents and employees, and Owner against damages sustained by reason of any action or actions at law or in equity, and/or any claims or demands by reason of any breach or alleged breach of any contract, or provisions thereof, or by reason of any contractual liability, or alleged contractual liability arising out of any contract entered into by Owner and/or any of its agents or employees in order to perform the work defined herein. Endorsements on insurance. The insurance required shall contain the following endorsements: 10. (a) "The following are named as additional insureds on the above policies: The City of South San Francisco, its elective and appointive boards, officers, agents, consultants and employees." (b) "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." (c) "This insurance which insures the City, its officers, agents, consultants and employees against loss or liability which may arise fi:om each occurrence during the performance of or which may result fi:om any work herein required to be done, also covers claims for property damage to the City by deposit or washing of material onto City streets or other public improvements which may arise fi:om or out of the performance of the work, whether such performance be by the contractor, the subcontractor or any person directly or indirectly employed by him. This insurance includes protection against liability arising from completed operations provided a cause of action therefore existed at the time of Project completion." Evidence of Insurance. Evidence of the insurance described above shall be provided to City prior to commencement of any work under this Restated Agreement and shall be subject to approval by the City Attorney as to form, amount and carrier. The policies of insurance shall also contain a provision indicating that such insurance shall not be reduced or canceled except upon thirty (30) days written notice to City or in the case of non-payment of premiums, ten (10) days written notice. m mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm mmm mm mm mm Restated and Amended Development Agreement Remaining Parcels of Phase H and Phase III Terrabay November 29, 2000 Rev. 1.4.6.Final -10- 8 o fl8 11. Hold Harmless. 1¸2. 13. Owner agrees to defend (with counsel approved by the City following consultation with Owner) and hold the City, its officers, agents, employees and representatives harmless fi:om liability for any claim for damages, including damages for personal injury or death, which may arise fi:om the approval of this Restated Agreement or the land use entitlement granted herewith or from the direct or indirect operations or activities of Owner or those of its Contractors, subcontractors, agents, employees or other persons acting on its behalf which relate to, or are in connection with, the Project. This hold harmless agreement applies to all damages and claims for damages suffered or alleged to have been suffered by reason of the operations or activities referred to in this paragraph, regardless of whether or not the City prepared, supplied, or approved plans or specifications or both for the Project, regardless of whether or not City conducted inspections for the Project and regardless of whether or not the insurance policies referred to in paragraphs 8 through 10 are applicable, but Owner shall have no responsibility to the City hereunder for actual or alleged damages claimed by the City where such damages result directly fi:om negligent or intentional acts or omissions of the City or the City's officers, agents, consultants, employees and representatives. 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 date on which title to the Property vests of record in Owner, will not be bound by this Restated Agreement, with regard to the Property with the exception of holders of the interests described as Exceptions of the title reports attached as Exhibit "C." The Owner shall not be required to cause such other owners listed as exceptions to the title report to comply with the provisions of this Restated Agreement except the holders of the sign easements as identified in Exhibit "F." Assignment Owner may at any time or fi:om 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 Restated Agreement shall be binding upon, and the benefits of this Restated 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 Restated Agreement relating to such transferred Property shall be binding upon and inure to the benefit of the transferee. m m m mm mm mm mm mmmmm mm Upon such a transfer, Owner shall notify the City of the name and address of the transferee. UpOn the completion of Owner's responsibilities pursuant to this section, Owner shall have no further obligations or benefits hereunder with respect to such transferred Property save for Restated and Amended Development Agreement 9 of 18 Remaining Parcels of Phase II and Phase 1II Terrabay Novembe~ 29, 2000 Rev. 1.4.6.Final - 1 1 - 14. 15. 16. 17. those the performance of which was due prior to the transfer date. Effect of transfer of real property to another iurisdiction If all or a portion of the real property which is the subject of this Restated Agreement is annexed to or otherwise becomes a part of another City or any county, this Restated Agreement shall terminate as to the portion of the real property no longer subject to the City's jurisdiction. Subsequent discretionary actions of City During the term of this Restated Agreement, subsequent discretionary actions by the City permitted under the roles, regulations, official pohcies and provisions of the Municipal Code of the City in force as of the date of this Restated Agreement and pertaining to the Property shall not prevent but shall, subject to the exception contained in Section 20.63.1201 of the South San Francisco Municipal Code, be consistent with the Final Terrabay Specific Plan, as it may be amended fi:om time to time, consistent with the intent of this Restated Agreement. Effect of Restated Agreement on Land Use Regulation~ The rules, regulations, official policies and provisions of the Municipal Code of the City which are generally to govern the permitted uses of the Property, the development and constructions standards and specifications applicable to the Project are, and shall remain, throughout the term of this Restated Agreement, those roles, regulations, official policies and provisions of the Final Terrabay Specific Plan and applicable provisions of the Municipal Code including, but not limited to Chapter 20.63 thereof in force as of the effective date of this Restated Agreement. Notwithstanding the foregoing, the developer shall comply with all relevant provisions of the Uniform Building Code, with local amendments, in effect at the time the construction plans are submitted for plan checking. This Restated Agreement shall not prevent the City in subsequent actions applicable to the Property, from applying new rules, regulations and policies which do not conflict with those rules, regulations and policies applicable to the Property as set forth in Government Code Section 65866, nor shall this Restated Agreement prevent the City fi:om denying or conditionally approving any subsequent application for development of the Project on the basis of such existing or new rules, regulations and policies. 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 Restated Agreement, such provisions of this Restated Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations. Restated and Amended Development Agreement Renmining Parcels of Phase H and Phase HI Terrabay November 29, 2000 Rev. 1.4.6.Final -12- 10 of 18 18. 19. 20. Periodic Review During the term of this Restated Agreement, the City shall conduct "annual" and/or "special" reviews of Owner's good faith compliance with the terms and conditions of this Restated Agreement in accordance with the procedures set forth in Chapter 19.60 of the South San Francisco Municipal Code. (a) The City shall deposit in the mail to Owner a copy of all staff reports and, to the extent practical, related exhibits, concerning contract performance at least five (5) calendar days prior to any hearing on such periodic review. Owner shall be permitted an oppommity to be heard orally or in writing regarding its performance under this Restated Agreement before the City Council of City or if the matter is referred to the Planning Commission of City, then before said Commission. If the City determines that Owner is in default following completion of the normal scheduled periodic review, written notice of proposed termination or modification of this Restated Agreement shall be given, according to the terms of this Restated Agreement, specifying in said notice the alleged nature of the default, and suggested or potential actions and a reasonable period to cure said default. (b) If Owner is found to be in compliance with this Restated Agreement after the annual review, City shall, upon request by Owner at any time after an annual review, issue a Certificate of Compliance to Owner (the "Certificate") stating that, after the most recent annual review and based upon information known or made known as of the date of such annual review to the City Council, or the Planning Director of City, (1) this Restated Agreement remains in effect and either (2) Owner is not in default or (3) Owner is in default and specifying the nature of the default. Owner may record the Certificate in the official records of the County of San Mateo, State of California. Amendment or cancellation of agreement This Restated Agreement may be further amended or terminated only in the manner set forth in Government Code Sections 65865.1, 65868, 65869.5 and Chapter 19.60 of the South San Francisco Municipal Code. Events of default Owner shall be in default under this Restated 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 Restated and Amended Development Agreement Remaining Parcels of Phase H and Phase III Terrabay November 29, 2000 Rev. 1.4.6.Final -13- 11 of 18 21. 22. has not complied in good faith with the terms and conditions of this Restated Agreement, or of any Subdivision Improvement Agreement executed pursuant to Section 4 thereof. Procedure upon default (a) Upon the occurrence of an event of default, City may terminate or modify this Restated 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 Restated Agreement. (c) No waiver or failure by the City or Owner to enforce any provision of this Restated Agreement shall be deemed to be a waiver of any provision of this Restated Agreement or of any subsequent breach of the same or any other provision. (d) All other remedies at law or in equity which are not otherwise provided for in this Restated Agreement or in City's regulations governing development agreements are available to the parties if there is a breach. (e) The City shall give Owner written notice of any default under this Restated 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. Mortgagee Protection A breach of this Restated Agreement shall not defeat, invalidate, diminish, or impair the lien of any mortgage or deed 'of trust affecting the Property or any part thereof, made in good faith and for value. (a) Notice of Default to Mortgagee; Right to Cure. With respect to any deed of trust or mortgage ("deed of trust") to be granted by Owner to a lender (such lender may be referred to herein as "Owner's Mortgagee") to secure advances made by the lender on a construction loan to Owner which requires that Owner's Mortgagee be given notice of any default of Owner hereunder and Owner gives notice, in writing, of this request to City, City agrees that whenever City shall deliver any notice or demand to Owner with respect to any breach or default by Owner in commencing, prosecuting or completing construction of the Project as required by this Restated Agreement or in observing or performing any other term, covenant, agreement or condition to be observed or performed on the part of Owner under this Restated Agreement, City, shall at the same time deliver a copy of such notice or demand ("Default Notice") to Owner's Mortgagee as holder of and beneficiary under the deed of trust. In furtherance thereof, City agrees that so long as any principal, interest or other sums remain outstanding on the indebtedness secured by the deed of trust and until such time as the lien of Restated and Amended Development Agreement 12 of 18 Remaining Parcels of Phase II and Phase 111 Terrabay November 29, 2000 Rev. 1.4.6.Final - 1 4- the deed of trust has been extinguished the City shall: (i) Take no action to terminate this Restated Agreement or exercise any other remedy under this Restated Agreement, unless Owner's Mortgagee shall fa/l, within thirty (30) days of receipt of the Default Notice, to cure or remedy or commence to cure or remedy such breach or default; provided, however, that if such breach or default is ora nature that cannot be remedied by Owner's Mortgagee or is of a nature that can only be remedied by Owner's Mortgagee after Owner's Mortgagee has obtained possession of and title to the real property encumbered by the deed of trust (the "Encumbered Real Property"), by deed-in-lieu of foreclosure or by foreclosure of other appropriate proceedings, then such breach or default shall be deemed to be remedied by Owner's Mortgagee if (a) within ninety (90) days after receiving the Default Notice from City, or prior thereto, Owner's Mortgagee shall have acquired title to and possession of the Encumbered Real Property, by deed-in-lieu of foreclosure, or shall have commenced foreclosure or other appropriate proceedings, and (b) Owner's Mortgagee diligently prosecutes any such foreclosure or other proceedings to completion. (ii) If Owner's Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings by reason of any process or injunction issued by any court or by reason of any action taken by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Owner, then the times specified above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (b) Owner's Mortgagee shall have the right, but not the obhgation, at any time prior to termination of this Restated Agreement, to do any act or thing required of Owner under this Restated Agreement, and to do any act or thing not in violation of this Restated Agreement which may be necessary and proper to be done in the performance and observance of the agreements, covenants and conditions of Owner under this Restated Agreement to prevent termination hereof. All things so done and performed by the Owner's Mortgagee shall be as effective to prevent a termination of this Restated Agreement as the same would have been if done and performed by Owner instead of by Owner's Mortgagee, and the costs incurred by Owner's Mortgagee in doing such acts and things may be added to the indebtedness secured by the deed of trust. No action or inaction taken by Owner's Mortgagee pursuant to this Restated Agreement shall relieve Owner of its obligations under this Restated Agreement. (c) City shall mail or deliver to Owner's Mortgagee a duplicate copy of any and all notices in writing pertaining to any default under or breach of any agreement, covenant or condition of Owner under this Restated Agreement which City may from time to time give to Owner pursuant to the provisions of this Restated Agreement. Such copy shall be mailed or delivered to Owner's Mortgagee at the same time in the same manner as such notices are given by City to Owner. No such notice by City to Owner hereunder shall be deemed to have been given to Owner unless and until a copy thereof shall have been given to Owner's Restated and Amended Development Agreement 13 of 18 Remaining Parcels of Phase II and Phase III Terrabay November 29, 2000 Rev. 1.4.6.Final - 1 5- m m Mortgagee as aforesaid. (d) Subject to the sentence immediately following, City shall not consent to any amendment or modification of this Restated Agreement unless Owner provides City with written evidence of the Owner's Mortgagee consent, which consent shall not be unreasonably withheld, to the amendment or modification of this Restated Agreement sought. Owner's Mortgagee shall be deemed to have consented to such amendment or modification if it does not object to City by written notice given to City within thirty (30) days from the date written notice of such amendment or modification is given by City or Owner to Owner's Mortgagee, reasonable evidence of the delivery of which notice shall be provided to City if given only by Owner. 23. Foreclosure 24. Foreclosure by Owner's Mortgagee of the deed of trust or any sale to Owner's Mortgagee thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the deed of trust, or any conveyance of the Encumbered Real Property from Owner to Owner's Mortgagee through, or in lieu of, foreclosure or other appropriate proceedings shall not require the consent of City or constitute a breach of any provision of or a default under this Restated Agreement; and, following such foreclosure, sale or conveyance, City shall recognize Owner's Mortgagee as "Owner" under this Restated Agreement. In the event Owner's Mortgagee becomes "Owner" under this Restated Agreement, Owner's Mortgagee shall be liable for the obligations of Oxvner only for the period of time that Owner's Mortgagee remains "Owner." Termination of Restated Agreement Should City intend to terminate this Restated Agreement by reason of any breach or default by Owner as permitted herein, City shall suspend termination of the Restated Agreement if Owner's Mortgagee gives notice, within thirty days, of its intent to execute and enter into an agreement with the City. Said agreement shall ensure Owner's Mortgagee's assumes the obligations of Owner under this Restated Agreement as soon as Owner's Mortgagee obtains possession of and title to the Encumbered Real Property. Owner's Mortgagee must consent to the same agreements, covenants and conditions (except for any requirements which have been fulfilled by Owner prior to the date of such agreement) as are contained in this Restated Agreement and any amendments thereto approved or waived by Owner's Mortgagee. The agreement must also provide that City will not terminate this Restated Agreement if Owner's Mortgagee assumes the obligations of Owner pursuant to the terms of this Restated Agreement. Restated and Amended Development Agreement Remaining Parcels of Phase II and Phase 1II Terrabay November 29, 2000 Rev. 1.4.6.Final -16- 14 of 18 25. Attorneys fees and costs If legal action by either Party is brought because of a breach of this Restated Agreement or to enforce a provision of this Restated Agreement, the prevailing Party is entitled to reasonable attorney's fees and court costs. 26. Validity If any term or condition of this Restated 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 considerati°n for this Restated Agreement, then this entire Restated Agreement shall likewise be invalid, and shall be deemed null and void and of no further force or effect following such judicial determination. 27. No third parties benefited No person other than the City, Owner, or their respective successors and assigns is intended to or shall have any right or claim under this Restated Agreement, this Restated Agreement being for the sole benefit and protection of the parties hereto and their respective successors and assigns. Similarly, no amendment or waiver of any provision of this Restated Agreement shall require the consent or acknowledgment of any person not a Party or successor to this Restated Agreement. 28. Binding effect of Restated Agreement The provisions of this Restated Agreement shall bind and inure to the benefit of the Parties originally named herein and their respective successors and assigns. 29. Relationship of Parties The City and Owner intend by this Restated Agreement to establish that Owner is an independent contractor and not the agent of the City, and do not intend to create a partnership, joint venture, joint enterprise, or any other joint business relationship. 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 Restated Agreement. 30. Rules of Construction and miscellaneous terms (a) The singular includes the plural; the masculine gender includes the feminine; "shall" and "will" are mandatory, "may" is permissive. (b) Time is and shall be of the essence in this Restated Agreement. Restated and Amended Development Agreement Remaining Parcels of Phase II and Phase III Terrabay November 29, 2000 Rev. 1.4.6.Final -17- 15 of 18 31. (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 Restated Agreement are for convenience only, are not a part of this Restated A~reement and do not in any way limit or amphfy the provisions thereof. (e) This Restated Agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date thereof. (f) This Restated Agreement, including the Recitals herein, and the Final Terrabay Specific Plan contain the entire agreement of the parties hereto relating to the matters set forth in this Restated Agreement and the Final Terrabay Specific Plan and any other prior or contemporaneous statements or understandings respecting this Restated Agreement are merged herein. Relation of the Restated Agreement to the Agreement The Restated Agreement relates only to the remaining parcels of Phase II and Phase 111 and does not relate to Phase I or the Woods property of Phase II. All provisions of: (a) the Agreement which relate to Phase I; Co) the Restated and Amended Development Agreement for Phase II "The Woods" of the Terrabay Development; and (c) the Agreement which relate to property other than the remaining parcels as identified herein, are not amended or affected by this Restated Agreement and remain in full force and effect. The Agreement remains in full force and effect. If there is a conflict between the rights or obligations under the Agreement and the Restated Agreement with regard to the Property, this Restated Agreement shall control. 32. Not a Novation This Restated Agreement is not a novation of the Agreement; it does not substitute for the Agreement. 33. Exhibits Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Restated and Amended Development Agreement Remaining Parcels of Phase II and Phase m Terrabay November 29, 2000 Rev. 1.4.6.Final Boundary Maps of Phase II and Legal Descriptions of Phase II and 111 Title Reports for Phase II and Building Improvement Schedule Myers Property Agreement with City -18- 16 of 18 Exhibit "F" Exhibit "G" Exhibit "H" Exhibit 'T' Exhibit "J" Sign Relocation Agreement Subdivision Improvement Agreement form Restated And Amended Development Agreement For Remaining Parcels Of Phase II And Phase llI: Owner Obligations Improvement Responsibilities Letter of Intent of YMCA 34. Notices All notices required or provided for under this Restated Agreement must be in writing and delivered in person or sent by certified mail, postage prepaid. Notice required to be given to the City shall be addressed as follow: City Clerk P.O. Box 711,400 Grand Avenue South San Francisco, CA 94083 With a Copy to: The Office of The City Attomey 400 Grand Avenue, City Hall South San Francisco, CA 94080 Notices required to be given to Owner shall be addressed as follows: Myers Peninsula Company, L.L.C. 101 Second Street, Suite 555 San Francisco, CA 994105 Atm.: Jack Myers, President With a Copy to: Timothy A. Tosta, Esq. Baker & McKenzie Two Embarcadero Center, 24th Floor San Francisco, California 94111-3909 Notices to be given to Owner's Mortgagee(s) under this Restated Agreement shall be required to be given by City only in the event that Owner hereafter advises City of their existence and notice addresses in the manner set forth herein fi:om time to time. 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. Restated and Amended Development Agreement Remaining Parcels of Phase II and Phase III Terrabay November 29, 2000 Rev. 1.4.6.Final - 1 9- 17 of 18 CENTRAL RECORDS FILE NO.~ IN WITNESS WHEREOF, this Restated Agreement has been executed by the parties on the day and year first above written. ATTEST: City Clerk CITY OF SOUTH SAN FRANCISCO Michael A. Wilson, Qity Manager APPROVED AS TO FORM St~vfil/T.~Matt~s, City Attorney MYERS PENINSULA COMPANY, L.L.C. BY: MYERS TERRABAY PARTNERS ATTEST: Jacl~Myers' PresideVnt . City and County _AJ~PROVF_,D AS TO FORM '- Baker & Mc, Kerizl. e ~Timothy A. Tosta Counsel for Myers/Peninsula Company J:\W'PDkMnrsw\405\035kAGREEkPHASE3\ 1 _Terrabay_DevAgr_kaj_Nov29_fmal.doc Restated and Amended Developmem Agreement Remaining Parcels of Phase H and Phase m Terrabay November 29, 2000 Rev. 1.4.6.Final -20- 18 ofl8 CENTP, AL RECORDS ' State of California County of On i (l'? 16~ l before me, -~!.,~', ~- k.,~ a~ IDATE) (NAME/TITLE OF OFFICER-i.e.'JANE DOE, NOTARY PUBLIC') personally appeared ~c~ ~. ~r}q~ ~ (NAME(S) OF SIGNER(SI) i~, personally known to me -OR- [] NOTARY ~BLIC. CALIFORNIA City & Countl of San F~isco My Co~. E~iru 0~. 3, 2~5 Witness [roved to me on the as!s of satisfactory evidence to be the person(s) whose name(s) ~s/are subscribed to the within instrument and acknow!edged to me.th, at he/she/t.ney executed t~e same ~n his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrumentthe person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. my hand and official seal. (SEAL) ATURE OF NOTARY) ATTENTION NOTARY The information requested below and in the column to the right is OPTIONAL. Recording of this document is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: T~tle or Type of Document Number of Pages __ Data of Document Signer(s) Other Than Named Above RIGHT THUMBPRINT (Optional) CAPACITY CLAIMED BY SIGNER(S) I-tlNDIVIDUAL(S) r"ICORPORATE OFFICER(S) ITITLES) []PARTNER(S) []LIMITED []GENERAL []ATTORNEY IN FACT DTRUSTEE(S) r-IGUARDIANICONSERVATOR r'~OTHER: SIGNER IS REPRESENTING: (Name of Person(a) or Entitylies) RIGHT THUMBPRINT (Optional) CAPACITY CLAIMED BY $1GNERIS) []INDIVIDUAL(S) []CORPORATE OFFICER(S) F-IPARTNER(S) []LIMITED r~GENERAL DA'I-FORNEY IN FACT ~TRUSTEE{S) []GUARDIAN/CONSERVATOR []OTHER: SIGNER IS REPRESENTING: (Name of Person(s) or Entity(isa) WOLCOTTS FORM 83237 Rev. 3-94 (price claes 8-2A) ~1994 WOLCOTTS FORMS, INC. ALL PURPOSE ACKNOVVI. EDGMENT FOR CALIFORNIA VVITH SIGNER CAPACITY/REPRESENTATION/TWO FINGERPRINTS -21- CENTRAL RECOR ~!1 E NO.~7 67775 63237 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of .~ )L/~¢2 ~ ss. On "~J ~ate¢~)/ ,before me, · Name and 'Rtle of Office~' (e.g., "Jane Doe, ~Notary Public") personally appeared ,~/tC.~. ~:~. Name(s) of Signer(s) [~personally known to me [] proved evidence to me on the basis of satisfactory Place Notary Seal Above to be the person(s) whose name(b) ~;/are subscribed to the within instrument and acknowledged to me that~)/she/they executed the same in ~hedtheir authorized capacity(i~), and that by (~her/their signature(~ on the instrument the person(~), or the entity upon behalf of which the person(~) acted, executed the instrument. WITNESS my hand and official seal. Signature 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:~ r~~,~v.~ ~-~tz.~..~v.~~ ~ ,/~ Document Date:/-- ~' ~'2¢,~u,4,~¥//, ~-~)~/ Number of Pages: /cID Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: [] Individual [] Corporate Officer-- Title(s): [] Partner--[] Limited [] General [] Attorney in Fact [] Trustee oUardian_or Conservator ther: ~,/)r~ I Signer Is Representing: ~l Top of thumb here © 1997 National Notary Association · 9350 De Soto Ave., RO. Box 2402 · Chatsworth, CA 91313-2402 -22- Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 ,.,~'r,:-, ~ ~ ~ECORDS FILE' Exhibit "A" Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase III: Boundary Maps of the Property -23- -CENTRAL RECORDS FILE NO.~ PROJEGT BOUNDARIES - New Pamellation -- Old Parcellatlon OPEN SPACE/ I I '~'0 FFICE PARCEL OPE. T#[ pREIERVE ]UFFER / 200~--0380'1 7 03/0112002 09:441::1 I:IG Page: 23 of 84 Exhibit "B" Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase III: Legal Descriptions -25- Exhibit "C" Restated and Amended Development Agreement For Remaining Parcels of Phase H and Phase III: Title Reports for the Property m -27- f"- ,~ 601 ALLERTON STREET · REDWOOD CITY, CA ' 94063 . (650) 365-8080 · 'Fax: (650) 364-6023 PRELIMINARY REPORT Issued for the sole use of: HAlffSO~ BRIDGETT MARCUS VLAHOS & RUDY 333 MARKET STREET - 23rd FLOOR SAN FRANCISCO, California 94105 Attention: James D. Holden Property Add ress: Our Order No. 285679 Reference· 3'98843 - RS When Replying Please Contact: OLD REPUBLIC TITLE COMPANY 350 CALIFORNIA STREET, STE. 1220 ' SAN FR3LNCISCO, CA 94104 Attn: Ruth Sullivan (415) 397-0500 In response to the above referenced application for a policy of title insurance, OLD REPUBL C T TLR COMPANY hereby reports that it is prepared to issue, or' cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing 'the land and-the estate or interest therein hereinafter set forth, insurin§ against Ios~ which may be sustained by reason of any defect, lien or encumbrance 'not shown or referrecl to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulabons of said policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies may be set forth in Exhibit A attached. Copies of the Policy forms should b/~ read. They are available from'the office which issued this report. Please read the exceptions'shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this .report carefully. The exceptions and exclusions are meant to ~orovide you with notice of matters'which are not covered under the terms of the title insurance pol,cy and should be carefully considered. It is .important to note that this preliminary report is not a written representation as to the condition of title ~nd may not list all liens, defects, ahd e'ncumbrances affecting'title to the land. This report (and any supplements Or amendments hereto)' is issued solely for the purpose of facilitating the issuance of a poli.cy of fide insurance and no liability is assumed hereby. If it i~ desired that liabilify be assumed prior to the'issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of November 16th ,2000 , at 7:30 A.M. OLD REPUBLIC TITLE COMPANY 2002--e380 ~_ ? 0310112002 09:44R RG Page: 27 of 94 For Exceptions Shown or Referred to, See Attached Page 1 _ 2 8 -L-Pages ORT 3157-A (Rev. 5/1/00) OLD REPUBLIC TITLE COMPANY ORDER NO. 285679 Theform ofpoli~ oftitleinsurancecontemplated bythisrepo~is: a CLTA Standard Coverage (1990) Owner's Policy. another form or additional coverage is desired. A specific request should be made if The estate or interest in the land hereinafter d~cribed or referred to covered by this Repo~ is: a FEE. Titletosaidesmteorinterestatthedatehereofisvestedin: MYERs/SUNCHASE I, LLC, a Delaware limited liability company m m m m mm mm mm mm mm mm mm mmmm mm mm mm Page. 2 _ 2 9 -L_Pages ORT 3157-A1 (Rev 1-1-95) OLD REPUBLIC TITLE CO1KPANY ORDER NO. 285679' The land referred to in this Report is situated in the County of San Mateor City of South San Francisco State of California, and is described as foi!ows: LOTS 392, 393, 394, 395, 396 and 397, as delineated upon that certain Map entitled "TERRABAY, SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on July 2nd, 1990 in Book 121 of .Maps, at Pages 65 through 79 inclusive. EXCEPTING FROM Lots 394 and 395 that portion thereof set forth in a certain Final Judgment in Eminent Domain, Superior Court, San Mateo County, Case #379598, recorded March 1, 1996 in Official Records, under Recorder's Serial Number 96024182. A.P.N. 007-641-030 007-641-040 007-650-060 007-650-070 007-650-030 007-650-040 J.P.N. 121-065-000-392 T 121-065-000-393 T 121-065-000-394 T 121-065-000-395 T 121-065-000-396 T 121-065-000-397 T At the date ,hereof exceptions to covera§e in addition to the Exceptions and Exclusions in said policy form would be as follows: 1. Taxes and assessments, general and special, for the fiscal year 2000-2001 as follows: Assessor's Parcel No. : 007-641-030 Code No. : 13-045 1st Installment : $ 206.19 2nd Installment : $ 206.19 Land : $ 21,418.00 Imp. Value : $ 0.00 P.P. Value : $ 0.00 Exemption : $ 0.00 NOT Marked Paid NOT Marked Paid Affects Lot 392' Pa§e -~ - 3 0 - 2 Pa§es ORT 3157-B OLD REPUBLIC TITLE COMPANY ORDER NO. 285679 2. Taxes and assessments, general and special, for the fiscal year 2000-2001 as' follows: Assessor's Parcel No. : 007-641'040 Code No. : 13-045 1st Instailment : $ 7,741.86 2nd Installment : $ 7,741.86 Land : $ 1,475,952.00 Imp. Value : $ 0.00 P'.P. Value : $ 0.00 Exemption : $ 0.00 NOT Marked Paid NOT Marked Paid Affects Lot 393. 3. Taxes and assessments, general and special, f'or the fiscal year 2000-2001 as follows: Assessor's Parcel No. : 007-650-060 Code No. : 13-045 1st Installment : $ 11,070.97 2nd Installment : $ 11,070.97 Land : $ 2,127,917.00 Imp. Value : $ 0.00 P.P. Value : $ 0.00 Exemption : $ 0.00 NOT Marked Paid NOT Marked ~aid Affects Lot 394. 4. Taxes and assessments, general and special, for the fiscal year 2000-2001 as follows: Assessor's Parcel No. : 007-650-070 Code No. : 13-045 1st Installment : $ 6,442.59 2nd Installment : $ 6,442.59 Land : $ 1,235,269.00 Imp. Value : $ 0.00 P.P. Value : $ 0.00 Exemption : $ 0.00 NOT Marked Paid NOT Marked Paid .Affects Lot 395. mm mm mm mm mm mm mm mm mm mmmmm mm Pase '- 3 ! _L2 Pa§es ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO. 285679 5. Taxes and assessments, general and speciat, for the fiscal year 2000-2001 as follows: Assessor's Parcel No. : 007-650-030 Code No. : 13-045 1st Installment : $ 1,185.95 2nd Installment : $ 1,185.95 Land :.$ 199,398.00 Imp. Value · $ 0.00 P.P. Value : $ 0.00 Exemption : $ 0.00 NOT Marked Paid NOT Marked Paid Affects Lot 396. 6. Taxes and assessments, general and special, for the fiscal year 2000-2001 as follows: Assessor's Parcel No. : 007-650-040 Code No. : 13-045 1st 'Installment : $ 353.12 2nd Installment : $ 353.12 Land : $ 40,046.00 Imp. Value : $ 0.00 P.P. Value : $ 0.00 Exemption : $ 0.00 NOT Marked Paid NOT Marked Paid Affects Lot 397. 7. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California. 8. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the 'following Instrument : For : Recorded : Affects : Deed Pipeline May 24th, 1884 in Book 37 of Deeds, Page 356, and September 22nd, 1890 in Book 54 of Deeds, Page 189 Lots 396 and 397 mm mm mm mm m m Pa§e -~ - 3 2 -.2 Pa§es ORT 3157-E OLD P~EPUBLIC T~TLE CO~IPANY ORDER NO. 285679 9. An easement affecting that portion of said lend'and for the purposes stated herein and incidental purposes as provided in the following Instrument : For : Recorded : Affects : Deed The transmission and distribution of electricity, a line of towers and wires, and the construction, maintenance, repair, renewal and operation of such pipe lines, valves for conveying and transporting gas, oil and water together with the rights of ingress and egress May 18th, 1925 in Book 174 of Official Records~ Page 153, July 27th, 1925 in Book 179 of Official Records, Page 426, July 17th, 1925 in Book 185 of Official Records, Page 43, and March 30th, 1929 ih Book 408, Page 54 Lot 392 10. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : For : Recorded : Affects : Deed Slope of highway cut ind fills August 31st, 1928 in Book 374 of' Official Records, Page 94 Lots 394,395, 396 and 397 11. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Deed For :- Pipelines Recorded : December 6th, 1928 in Book 390 of Official Records, Page 139 Affects : Lots 396 and 397 12. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as.provided in'the following Instrument : For : Recorded : Affects : Deed Pipeline Novembe~ 25th, 1935 in Book 670 of Official Records, Page 173 Lot 397 13. Terms and provisions as contained in an inst-rument Entitled : Executed By : Recorded : Deed Crocker Estate Company, a corporation May 28th, 1936 in Book 702 of Official Records,. Page 352 Which, among other things, provides: Pa~'e I - 3 3 -L2 Pages ~ ORT 3157-E mm mmm mmmm mm mm mm mm mm mmmmmm mm mm mm mm mm OLD REPUBLIC TITLE COMPANY ORDER NO. 285679 A. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Deed For : Water pipes and pipelines · Recorded : ~May 28th, 1936 in Book 702 of Official Records, Page 352 .Affects : Lot 394 as shOwn on the Map 14. Terms and provisions as contained in an instrument Entitled : Executed By : Recorded : Deed Crocker Estate Company, a corporation March 29th, 1940 in Book 887 of Official Records, Page 276 Which, among other things, provides: A. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes asProvided in the following Instrument : For : Recorded : Affects : Deed Pipeline March 29th, 1940 in Book 887 of Official Records, Page 276 Lots 396, 397 and a portion of land designated as "Remainder" as shown on .the Map 15. Agreement for SanBruno Mountain Area Habitat Conservation Plan Executed by : Foxhall Investment, Ltd., et al On the terms, covenants and conditions contained therein, Dated Recorded : March 4th, 1983 : March 22nd, 1983 in Official Records, under Recorder's Serial Number '83026343 Agreement for Trust Agreement Regarding the San Bruno Mountain Area Habitat Conservation Plan Executed by : Foxhall Investment, Ltd., et al On the terms, covenants and conditions contained therein, Dated Recorded : November 15th, 1982 : March 25th, 1983 in Official Records, under Recorder's Serial Number 83028231 m mm mm mm mmm mm mm mm mm mmmm mmmmmm mm Page 7 - 3 4 -.~__..Pa§es ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO. 285679 16. An easement affecting that portion of'said land and for the purposes stated herein and incidental purposes as shown on the map filed on November 17th, 1987 in Book 53 of Maps, at Pages 82-85 For : Slope Affects : Lot 394 17. An easement affecting that portion of said land and for the purpo'ses stated herein and incidental purposes as shown on the map filed on November 17th, 1987 in Book 53 of Maps, at Pages 82-85 Fo:. Affects : PGE - tower line : Lots 392 and 393 18. Agreement for Development Executed by : W.W. Dean and Associates, a'California corporation and Between : The city of South San Francisco, a municipal corporation On the terms, covenants and conditions contained' therein, Dated Recorded : May 4th, t983 : December 5th, 1988 in Official Records, under Recorder's Serial Number 88164838 19. Agreement for Development Executed by : Terra]nay, a California General Partnership and Between : The City of South San Francisco, a municipal corporation On the terms, covenants and conditions contained therein, Dated Recorded : April 14th, 1988 " : December 5th, 1988 in Official Records, under Recorder's Serial Number 88164839 And as .modified by an instrument, executed by, recorded December 26th, 1996 in Official Records, under Recorder's Serial Number 96159030. And as modified .by an instrument, executed by, recorded October 29th, 1997 in Official Records, under Recorder's Serial Number 97140187. mm mm mm mm mm mm Nme mm mm mm mmm mm mm mm mere mm mm mm mm mm mm Page 8 - 3 5 -2_._Pages ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO- 285679 20. An easement affeCting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following InStrument : Granted to : For : Recorded : Affects : Deed The County of San Mateo Drainage March 14th, 1989 in official Records, under Recorder's Serial Number 89032872 portions of Lot 394 and 395 21. Agreement for Subdivision Improvements Terrabay Subdivision Executed by and Between : The City of South San Francisco, a municipal corporation and Terrabay, a California General Partnership : W.W. Dean & Associates, a California corporation, general partner On the terms, covenants and conditions Contained therein, Recorded : July 2nd, 1990 in Official Records, under Recorder's Serial Number 90087567 22. Recitals shown or noted upon a map. as follows: Map 'Entitled : Filed On : Which Says : Terrabay July 2nd, 1990 in Book 121 of Maps, at Page 65-79 Lots 392 through 397 referenced as lots for future development (Units '5 through 10) 23 Terms and provisions as contained in an instrument Entitled : Resolution No. 56422 Executed by: The County of San Mateo Dated : August 18th, 1992 Recorded : August 24th, 1992 in Official Records under Recorder's Serial Number 92136306 24. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : For : Recorded : Affects : Right of Way Right of way for pipeline November 17th, 1992 in official Records, under Recorder's Serial Number 92188435 the exact location and extent of said easement is not disclosed of record And re-recorded November 23rd, 1992 in Official Records, under Recorder's Serial Number 92192156. m m mm mmmm mmmm mm mm mm mm mm mm Page .c_ 36-2 Pages ORT 3157-E - · OLD REPUBLIC TITLE COS~PANY ORDER NO. 285679 25. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Deed Granted to : California Water Service Company For : Pipeline Recorded : October 4th, 1995 in Official Records; under Recorder's Serial Number 95105713 Affects : 10. feet in width over area marked reserved on filed map over Lots 394, 395 and 396 26. Terms and provisions as contained in an instrument Entitled : EXecuted by: Recorded ~ Declaration of Covenants and Restrictions on Real Property on San Bruno Mountain Terrabay Project Terrabay, et al August 19th, 1996 in Official Records under Recorder's Serial · Number 96101444 Agreement for : Collection Agreement between the San Bruno Mountain /%rea Habitat Conservation Trust and Terrabay Single Family Subassociation (Terrabay Park) Executed by andBetween : 'san Bruno Mountain Area Habitat Conservation Trust ("HCP Trust"), Sunchase G.A. California I, Inc., a California corporation, and 2728 Holding Corporation, a-Nevada corporation, which acquired title as and was formerly known as Centex Real Estate Corporation : Terrabay Single Family Subassociation, a non-profit mutual benefit corporation incorporated under the laws of the State of California On the terms,.covenants and conditions contained therein, Recorded : September 6th, 1996 in Official Records, under Recorder's Serial Number 96110583 27. Liens and charges for upkeep and maintenance.as provided in the above mentioned Covenants, Conditions and Restrictions, if any, where no notice thereof appears on record. 28. An easement affecting that.portion of said land and for the purposes stated herein and incidental purposes as provided, in the following Instrument : Granted to : For : Recorded : Affects : Grant of Perpetual Easements Eller Media Company Sign, access, and utilities June 25th, 1999 in. Official Records, under Recorder's Serial Number 99109932 reference is made to said document for full particulars mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm Pa§e 1 ¢ - 3 7 - 2 Pa§es ORT3157-E OLD I~PUBLIC TITLE COMPANY ORDER NO. 285679 29. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument : Recorded : Affects : Grant of Perpetual Easements September 9th, 1999 in Official Records, under Recorder's Serial Number 99154106 reference is made to said document for full particulars 30. Any rights, interests or claims which may exist or arise by reason of the facts shown on a survey plat entitled ALTA/ACSM LAND TITLE SURVEY of the Lands of Sunchase. G.A. California, Inc., dated November 30th, 1999, prepared by Brian Kangas FoUlk, The following matters affect Lot 396: a. a guard rail extends into said lot, 1.8' b. water valve encroaches into said lot, 0.6' c. PGE meter (4' high) encroaches into said lot, 1.4' d. A 8" CMP storm drain pipe encroaches into said lot The following matters affect LOt 397:. a. a 36" RCP inlet is located within said lot b. JP encroaches into said lot 1.0' c. a sign encroaches into said lot, 1.5' d. a CL pipe is located within said lot 31. Terms and conditions as contained in an unrecorded instrument, Entitled : Executed by : Dated : Disposition Agreement Myers Terrabay Company, LLC, a Delaware limited liability company, and SunChase G.A. California I, Inc., a California corporation. December, 1999 32. Matters as contained or referred to in an'instrument Entitled : Executed by: Dated : Recorded : Returned to Address : Memorandum of Confidential Agreement Myers/Sunchase I, LLC, and san Bruno Mountain Watch March 13th, 2000 April 28th,' 2000 in Official Records under Recorder's Serial Number 2000-049428 Baker & McKenzie, Two Embarcadero Center, 24th Fi., San Francisco, CA 94111 Page 11 - 3 8 -2___P~.ges ORT 3157-E OLD REPUBLIC TITLE COMPANY ORDER NO. 285679 33. NOTE: Prior to the issuance of any policy of title insurance, the Company will require the following with respect to the. vestee: 1. Satisfactory evidence be furnished of its due formation and continued existence as a limited liability company under the laWs of Delaware. 2. A copy of any management or operating agreements and any amendments thereto, together with a current list of all members of said LLC. 3. Furnishing a current certified copy of the Certificate of Status Foreign Limited Liability Company'(LLC-5) from the State' of California Office of the Secretary of State. 4. Recording a certified copy of said LLC-5 and any "amendments thereto". .................... Informational Notes .................... 1. NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded'within a period of two years prior to the date hereof except as follows: A Grant Deed executed by Sunchase Gl A. California I, INC., a California corporation to Myers/Sunchase I, LLC, a Delaware limited liability company, dated December 20th, 1999, recorded December 22nd, 1999 in Official Records, under Recorder's Serial Number 1999-207190. 2. Short term rate does not apply. 3. Information shown by the public records and/or The San Mateo County Tax Rolls .indicates the mailing address' of the vestee(s) herein to be: 525 Market St., $3440, San Francisco, CA 94105. 'SJ/j e CC: HANSON BRIDGETT MARCUS VLAHOS & RUDY, 333 MARKET STREET - 23rd FLOOR, SAN FR3kNCISCO, CA, Attn: James D. Holden OLD REPUBLIC TITLE.COMPAMY, 350 CALIFORNIA STREET, STE. 1220, SAN FRANCISCO, C, Attn: Ruth Sullivan Page 1;- 39-.2 Pages ORT 3157-E ' i ', EXHIBIT A CALIFORNIA LAND TITLE ASSOCIATION HOMEOWNER'S POLICY OF TITLE INSURANCE (1998) EXCLUSIONS In addition to the Exceptions in Schedule B, You a~e not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Covernmental policy power, and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning: a. building b. zoning c. land use d. improvements on the land e. land division f. environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcem.ent appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it, unless: a. a notice of exercising the right appears in the Public Records at the Policy Date; or b. the taking happened before the Policy Date and is binding on you if You bought the land without Knowing of the taking. 4. Risks: a. that ar~ created; allowed, or agreed toby You, whether or not they appear in the Publ!c Records; b. that are Known to You at the Policy Date, but not to Us, unless they appear in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.d, 22, 23, 24, or 25. 5. Failure to pay value for Your Title. ' 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule ^; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY (1990) EXCLUSIONS The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances or regulations) restricting~ regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions of or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a ·notice of enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a. defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not.recorded in the public records at Date of Policy, but created, suffered, assumed 0r agreed'to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy. (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequentto Date of Policy; (e) or resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent 4. owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usus/or any consumer credit protection or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this 'policy or the transaction creating the interest of the'insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS in addition to the Exclusions~ you are not insured against loss, costs, at:orneys' fees, and expenses resulting from: 1. Taxes or assessments which are not shown as existing liens, by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but Which could be ascertained by an inspection of the land or which may be asserted by persbns in possession thereof. ORT 3157-J (Continued on next page) ~" · ~ EXHIBIT A (Continued) ~. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or'in Acts authorizing the issuance thereof; (c) water rights,claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (1992) SCHEDULE OF EXCLUSIONS FROM COVERAGE 1. (a) Any law, ordinance or governmental .regulation (including but not limited to building and zoning laws, ordinances, or regulations) restrictin~ regulatin~ prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the Public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged v o ation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded 'in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims, or other malzers (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder; (c) resulting in no loss or damage to the insured claimant; (d) attaching or creating subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this .policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (1987) EXCLUSIONS In addition to the exceptions in Schedule B, you are not insured against loss, costs, attorney's fees and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or governmental regulation. This includes building and zoning ordinances and als0 laws and regulations concerning: land use improvements on the land land division environmental protection This exclusiOn does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Tide Risks. 2. The right to take the land by condemning it,. unless: a notice of exercising the right appears in the public records on the Policy Date. the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking. 3. Title Risks: that are created, allowed, or agreed to by you that are known to you, but notto us, on the Policy Date - unless they appear in the Public Records. that result in no loss to you that first affect your title after the Policy Date - this does not limit the labor and material lien coverage in item 8 of Covered Title Risks. 4. Failure to pay value for your title. 5. Lack of a right: to any land outside the area specifically described and referred to in item 3 of Schedule A or n streets, alleys, or waterways that touch your land. This exclusion does not limit the access coverage in Item 5 of Covered Tide Risks. ~/ ORT 31S7-K ( Continued on next page ) EXHIBIT A (Continued) AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (1987) WITH REGIONAL EXCEPTIONS EXCLUSIONS In addition to the exceptions in Schedule B, you are not insured against loss, costs, attorneys' 'fees and expenses resulting from: 1. Covermental police power, and the existence or violation of any law Or governmental regulation. ordinances and also laws and regulations concerning: land use This This 2. The This includes building and zoning improvements on the land ladd division environmental protection exclusion does not apply to violations or the enforcement of these mat~ers which appear in the public records at Policy Date. exclusion does not limit th~ zoning coverage described in Items 12 and 13 of Covered Title Risks. right to take the land by condemning it, unless: a notice of exercising the right appears in the public records on the Policy Date. the taking happened prior to the policy Date and is binding on you if you bought the land without knowing of the taking. 3. Title Risks: that are created, allowed, or agreed to b~/you that are known to you, but not to us, on the Policy Date - unless they appear in the public records. that result in no loss to you that first affect your tide after the Policy Date - this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks. '4. Failure to pay value for your title. 5. Lack of a right: to any land outside the area specifically described and referred to in Item 3 of Schedule A or · in streets, alleys, or waterways that touch your land. This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. REGIONAL EXCEPTIONS In addition to the Exclusions, you are not insured against loss, costs, attorneys' fees, and expenses resulting from:: 1. Any facts, rights, interests or claims which are not shown by the Public Records but which could be ascertained by making inquiry of parties in possession of the land. 2. Any liens or easements not shown by the Public Records. However, this does .not limit the affirmative coverage in Item 8 of Covered Title Risks. 3. Any facts about the land not shown by the Public Records which a correct survey would disclose. However, this does not limit the affirmative coverage in Item 12 of CoveredTitle Risks. 4. (a) Any water rights or claims or title to water in or under the land; (b) unpatented mining claims; (c) reservations or exceptions in patents or in acts authorizing the issuance thereof. ORT 3157-L -42- 2002--03801.7 03101 I2002 ~9:44~ RG Page: 41 of 84 Notice..' This is neither a ·plat nor a survey. It is furnished merely a~ a convenience to aid you in lecat~fig. the land indicated hereon with reference to stree[~ and' other land. -No liability is assumed"by re, son of reliance hereon. ~',4X COD~ ~R~,4 7--64'1 . $~ ~ ~ ..... · ~(64!) . ~ ;~3 I~-:~ , -- "~ "%~A; ~'~ ~/~:-. ' - -~- - ~ '--' · z · w . · -~ ...~r . ~,. .. 391 '~._ ~[~) .... I~ 398 ML ASSESSOR'S )4AP COLIM~'~ OF .~AN MATEO; CALIF. TERR~I~AI~ SUB'. RSM Notice: This is neither'a plat nor a survey. It is furnished merely as a convenience to aid you in 16caring the land indicated hereon with reference to strql~h and? other land. I, io liability is assumed by t~ason d ~iny..L!... reliance hereon. ' "' MAP COUNT~'. O# SA~I I~AI'EO, cALIF. Exhibit "D" Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase III: Terrabay Building Improvement Schedule 0310112002 09:44R RG Page: 44 of 84 Exhibit "D" Restated and Amended Development Agreement For Remaining Parcels Of Phase HAnd Phase III Terrabay Building Improvement Schedule Traffic Improvements Payment Terms. City has agreed to construct certain Traffic Improvements required under the SEIR that were originally the Owner's obligation. In lieu of Owner constructing said improvements, Owner shall provide to the City a "Set Aside Letter" from a chartered bank, in a form acceptable to the City Attorney, stating that five million dollars ($5,000,000.00) (the "Set Aside Letter") is available to the City to be used exclusively for the payment of the actual costs of the improvements, or any costs related thereto, described in subparagraphs (a), (b), (c), (d) and (e) of Section (A)(4) of this Exhibit "D," hereina~er, collectively, "Traffic Improvements." The only conditions, limitations or restrictions on the City drawing funds fi:om the Set Aside Letter is that the City spend funds drawn fi:om the Set Aside Letter for the sole purpose of paying for the actual costs of the Traffic Improvements, and costs related thereto. The Owner's obligation to provide $5,000,000.00 in a Set Aside Letter under this Section "A" shall be the complete and total payment for the Traffic Improvements required for development of the Property as proposed in the Final Terrabay Specific Plan. Once the Set Aside Letter is provided to the City, the City shall be entitled to any interest that accrues on the funds available under the Set Aside Letter before the funds are withdrawn. The mount of interest shall equal the remm paid, as of August !, 2001, under the Local Agency Investment Fund (LAIF) established under California state law for the applicable time period before the money is withdrawn and shall be credited at the time the money is disbursed fi:om the account. The Set Aside Letter identified herein shall be provided prior to Owner receiving a grading permit for any phase of the Project or on or before August 1,2001, whichever occurs first. If Owner does not request a grading permit for any Phase of the Project prior to August 1, 2001, Owner shall not be required to provide the Set Aside Letter. However, Owner shall be required to pay interest in an amount equal to the rate of return on the San Mateo County Transportation Authority's investments to compensate the City for the interest incurred as a result of drawing down five million dollars ($5,000,000) of its 10an fi:om the San Mateo County Transportation Authority. Owner shall pay interest as required above until such time Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase 1II of the Terrabay Development - Exhibit D November 12, 2000 Revision 1.3.2 -46- Page 1 of 6 03101/2002 09:44R RG Page: 45 of 84 as Owner requests a grading permit for any phase of the Project. Upon delivery of the Set Aside Letter, Owner shall be relieved of its obligation to pay any interest as aforesaid accruing after the delivery date of the Set Aside Letter. 4. The Traffic Improvements under this Section (A) are defined as follows: (a) Construct the hookramps from Highway 101 to Bayshore Boulevard opposite the hotel site adjacent to the former Phase 1-II site or with the consent of the City Council, construct interim improvements to the scissors ramps from Highway 101 to Bayshore Boulevard opposite the former hotel site adjacent to the former Phase III site; (b) Construct the new Oyster Point Boulevard Interchange, which includes the Oyster Point flyover, and which connects, by means of a four (4) lane bridge, Oyster Point Boulevard with Airport Boulevard or, with the consent of the City Council, construct an acceptable altemative to the Oyster Point Boulevard Interchange; (c) Reconstruct Bayshore Boulevard from the northem City limit line to Randolph Avenue; (d) Construct traffic signals along Bayshore Boulevard at the hook ramps and at the southern entrance to the Property which portion was formerly identified as Phase HI; (e) Payment of all applicable Oyster Point Interchange Fees. o In consideration for the Traffic Improvements payment under the Set Aside Letter, the provisions of Exhibit E, Section IV of the Agreement relating to the scheduling of residential and commercial building phases are hereby deleted in their entirety as they relate to the Property. o Notwithstanding any provisions of this Restated Agreement to the contrary, excluding the Traffic Improvements obligations as contained in Section (A)(4)(a) through (A)(4)(e), the provisions of the Agreement for the Terrabay Development site remain in full force and effect between the parties. Procedure for Phasing of Development Approvals: Pursuant to the Final Terrabay Specific Plan, Owner intends to complete the Project according to phase. The first phase of construction proposed is the Commercial and Residential Components, including restoration of the property as contemplated in the Final Terrabay Specific Plan. The Residential Component consists of 70 on-site attached single family units and 32 Below Market Rate units located off-site. Because the BMR units are located off-site, the time for completion and conditions pertaining to the development of those units will differ from that of the 70 attached un/ts. As such, the BMR units Restated and Amended Development Agreement For Remaining Parcels of Phase H and Phase 111 of the Terrabay Development- Exhibit D November 12, 2000 Revision 1.3.2 -47- Page 2 of 6 2002--03,~,0 1 7 03/0112002 09:44~ Page: 46 o! 84 Co are addressed separately under Section 1 (A) of Exhibit H of this Restated Agreement and are not considered to be a part of the Phase I construction of the Project for application and satisfaction of the conditions set forth in C immediately below, except as otherwise noted below. The second phase of the Project is the 96 trait Condominium Component. City agrees to permit Owner to grade the condominium site at the same time as grading begins for Phase I. The specific requirements for grading of Phase II will be discussed and agreed to between the Parties prior to any grading on the Property. As proposed in the Final Terrabay Specific Plan, the City will cooperate with Owner to facilitate phased construction of the Proj eot by timely reviewing the Plans, specifications and applications for permits submitted for each Phase of development. Said review and any comments on the Plans submitted shall be provided in accordance with the time periods specified by State law and local ordinances. 1. Phase I: Issuance of Grading Permits.. Grading permits, including any permits for any rough grading, may be issued by the City for Phase 1 only after: (a) A Vesting Tentative Map for the Project has been approved by the City; and, (b) A Precise Plan for Phase I has been approved by the City; and, (c) Owner provides the Set Aside letter identified in Section (A); and, (d) A Subdivision Improvement Agreement and bonds related to the installation of public improvements for Phase I have been executed; and, (e) A final subdivision map for Phase I has been approved by the City Council and recorded with the County Clerk. 2. Phase I: Issuance of Building Permits: Building permits may be issued by the City for any structures in Phase I, including model homes, only after: (a) Grading permits for Phase I have been approved by the City Engineer; and, (b) A precise plan for Phase I has been approved by the City Council; and, (c) A final subdivision map for the Phase I has been approved by City Council and recorded with the County Clerk; and, (d) All applicable provisions of the Habitat Conservation Plan for the Remaining Parcels of Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase m of the Terrabay Development- Exlxibit D November 12, 2000 Revision 1.3.2 -48- Page 3 of 6 03101/2002 09: 44R RG Page: 47 of 84 (e) (f) (g) Phase II and Phase III, including the dedication of open space to San Mateo County to the extent dedication is required under the Habitat Conservation Plan, have been complied with to the satisfaction of the Chief Planner; and, Improvement contracts together with bonds satisfactory to the City Engineer for their completion have been executed for construction of the public improvements identified in the Final Terrabay Specific Plan and as identified during Precise Plan review; and, City has received the required Set Aside Letter for items identified in Section (A); and, Owner has conveyed to the City the land identified in the Myers Property Agreement ("Property Agreement") free and clear of all sign easements and sign structures. In the event Owner is unable to perform its obligations under the Property Agreement, Owner shall undertake all steps necessary in order to convey to the City fee title to the property identified in Section 1.1 of the Myers Property Agreement, free of the sign easements and structures that currently encumber the property. Owner agrees that such steps may include paying the City's costs to acquire the property through condemnation. In the event condemnation is required, Owner shall pay all costs of acquiring the property and extinguishing the sign easements associated therewith. Costs of condemnation shall include, but are not limited to, property and sign acquisition, expert witness fees, appraisal fees and attorneys fees and costs. Phase I: Issuance of Certificates of Occupancy. Certificates of Occupancy may be issued by the City for any structures on Phase I excluding the non-residential use ofm0del homes, only after: (a) Supporting utility systems, roadway systems, parking and landscaping have been installed for those buildings for which occupancy permits have been requested, to the satisfaction of the City Engineer, Chief Planner and Director of Recreation and Community Services; and, Co) Landscaped and irrigated fire breaks have been installed for Phase I to the satisfaction of the Fire Chief and Director of Recreation and Community Services along the perimeter of the dwelling units and other buildings for which occupancy permits are being requested; and, (c) Drainage catchment basins and improvements related thereto have been installed for Phase I to the satisfaction of both the City Engineer and the County of San Mateo Director of Public Works along the perimeter of the dwelling units and other buildings for which occupancy permits are being requested; and, Restated and Amended Devel6pment Agreement For Remaining Parcels of Phase H and Phase 1~ of the Terrabay Development - Exhibit D November 12, 2000 Revision 1.3.2 Page 4 of 6 2002--03801.7 03/01/2002 09:44R l~O Page: 48 of 84 (d) Owner has contracted for the acquisition of a site or sites suitable for construction of the BIvlR Units; and, (e) Construction has begun on the trail head and trail east of the Terrabay Park phase from Terrabay Drive to the satisfaction of the Director of Recreation and Community Services upon receiving all necessary City and County approvals, which approvals shall be diligently pursued by Owner; provided, however, this obligation shall not prevent Owner fi:om receiving a Certificate of Occupancy in the event the County refuses to grant approvals required to construct the trail in the location presently identified. Phase II: Issuance of Grading Permits: Grading permits, including any permits for any rough grading, may be issued by the City for Phase 11 only after: (a) A Vesting Tentative Map for the Project has been approved by the City; and, (b) A Precise Plan for Phase H has been approved by the City; and, (c) Owner provides the Set Aside letter identified in Section (A); and, (d) A Subdivision Improvement Agreement and bonds related to the installation of public improvements for Phase II have been executed; and, (e) A final subdivision map for Phase II has been approved by the City Council and recorded with the County Clerk. Phase II: IssuanCe of Building Permits: Building permits may be issued by the City for any structures in Phase II, including model units only after: (a) Grading permits for Phase II have been approved by the City Engineer; and, (b) A precise plan for Phase II has been approved by the City Council; and, (c) A final subdivision map for the Phase II has been approved by City Council and recorded with the County Clerk; and, (d) All applicable provisions of the Habitat Conservation Plan for the Property, including the dedication of open space to San Mateo County, to the extent dedication is required under the Habitat Conservation Plan, have been complied with to the satisfaction of Restated and Amended Development Agreement For Remaining Parcels of Phase H and Phase HI of the Terrabay Development- Exhibit D November 12, 2000 Revision 1.3.2 Page 5 of 6 28'82--8358 ~. 7 05 / 01 / 20~2 09: 44;:1 RG Page: 49 of 84 the Chief Planner; and, (e) Improvement contracts together with bonds satisfactory to the City Engineer for their completion have been executed for construction of the public improvements identified in the Final Terrabay Specific Plan and as identified during Precise Plan review; and, (f) City has received the required Set Aside Letter identified in Section A. Phase H: Issuance of Certificates of Occupancy. Certificates of Occupancy may be issued by the City for any stmctures on Phase 11 excluding the non-residential use of model units, only after: (a) Supporting utility systems, roadway systems, parking and landscaping have been installed for those buildings for which occupancy permits have been requested, to the satisfaction of the City Engineer, Chief Planner and Director of Recreation and Community Services; and, Landscaped and irrigated fire breaks have been installed for Phase II to the satisfaction of the Fire Chief and Director of Recreation and Community Services along the perimeter of the dwelling units and other buildings for which occupancy permits are being requested; and, (c) Drainage catchment basins and improvements related thereto have been installed for Phase II to the satisfaction of both the City Engineer and the County of San Mateo Director of Public Works along the perimeter of the dwelling units and other buildings for which occupancy permits are being requested; and, (f) Construction is substantially complete on the trail head and trail east of the Terrabay Park phase from Terrabay Drive to the satisfaction of the Director of Kecreation and Community Services upon receiving all necessary City and County approvals, which approvals shall be diligently pursued by Owner; provided, however, this obligation shall not prevent Owner from receiving a Certificate of Occupancy in the event the County refuses to grant approvals required to construct the trail in the location presently identified. F:\WPDWINRSW~405\035~AGREE~PHASE3\l_TerBay_ExhibitD_kaj_Novl 2._final l.doc Restated and Amended Development Agreement For Remaining Parcels of Phase H and Phase HI of the Terrabay Development-Exhibit D November 12, 2000 Revision 1.3.2 Page 6 of 6 2e02--~3~0 ~, '7 0~/01/2002 I~G Pig": 50 of 84 Exhibit "E" Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase III: Myers Property Agreement with City -52- 2002--03a0 ~_ 7 03/01/2002 09: 44;I AG Page: 51 of 84 AGREEMENT THIS AGREEMENT is made and entered into this day of ,2000, by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (the "CITY"), and MYERS PENINSULA COMPANY LLC, a Delaware limited liability company ("MYERS"). RECITALS WltEREAS, MYERS is developing a project described as the "Final Terrabay Specific Plan Property" (the "Project"), within the Terrabay DevelOpment which is located within the CITY; and WI:IEREAS, CITY and MYERS desire to cooperate by exchanging certain property interests, for no additional monetary consideration, in order to facilitate the Project and certain adjacent roadway and utility improvements; and WItEREAS, in order to facilitate the construction of a joint utility trench and the grading of the adjacent portion of Bayshore Boulevard, MYERS is willing to grant to CITY a temporary construction easement to permit the temporary placement of an overhead utility line; and WItEREAS, CITY requires the use of a portion of MYERS property for the temporary placement of construction trailers and other equipment for Phases II and 1II of the Oyster Point Interchange Project and MYERS is willing to grant such use, provided it does not interfere with other Uses of the property and can be terminated when MYERS requires access to the site for construction work; and WltEREAS, CITY requires temporary access to a portion of MYERS property to construct retaining walls within the Bayshore Boulevard right of way that will benefit MYERS; and WHEREAS, to assist in the constmction of improvements to Bayshore Boulevard, MYERS is offering to dedicate to CITY a fee title to that certain real property described in Section 1.1 below; and WltEREAS, CITY previously acquired a former portion of the Terrabay Development site but has detemained that a portion of this acquisition is no longer needed and is willing to convey the property in fee to MYERS that certain real property described in Section 2 below. TI~EREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Transfers by MYERS. As part of this Agreement, MYERS agrees to convey to City the following interests: 1.1 Dedication of Right of Way for Bayshore Boulevard. To accommodate CITY's requirements, MYERS agrees to convey and dedicate to City by quitclaim deed the real property described in Exhibit A. 1.2 Temporary Construction Easement. To accommodate CITY's requirement of temporary access to a portion of MYERS property in order to construct retaining walls within the 'l -53- 790200.2 Bayshore Boulevard fight of way that will benefit MYERS, MYERS shall convey to CITY a temporary construction easement in substantially the form attached as Exhibit B. 1.3 Temporary Construction Trailer Easement. To accommodate CITY's requirement to use a portion of MYERS property in order to temporarily place construction trailers and other equipment for Phases II and III of the Oyster Point Interchange Project, MYERS shall convey to CITY a temporary construction trailer easement in substantially the form attached as Exhibit C. 1.4 Temporary Pole Line and Guy Anchor Easement. To accommodate construction of a joint utility trench and the grading of the adjacent portion of Bayshore Boulevard, MYERS has conveyed or will convey to the CITY a temporary pole line and guy anchor easement, in substantially the form attached as Exhibit D. 2. Transfer by CITY. CITY agrees to convey to MYERS by quitclaim deed all of its right, title and interest to the property by means of a deed substantially in the form attached as Exhibit E, and subject only to such exceptions as indicated in the title report. 3. Exchange. The exchange of fee titles contemplated under this Agreement are exchanges of real property that are roughly equivalent in value. The parties intend that the contemplated exchange shall be accomplished in order to provide full consideration to each party to the Agreement. 4. Conditions Precedent. The obligations of each party described in Sections 1 and 2 are subject to each of the following: Concurrent Conveyances. All conveyances and transfers must occur simultaneously, except as otherwise mutually agreed. 4.1 Termination of Billboard Easement. MYERS shall have received a conveyance terminating the existing billboard easements as contemplated in the Sign Relocation Agreement ("Exhibit F') attached hereto and incorporated herein. 4.2 Vacating of Public Street. CITY shall have vacated any public street and public utilities interest affecting the property pursuant to the procedure outlined in California Street and Highways Code 8300 et seq. 4.4 Title Policy. The property to be conveyed pursuant to this Agreement shall be subject only to such exceptions as reflected in the title report and approved by grantee. MYERS shall obtain a CLTA or ALTA title policy, as MYERS elects; fi.om Old Republic Title Company ("Title Company") insuring title for the property conveyed pursuant to Section 2 in MYERS for $100,000, subject only to approved exceptions. MYERS will obtain a title pohcy insuring title in CITY for the property conveyed pursuant to Section 1.1 for $100,000, subject only to such approved exceptions. 4.5 Environmental Conditions. The Phase I environmental audit conducted on MYERS behalf shall be satisfactory to MYERS. 9 7~2~.2 5. Escrow. 5.1 Delivery of Executed Agreements; Escrow Agent. The parties agree that Old Republic Title Company, 350 California Steer, Suite 1220, San Francisco, CA 94104 shall act as Escrow Agent and shall open an escrow with Escrow Agent. Thc escrow instructions shall provide for the deposit by each party of the documents described in Sections 1 and 2 at least one day prior to Closing. 5.2 Closing Expenses. MYERS shall pay all title insurance premiums, escrow fees, recording costs, and all other Closing costs. 5.3 Closing. Escrow shall close within ten (10) days of satisfaction or waiver of the conditions precedent set forth in Section 4. 5.4 Waiver of Appraisals; The parties hereby waive any and all real property appraisals that they may be entitled to under federal, state and local law. 5.5 Mutual Indemnification of Parties. Upon recordation of the interests in the property identified in Sections 1 and 2 of this Agreement, the CITY agrees to defend, indemnify, and hold MYERS harmless (including, without limitation, attorney's fees and costs) in connection with any and all claims, liabilities, obligations, and actions rising out of CITY's use, occupancy or occupation of the said property. Upon recordation of the interest in the property identified in Sections 1 and 2 of this Agreement, MYERS agrees to defend (with counsel selected by CITY), indemnify, and hold CITY harmless (including, without limitation, attorney's fees and costs) in connection with any and all claims, liabilities, obligations, and actions arising out of MYERS use, occupancy or occupation of the said property. 5.6 Hazardous Materials: As used herein, the term "Hazardous Materials" or "Hazardous Substances" shall mean: (a) any substances defined, regulated or listed (directly or by reference) as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic waste," "pollutant" or "toxic substances" or similarly identified as hazardous to human health or the environmem, in or pursuant to (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. '9601 et seq. CCERCLA"); (ii) the Hazardous Materials Transportation Act, 49 U.S.C. '1802 et seq.; (iii) the Resource Conservation and Recovery Act, 42 U.S.C. '6901 et seq.; (iv) the Clean Water Act, 33 U.S.C. '1251 et seq.; (v) California Health and Safety Code "25225-25117, 25249.5, 25249.8, 25281, and 25316; and (vi) the Clean Air Act, 42 U.S.C. '7901 et seq.; and (vii) California Water Code ' 13050; (b) any amendments to such enumerated statutes or acts; and (c) any other hazardous or toxic substance, material chemical, waste or pollutant identified as hazardous or toxic or regulated under any other applicable federal, state or local environmental laws, including without limitation, friable asbestos, polychlorinated biphenyls ("PCBs"), petroleum, natural gas and synthetic fuel products and by-products. 5.6.1 As used herein, the term "Liability" shall mean and include any one or more of the following, based on or arising out of the release or presence of Hazardous Materials in or on the property interests conveyed pursuant to this Agreement: any orders, actions, injunctions or expenses (including, without limit, -55- I~G P&g,,: 54 of 84 any expenses associated with the response, removal or remediation of such Hazardous Materials). 5.6.2 MYERS shall indemnify, defend (with counsel selected by CITY) and hold harmless CITY, from and against all Liability for that property identified in Section 1.1 of this Agreement. MYERS agrees that upon receipt of any notices of the 'presence of, or a release or potential release of Hazardous Materials on or under the Property for which it is liable under the provisions of this Agreement, MYERS shall timely initiate and diligently pursue and complete all appropriate response, remediation and removal actions for the release, within the deadlines specified by applicable laws and regulations. 5.6.3 CITY shall indemnify, defend (with counsel selected by MYERS) and hold harmless MYERS, from and against all Liability for that property identified in Section 2 of this Agreement. CITY agrees that upon receipt of any notices of the presence of, or a release or potential release of Hazardous Materials on or under the Property for which it is liable under the provisions of this Agreement, CITY shall timely initiate and diligently pursue and complete all appropriate response, remediation and removal actions for the release, within the deadlines specified by applicable laws and regulations. 5.6.4 So long as each party is not in material breach hereof, and is discharging its defense and indemnity obligations in a reasonable and responsible manner for a Liability, and it has accepted and is discharging responsibility hereunder for such liability without any reservation of rights, each party hereby assigns to the other all of its present and future rights to recover, or receive contribution, from any and all potentially responsible third parties for those costs, expenses and fees incurred by the party pursuant to this Indemnity. 5.6.5 Subject to the foregoing, each party hereby also assigns its rights to the other party to bring an action against or otherwise cause any or all of such potentially responsible parties to take responsive actions, and to remove and remediate the Hazardous Materials. Each party agrees to cooperate fully with the other in the preservation and prosecution of all such claims and private enforcement actions. 5. 6.6 So long as the parties are not in material breach hereof, and are discharging their defense and indemnity obligations in a reasonable and responsible manner for a Liability, and has accepted responsibility hereunder for such liability without any reservation of rights, each party shall have control over their respective defense of such Liability without any reservation of rights, and over all negotiations relating to the settlement thereof. 6.0 Miscellaneous Provisions. 6.1 Effective Date. This Agreement shall become effective on the date first above written. ,4 7~2~.2 6.2 Severability. Invalidation of any provision of this Agreement, or of its application to any person, by judgment or court order shall not affect any other provision of this Agreement or its application to any other person or circumstance, and the remaining portions of this Agreement shall continue in full force and effect, unless enforcement of this Agreement as invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. 6.3 Exhibits. The Exhibits referenced in and attached to this Agreement are deemed incorporated into this Agreement in their entirety. 6.4 Entire Agreement. This Agreement (including the Exhibits) contains all the representations and the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements written or oral. 6.5 Construction of Agreement. The provisions of this Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party in order to achieve the objectives and purposes of the parties. Captions are included only for convenience of reference and shall be disregarded in the construction and interpretation of this Agreement. Wherever required by the context, the singular shall include the plural and vice versa. 6.6 Further Assurances; Covenant to Sign Documents. Each party covenants, on behalf of itself and its successors and assigns, to take all actions and to do all things, and to execute, with acknowledgment or affidavit if required, any and all documents and writings, that may be reasonably necessary or proper to achieve the purposes and objectives of this Agreement. 6.7 Binding Upon Successors. All of the, provisions, agreements, rights, powers, standards, terms, waivers, covenants and obligations contained in this Agreement shall be binding upon the parties and their respective successors in interest, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective successors in interest. 6.8 Governing Law. This Agreement, and the rights and obligations of the parties, shall be governed by and interpreted in accordance with the laws of the State of California. 6.9 Counterparts. For convenience, the signatures of the parties to this Agreement may be executed and acknowledged on separate pages or in counterparts which, when attached to this Agreement, shall constitute this as one complete Agreement. 6.10 Time. Time is of the essence of this Agreement and of each and every term and condition hereof. 2002--0380 ~-. 7 0~,/0112002 09:441~ R; Page: 56 of 84 7~2~.2 6.11 Notices. Any notice given under this Agreement shall be in writing and given by delivering the notice in person, by commercial courier or by sending it by registered or certified mail, or Express Mail, return receipt requested, with postage prepaid, to the mailing address listed below or any other address notice of which is given. For the convenience of the Parties, copies of notices may also be given by telefacsimile, to the telephone number listed below or such other numbers as may be provided from time to time. CITY: City of South San Francisco City Manager 400 Grand Avenue, City Hall South San Francisco, CA 94080 Attention: Michael A. Wilson, City Manager MYERS: Myers Peninsula Company LLC 525 Market Street, Suite 3440 San Francisco, CA 94905 Attention: Tom Mallonee Facsimile: (415) 777-3331 With a copy to: Hanson, Bridge~t, Marcus, Vlahos & Rudy 333 Market Street, Suite 2300 San Francisco, CA 94105 Attn: James D. Holden, Esq. Facsimile: (415) 541-9366 Any mailing address or facsimile number may he changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or commtmicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the remm receipt. A Party may not give official or binding notice by facsimile. The effective time of a notice shall not be affected by the receipt, prior to receipt of the original, of a facsimile copy of the notice. ~IG P&ge: 57 of 84 7~2~.2 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first mentioned above by their duly authorized representatives. MYERS PENINSULA COMPANY LLC, a Delaware Limited Liability Company CITY OF SOUTH SAN FRANCISCO By: MYERS TERRABAY COMPANY I, LLC By: Michael A. Wilson, City Manager By: Name: Jack E. Myers Title: Manager and Sole Member ATTEST By: ATTEST: By: Sylvia Payne, City Clerk APPROVED AS TO FORM: By: Steven T. Mattas, City Attorney J:\WPDLMmrsw\405\001 kAGREEk2000WIyers_S SF_property_transfer_Oct4.doc 7 ;15 P&ge: $8 o~ 84 790200.2 Exhibit "F" Restated and Amended Development Agreement For Remaining Parcels of Phase H and Phase III: Sign Relocation Agreement -60- 0310112002 09:441~ I:lG Page: 59 of' 84 SIGN RELOCATION AGREEMENT THIS AGREEMENT is made and entered into this day of October, 2000 by and between the City of South San Francisco, a mtmicipal corporation ("CITY"), Eller Media Company, a Delaware corporation ("ELLER") and Myers Peninsula Company, L.L.C., a Delaware limited liability company ("MYERS"). RECITALS WHEREAS, Eller is the owner of four (4) sign structures (the "Existing Sign Structures") located within the City limits along Bayshore Blvd. (California Highway 101) at three separate locations within Lots 395 and 396 of MYERS' property, as more fully described on Exhibit "A" attached hereto and incorporated by reference; and WI~REAS, CITY intends to widen Bayshore Blvd. to an extent that would require removal of the Existing Sign Structures, through condemnation of the Existing Sign Structures or an agreed relocation thereof; and WHEREAS, CITY's laws and California Business and Professions Code Section 5412 allow the use of relocation agreements to appropriately relocate outdoor advertising displays when necessary to avoid 1he cost and expense associated with condemnation of such displays; and WHEREAS, CITY desires that ELLER remove all the sign structures and faces identified on Exhibit "A" without payment of monetary compensation from CTIY; and WHEREAS, ELLER is willing to remove the sign structures and faces as herein provided, and to waive its right to monetary compensation for said removal from the CITY, provided it is allowed to erect the following replacement structures (collectively called the "New Eller Faces") as provided in this Agreement. NOW THEREFORE, the parties agree as follows: 1. ELLER shall apply for all building and other permits required by CITY, CalTrans, or other jurisdictions necessary for the construction and operation of the New Eller Faces located within the City of South San Francisco within 30 days of the execution of this Agreement. Upon issuance of said permits, ELLER shall remove all structures and faces identified in Exhibit "A" at no cost to the CITY, in accordance with the schedule specified below; 2. CITY will not object to ELLER's efforts to transfer two of its existing landscape freeway permits (permit numbers 10904, 10905, 10906, or 10907) to a non-adjacent jurisdiction; 3. CITY shall allow ELLER to add an additional face to the existing structure located near Grand Avenue as described in Exhibit '~B" attached hereto and incorporated by reference. Said additional face shall be the same dimension as the existing face on the structure and in no event shall be larger than 14 feet by 48 feet; 4. Prior to erecting the second face on the structure, ELLER shall replace the two-pole structure identified in Exhibit "B" with a single-pole structure; Sign Relocation Agreement Pa~e 1 of 3 - 6 1 - 5. CITY shall allow ELLER to raise the height of the structure identified in Exhibit "B" no more than 14 feet such that the maximum height of the structure would be forty-seven (47) feet; 6. CITY shall allow ELLER to add a second face to the existing structure located on property owned/operated by Union Pacific Raikoad/Public Storage at 11 Oyster Point Blvd identified in Exhibit "C" attached hereto and incorporated by reference. Said additional face shall be no larger than .14 feet by 48 feet; 7. CITY shall permit ELLER to relocate the single-pole structure within the existing easement area subject to the' written consent of the property owner; 8. Prior to any demolition, construction or other modifications to the sign structures subject to this Agreement, ELLER shall obtain all necessary permits required by law for said construction, demolition or modifications; 9. Upon submittal of building pennit applications by ELLER for the activities authorized pursuant to this Agreement, CITY shall process and approve all permits for construction and operation of the New Eller Faces in the locations shown on Exhibits "B" and "C." However, CITY shall not be required to approve an incomplete or defective application for said permits and may require ELLER to comply with State codes governing the construction of such stmctures; 10. Prior to approval of building permits as described in paragraph 9 above, and within 15 days of the execution of this Agreement, ELLER shall apply for demolition permits for the removal of the Existing Sign Smactures identified in Exhibit "A." The Existing Sign Structures shall be demolished and removed within 30 days following issuance of all required permits for the New Eller Faces located within the City of South San Francisco. Construction of the New Eller Faces shall commence within 120 days of the issuance of all required building permits for said construction; 11. Any building permits issued for the New Eller Faces shall be made conditional on the full performance of ELLER's obligation under this Agreement; 12. Upon execution of this Agreement by all parties, ELLER agrees to relinquisl:/all easements or other property rights it presently maintains on the structures identified in Exhibit "A" by conveying the easement by grant deed, free and clear of all claims, liens, encumbrances, to MYERS or the CITY, whoever owns the servient tenement for such easement, promptly upon removal of the Existing Sign Structures as required under this Agreement; 13. ELLER shall not erect any reader boards, extensions, cutouts or make any other modifications not authorized pursuant to this Agreement to the New Eller Faces and/or their structures to the extent said modifications would increase the size of the existing sign face (s); 14. ELLER shall be entitled to own, operate and maintain the New Eller Faces as conforming structures notwithstanding the adoption of any CITY ordinance to the contrary and without limitation as to time, amortization or "sunset" periods. Nothing in this paragraph shall be construed to permit ELLER to own, operate or maintain any sign in a manner inconsistent with state or federal law. Any sign placed adjacent to Highway 101 shall be consistent with the outdoor advertising permit procedures of the California State Department of Transportation (CalTrans); Sign Relocation Agreement Page 2 of 3 - 6 2 - 2e02--03~,0 ! '7 03101/2002 09: A41::I 15. The parties intend that this Agreement facilitate the relocation and consolidation of the Existing Sign Structures as permitted by California Business and Professions Code Section 5443.5, and/or any applicable rules, regulations and ordinances of the CITY, and will permit the issuance by CalTrans of all required State of California permits and approvals necessary to permit the construction and operation of the New Eller Faces as replacement structures pursuant to such laws and ordinances. To the extent required, CITY shall cooperate with ELLER in facilitating the issuance of all approvals and permits to be issued by other jurisdictions which are necessary for the construction and relocation of the New Eller Faces, including amending of this Agreement as necessary to permit compliance with California Business and Professions Code Section 5443.5; 16. This Agreement shall be binding on any and all successors and assigns of the parties and shall be governed by the laws of the State of California. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first mentioned above by their duly authorized representatives. ELLER MEDIA COMPANY, a Delaware corporation CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: Its: By: Michael A. Wilson, City Manager MYERS PENINSULA COMPANY, a Delaware Limited Liability company By: MYERS TERRABAY COMPANY L.L.C APPROVED AS TO FORM: By: By: Jack Myers, Manager and Sole Member Steven T. Mattas, City Attorney ATTEST: 2002--0380 ~. 7 03101 / 2002 ;)9: 44R RG Page: 62 of 84 By: Sylvia Payne, City Clerk J:\WPDkMnrsw~405\035ZAGREE~PHASE3\I _¢ll~r_city_myers_signrelocation_Oct4_final_.doc Sign Relocation Agreemem Page 3 of 3 - 6 3 - Exhibit "G" Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase III: Subdivision Improvement Agreement Form 66- 2092--0380 1 ? 03/0~ 12002 09:44gl gig Page: 63 of 84 AGREEMENT Subdivision Improvements This AGREEMENT dated ,20 is by and between the City of South San Francisco, a municipal corporation, hereinafter designated "City," and __, a corporation, hereinafter designated "Subdivider." WlTNESSETH: WHEREAS, Subdivider has presented to City for approval final Subdivision maps, hereinafter designated "maps," entitled ; and WHEREAS, Subdivider has requested approval of the maps prior to the construction and completion of improvements, including all streets, highways and public ways and public utility facilities which are a part of, or appurtenant to, the Subdivision designated in the maps, all in accordance with, and as required by, the plans and specifications for all or any of the improvements in, appurtenant to, or outside the limits of Subdivision, which plans and specifications are described in Exhibit "A" attached and incorporated herein, hereinafter "plans" and are now on file in the Office of the City Engineer of the City; and WHEREAS, the City Council of the City of South San Francisco on adopted Resolution No. approving the maps and accepting the dedications therein offered for street and highway purposes and public facility and utility easements, except for those dedicated to other agencies, persons, partnerships, associations or corporations, on the condition that Subdivider first enter, into and execute this Agreement with City and meet the requirements of the Resolution; and WHEREAS, this Agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of Califomia and Title 19 of the South San Francisco Municipal Code; and NOW, THEREFORE, for and in consideration of the approval of the maps and of the acceptance of the dedications and easements for street and highway purposes and public facility and utility easements therein offered, excepting those dedicated to other agencies, and in order to ensure satisfactory performance by Subdivider and Subdivider's obligations under the Subdivision Map Act and Title 19 of the Municipal Code the parties agree as follows: 1. Performance of Work Subdivider shall, at its own expenses, furnish or cause to be furnished, all labor supplies, equipment and materials, and do or cause to be done, in a good and workmanlike manner all of the improvements within and/or without and subdivision work described in Exhibit AA attached and incorporated. The cost of such improvements and required items of work is estimated to be ($ ) Dollars. Subdivider shall also do all the work and furnish all materials necessary in the opinion of the City Engineer to complete the improvements in accordance with the plans and specifications on file, or with any changes required or ordered by the City Engineer. 2. Places and Grades to be Fixed by Ci.ty Engineer All of the work is to be done at the places, with the materials, in the manner and at the grades, as shown on the plans and specifications previously approved by the City Engineer and now on file in his office. All work shall be done to the satisfaction of the City Engineer. 3. Time for Commencement and Performance City hereby fixes the time for the commencement of the work to be done on or before , and for its completion to be within thereafter. At least fifteen (15) calendar days prior to the commencement of work hereunder, Subdivider shall notify the City Engineer in writing of the date fixed for commencement thereof, so that the City Engineer shall be able to provide inspection services. 4. Time of Essence - Extension Time is of the essence of this Agreement, provided that in the event good cause is shown, the City Engineer may extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to Subdivider's sureties, and extensions so granted without notice to the Subdivider's sureties shall not relieve the sureties' liability on the bonds to secure the faithful performance of this Agreement and to assure payment of all persons performing labor and materials in connection with this Agreement. The City Engineer shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension. 5. Repairs and Replacements Subdivider shall replace or have replaced, or repair or have repaired, all pipes and monuments which are destroyed or damaged, and Subdivider shall replace or have replaced, repair or have repaired, or pay to the owner the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, by the State of California, or any agency or political subdivision thereof, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval of the City Engineer or the corporation, person or agency. 6. Utili .ty Deposits - Statement Subdivider shall file with the City Clerk, on or before a written statement signed by Subdivider, and each public utility corporation involved, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 7. Permits, Compliance with Law Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of such improvements, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider Subdivider shall give personal superintendence to the work on the improvements, or have a construction contractor, competent foreman or superintendent, satisfactory to the City Engineer, on the work site at all times during construction, with authority to act for Subdivider. 9. Inspection by City Subdivider shall at all times maintain proper facilities, and provide safe access for inspection by City, to all parts of the work and to the shops wherein the work is in preparation. 10. Contract Security (a) Concurrently with the execution hereof, Subdivider shall furnish: (1) a surety bond in an mount equal to at least one hundred percent (100%) of the estimated cost of the construction and completion of the works and improvements described in Exhibit "A," as security for the faithful performance of this Agreement; and (2) a separate surety bond in an amount equal to at least one hundred percent (100%) of the estimated cost of the construction and completion of the work and improvements described in Exhibit AA" as security for the payment of all persons performing labor and providing materials in connection with this Agreement. Subdivider shall require all subcontractors to file a labor and materials corporate surety bond as security for payment of all persons furnishing labor and materials in connection with this Agreement (b) The Subdivider may fulfill the requirements of subsection (a) of this section by providing a Standby Irrevocable Letter of Credit in favor of the City and in a form approved by the City Attorney. (c) Subdivider may also file a cash deposit with the City. 11. Hold Harmless Agreement (a) Subdivider shall hold harmless, indemnify and, at the City's request, defend City, its officers, employees, agents, boards and commissions, whether elected or appointed, from and against all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses, including but not limited to reasonable attorney's fees or obligations, for or in connection with personal injury (including, but not limited to, death) or damage to property (both real and personal) which arises out of or is in may way connected with the negligent act, error or omission of Subdivider, its agents, contractors, subcontractors, or employees in connection with the performance of this Agreement. (b) In order to make certain that Subdivider has adequate resources to fully carry out its responsibilities pursuant to subparagraph (a) above, Subdivider shall file with the City proof that Subdivider's professional consultants (including any soils engineer or civil engineer) employed by Subdivider in connection with the work described herein, maintain professional liability (e.g. errors and omissions) insurance during the life of this Agreement. If the work is accomplished by contractors or subcontractors, Subdivider shall assure that the contractors and/or subcontractors carry such insurance. The insurance shall be in an amount of not less than Two Million Five Hundred Thousand Dollars ($2,500,000), shall contain a provision that such insurance shall not be reduced or canceled except upon thirty (30) days written notice to City and shall be subject t the approval of the City Attorney as to form, amount and carrier. (c) The foregoing hold harmless statement of Subdivider shall apply to all damages and claims for damages of every kind suffered or alleged to have been suffered by reason of the construction operations undertaken pursuant to this Agreement, regardless of whether or not City has approved the plans or specifications for the improvements, and regardless of whether or not such insurance policies have been determined to be applicable to any such damages or claims for damages. 12. Subdivider's Insurance Subdivider shall not commence work under this Agreement until Subdivider shall have obtained all insurance required under this paragraph, and such insurance has been approved by the City Attorney as to form, amount and carrier, nor shall Subdivider allow any contractor or subcontractor to commence work until all similar insurance required of the contractor or subcontractor shall have been so obtained and approved. All requirements shall appear either in the body of the insurance policy or in endorsements and shall specifically bind the insurance carrier. Subcontractor shall take out and maintain during the life of this Agreement the following policies of insurance: (a) Worker's Compensation and Employers' Liability Insurance in the statutory coverage. In sig-ning this Agreement, Subdivider makes the following certification: "I am aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance w/th the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement." Co) Commercial General Liability Insurance: In au amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000) for injuries including, but not limited to, death to any one person and subject to the same limit for each person, in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. (c) Automobile Liability (Code 1) Insurance: In an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000) combined single limit per accident for bodily injury and property damage. (d) Contractual Liability Insurance: Subdivider shall take out and maintain during the life of this Agreement an insurance policy in the amount of at least ONE MILLION DOLLARS ($1,000,000), insuring Subdivider against damages sustained by reason for any action or actions at law or in equity, and/or any claims or demands by reason of any breach or alleged breach of any contract, or provisions thereof, or by reason of any contractual liability, or alleged contractual liability arising out of any contract entered into by Subdivider and/or any of its agents or employees in order to perform the work defined herein. (e) It is agreed that the insurance required by Subsections Co), (c) and (d) shall be in' an aggregate amount of not less than Two Million Five Hundred Thousand Dollars ($2,500,000) and shall be extended to include as additional insureds the City of South San Francisco, its elective and appointive boards, officers, agents, employees and volunteers, with respect to operations performed by the Subdivider as described herein. Evidence of the insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval by the City Attorney as to form, amount and carder. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or canceled except upon thirty (30) days written notice to City. In addition, the following endorsement shall be made on the pohcy of insurance: "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." 13. Evidence of Insurance Subdivider shall furnish City concurrently with the execution hereof, satisfactory evidence of the insurance required and evidence that each cartier is required to give City at least thirty (30) days' prior notice of the cancellation or reduction in coverage of any policy during the effective period of this Agreement. 14. Title to Improvements Title to, and ownership of, all improvements conslructed hereunder by Subdivider shall vest absolutely in City, or to such other public agencies, persons, partnerships, associations or corporations to which dedications of easements were made or reserved upon the completion and acceptance of such improvements by City or the agency, person, partnership, association or corporation. 15. Repair or Reconstruction of Defective Work If, within a period of one year after final acceptance of the work performed under this Agreement, any structure or part of any structure furnished and/or installed or constructed, or caused to be installed or constructed by Subdivider, or any of the work done under this Agreement, fails to fulfill'any of the requirements of this Agreement or the specifications referred to herein, or proves to be defective or become damaged because of differential settlement, action of the elements, or ordinary usage, except for catastrophe events, Subdivider shall without delay and without any cost to City repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Subdivider shall pay to City the actual cost of such repair plus fifteen (15%) percent. Subdivider shall at the time of acceptance of the improvements by City or other public agency with City a corporate surety bond in the principal sum of ($ ) dollars to secure the undertaking and obligations set forth in this provision. 16. Subdivider not Agent of City Neither Subdivider nor any of Subdivider's agents or contractors are or shall be considered to be agents of City in connection with the performance of Subdivider's obligations under this Agreement. 6 05101/2002 09: 44R fig Page: 69 of 84 17. Cost of En~inccring and Inspection Subdivider shall pay City the actual cost to City for all inspection and other services furnished by City in connection with the construction of the above-required improvements, plus twenty-two percent thereof for administrative overhead. City shall fumish periodic statements of all charges for services performed by City, and Subdivider shall complete payment of such charges within ten (10) days after receipt thereof. 18. Notice of Breach and Default If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extensions thereof, or fails to obtain completion of the work within such time, or if the Subdivider should be adjudged a bankrupt, or Subdivider should make a general assignment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency, or if Subdivider or any of Subdivider's contractors, subcontractors, agents or employees should violate any of the provisions of the Agreement, the City Engineer or City Manager may serve written notice upon Subdivider and Subdivider's sureties of breach of this Agreement, or of any portion thereof, and default of Subdivider. 19. Breach of Agreement; Performance by Sureties or City In the event of such notice, Subdivider' s sureties shall have the duty to take over the work and complete the work and the improvement herein specified; provided, however, hat if the sureties, within five (5) days after the serving upon it of such notice of breach, does not give City written notice of its intention to take over the performance of the Agreement, and does not commence performance thereof within five (5) days after notice to the City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider, and Subdivider's sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City, without liability for so doing, may take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to Subdivider as may be on site of the work and necessary therefor. 20. Erosion Control If applicable, Subdivider shall furnish landscape plans and adequately provide for erosion control. Landscaping and irrigation improvements shall be installed to the satisfaction of the City's Landscape Architect. 21. Trenching and Backfilling Subdivider shall require that all trenching and backfilling within and outside the property lines for utility lines, including sanitary, storm, water and any other purposes, shall be done under the inspection of a soils engineer who shall test the trenching and backfilling with a sufficient number of soil tests to secure the proper compaction. Subdivider shall further require that a certificate be filed with the City stating that said trenching and backfilling has been performed in accordance with the soils engineer's recommendations. 22. Water Lines Subdivider shall dedicate to the California Water Service Company the easements required for the water lines, facilities and appurtenant works, unless the lines, facilities and appurtenant works are to be installed within rights-of-way dedicated to the City. Subdivider shall construct and install, at its cost and expense, the improvements in the easements as set forth on the "Plans" shown in Exhibit "A," subject to the approval of the Company or District. 23. Notices All notices herein required shall be in writing, and delivered in person or sent by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: City Clerk City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Notices required to be given to Subdivider shall be addressed as follows: Notices required to be given to sureties of Subdivider shall be addressed as follows: Any party may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. 24. As-Built Drawings Subdivider shall furnish City reproducible plastic film as-built drawings of the public improvements of a'quality acceptable to the City Engineer together with a certification by Subdivider's engineer that the improvements have been conslructed in accordance with the approved plans and specifications. Subdivider shall furnish City with the as-built drawings concurrently with Subdivider's request for acceptance of the improvements by the City. -72- ~3/0'1/2002 09: ~G P&~e: 71 of 25. Parties Obligated Subdivider agrees that this Agreement shall bind Subdivider and successors in interest, heirs and assigns. Subdivider's IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: City Manager DEVELOPER: By: ATTEST: By: City Clerk APPROVED AS TO FORM: City Attorney J:\WPDkMnrsw~405\001 h~ORMS~SUBDIVID_improvement_agreement.doc 73 2002--038,0'17 03/01/2002 09:44R I~G Page: 72 of 84 Exhibit "H" Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase III: Owner Obligations /2002 Exhibit "H" Restated and Amended Development Agreement For Remaining Parcels Of Phase HAnd Phase III: Owner Obligations In consideration of the entitlements conferred upon Owner, Owner has agreed to provide certain public facilities and improvements. In order to maintain consistency with the General Plan and Owner's Specific Plan, and to clarify the obligations set forth in the Specific Plan, the Parties agree to implement those obligations according to the terms and conditions set forth below. A. Off-Site Below Market Rate (BMR) Housing Units (the "BMR units"): In accordance with the Final Terrabay Specific Plan, Owner shall provide at Owner's sole cost and expense, thirty-two (32) rental or owner occupied housing units within the City of South San Francisco at below market rate. Said tm/ts shall be provided in accordance with the following: 1. The BMR units provided pursuant to this Agreement shall be affordable to famihes of moderate income. Eligibility for each BMR Unit shall be determined according to the State of California, Business, Transportation and Housing Agency-Department of Housing and Community Development: Division of Housing Policy departments' income limits for San Mateo County for each year in which each BMR Unit is placed on the market. o Owner shall be required to undertake all actions necessary to provide the BMR Units, including, without limitation, acquiring a site (or sites) on which to construct or rehabilitate the BMR Units. Owner shall comply with the following schedule for acquisition and construction of the BMR units: (a) Owner shall have contracted for the acquisition of a site or sites suitable for construction of the BMR Units prior to receiving a Certificate of Occupancy for the office building within the Commercial Component of the Project. (b) Owner shall close escrow, if escrow is required, on the above sites within 30 days of obtaining a Certificate of Occupancy for the office building; (c) Owner shall submit all plans for the construction or rehabilitation of the above units within 60 days of the close of escrow; (d) Owner shall apply for building permits for the BMR units within 30 days of City approval of' said plans; Restated and Amended Development Agreement Terrabay Remaining Parcels of Phase H and Phase 1II Exhibit H - Final as of Nov. 29, 2000 Rev. 1.3.2 - 7 5 - Page 1 of 7 CENTRAL RECORDS 2002--0360 ! 7 05/01/20~2 09: 44R I~G Pa.n: 74 of 84 FILE NO. (e) Owner shall complete construction of the BMR units, or complete rehabilitation of the BMR units, whichever is required, sufficient to receive a Certificate of Occupancy for the units, within twelve (12) months of receiving building permits for said construction or rehabilitation. 4. The BMR Units may be parked at one space per BIvlR Unit, provided that the sites of the BMR Units are located within close proximity to public transportation. In the event Owner chooses to sell the BMR Units, the units shall be subject to a resale restriction limiting resale of the BMR Units to families of moderate income (as · determined in A.2 above). Owner may implement the resale restriction through covenants, conditions and restrictions ("CC&R's") covering all of the BMR Units or through use of individual deed restrictions. Ail CC&R's and deed restrictions shall be subject to review and approval as to form by the City Attomey prior to issuance of building permits for the BMR Units. B. Remaining Proposed Residential Units: Owner proposes to construct the Condominium Component and related parking facilities in accordance with the provisions of the Final Ten'abay Specific Plan. The Parties have agreed to cooperate in good faith in order to complete construction of the Condominium Component in a timely manner to facilitate acquisition of the units by employees of the Commercial Component office building. Pursuant to the foregoing, Owner agrees to undertake good faith efforts to construct the Condominium Component at or before the same time Owner receives the Certificate of Occupancy for the office building within the Commercial Component. Construction of the Condominium shall occur pursuant to' the terms set forth below: 1. Owner shall endeavor to commence construction of the Condominium Component prior to receipt of a Certificate of Occupancy for the Commercial Component. If Owner does not obtain a building and/or foundation permit for the condominium building and complete pouring of the foundation within the time set forth in 1. immediately above, Owner shall pay the City five million dollars ($5,000,000) for potential use by the City to provide affordable housing within the City of South San Francisco. For purposes of this section, Owner shall pay the five million dollars immediately upon receiving a Certificate of Occupancy for the Commercial Component. If Owner makes the payment required in 2. immediately above, City will deposit and retain the five million dollars ($5,000,000) in an interest bearing account in City's name. If Owner commences construction of the Condominium Component within sixteen (16) months after the Certificate of Occupancy for the Commercial Component is issued, City will return to Owner the five million dollars ($5,000,000) held in the account referenced in 3. immediately above with all accrued interest. If Owner fails Restated and Amended Development Agreement Terrabay Remaining Parcels of Phase II and Phase Exhibit H - Final as of Nov. 29, 2000 Rev. 1.3.2 - 7 6 - I[lll[lllllllllllllllllllllllllllllllllllllllllllllllll 2002--0380 ~l. 7 03,101/2002 09:44R RG Page: 7S of g4 Page 2 of 7 CENTRAL RECORDS FILE NO._ .... to commence construction at such time, then the City shall be entitled to keep such five million dollars ($5,000,000), plus any interest accrued thereon. If Owner fails to commence construction of the Condominium Component before the expiration of this Restated Agreement, Owner must dedicate to the City that portion of the Property on which the Condominium Component was to be constructed and must re-vegetate such portion of the Property such that it is in the same condition as it was on the effective date of this Restated Agreement. C. Marketing Plan: Pursuant to the Final Terrabay Specific Plan and Transportation Demand Management Program ("TDM Program") contained therein, the Parties agree that the residential units on the Property shall be marketed such that the units are targeted for occupancy by employees of the commercial building, employees of businesses located within the East of 101 Plan Area and employees of businesses and governmental entities located with the City of South San Francisco. Subject to compliance with all applicable federal, state and local fair housing laws, Owner will market the units comprising the Residential Component, the Condominium Component and the BMR Units in a manner consistent with a comprehensive marketing plan. The Marketing Plan ('WIP") shall be submitted at the time of Precise Plan review and shall contain the requirements, if any, of the City deemed necessary to effectively market the residential units to the target groups in accordance with the Final Terrabay Specific Plan and the TDM Program. The target group is defined as: (a) Employees of the tenant/tenants of the Commercial Component, if any; and, (b) Employees of businesses located east of the "101 Plan Area"; and, (c) Employees of businesses and government entities located within the City of South San Francisco, including school district and City employees. 2. Owner has agreed that the MP shall include, at a minimum, the following components: (a) A comprehensive strategy for targeting the identified groups; (b) A strategy for market component pricing, to the extent feasible, such that the units are affordable to employees of the commercial tenant; (c) A right of first offer for the target groups and a discreet period of time during which the offer must remain open; (d) Commencement of marketing at a time sufficient to ensure the target group has had an oppommity to review the offer and receive approval for financing. Restated and Amended Development Agreement Terrabay Remaining Parcels of Phase n and Phase III Exln'bit H - Final as of Nov. 29, 2000 Rev. 1.3.2 - 7 7 - Page 3 of 7 CENTRAL RECORDS mi != NO. - 3. The final marketing plan will be submitted to the City at the time of Precise Plan review and shall be subject to review and approval by the City. Once marketing of the Residential Component and of the Condominium Component begins, Owner shah be required to submit to City a monthly report of its activities under the MP and demonstrate conformance with the requirements of the MP. De On-Site Child Care Facility.: To assist in reducing the amount of vehicular traffic in the Commercial Component and in an effort to contribute to the supply of child care facilities within the City, Owner agrees to provide sufficient space within the office building in the Commercial Component to accommodate a 100 child child-care facility. Said facility shall conform in all respects with Federal, State and Local laws and regulations governing such facilities, including but not limited to, minimum staffing requirements, minimum space requirements, and minimum recreational opportunities. 1. Owner shall be responsible for selecting and contracting with a provider to operate and manage the facility. Owner shall ensure that the provider selected is able to provide care at times sufficient to accommodate actual demand from the users of the Commercial Component. The child-care facility must be licensed and open for business upon the initial occupancy of the Commercial Component and shall remain open for business so long as a tenant occupies the commercial building. E. Performing Arts Center: Owner has agreed to build a Performing Arts Center ("Center") located within the Commercial Component. The Center shall be constructed consistent with the requirements identified in the Final Terrabay Specific Plan and in accordance with City approved plans and specifications. Owner shall allow use of the facility as follows: 1. The Center shall be available for the exclusive use of South San Francisco groups defined as: (a) South San Francisco performing arts groups for both performances and rehearsals; (b) South San Francisco based non-profit organizations or otherwise public spirited groups whose purposes are the enhancement or support of the performing arts; arid, (c) The City for activities related to enhancing support for performing arts within the City. (d) Performances of other groups that contract to perform in the City at the City's request. Restated and Amended Development Agreement Terrabay Remaining Parcels of Phase II and Phase 111 Exhibit H - Final as of Nov. 29, 2000 Rev. 1.3.2 - 7 8 - Page 4 of 7 CENTRAL RECORDS FILE Access to the office building within the Commercial Component shall be such that no access will be available fi:om the Center to the interior of such office building after business hours unless otherwise permitted by Owner. City shall not be required to pay Owner for the use of the Center as provided in (1) above for a period of ninety-nine (99) years, but may be required to reimburse Owner for certain expenses as identified in the written operating agreement to be entered into by and between the Parties at or before the time of Precise Plan review ("Operating Agreement"). The Operating Agreement shall address, at a minimum, hours of operation, maintenance obligations of the parties, allocation of monthly utility expenses and other terms as needed. Hours of Operation shall be such that the facility is available to the commercial tenant as a meeting facility during normal business hours and may be modified to accommodate the needs of the City or commercial tenant as circumstances require. Identity and Art Program: In accordance with the Final Terrabay Specific Plan, City and Owner have committed to implement an Art Program for the Project, in addition to interior lobby art. The Parties will cooperate to ensure the Identity and Art Program is consistent with the Final Terrabay Specific Plan and provides an aesthetic enhancement to the architectural design of the Project. Specific drawings and details of the art will be provided at the time of Precise Plan review for the Commercial Component; however, the Parties agree that the Art Program will contain, at a minimum, the following: A monument sign to mark the main entry to the office complex that will feature a graphic design that enhances the identity of the development; 2. Planting and landscaping of the median at the main entry of the office complex; An artistic sculpture or similar structure at or near the point of San Bruno Mountain that will be visible fi:om Sister Cities and Bayshore Boulevard. G. Transportation Demand Management Program ("TDM Program"): Owner shall implement, monitor and enforce the TDM Program identified in the Final Terrabay Specific Plan. The TDM Program requires, at a minimum, the following: Daily PM peak two-way trip generation f~om the Commercial Component shall not exceed 565 trips; and, Owner shall pay the City $15,000 per year, adjusted for inflation, commencing in the year in which the first tenant of the Commercial Component takes occupancy, to reimburse the City's costs in monitoring the effectiveness of the TDM Program, which sum shall be payable within thirty (30) days after the commencement thereof and each anniversary thereafter; and, Restated and Amended Development Agreement Terrabay Rernaiuing Parcels of Phase II and Phase 1II Exhibit H - Final as of Nov. 29, 2000 Rev. 1.3.2 - 7 9 - Page 5 of 7 CENTRAL RECORDS NO. ? 3. Monitoring shall occur annually throughout the life of the Project; and, If the results of the annual monitoring report, indicate that the required trip reduction has not been met, the Owner shall be issued a warning by the City for the first year of non-compliance. Monitoring of the program's effectiveness shall occur the subsequent year and each year thereafter. If the required trip reduction remains unmet, the Owner shall be freed $15,000 for each percentage point that the trips have not been reduced. The TDM Program shall be revised again and monitored again the following year. In the event results continue to fall short of the TDM Program objectives, the same fine shall apply. Owner shall be entitled to evaluate any and all of the reports of the effectiveness of the TDM program, and, in addition to any other available remedies, shall have the right to raise any objections to the findings in such reports to the City Council prior to the imposition of any fine; and, Owner shall be liable for all costs incurred by the City in collecting the fines assessed and found to be owed. Said costs shall include the costs of litigation and all reasonable attorneys fees associated with collection of the fine. H. Restoration of Land: Owner shall fund and implement a land restoration program for the Recreation Parcel (formerly Commons West Parcel) and the Preservation Parcel. The land restoration program requires the following: Subject to compliance with the terms of the Settlement Agreement executed by the City, San Bruno Mountain Watch, The Center for Biological Diversity, and Myers Development Company, the program shall be modeled after the restoration efforts conducted in Juncus Ravine and shall include the removal of invasive exotic plant materials (such as fennel, ivy, pampas grass); and, The program shall be considered complete when the plant material is eliminated from the parcels; and, The program shall be reviewed and approved by the City and the San Bnmo Mountain Plan Administrator. Recreation Facilities: Owner intends to secure an organization to operate a recreational facility on that parcel formerly known as "Commons West." In the event Owner is unable to secure an organization acceptable to the City to operate said facility, Owner shall dedicate the Commons property to the City or, at the sole discretion of the City, to the San Mateo County Department of Parks and Recreation for inclusion in the San Bruno Mountain park. Owner shall have two years from the date City Council approves the Final Terrabay Specific Plan to secure said organization or effect the dedication. Other Terms and Conditions: The Parties shall negotiate in good faith to identify and memorialize, by separate agreement(s), specific implementation details of the above referenced obligations. Said agreements shall be submitted during Precise Plan review and Restated and Amended Development Agreement Terrabay Remaining Parcels of Phase II and Phase 1~I Exhibit H- Final as of Nov. 29, 2000 Rev. 1.3.2 - 8 0 - Page 6 of 7 CENTRAL RECORDS NO. 0"'¢ 2'9 subject to the terms and conditions contained therein. Said details shall be consistent with the obligations identified above. City agrees to cooperate with Owner to review and process all submittals ~om Owner relating to the Project contemplated in the Final Terrabay Specific Plan by timely reviewing and processing such submittals in accordance with all applicable laws and regulations goveming the City's processing of such submittals. J:\WPDkMnrsw\405\035kAGREEkPHASE3\I _tbay_exhibitH_Nov29_final.doc Restated and Amended Development Agreement Terrabay Remaining Parcels of Phase H and Phase III Exhibit H - Final as of Nov. 29, 2000 Rev. 1.3.2 - 8 1 - Page 7 of 7 CENTRAL RECORDS FlEE NO. · ~'-~::~ ,~P Exhibit "I" Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase III: Improvement Responsibilities (To Be Determined and Approved at Precise Plan review) -82- CENTRAL RECORDS FILE N O....~_~~ Exhibit "J" Restated and Amended Development Agreement For Remaining Parcels of Phase II and Phase III: YMCA Letter 40510351agrecltitles -83- 0510112002 09: 44;I RG ;}age: 82 of 84 CENTRAL RECORDS FILE NO. ,~"~:::~ ~' ~,N-il-'2i ~,~.7 2:'24 PM M}I.RSW , :,.~t~2'/2000 15:28 r~1@2951 · 11/0~/9G lB:Il PAl MYERS DEVELOPMENT COMPANY C~obGz 2~, 2000 Ms. Li~ ChriSm ~ pZ2,m,~$ngL~ YMCA Bnm~ of thc YMCA of San 1 $77 Soulh C.n~''t Street San Iq~e~ Cdifomia 94402 l~e: YMCA ,,~d~cl The T~-rab.y I~ev~opment faclt~ty. the YMCA's internal improvernenls. Oc~obcr 24, 2000 C foIIo,6~ te~l~c~ q~.o~ by'me City'Of aha ~e PenL~u]a YM A~. . ;_ n ~o the development ~ - ., ' iota m oo~o - cd ~ ~ ~ z~ of ~e ~ Sp~fic Plm for F~~~ ~ __ - ~ of~ ~~- me e-~, ~, -~ .... . ' ...... ~--~ *~- fee ~ Sincerely, u~ / ~o 1 / 2002 09: ~.4ji JIG Page: 84 of 84 CENTRAL RECORb ~ cn F NO.~' ATTACHMENT B -86- ~ .... DOC ~ 2001--0684~ RECCRDING REC, UEST ~.y: ~~ ~ · /~eet e[.esp n~ Fee:NC ~ ' ~ "' ~ * Page t of ~ . '~'~ ~' ~~/~ ,::. Recorded c~ ~~~ ~~ ~ OFFICE O~ ~ ~~' ~'~. .' J CtTY.CL~ ~.l'I~j P..\GE ..\DOED t'¢] [:ROvrDE: .'\DEOU..\TE .SP,x,'~- r:.oR' RE:C(]RDING INFORN[:\ ~!TRAL RECORDS FIRST AMENDMENT TO THE RESTATED AND AMENDED DEVELOPM'ENT AGREEMENT FOR REMAINING PARCELS OF PHASE II AND PHASE III OF TI-IF. TERRABAY DEVELOPMENT This FIRST AME~~ TO THE RESTATED AND AMENDED DEVELOPMY_NT AGREEMENT is dated March 16 , 2001 ("Amended Agreement"), between Myers Peninsula Company, L.L.C. ("Owner") and the City of South San Francisco, a Municipal corporation ("City") (together "Parties"), organized and existing under the laws of the State of California. RECITALS mo 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; .and, Bo Co Do E Fo WI--IEREAS, 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, amendment and execution of. development agreements; and, WHEREAS, on December 13, 2000, the City adopted a Restated and Amended Development Agreement for the Remaining Parcels of Phase 11 and Phase 111 of the Terrabay Development; and, WHEREAS, City and Owner, to implement the Amended Final Terrabay Specific Plan, desire to amend the Restated Agreement to reflect changes in the Final Terrabay Specific Plan and to undertake such further consistent and appropriate efforts as are necessary to develop the property in accordance with the Final Terrabay Specific Plan; and, WHEREAS, Terrabay, a California general partnership ("Terrabay") has caused to be prepared, and the City has accepted and approved by City Council Resolution No. I q ?- '2 00 0 on November 21, 2000, a specific plan for the Property, which is entitled "Final Terrabay Specific Plan for the Remaining Parcels of the Terrabay Development," dated October 19, 2000 ("Final Terrabay Specific Plan"); and, WHEREAS, Owner has proposed certain modifications to the development plans for the Property in the "Final Terrabay Specific Plan for the Terrabay Development" dated October 19, 2000 ("Final Terrabay Specific Plan"), and the City has reviewed and approved said modifications to the Final Terrabay Specific Plan concurrently with this Amended Agreement; and, G° WHEREAS, on September 25, 1996, the City Council approved the first "Amendment to Development greement, amending the provisions of the Original Agreement relating to the construction of the Recreation Center and replacing the obligation to construct a child care center with the payment of an in-lieu fee; and, First Amendment to the Restated Agreement Remaining Parcels of Phase II and Phase III Terrabay February 20, 2001 -88- Page 1 of 8 CENTRAL RECORDS FILE NO. WHEREAS, on January 8, 1997, the City Council approved a "Second Amendment to Development Agreement" extending the term of the Original Agreement to February 14, 2007; and, WI-tER~AS, the City Council adopted an "Amended and Restated Development Agreement" for Phase Il-Woods on December 15, 1999; and, WHERAS, the City Council adopted an "Amended and Restated Development Agreement for the Remaining Parcels of Phase II and Phase 111 of the Terrabay Development" on December 13, 2000; and, WHEREAS, together the Original Agreement, the Amendment to the Development Agreement, the Second Amendment to the Development Agreement, the Amended and Restated Development Agreement for Phase II Woods and the Restated and Amended Development Agreement for the Remaining Parcels of Phase 11 and Phase 111 of the Terrabay Development constitute the "Agreement;" and, WI-I~REAS, the Parties desire to enter into this Amendment to the Restated Agreement to implement the changes made to the Final Terrabay Specific Plan; and, WHEREAS, all terms, conditions, requirements, exhibits, and vested rights of the Parties under the Restated and Amended Agreement with regard to the Property which are not in conflict with and are not inconsistent with the terms of this Amendment shall remain in full force and effect; and, WHEREAS, this Amendment serves to reflect changes made in the permit approval process, as delineated in the Amended Final Terrabay Specific Plan, a text change to the conditions for permit approval and a change in the type of residential units to be provided on the Property. This Amendment does not modify any other terms, conditions or approvals granted in the Restated and Amended Development Agreement for the Remaining Parcels or change the intensity of the land use; and, Oo WHEREAS, as required in the 1998-99 Supplemental Environmental Impact Report, development of the Property shall be in accordance with the Mitigation Monitoring and Reporting Program for the Final Terrabay Specific Plan which was approved by the City Council on November 21, 2000; and, WHEREAS, all proceedings necessary for the valid adoption and execution hereof have taken place in accordance with Government Code Sections 65864 through 65869.5 and with Chapter 19.60 of the South San Francisco Municipal Code; and, WI~REAS, the City Council has found that this First Amendment is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on April 21, 1969 and as amended from time to time; and, R. WHEREAS, the City Council has found that this First Amendment to the Restated ~ Agreement is consistent with the Amended Final Terrabay Specific Plan; and, Page 2 of 8 ~_~ ° ~F~st Amendment to the Restated Agreement Remaining Parcels of Phase II and Phase 1II Terrabay - 8 9 - February 20, 2001 WHEREAS, on February_ 14 , 2001, the City Council adopted Ordinance No. 1284-2001 approving and adopting this First Amendment to the Restated and Amended Agreement with Owner and the Ordinance thereafter took effect on March 16 ,2001. 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 to amend the Restated and Amended Development Agreement for the Remaining Parcels of the Terrabay Development as follows: 1. 70 Unit Residential Project: In the Restated and Amended Agreement, Owner proposed development of 70 attached single-family residential units. The Final Terrabay Specific Plan has been amended to allow for development of 70 attached or detached residential units. Accordingly, the Restated and Amended Development Agreement is hereby amended, in all relevant sections, to allow development of 70 attached units, 70 detached units or a combination thereof. 2. Permit Approval Process All changes to the text of Exhibit D are identified in italics. The permit approval process has been amended to include a review process for rough grading and to modify the approval process for final grading. Additionally, Section (B)(5) now includes subsection (g). Therefore, in accordance with the Final Terrabay Specific Plan, as amended, Exhibit D, section A (3) of the Restated and Amended Agreement shall read as follows: Section A (3): "The Set Aside Letter identified herein shall be provided prior to Owner receiving a rough grading permit for any phase of the Project or on or before August 1, 2001, whichever occurs first. If Owner does not request a rough grading permit for any Phase of the Project prior to August 1, 2001, Owner shall not be required to provide the Set Aside Letter. However, Owner shall be required to pay interest in an amount equal to the rate of return on the S an Mateo County Transportation Authority' s investments to compensate the City for the interest incurred as a result of drawing down five million dollars ($5,000,000) of its loan from the San Mateo County Transportation Authority. Owner shall pay interest as required above until such time as Owner requests a rough grading permit for any phase of the Project. Upon delivery of the Set Aside Letter, Owner shall be relieved of its obligation to pay any interest as aforesaid accruing after the delivery date of the Set Aside Letter." Section B: Procedure for Phasing of Development Approvals: The following permit approval process shall commence immediately and shall be in effect until December 31, 2004. On January 1, 2005, the permit approval process contained in Exhibit D Section B(1) through B(5)(a-f) of the original Restated and Amended Development Agreement for the Remaining Parcels of Phase II and Phase III shall govern the permit review and approvaI procedure and the procedure listed below is repealed and shall be of no further force or effect. First Amendment to the Restated Agreement Page 3 of 8 lx~._.~,~emaining Parcels of Phase II and Phase 1II Terrabay - 9 0 - mm mmmm mm mm mm mm mm mmmm mm mm emro mere mere "1. Phase I: Issuance of Grading Permits. Rough Grading Permits Rough grading permits may be issued by [he City for any or all phases of development only after: (a) A Vesting Tentative Map for the Property has been approved by the City; and, (b) A grading plan and technical information related thereto has been submitted to the City for each phase of development and said plan has been approved by the City Engineer; and, (c) Geotechnical drawings and information related thereto have been submitted to the City for each phase of development and said plans have been approved by the City Engineer; and, (d) A Precise Plan for Phase I has been approved by the City; and, (e) Owner provides the Set Aside letter identified in Section (A); and, (f) Owner provides a performance and completion bond in a form approved by the City Attorney and in an amount that sufficiently guarantees full performance of the planned grading. Final Grading Permits Final grading permits may be issued by the City for any portion of the Property in Phase I only after: (a) A final subdivision map for Phase I has been approved by the City Council and recorded with the County Clerk. Co) Owner provides the Set Aside letter identified in Section (A); and, (c) A Subdivision Improvement Agreement and bonds related to the installation of public improvements for Phase I have been executed. 2. Phase I: Issuance of Building Permits: Building permits may be issued by the City for any structures in Phase I, including model homes, only after: (a) Grading permits for Phase I have been approved by the City Engineer; and, (b) A Precise Plan for Phase I has been approved by the City Council; and, (c) A final subdivision map for the Phase I has been approved by City Council and recorded with the County Clerk; and, RkeSmt Amendment to the Restated Agreement aining Parcels of Phase II and Phase lII Terrabay February 20, 2001 -91- Page 4 of 8 m mm mm mm mm mm mm mm (d) All applicable provisions of the Habitat Conservation Plan for the Remaining Parcels of Phase 11 and Phase 121I, including the dedication of open space to San Mateo County to the extent dedication is required under the Habitat Conservation Plan, have been complied with to the satisfaction of the Chief Planner; and, (e) Improvement contracts together with bonds satisfactory to the City Engineer for their completion have been executed for construction of the public improvements identified in the Final Terrabay Specific Plan and as identified during Precise Plan review; and, (f) City has received the required Set Aside Letter for items identified in Section (A); and, (g) Owner has conveyed to the City the land identified in the Myers Property Agreement ("Property Agreement") free and clear of all sign easements and sign structures. In the event Owner is unable to perform its obligations under the Property Agreement, Owner shall undertake all steps necessary in order to convey to the City fee title to the property identified in Section 1.1 of the Myers Property Agreement, free of the sign easements and structures that currently encumber the property. Owner agrees that such steps may include paying the City's costs to acquire the property through condemnation. In the event condemnation is required, Owner shall pay all costs of acquiring the property and extinguishing the sign easements associated therewith. Costs of condemnation shall include, but are not limited to, property and sign acquisition, expert witness fees, appraisal fees and attorneys fees and costs. o Phase I: Issuance of Certificates of Occupancy. Certificates of Occupancy may be issued by the City for any structures on Phase I excluding the non-residential use of model homes, only after: (a) Supporting utility systems, roadway systems, parking and landscaping have been installed for those buildings for which occupancy permits have been requested, to the satisfaction of the City Engineer, Chief Planner and Director of Recreation and Community Services; and, (b) Landscaped and irrigated fire breaks have been installed for Phase I to the satisfaction of the Fire Chief and Director of Recreation and Community Services along the perimeter of the dwelling units and other buildings for which occupancy permits are being requested; and, (c) Drainage catchment basins and improvements related thereto have been installed for Phase I to the satisfaction of both the City Engineer and the County of San Mateo Director of Public Works along the perimeter of the dwelling units and other buildings for which occupancy permits are being requested; and, (d) Owner has contracted for the acquisition of a site or sites suitable for construction of the BMR Units; and, (e) Construction has begun on the trail head and trail east of the Terrabay Park phase from Terrabay Drive to the satisfaction of the Director of Recreation and Community First Amendment to the Restated Agreement Page 5 of 8 Remaining Parcels of Phase II and Phase HI Terrabay - 9 2 - February 20, 2001 mm mm mm mm mm mm Services upon receiving all necessary City and County approvals, which approvals shall be diligently pursued by Owner; provided, however, this obligation shall not prevent Owner from receiving a Certificate of Occupancy in the event the County refuses to grant approvals required to construct the trail in the location presently identified. 4. Phase H: Issuance of Grading Permits. Rough Grading Permits Rough grading permits may be issued by the City for any or all phases of development only after: (a) A Vesting Tentative Map for the Property has been approved by the City; and, (b) A grading plan and technical information related thereto has been submitted to the City for each phase of development and said plan has been approved by the City Engineer; and, (c) Geotechnical drawings and information related thereto have been submitted to the City for each phase of development and said plans have been approved by the City Engineer; and, (d) A Precise Plan for Phase Il has been approved by the City; and, (e) Owner provides the Set Aside letter identified in Section (A); and, (f) Owner provides a performance and completion bond in a form approved by the City Attorney and in an amount that sufficiently guarantees full performance of the planned grading. Final Grading Permits Final grading permits may be issued by the City for any portion of the Property in Phase II only after: (a) A Precise Plan for Phase 11 has been approved by the City; and, (b) Owner provides the Set Aside letter identified in Section (A); and, (c) A Subdivision Improvement Agreement and bonds related to the installation of public improvements for Phase Il have been executed; and, (d) A final subdivision map for Phase 1I has been approved by the City Council and recorded with the County Clerk. 5. Phase II: Issuance of Building Permits: Building permits may be issued by the City for any structures in Phase Il, including model homes, only after: irst Amendment to the Restated Agreement emaining Parcels of Phase H and Phase III Terrabay February 20, 2001 -93- Page 6 of 8 m mm mm mm mm mm mm mm mm mm mm (a) Grading permits for Phase II have been approved by the City Engineer; and, (b) A Precise Plan for Phase lI has been approved by the City Council; and, (c) A final subdivision map for the Phase II has been approved by City Council and recorded with the County Clerk; and, (d) All applicable provisions of the Habitat Conservation Plan for the Remaining Parcels of Phase II and Phase llI, including the dedication of open space to San Mateo County to the extent dedication is required under the Habitat Conservation Plan, have been complied with to the satisfaction of the Chief Planner; and, (e) Improvement contracts together with bonds satisfactory to the City Engineer for their completion have been executed for construction of the public improvements identified in the Final Terrabay Specific Plan and as identified during Precise Plan review; and, (f) City has received the required Set Aside Letter for items identified in Section (A); and, (g) Owner has conveyed to the City the land identified in the Myers Property Agreement ( "Property Agreement")free and clear of all sign easements and sign structures. In the event Owner is unable to perform its obligations under the Property Agreement, Owner shall undertake all steps necessary in order to convey to the City fee title to the property identified in Section 1.1 of the Myers Property Agreement, free of the sign easements and structures that currently encumber the property. Owner agrees that such steps may include paying the City's costs to acquire the property through condemnation. In the event condemnation is required, Owner shall pay all costs of acquiring the property and extinguishing the sign easements associated therewith. Costs of condemnation shall include, but are not limited to, property and sign acquisition, expert witness fees, appraisal fees and attorneys fees and costs." 3. All other terms and conditions in the Restated and Amended Agreement, and its related exhibits, remain in full force and effect to the extent they are not in conflict with the aforementioned revised language. First Amendment to the Restated Agreement Remaining Parcels of Phase II and Phase lII Terrabay February 20, 2001 -94- Page 7 of 8 IN WITNESS W-H~REOF, this First Amendment to the Restated and Amended Agreement has been executed by the parties on the day and year first above written. ATTEST: Cit~ ~lerk' CITY OF SOUTH SAN FRANCISCO BYMicha~el~anager MYERS PENINSULA COMPANY, L.L.C. BY: MYERS TERRABAY PARTNERS Sa~ Myers, mrehdia'° APPROVED AS TO FORM ATTEST: By: S:\Terrabay. DA Amend_Feb20.doc First Amendment to the Restated Agreement Remaining Parcels of Phase II and Phase 11I Terrabay February 20, 2001 -95- Page 8 of 8 State of California County of ~'~/~ On ~_~ ;~;L~-5'JO I before me, (DATE} personally appeared ~~ (NAME/TITLE OF OFFICER-i.e.'JANE DOE. NOTARY PUBLIC') (NAME(S) OF SIGNERIS)) 'l~ personally known to me -OR- [] [roved to me on the as!s of satisfactory evic~ence to be the person(s) whose name(s) ~s/are subscribed to the within instrument and acknow!edged to me.th, at he/she/t.~ey execute(~ the same ~n his/her/their authqrized capacity(les), and that by his/her/their signature(s) on the instrumentthe person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (SEAL} (SIGNATURE OF NOTARY) ATTENTION NOTARY The information requested below and in the column to the right is OPTIONAL. Recording of this document is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any unauthorized document. THIS CERTIFICA'rE MUST BE A'FI'ACHED TO THE DOCUMENT DESCRIBED AT RIGHT: ~'Kle or Type of Document Number of Pages __ Date of Document Signer(s) Other Than Named Above RIGHT THUMBPRINT (Optional) CAPACITY CLAIMED BY SIGNERIS) r-IINDIVIDUAL(S) OCORPORATE OFFICER(S) (TITLr~) I-IPARTNER(S) O LIMITED ~GENERAL F'iATTORNEY IN FACT [3TRUSTEE(SI I-IGUARDIAN/CONSERVATOR I-IOTHER: SIGNER IS REPRESENTING: (Name of Person(a) or Entity(les) RIGHT THUMBPRINT (Optional} CAPACITY CLAIMED BY SIGNER(S) DINDIVIDUAL(S) I-I CORPORATE OFFICER(S) (TITLES) ~PARTNER(S) i--ILIMITED DGENERAL ~ATI'ORNEY IN FACT [~TRUSTEE(S} I-IGUARDIAN/CON SERVATOR r-IOTHER: SIGNER IS REPRESENTING: (Name of Person(s) or Entity(les) WOLCOTTS FORM 63237 Rev. 3-94 Iprlce ciasa 8-2A] --1994 WOLCOTTS FORMS, INC. ALL PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA VVITH SIGNER CAPACITY/REPRESENTATION~T~NO FINGERPRINTS -96- 05/14/2001 01:~6P RG Page: 1~ of 11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ~ ss. County of ~%~::)_ . /3 ~, o,..-JJ-'e. (} On ,L_/ /(o personally appeared Name and~T',le of Officer (~.g., 'J~ne ~oe,' Notary Public.~ N~me(s) ~ Signer(s) ersonally known to me ~ proved to me on the basis of satisfacto~ evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Place Notary Seal Above - ~'"'//,~ - ' -Signature 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: .14_A/,~J~ ~///~3'5'E~f-~'~ /'~/~)'Y' ~"~0', , ' / Document Date: _~] I~ J 0 ~ Number of Pages: I / Signer(s) Other Than Named Above: .~_r ~' f)~.~//.~ Capacity(les) Claimed by Signer Signer's Name: [] Individual [] Corporate Officer-- Title(s): [] Partner--[] Limited [] General [] Attorney in Fact [] Trustee [] Guardian or Conse. Eya~or E~"Other: Signer Is Representing: Top of thumb here © 1997 National Notary Association * 9350 De Soto Ave., RO. Box 2402, Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder:. Call Toll-Free 1-800-876-6827 I IIIIIIIIIIIIIIJlJllllllJlllllllllJlllllJllllll lill l - 200 ~-,--068491 05114/2001 01:06P Page: 11 of 11 ATTACHMENT C -95- AGREEMENT FOR ROUGH GRADING This Agreement is entered into by and between The City of South San Francisco, a municipal corporation ("City") and Myers Peninsula Company, LLC, a Delaware limited liability company ("Owner"). RECITALS A. Owner is the owner of that certain real property commonly referred to as the Final Terrabay Project located in the City of South San Francisco, County of San Mateo, State of California, as more particularly described in Exhibit A, attached hereto and incorporated herein, which is subject to a Vesting Tentative Map approved by the City. The Final Terrabay Project contains entitlements on certain real property providing for the development of seventy (70) lots upon which thirty-five (35) paired housing units can be constructed for a total of seventy (70) dwelling units identified on the Tentative Vesting Map as Lots B, C, D and E ("Residential Property"), on other real property for the development of one hundred twelve (112) condominium units identified on the Vesting Tentative Map as Lot A ("Condominium Parcel"), and on other separate real property for the development of an office building identified on the Vesting Tentative Map as Lot F ("Commercial Parcel") B. Owner desires to obtain a rough grading permit with respect to the Residential Property, and defer development of the Condominium Parcel and Commercial Parcel, and City desires to issue said rough grading permit in accordance with the terms, provisions, and agreements hereinafter set forth. AGREEMENTS NOW, TI--IEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties agree as follows: 1. City will issue the rough grading permit and thereafter final grading and construction permits for the Residential Property, without requiring the commencement of development on the Condominium and Commercial Parcels or a contract for acquisition or the acquisition of the BMR site(s), subject to the conditions, provisions, and terms in this Agreement, and the conditions of approval for the Residential Property. 2. Owner, pursuant to the Restated and Amended Development Agreement dated January 11, 2001 between the parties as subsequently amended ("Restated Agreement"), is to provide Five Million Dollars ($5,000,000) for Traffic Improvements as set forth therein. Prior to receiving the rough grading permit for the Residential Property, Owner shall provide a Set Aside Letter to the City for One Million One Hundred Thousand Dollars ($1,100,000) toward the Traffic Improvement obligation. -99- CENTRAL R ECO~[;~,,,~o.2 FILE NO.~L.~~¢ 3. Owner shall pay the remaining Three Million Nine Hundred Thousand Dollars ($3,900,000) by providing a Set Aside Letter for $1.1 million at the time of and as a condition of the issuance of the rough grading permit for the Condominium Parcel and a Set Aside Letter for $2.8 million at the time of and as a condition of the issuance of the rough grading permit for the Commercial Parcel. In addition, Owner shall pay interest on the outstanding principal balance as it exists from time to time from August 1, 2001, at an interest rate equal to the rate of return on the San Mateo County Transportation Authority's investments, to the extent of and to compensate the City for its interest incurred as a result of the City's drawing down such balance from the San Mateo County Transportation Authority. The $3.9 million principal balance remaining after providing the $1.1 million Set Aside Letter with respect to the Residential Property, together with the interest obligation, shall be secured by a Deed of Trust in favor of the City ("City's Deed of Trust") on the Final Terrabay Project. Said City's Deed of Trust shall be recorded within five (5) days of recordation of the deed of trust and other security instruments securing the loan primarily for the site work on the Residential Property (collectively "Loan Deed of Trust"). The Loan Deed of Trust shall not exceed fifteen million one hundred thousand dollars ($15,100,000) and is payable interest only and subject to a term of 12 months with two (2) six (6) month options which may be exercised by Owner. Upon approval of the Final Map for the Final Terrabay Project, the lien of the City' s Deed of Trust will be released with respect to the Residential Property, the Preservation Parcel identified as Lot H on the Vesting Tentative Map, and all other parcels other than the Condominium Parcel and the Commercial Parcel and the City's Deed of Trust shall be primary to any other security interests on the Condominium and Commercial parcels, except for the Loan Deed of Trust as referenced in this Agreement. The City' s Deed of Trust shall be secured in the following manner: A. The City's Deed of Trust shall become primary upon Owner' s payment of the Loan Deed of Trust referenced in this Agreement. B. In the event the Loan Deed of Trust has not been paid off by October 15, 2002, Owner shall pay to City one million ($1,000,000) of the proceeds from the sale of the Preservation Parcel to any purchaser of the parcel. Such proceeds when and if received, shall be retained in escrow by the title company in an interest bearing account and the proceeds plus interest accrued thereon released to City on October 16, 2002. In the event the Loan Deed of Trust is paid in full by October 15, 2002, all proceeds from the sale of the Preservation Parcel, plus any interest accrued, shall be paid to Owner. Any monies received by City from the proceeds of said sale shall be credited against Owner' s obligations for Traffic Improvements next due. C. City' s Deed of Trust is due and payable on December 31, 2004. In the event Owner has failed to provide all the Set Aside Letters or amounts due as provided in this Agreement, City is entitled to foreclose on its interest in the property and sell the property. At such time, Owner shall be entitled to pay any remaining amounts due the City for the obligations subject to this Agreement in lieu of City selling the property. However, if Owner fails to pay the full amount due the City within 30 days of City giving CEN ~ RAL RECORDS -IO0- FILE NO.~ Owner notice of its intent to foreclose, City shall be entitled to proceed with the sale of the property and Owner hereby waives any and all objections to City's foreclosure. The lien of the City's Deed of Trust shall be released from the Residential Parcel, Condominium Parcel, and the Commercial Parcel at such time as the City is provided the Set Aside Letter applicable to such parcel, plus all accrued interest due at such time. The City's Deed of Trust will contain the release provisions. 4. The reshaping/restoration of the "Point" shall be commenced and completed concurrently with the grading of the Residential Property in accordance with the provisions of any grading permit issued for the Residential Property. 5. Owner shall dedicate the Recreational Parcel, identified as Lot I on the Vesting Tentative Map, to the City promptly after recordation of the Final Map for the Final Terrabay Project. 6. Subject to the conditions set forth below, Owner shall rough grade a pad for the recreation center facilities on the Recreational Parcel and rough grade a road to such facilities at a maximum cost to Owner of Three Hundred Thousand Dollars ($300,000). Such grading will be performed at such time as the City determines an organization is prepared to construct facilities and provides sufficient architectural plans to allow Owner to complete rough grading plans for the Recreational Parcel ("Recreational Facility Readiness") and Owner has obtained or is obtaining a grading permit or is performing the grading of the Condominium Parcel or the Commercial Parcel; provided, however, that the aforementioned rough grading obligation with respect to the Recreational Parcel shall not prevent or delay the issuance of a grading permit or grading of either the Condominium Parcel or the Commercial Parcel in the event they proceed prior to the time there is Recreational Facility Readiness. In the event that the grading of both the Condominium Parcel and Commercial Parcel have occurred prior to Recreational Facility Readiness the rough grading thereof will commence promptly after Recreational Facility Readiness and shall be diligently pursued through completion. Unless otherwise agreed to between Owner and City, if by February 1, 2007, there is no Recreational Facility Readiness, Owner shall be relieved of the obligation to grade the Recreational Parcel as provided in this Agreement. 7. This Agreement will be binding upon and inure to the heirs, successors, and assigns of Owner. IN WITNESS WHEREOF, the parties have executed this Agreement t~ay of August, 2001. ATTEST: City Clerk / CITY OF SOUTH SAN FRANCISCO Michael A. Wilson, City Manager -101- CE~; .....~L ~ECORDS s84920. 23 MYERS PENINSULA CO/V[PANY, L.L.C., By: Myers Terrabay C~o~mpa.ny~ .I, LLC, D~laware limitea iiaDl-i~y c~ ~,~ag~g Member Jack\l)~lyers, ~ '~ ' Its gole and Managing Member APPROVED AS TO FORM Delaware limited .liability company a ATTEST: C~sel for Myers Company C:XDOCUME-lXKJOHNSOFALOCALS-l\TEMP~GREE_ROUGH_GRADE_AUG22-FINALDOC -102- CENTRAL RECORDS FILE NO.__;fl""d ~ ? 884920. 24 EX]tIBIT A Parcel I: Lot 393 of that certain map entitled, "TERRABAY BEING A RESUBDIVISION OF PARCELS 1 & 2 RECORDED IN VOLUME 53 OF PARCEL 'MAPS AT PAGES 82 THROUGH 85, RECORDS OF SAN MATED COUNTY, CITY OF SO. SAN FRANCISCO, COUNTY OF SAN MATED, CALIFORNIA", which map was filed in the office of the Recorder of the County of San MateD, State of California on July 2, 1990 in Book 121 of Maps at Pages 65 thru 79. A.P. No.: 007-641-040 JPN 121 065 000 3 Parcel II: Lot 394 of that certain map entitled, "TERRABAY BEING A RESUBDIVISION OF PARCELS 1 & 2 RECORDED IN VOLUME 53 OF PARCEL MAPS AT PAGES 82 TI-I~OUGH 85, RECORDS OF SAN MATED COUNTY, CITY OF SO. SAN FRANCISCO, COUNTY OF SAN MATED, CALIFORNIA", which map was filed in the office of the Recorder of the County of San MateD, State of California on July 2, 1990 in Book 121 of Maps at Pages 65 thru 79. EXCEPTING THEREFROM that portion as described in that certain Final Judgment-Action in Eminent Domain, Case No. 379598, City of South San Francisco, a municipal corporation, Plaintiff vs. Terrabay, a California general partnership, et al, Defendants, recorded March 1, 1996 as Document No. 96024182, Official Records of San MateD County, California. A.P. No.: 007-650-060 JPN 121 065 000 3 -103- CENTRAL RECORDS F~LE txt O....--,,~.~--,'~-]--89't8°4'1 City Council Staff Report DATE: March 12, 2003 TO: Honorable Mayor and City Council FROM: Assistant City Manager SUBJECT: Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program RECOMMENDATION: It is recommended that City Council: (1) hear public testimony on the City's Housing, Economic and Community Development needs for the Five Year (2003-2008) Consolidated Plan and the City's One Year (2003-04) Action Plan; (2) review proposed activities requesting CDBG funding; and (3) provide direction to staff regarding funding priorities for the 2003-2004 program year. BACKGROUND/DISCUSSION: The purpose of this Public Hearing is to: (1) obtain citizens' views on housing, economic and community development needs for the City's Five Year (2003-08) Consolidated Plan and the One Year (2003-04) Action Plan; (2) to review activities that are under consideration for funding and past program performance; and (3) to give City Council an opportunity to provide direction to staff regarding Community Development Block Grant (CDBG) Program funding priorities for fiscal year 2003-2004. Organizations seeking CDBG funds can make a brief presentation to Council regarding their projects and City Council has this opportunity to ask questions regarding the proposed activities. Federal legislation requires citizen participation in all phases of the development of a locality's CDBG Five Year Consolidated Plan, One Year Action Plan and Block Grant Program overall. Accordingly, two public hearings have been scheduled, the first to obtain citizens' views of community needs and the second to adopt the City's Five Year Consolidated Plan and One Year Action Plan and to make final allocations for CDBG funding. This first public hearing was announced in the San Mateo Times on February 26, 2003. CDBG applications were distributed to the City's standard mailing list and to all community organizations that expressed an interest. Additionally, an invitation to submit proposals was published in the San Mateo Times on January 25, 2003, pursuant the City's adopted Citizen Participation Plan. To: Subject: Honorable Mayor and City Council Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program March 12, 2003 Page 2 In addition, staffhas held meetings in the community and developed surveys to solicit input bom service agencies and the community at large regarding the highest priority needs of the residents of our community. CONSOLIDATED PLANNING PROCESS: The U.S. Department of Housing and Urban Development requires local jurisdictions to prepare a Five Year Consolidated Housing, Economic and Community Development Plan, and a One Year Action Plan, in order to receive federal funds through the Community Development Block Grant, HOME Investment Partnership, Emergency Shelter Grant, and Housing Opportunities for Persons with AIDS Programs. The City of South San Francisco is a participating jurisdiction in the San Mateo County HOME Consortium and as such submits its federal application as part of that Consortium. However, the City prepares its own Consolidated Plan and One Year Action Plans. The Consolidated Plan is prepared only once for a period of five years, in this case for fiscal year 2003 - 2008, which outlines general funding guidelines based on current trends and conditions and identified community needs determined by the City to be a priority. Each year of the five year plan, the City is also required to prepare a One Year Action Plan identifying specific goals and objectives for the year and identifying all projects which are allocated CDBG funding for that fiscal year. Federal Department of Housing and Community Development Programs have three basic goals: To assist extremely low, very low and low income persons by providing decent and affordable housing. To provide these persons with a suitable living environment; and To expand their economic opportunities. The City's Consolidated Plan furthers these goals by assessing housing and community development needs and resources and by describing priority actions, projects, and programs to be initiated and or completed during each fiscal year of the Consolidated Plan. In 1993, The County Consortium established housing and non-housing goals to guide Community Development Block Grant Program funding allocations and the City adopted those goals which over the years have served our residents well. The adopted goals have proven to be sufficiently broad as to provide room to accommodate any new activities which the City has sponsored with CDBG funding. It is proposed that the goals and priorities previously established To: Subject: Honorable Mayor and City Council Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program March 12, 2003 Page 3 remain in place for the term of the next Consolidated Plan dated 2003 - 2008. Further, these goals have been previously reviewed with the Redevelopment Agency's Implementation Plan and the City s Housing Element in mind to ensure consistency between the documents and between City sponsored housing and community development programs. They are as follows: Housine Priorities Three main priorities exist in the housing category, not in order of importance, which include the following goals and specific types of programs: Increase, maintain and improve the supply of affordable housing for low and moderate income individuals and families. This priority is met with the City's new housing development efforts, housing acquisition and rehabilitation programs for low income home owners, and first time home buyer opportunities currently being implemented. Provide service enriched shelter and transitional housing for homeless individuals and families. This priority is met with financial support provided by the City and Redevelopment Agency to existing shelters, and transitional housing programs, and with assistance provided for the development of new shelters and transitional housing opportunities. Provide service enriched housing opportunities for individuals and families with special needs including, but not limited to, seniors, people with physical and mental disabilities, victims of domestic violence, people with AIDS/HIV, and people under treatment for substance abuse. This priority is met With City sponsored social service programs, housing accessibility modifications, and special assistance to protected classes including battered women and children, youth and senior programs, and substance abuse treatment activities funded by the CDBG program. Recent surveys of the City's social service agencies have identified the need to increase the number of housing units that are affordable to working families as their number one priority. The agencies have specifically stated that new rental housing, home buyer opportunities, and housing for the homeless are the most significant unmet need in our community. In this regard, the City's housing priorities continue to be on track with community perceptions of the greatest need. To: Subject: Honorable Mayor and City Council Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program March 12, 2003 Page 4 Non-Housing Priorities Three main priorities exist in the non-homing category, not in order of importance, which include the following goals and specific types of programs: Provide core public service activities to improve the quality of life for low income individuals and families, including those at risk of becoming homeless and special needs groups. This priority is met with the myriad of social service programs funded on a yearly basis with CDBG program funds, including child care, emergency food, counseling programs, adult day care, and general social services. Sustain and increase the level of business and economic activity in areas that serve or have a high percentage of Iow income residents. This priority is met with the City's historic downtown fagade improvement program and the Agency's seismic retrofit loan program. Preserve and improve public facilities that serve a high percentage of low income residents. This priority is met with the City's funding of improvements to public facilities and through its accessibility modifications program which improves access to City buildings and parks and recreational facilities citywide. As indicated, staffrecommends that the existing priorities be kept in place for the term of the next Consolidated Plan as they have served City residents well in prior years and it is believed they will continue to provide the basis for future flmding in a comprehensive manner to meet the overall objectives of the Community Development Block Grant Program. This is City Council's opportunity to provide direction to staff regarding the existing priorities and any changes that may be proposed by Council or to clarify priorities and specific programs which may be implemented within Each. Attached as Exhibit "A" SSF Housing and Community Development Priorities - Funding Spent and Residents Served, this document provides the accomplishments for each program funded during fiscal year 2001-02 for each of the City's priorities. ECONOMIC AND SOCIAL TRENDS: HUD estimates that 47% of South San Francisco residents are low income or very low income. Unemployment in South San Francisco is up to 5.5% and San Mateo County's average unemployment has increased almost 3% between 2000 and 2002. To: Subject: Honorable Mayor and City Council Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program March 12, 2003 Page 5 This would not be such a problem if the cost of living had not increased dramatically in the last three years. Now, many people who were straggling to live in this high cost region when they were working are now unable to pay rent at all or even feed their families without assistance from community agencies. Forty-three percent (43%) of all renters and 30% of homeowners in South San Francisco pay more than one-third of their income for housing costs. The county estimates that a family needs to make $33.52/hour in total just to make ends meet, while only one-third of people in South San Francisco work in sectors likely to pay this wage. In order for people who work as janitors, in retail sales, and other similarly paying occupations to afford to buy a $400,000 home in San Mateo County, they would need to make almost 6 times their average salary. The downturn of the economy has hit low-income people in South San Francisco a double-blow. At the same time that many people are losing their jobs, having their hours cut, and unable to secure stable employment; the community agencies that create the safety net for people and families in hard economic times are facing staggering budget cuts of 30% or more. As the agencies that provide core public services are hit with budget cuts, their clients are also being hit with job losses and need services more than ever. Shelter Network reports that 40 to 60 families per night are turned away due to lack of capacity to house them, and the number of counted homeless people in the County has more than doubled since 1999. Neighborhood Services center is facing increasing droves of people seeking emergency shelter, food and rental assistance. The Food Bank has experienced a 33% increase in their demand for food this year because of the increase in unemployment causing more families to rely on the Food Bank as their primary source of food. Staff'held a meeting with our core social service agencies to solicit input regarding community needs and funding priorities. They emphatically stated that all the social services that the City currently funds are critical to the success of each of their programs. They stated that their services are so interrelated and that they all collaborate with each other and depend on each other to meet the needs of their clients. The homeless shelter counts on the child care providers so parents can go to work. They in turn count on the food bank and the legal advocacy programs for battered women and the substance abuse counseling programs help keep families together. Even South San Francisco residents living in affordable housing have had problems making their subsidized rent payments in the current economy. The nonprofit service agencies have asked staff and elected officials in each jurisdiction to keep the following realities in mind during the allocation process: To: Subject: Honorable Mayor and City Council Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program March 12, 2003 Page 6 The core service agenCies provide a safety net for our neediest residents by leveraging local, state, federal and philanthropic dollars. Reductions in funding to nonprofits necessitate corresponding adjustments in their scope of work. Fewer residents may be served and outcomes may be nan'owed. Reimbursement rates that adequately support rising costs are key to the health and success of nonprofit service agencies. Nonprofit staffmust be paid appropriate salaries and benefits to allow them to continue living in this county and thus insure consistent and high quality services. Further, the success ofnonprofits requires affordable administrative and program facilities and collaborative efforts between government and private organizations. SUMMARY OF PROPOSALS RECEIVED: The City has not yet been advised of its HUD Entitlement mount for fiscal year 2003-04. It is expected that the same 2002-03 Entitlement amount of $748,000 will be made available to the City which precludes the possibility of providing higher levels of funding to one agency without cutting back funds to another agency. Although staff is aware that all social service agencies have received large budget cuts from the State and County funding sources, they were requested to submit proposals in the same amount as their current allocations because not all agencies who received funding in the current year will be able to be funded again for next year; or not at the same level. The attached Exhibit "B" Funds Available, provides detail of all funds available for allocation for fiscal year 2003-04. A total of thirty-one (31) proposals for funding were received with nineteen (19) requesting social service funds. The total amount requested in the social service category is $242,762. This category has a federal spending limit of fifteen percent (15%) of the City's entitlement amount or a maximum of $112,200. In fiscal year 2002-03 a total of $133,500 was allocated to public service activities. Program income received during the current fiscal year may allow for a slightly higher public services total. However, spending in the public service category will need to be reduced by approximately $8,000 from last year's allocation. Several new public services have requested funds and all public services funded during the current fiscal year have requested continued funding with several requesting increased allocations. The three new requests for public services include: l) The Ombudsman Program which provides advocacy to seniors in convalescent homes; 2) PAl*CA Support Services Program for families of the disabled; and 3) Disabled Home Buyer Counseling Program sponsored by PARCA. To-' Subject: Honorable Mayor and City Council Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program March 12, 2003 Page 7 The combined category of housing, commercial and public facilities consists of the City sponsored Housing and Commercial Programs which administer housing development activities and commercial rehabilitation projects. Also included in this category are C.I.D.'s Housing Access program and a new activity, Rebuilding Together which provides rehabilitation services to low income households with a crew of volunteers. Finally, Families on Track has requested an additional allocation to assist with the installation of the new classroom portable they have been unable to secure in the current year due to lack of funds. The program Administration category also has a federal spending limit of fifteen (15%) percent of the entitlement amount or a maximum of $149,600. These funds are expended for overall program administration, staff, audits, supplies, and federally required public notices. There are several exhibits attached for City Council's review to clarify the City's established priorities and accomplishments; and to summarize the proposals which have been received for funding. Exhibit "C" Exhibit "D" Exhibit "E" Community Development Block Grant Program 2003-04 This spreadsheet lists each applicant by Project name and activity category and identifies funds that have been allocated during the last three years. Funding Request Summaries This exhibit contains the proposal summary page of each applicant with a brief description of the project, budget and CDBG request. CDBG Funding Proposals Beneficiary and Budget Data This spreadsheet provides agency and project budgets for each applicant and number of clients served. Finally, a CDBG Proposal Binder 2003-04 is now available in the City Council office with a complete copy of each proposal submitted for funding for Council members who may wish to review applications in their entirety. REDEVELOPMENT AND HOME FUNDS: Redevelopment Agency housing funds have historically been allocated for housing projects such as the emergency shelter and transitional housing operations of Shelter Network, the Human Investment Project, and more recently, the Safe Harbor Shelter. These projects actually provide housing to homeless clients and persons or families at risk of becoming homeless. Those housing units count toward the Agency's legal requirement to provide affordable housing. To: Subject: Honorable Mayor and City Council Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program March 12, 2003 Page 8 In fiscal year 2003-2004 these projects will be handled in the same manner, taking advantage of the CDBG allocation process to solicit and award grants. The City receives a small amount of administrative funds from the County of San Mateo for our involvement with the HOME Consortium. The amount for fiscal year 2003-04 is $22,500. For several years, the City has allocated these dollars to undertake fair housing activities which are required by federal mandate. The fair housing activities will be handled in the same manner for the next fiscal year. With the development of the new Consolidated Plan the City is also required to undertake an Analysis of Impediments to Fair Housing. The County Consortium has contracted with Project Sentinel to conduct this analysis and provide information to each jurisdiction to be incorporated into the Consolidated Plan. This document will be a subsequent attachment to the City's Consolidated Plan and submitted to City Council for adoption upon its completion which is tentatively scheduled for May or June of 2003. ALLOCATION PROCESS: The first public hearing is meant to solicit information from applicants regarding trends and conditions and unmet community needs which they have identified. It is also an opportunity for City Council to familiarize themselves with the types of programs typically funded by the CDBG program and for Council members to ask any questions they may have of the applicants. The Council has established a CDBG sub-Committee whose responsibility it is to provide preliminary funding recommendations to the full Council at the second and final public hearing scheduled for April 9, 2003. The Sub-Committee has scheduled a working meeting on March 24th at 6p.m. to prepare those funding recommendations. The Sub-Committee has requested that each Council member provide comments to them no later than 5p.m. on March 24th so that those comments can be taken into consideration for their preliminary recommendations. City Council members are requested to use the attached Exhibit "C" Community Development Block Grant Program 2003-04, the spreadsheet with multi years funding levels, to provide comments, questions or funding recommendations, in the last column labeled "Comments". Council members are requested to submit comments to the City Manager's office, to Committee members directly, or to the office of Economic and Community Development. On March 24th, the Sub-Committee will finalize their funding recommendations and staff will prepare the staff report 'including their recommendations, the Consolidated Plan and One Year Action Plan, for adoption by City Council at their meeting of April 9t~. Once City Council makes their final allocations, all documents will be finalized for submittal to HUD via San Mateo To: Subject: Honorable Mayor and City Council Five Year Consolidated Plan and One Year Action Plan for the Community Development Block Grant Program March 12, 2003 Page 9 County, by May 1, 2003. CONCLUSION: As previously indicated, it is recommended that the existing priorities for the Consolidated Plan be kept in place as they have served the community in a comprehensive manner. The CDBG Sub- Committee will prepare their preliminary funding recommendations for City Council to make final allocations at their meeting of April 9, 2003. - Assistant City Manager Machael A WS~lson City Manager Attachments: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" 2001-02 Priority Accomplishments 2003 - 04 Funds Available CDBG Program Year 2003-04 Fund Request Spreadsheet Proposal Summaries 2003-04 Beneficiary and Budget Spreadsheet Report on South San Ft..ncisco Housing and Community DeveLopment Priorities EXH1BITA Funding Spent and Residents Served 2001-2002: Based on the 2001-2002 Consolidated Annual Performance and Evaluation Report Includes CDBG, other HUD grants, and local RDA funds 'H = Household, I = Individual, italics = in development) Priority Programs Specific Activities $ Spent Residents Served A. Priority: New Housing Affordable Rental Housing for the Elderly $4.5 Mil. 40 Units laerease, maintain Construction Affordable Rental Housing for Large Families ~5) and improve the (Rental, Ownership, Affordable Rental Housing for Small Families (_~.4) supply of Senior Hsg., SRO) Affordable Rental Housing for Single People affordable housing Acquisition and Buy & Rehab. Existing Hsg. & Make It Affordable Rental $880,000 16 (H) for low- and Rehabilitation Buy & Rehab. Existing Hsg. & Make It Afl. Ownership moderate-income individuals and Rental Rehabilitation Loans to Owners of Rental Hsg. To Rehab. Units & families. Restrict Rents to Affordable Levels Low-Income Minor Repairs $40,000 48 (H) Total Funding: $5,846,429 Owner-Occupied Loans for Major Repairs $13,564 2 (H) Housing Total Residents Rehabilitation Loans to Fix Emergency Code Violations(safety/fire prev) $21,822 ~, 4 (H) Served: Excessive Trash/Debris Removal Inc. abovel 45 (H) 115 (H) 1st Time Homebuyer Loans for First-Time Homebuyers (will begin in 2003) $391,043 In Dev. 43 Units More Affordable Inclusionary Ordinance - New market rate developments $0 3 Units Homes to Buy must include 20% affordable units for low and mod. inc. B. Priority: Support and maintain Emergency Shelter for Families Provide service- existing shelters and Transitional Housing for Families $18,000 7 (H) enriched shelter transitional housing Emergency Shelter for Single People $11,000 96 (I) and transitional programs for Transitional Housing for Single People $6,000 7 (I) housing for individuals and Emergency Shelter for Youth homeless families Transitional Housing for Youth individuals and Home Sharing Rental Referrals $25,000 93 (H) families. Job Training Services ---~ These services are Case Management Iprovided to residents Total Funding: Substance Abuse Treatment ~o are staying in the $60,000 Mental Health Care ('~ emergency and Total Residents Housing Placement ] transitional housing Served: Life Skills Training --' listed above. 100 (H), 103 (I) Support dev of shelters New Shelter Construction for Individuals and Families & transitional housing C. Priority: Support for service- Assisted Living Options for the Elderly Provide service- enhanced shelters Assisted Living Options for the Disabled enriched housing serving groups with Shelters for Domestic Violence Survivors $8,000 9 (H) opportunities for special needs Assisted Living Options for People with HIV/AIDS individuals and Residential Substance Abuse Treatment Programs families w/special Support for programs Housing Modifications for Disabled Access $13,000 33 (II) needs incl., but not that modify housing to limited to, seniors, help the elderly and people w/physical disabled stay in their and developmental homes disabilities, victims of domestic violence, people with AIDS/HIV, & people in treatment for substance abuse. Total Funding: $21,000 Total Residents Served: 42(H) O0 10 EXHIBITA Priority Programs Specific Activities $ Spent Residents Served A. Priority: All social service Adult Reading Programs $6,000 31 (I) Provide core public programs Basic Social Services (food, clothing, emergency $20,000 586 (I) services activities to assistance, housing referrals) improve the quality Child Care Services $24,000 212 (I) of life for low- Crime Prevention income individuals Disabled Services (independent living $2,000 62 (I) and families, counseling, job training) including those at Domestic Violence/Rape Trauma Services $4,000 169 (I) risk of becoming Job Training homeless and Fair Housing Services (legal advice and help for $21,000 318 (H) special needs people who experience housing discrimination) groups. Health Services (dental, physical, mental) HIV/AIDS Services $4,000 9 (H) Total Funding: Lead Hazard Screening $121,000 Senior Services (food distribution, day care) $25,000 297 (H) Total Residents Substance Abuse Treatment Served: Transportation Services 624 (H) Youth Services (tutoring, recreation, counseling) $15,000 307 (I) 1374 (I) B. Priority: Commercial fagade Improve Appearances of Downtown Businesses $75,000 6 Facades Sustain and improvement program increase the level of Other possible No current activities business and business assistance economic activity programs in areas that serve or have a high percentage of low- income residents. Total Funding: $75,000 Served: 6 Businesses C. Priority: Public facility Senior Centers Preserve and rehabilitation and Handicapped Centers $5,000 Rehab 1 improve public improvement program Center facffities that serve Youth Centers a high percentage Child Care Centers $8,000 Rehab 1 of low-income Center residents. Health Facilities Neighborhood Facilities $35,000 Rehab 1 Total Funding: Agency $48,000 Parks and/or Recreation Facilities Infrastructure Parking Facilities Served: improvements in low- Non-Residential Historic Preservation 3 Community and moderate-income Water/Sewer Improvements Facilities areas Street Improvements Rehabilitated Sidewalk Improvements. Trash Disposal Improvements Flood Drain Improvements 11 CITY OF SOUTH SAN FRANCISCO COMMIJN]TY DEVELOPMENT BLOCK GRANT PROGRAM FUNDS AVAILABLE 2003 -04 CDBG ENTITLEMENT AMOUNT Public Service Spending Limit Administration Spending Limit $112,200 $149,600 $ 748,000 TOTAL FEDERAL FUNDS San Mateo County HOME AMOUNT (Allocated for Fair Housing Services) 2002-03 REDEVELOPMENT ALLOCATION (Allocated for emergency housing programs) $ 748,000 $ 22,500 $ 56,000 Exhibit "B" 00 1° COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FY 2003-2004 Total Total Total Fund Request COMMENTS Funding Funding Funding 03-04 00-01 01-02 02-03 EXHIBIT C 1. Child Care Coordinating Council 5,000 5,000 5,000 5,387 2. City-Sponsored Child Care 10,000 10,000 10,000 10,000 3. Fdends to Parents 9,000 9,000 9,000 9,000 4. Children's Center (SSFUSD) 3,000 3,000 3,000 3,000 Sub Total 27,000 27,387 1. City-Sponsored Adult Day C~re 2. Second Harvest Food Bank 3. Ombudsman Program of San Mateo Sub 1. Neighborhood Services Ctf (NPNSC) 2. The Tooth Mobile 3. Project READ - West Orange Library 4 PARCA - Support Services Program 5. Sitike Counseling Center Sub Total 1. Center for Domestic Violence Prevention 2. Sor Juana Ines - Abused Women Advocacy 3. Rape Trauma Services Center Sub Total 20,000 20,000 20,000 20,000 5,000 5,000 5,500 5,775 5,000 25,500 30,775 20,000 20,00( 25,000 25,000 15,000 15,000 5,000 6,000 6,000 6,000 15,000 10,000 10,000 46,000 71,000 5,000 8,000 8,000 13,000 3,000 4,000 - 5,000 5,000 17,000 18,000 Sor 3uana Znes merged with Center for Domestic 1. C.i.D. - Social Services 2,000 2,000 2,000 2,000 2. ELLIPSE Peninsula Aids Program 3,000 4,000 30,000 3. Disabled Homebuyer Counseling (PARCA) 50,600 .... Sub Total! ] ! 6 000 I 82,600 / / I ~ 1. Johns: Closet I 3'0001 3,0001 3,0001 4,0001 I I 2.Family Alternatives (NPFA) I 8,0001 9,0001 9,oool 9,oool I · I Sub TotalI *Total Public Service Activities TOTAL PUBLIC SERVICE SPENDING LIMIT activities requesting tuncls PY 2003-04. 12,000 I I 133,500 13,000I 242,762 I 112,200 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FY 2003-2004 EXHIBIT C Total Total Total Fund Request COMMENTS Funding Funding Funding 03-04 00-01 Ol -02 02-03 1. C. I.D. Housing Access 13,000 13,000 13,000 15,000 2. Families on Track (SSFUSD) 40,000 20,000 3. City Sponsored- Housing Programs 200,000 240,000 357,459 267,700 4. City Sponsored Commercial 175,000 175,000 175,000 175,000 5. Rebuilding Together Peninsula 8,500 ~ *Total Housing, Commercial & Public Facilities 585,459 486,200 1. CDBG Program Admin 147600 152800 149,600 149,600 Total Admin;=,~,&~on limit *Total Administration Activities i 149,600I 149,600 i $,49,600 TOTAL REQUESTS FOR CDBG FUNDS 878,562 TOTAL CDBG FUNDS AVAILABLE $ - 748,000 1. La Raza Centro Legal 19,500 15,000 19,500 19,500 2. Project Sentinel 6,670 6,0001 6,000 9,500 *Total Home Program Activities 25,500 29,000 TOTAL HOME FUNDS AVAILABLE $ .22,500 1. HIP (Human Investment Project) Housing 25,000 25,000 25,000 27,800 2. Shelter Network - Crossroads 18,000 18,000 14,000 18,000 3. Shelter Network - Maple Street 10,000 10,000 10,000 10,000 4. Samaritan House - Safe Harbor 7,000 20,000 *Total Redevelopment Program Activities 75,800 New activities requesting funds FY 2003-04. _.TY OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REOUEST SUMMARY 1. Name of Organization (Project Sponsor): Child Care Coord[natinq Council 2. Address of Organization: 2121 So. El Camino Real, Ste A-100, San Mateo, CA 94403 3. Title of Project: South San Francisco Respite Child Care Proqram 4. Brief description of proposal: The Council proposes to serve CDBG income eligible families that are in emergency crisis situations with Respite, child care. In crisis situations many low incom~, families have few resources available to meet flee child care needs of their children. 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Address: 6. Name/Title of Project Director: Selma Copado 7. Project Director's Phone: (650)655-6770 ext. 232 8. Project Phone (if different): ~ 9. Project Fax: (650)286-1157 10. Email Address of Project Director: selma@thecouncil.net 11. Web Site (ff applicable): www.thecouncil.net 12.· Project Location/Address (if different): ~ '. ~. 13. Name of Organization's Executive Director (if different): lanette E. 3tokely 14. Executive Director's Phone' (if different): i650) 655-6770 ext. 266 15. Total South San Francisco CDBG Funding Request: $5,387.00 16. Total Project Budget: .$6,211.00 17. Total Agency Budget: $15,232,28~.00 EXHIBIT D PROPOSAL SUMI.1ARIES 03-04 - - A-1 Child Care Coordinating Council CITY OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REq)UEST SLrMMARY Name of Organization (Project Sponsor): City of South San Francisco Parks, Recreation and Maintenance Services Department " ' Address of Organization: _33 Arroyo Drive, South San Francisco, CA 94080 Title of Project: ..Childcare Division / Low-Income Fee Assistance Brief description of proposal: The Childcare Division operates two licensed preschools, four licensed before and after School recreation sites, one summer camp and special vacation camps. The programs are designed to be safe, fun and enriching programs for children who need supervision and recreation ,while parents are working and when school is not in session. The proposal is submitted to provide fee .assistance for families who cannot afford to pay the full fees of the program: Name of Organization Responsible for Fiscal Management (ff different from applicant organization): Address: 7. 8. 10. 11. 12. 13. 14. '.5. 6. Name/Title of Project Director: Kelli Jo Cullinan, Recreation and Community Services Supervisor Project Director's Phone: (650) 877-5994 Project Phone (if different): (650) 877-5994 9. Project Fax: (650) 877-8678 Email Address of Project Director: kelli.eullinan~ssf, net Web Site (ff applicable): www.ssf, net Project Location/Address (ff different): Seven (7 sites: Martin - 35 School Street; Monte Verde - 2551 St. Cloud; Ponderosa -295 Pon&rosa.Rd.; Spruce - 501 Spruce Avenue; Siebecker Preschool - .} i Elm Court; Westborougb Preschool -2380 Galway; Summer Camp - Orange Park Name of Organization's Executive Director (if differen0: Sharon Ranals Executive Director's Phone (ff different): (650) 829-3807 Total South San Francisco CDBG Funding Request: ! 0,000 Total Project Budget: .1.,155,805 17. Total Agency Budget: 10,717,360 (Chfldcare Program) (Parks & Recreation Combine) Childcare Division :'00 lfl C]' ' OF SOUTH SAN FRAN~SCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUEST SUMMARY 1. Name of Organization(Project Sponsor):. Friends To Parents 2. Address ofOrgani~zafi0n: 2525 Wexford Avenue, South San 3. Title of Project: Infant Daycare & Pre-School 4. Brief description of proposal: To provide Infant Da¥care & Pre-School to eliqible families. Francisco, CA 94080 Name of Organization Responsible for Fiscal Management (ff different from applicant organization): Address: Namefritie ofProjectDirector: .Merla Direkze Project Director's Phone: ( 6 5 0 ) Project Phone (ff differen0: 588-8212 x 222 9. Project ~ax: 0. Email Address of Project Director: friendstop@aol, corn 1. Web Site (ifapplicable): www. friendstoparents, orq !. Project Location/Address (ff different): :. Name of Organization's Executive Director (ffdifferen0: Merla · Executive Director's Phone (if different): · Total South San Francisco CDBG Funding Request: $ 9,0 00 . Total Projeet Budget: 159,000 17. (650) 588-6735 Direkze Total Agency Budget: $1 , 2 81 , 8 0 0.0 0 - A-3 Friends To Parents -- 00 1'7 C-'"y OF SOUTH SAN FRANCISCO COM3CGN1T~ OEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June :50, 2004 ~NDING REQUEST S~Y 1. Name of Organization (Project Sponsor): .C. hildren's Center, South San Franoison 2. Address of Organization: 530 Tamarack Lane, South San Francisco, CA 94080 3. Tide of?roject: Summer Field Trips 4. BHefdescription of proposal: The Children's will provide the opprmnities for "snmmea' outings" for the children of Iow-income, working familie, while they are attending the program. 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Address: 6. Name/Title of Project Director: Nancy Harada 7. Project Director's Phone: (850)877-8838 8. Project Phone (if differen0:. 9. Project Fax: (650)877-8836 10. Email Address of Project Director: nharada~ssfmail.ssfusd.k12.ca., ! 1. Web Site (if applicable): ~ 12. Project Location/Address (if different):. 13. Name of Organization,s Executive Director (ifdifferen0: ..Dr. George Kozitza 14. Executive Director's Phone (if different): (650~877-8705 15. Total South San Francisco CDBG Funding Request: $3,000.00 16. Total Project Budget: $3,000.00 17. Total Agency Budget: $0.00 -- A-4 Children's Center (SSFUSD) CITY OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUEST SUMMARY 2. 3. 4. Name of Organization (Project Sponsor): C__j.ty of South San Francisco Address of Organization: P.O. Box 711, South San Franciscg, CA 94083 Title of Project: City of South San Francisco. Adult Day Care Proqram Brief description of proposal: The overall purpose of the Ci_ty of South San Francisco Adult Day Care Program is to establish a structured, supervised setting in which frail and/or chronically impaired seniors can safely participate in social, educational and recreational activities as independently as possible. A secondary purpose is to reduce stress experienced by the primary_ caregivers of the frail elderly, (provider resp!te), and prevent premature placements in nursing homes. 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): not applicable Address: 6. Name/Title of Project Director: Joe Hunziker 7. Project Director's Phone: 650-829-3822 8. Project Phone (if different): 650-829-3822 10. Email Address of Project Director..: joe. hunziker~ssf, net 11. Web Site (if applicable): WWVV,ssF.Net :.'9, Project Fax: 650-875-6989 12. Project Location/Address (if different): 601 Grand Averluel' 2nd floor 13. Name of Organization's Executive Director (if different): Barry Ns,gel, Director of Parks & Recreation 14. Executive Director's Phone (if different): 650-829-3806 15. Total South San Francisco CDBG Funding Request: $20,000.00 17. Total Agency Budget: $10,717,360.00 (fOr parks and Recreation Denartmenfl Adult Day Care Center 16. Total Project Budget: $906,547.00 (for Senior Services Programs) !'z00 19 C--'Y OF SOUTH SAN FRANCISCO COMMUNITY tsEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUEST SUMMARY 1. Name of Organization (Project Sponsor): Second Harvest Food Bank of Santa Clara and San Mateo Counties 2. Address of Organization: .750 Curtner Avenue, San Jose, CA 95125-2118 3. Title of Project: ,Operation Brown Bag 4. Brief description of proposal: .Operation Brown Bag is a self-help program assisting ve~ low-income seniors 60+ years of age and disable~l individuals 55-59 years old, who are residents of S. San Francisco with their food needsl Volunteers, many of whom program members, help provide services to homebound seniors. Primary services include weekly food distribution, nutrition and consumer classes, and a quarterly newsletter. - 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): N/A Address: 6. Name/Title of Project Director: .Cvnthia McCown, Director of Proqrams and Service~ 7. Project Director's Phone: 408-694-0018 8. Project Phone (if different): 408-266-8866 9. Project Fax: .408-266-9042 i0. Email Address of Project Director: _cmccown@shfoodbank.com 11. Web Site (if applicable): www. 2ndharvest. net 12. Project Location/Address (if different): Maclnolia Sr. Cntr, 601 Grand Avenue; Rotary Plaza, 433 Alida; Fairway .~pts., 77 W. Borough .3. Name of Organization's Executive Director (if different): David A. Sandretto 4. Executive Director's Phone (if different): .408-694-0010 5. Total South San Francisco CDBG Funding Request: $5,775.00 6. Total Project Budget: $2,677,338.00 17. Total Agency Budget: ~ '- B-2 Second Harvest Food Bank -- 20 ¢ 'Y OF SOUTH SAN FRANC/SCO COMMUN/TY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 .FUNDING REQUEST. SUMMARY 1. Name of Organi~tion (Project Sponsor): Ombudsman Pm.qram of San Marco, Inc. 2. Address of Organization: .300 Piedmont Ave, suite 425, San Bruno, CA 9406~ 3. Title of Projeet: ..Ombudsman Pro.qram of San Mateo, It~c (a sin.cite-purpose pm.qram) 4. Brief description ofproposah We advocate for residents of long-term care facilities in the county. We receive, investigate and bring reseller_ion to .complaiats made by or on behalf ofresident.~. Our core services include maintaining a presence in the long-telm facilities. State'e~rih~ied Ombudsmen monitnr for qualiW of care, health and safety issne.% elder abuse and violations of residents' ri~ts. ' - - 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): _N/A Address: .N/A 6. Name/Title of Project Director: .Elizabeth {Til~ov) I~in, Ex~cutive Director 7. Project Director's Phone: ~50 742 9~3~ 8. Project Phone (if different): N/A 9. Project ~Fax:'850 742 @08~ 10, Email Address of Project Director: tio~virwin~,aol.com l 1. Web Site (if applicable): N/A !2. Project Location/Address (ffdifferent): N./A 3. Name of Organization's l~.xecufive Director (if different): N/A 4. Executive Director's Phone (ff different): N/A 5. Total South San Francisco CDBG Funding Request: $5,000.00 5. Total Project Budget: $300,457.00 17. Total Agency Budget: .$300,457,00 '.00 21 C_~Y OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM l~unding Proposal for Fiscal Year Suly 1, 2003 - June 30, 2004. ,,FUNDING REQUEST SUMMARY 1. Name'of Organization (Project Sponsor): _North Peninsula Nei,qhborhood Services Center, Inc.' 2. Address of Organization: 6,00 Linden Avenue, South San Francisco, CA 94080 3. Title of Project: .S. ocial Services Pro,qram 4. BHefdescripfion of proposal: . NPNSC will provide b~qlo services to 'Iow-income residents in Sonth San Francisco. These services will Jnclnd,: ~r~ncy assistance, food~ shelter referrsi.~ rentsi assistance~ PG&~ ntiliW payme,,~n~ clofi~h~g i~m, ~o~ ration .translation assistance~ advocacy, infant needs, case management cri.~i.~ intervention, and info,,,,sfion snd reform] 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Address: same 6. NamefI'ifle of Project Director: Maoqie Cuadros, Executive Director 7. Project Director's Phone: ~ 8. Project Phone (ifdifferen0: same 9. Project Fax: 10. Emaii Address of Project Director: maeaie~neiRhborhoodservices.orD 11. Web Site (if applicable): www. nei.qhborhoodservices.or.q 12. Project Location/Address (if different):, same 13. Name of Organization's Executive Director (ffdifferent): same [4. Executive Director's Phone (if different): same .5. Total South San Francisco CDBG Funding Request:. $25~000 6. Total Project Budget:..$. 169,344 17, Total Agency Budget:. $652,687_ - Ca'NSC) - 00 22 C'~¥ OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 ...FUNDING REQUEST SUMMARY 1. Name of Organization (ProjeCt Sponsor): Tooth Mobile 2. Address of Organization: 1659 Scott Blvd.~ Ste. 4. Santa Clara, CA 95050 3. Title of Project: Tooth Mobile in South San Francisco 4. Brief description of proposal: The Tooth Mobile will provide on-site dental care to low-income students and their families in South San Francisco· In collaboration with the City of South San. Francisco's Healthy Communities, Tooth Mobile hopes to reach out to So. San Franci.sco's most underserved children and families· The number of students in need of dental treatments exceeds 500. More than 90% of these students have at least one urgent untreated dental ailment, multiple dental carries, root canals or crowns. In addition to dental treatments, students will receive a dental care kit and individual oral health education. 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Address: ;. Name/Title of Project Director: Mike Reza '. Project Director's Phone: (408) 879-0110 Project Phone (if different): 9. Project .Fax: (408) 244-9553 0. Email Address of Project Director: mike~toothmobile, org I. Web Siie (if applicable): www.toothmobile, org ~.. Project' Location/Address (if different): ~ ~. Name of Organization's Executive Director (if different): .. Executive Director's Phone (if differen0: ~ · Total South San Francisco CDBG Funding Request: $15,000.00 · Total Project Budget: ~ 17. Total Agency Budget: $1~611,000.00 - C-2 The Tooth Mobile 00 23 City of South San Francisco Community Development Block Grant Program 2003-2004 Funding Proposal _FUNDING REQUEST SUMMARY Organization Name: South San' Francisco Public .Library Organization Address: 840 West Orange Avenue, South San Francisco, CA 94080 Title of Project: Project Read o Brief Description of Proposal: We are requesting funds to support a free, library-based, adult literacy program. By matching volunteer tutors with adult students who have difficulty with basic reading and writing, we achiex~e success. Name of Organization Responsible for Fiscal Management City of South San Francisco, Finance Name/Title of Project Director: Holly Fulghum-Nutters, Manager Project Director's Phone: 650-829-3871 8. Project Phone: 650-829-3871 9. Fax: 650-829-3869 10. Email address of Project Director ~l~hum-nutters @plsinfo.org 11. Web Site: www'plsinfo.org/whats_happening/ProjectRead/home.html 12. Project Location/Address Of different): same as above 13. Name of Organization's Executive Director (if different) same as above 14. Executive Director's Phone (if different) same as above 15. Total South San Francisco CDBG Funding request: $ 6,000.00 16. Total Project Budget: $172,500.00 17. Total agency budget: $172,500.00 · :: - C-3 Project READ- West Orange Library --, 0 0 2 4 C.. Y OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding ]Proposal for Fiscal Year July 1, 2003 - June 30, 2004 ..FUND~G gF~OUEST SUMMARy 1. Name of Organization (Project Sponsor): _p a c c a ( P ~ n i n s u ] a 2. Address of Organization: ;.., ~:.'. i o Rea] #105 3. TitleofProject:_[a~]~ SupPort Services 4. B~ef description of propose: Asso(;, for Ret. arded Children Adults) Par a ro os continuation of its Family Support Services program, providing support, information and referral, outreach, advocacy and recreation opportunities t o those with developmental and theiP families in South San Francisco. disabilities Name of OrganizafionR._~,~ponsible for Fiscal Management (ff different from applicant organization): Address: NamefrifleofPrejectDirector: Sue Di..r..e B~rec~or~_Famil Sy__~'ort Project Director's Phone: ~~ Project Phone (ff different): Email Address of Project Director:'~ Web Site (ffapplicable): ? ~ ~ r a ~ ? a r c a . n r .n Project Location/Address (ff different): Name of'OrganiTafion,s Executive Director (if differen0:.- D i a n a C o n t i executive Director's Phone (if different): Fotal South San Francisco CDBG Funding Request:. ?oral Project Budget: $ q 1 ~ ~ ~ .q 17. Services 9. ProjectFax: 650-312-0737 $15,000 Total Agency Budget: _$ 2, .969,692 Support Services Program 0-0 2, · .. C-I-T-Y-OF-$O -U--H-S- -AN-FRcA-N(~tS~O - COMMUNH- )EVELOPMENT BLOCK GRANT, .OGRAM ....... : ............ .F_-Und.'..mg.Pr0posal. for Fiscal Year July 1,. 20.03 '-J ..un. e.:30,2004 . FUNDING REQUF_,ST SUMMARY m i0. '15. 16. Name of Organization (Project Sponsor): Address of Organlzation: Brief desc~iPfion of Prooosal: N i,'~¢':~".? ~:'?-i'~: :'·,::.:~':.~',: ~¢ii: :. ' ameofOrgamz. ~ atlon Responsible. for F!~eO~nagem~nt:address: Name/Title of Project Director: Project,Director~s,Plione. Project Ph0ne (ff'differen0: Project FaX~ Email. Address ofPr, oject Director: Web Site Pro (ifdifferen0: Name of Director .Of?i Executive Direct0~'s ·Phone (if different): Total South San Francisco CDBG Funding RequeSt: Total Project Budget: Total Agency Budget: Sitike Counseling Center 306 SprUce.Avenue South. San Francisco, CA 94080 sitikc ¢O~ns~iing Center Che~ild~P~n~ncy treatment for low- incom~S'Sr-:m~ide-nts receiving (650),'58,9.9305., (650) 589-9330 :' ' Sitike3p6@aoi:eom www.s ~:oi~g,:i... $10,000 $330,677 $823,938 - C-s sitnce Coveting Center -- 0 0 2 6 ;TY OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUF~ST SUMMARY 1. Name of Organization (Project Sponsor): Center for Dornestlc Violence prever)tiOrl 2. Address of Organization: [~.O. Box 5090 San Mateo, CA 9440? 3. Title of Project: .Ememencv Shelter for Domestlc Violence Surv!vors 4. Brief description of proposal: The Center for Domestic Violence Prevention seeks funds to continue operation of a 15-bed emergency shelter for abused women and their children. The shelter serves domestic violence survivors throughout San Marco County, including those in South San Francisco. Nature of Organization Responsible for Fiscal Management (if different from applicant organization): % Address: 6. Name/Title of Project Director: Danielle Zimmermann 7. Project Director's Phone: 8. Project Phone (if differen0: 9. Project Fax: -~- 10. Email Address of Project Director: daniellezim mermann~hotr~ail.com 11. Web Site (if applicable): ~ 12. Project Location/Address (if different): confidential [ocatton in Ce0tral Sar~ Mateo 13. Name of Organization's Executive Director (if different): position currently Open i 4. Executive Director's Phone (if different): 15. Total South San Francisco CDBG Funding Request: $13,000 16. Total Project Budget: $267.500 17. Total Agency Budget: .$1,675,900 - D-1 Center for Domestic Violence -- rape trauma services a center for healing & violence prevention CITY OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 ~FUNDING REQUEST SUMMARY 1. Name Of Organization (Project Sponsor) Ra e Trauma Services a Conter for Healin and Violence Prevention 2. Address 0fOrganization: 1860 El Caraino ~te 301 Burh'n amc CA 94010 3. Title of Project: Sexual Assault Services Pro am 4. Brief description of proposal: RTS is seekin fundin to continue its Sexual Assault Services.Pro m. The ab_use assaul or harassmen~ The ro m services include a 24-hour hothne advocac counselin information and ret~rrals.. 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): N/A Address: N/A 6. Name/Title of Project Director: Sarah larvis Director 7. Project Director's Phone: (650) 652-0598 x19 8. Project Phone (if different): (~650) 652-0598 9. Project Fax: (650) 652-0596 10. Email Address 0f Project Director: ~ 11. Web Site (if applleable): -www. rapetraumaservices.or~ 12. Project Location/Address (If differen0: Same as above 13. Name of Organization's Executive Director (ff different): Sarah lan, is 14. Executive Director's Phone (if different): ~ 15. Total South San Francisco CDBG Funding Requested: ~ 16. Total project budget: ~ 17. Total agency budget: - D-3 Rape Trauma Services Center t86o E1 Camino Real, Suite $oI Burlingame, CA 94o~o 652-0598 f: (650) 6~-o596 e: rtxerv@rnind~pring, com w: www. rupetraumaxervicex, org 24-hour crisis' line (650) 69~_RAPE 28 £ ¥ OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 ,,FUNDING REQUEST SUMMARY 1. Name of Organization ('Project Sponsor): Center for Independence of the Disabled 2. Address of Organization: .875 O'Neill, Belmont, Ca 9400? 3. Title of Project: public Services ACtivities for Persons with Di.~abilitier, 4. Brief description of proposal: The activities are: Peer Counseling~ lnd~endent Living Skill.~ and the Pet'sonal Assisla, f Pro~-a,~: The Peer Cotmselino ~nr~_,'e~d~'to:-~. ~.~pf~o.rt..f. or overcnmin~ bat'r/ers to !nd_epende_n_¢e thro,~h indivkh,ok family, and group ~p ~.zv .. ~gm, prog~um helps consumers increase indepe~d~n_ee thron,h training in d,il¥ livin~ The'~orsonal Assia~taut Progc~m recm~¢s and screens aHenrlnnts and provides a list to consumers 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Center for Indepcarlence of the Di.~abled AddresS: 875 O'Neill Ave~ Belmont~ Ca 94002 6. Name/Title of Project Director: 7. Project Director's Phone: 650-595-0783 8. Project Phone (ff different): same 9. Project Fax: ~ 10. Email Address of Project Director: ravo~cJdbelmont, orfl 11. Web Site (if applicable): www. cidbelmontorfl 12. Project Location/Address (ff differen0: Same as above 13. Name of Organization's Executive Director (ff differen0: Kent Mickelson t4. Executive Director's Phone (if different): 6.50-595-0783 !5. Total South San Francisco CDBG Funding Request: $2,000.00 6. Total Project Budget:..$39,000.00 17. Total Agency Budget: $1,135,264.00 uO0 29 - Disabled -Social Services Program CITY OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUllinG REQUEST SUMMARY 1. Name of Organization (Project Sponsor): ELLIPSE Peninsula AIDS Service-~ 2. Address of Organization: 1, 73 South Blvd, San Mateo, California 9440? 3. Title of Project: .Case Mana.qement and Support Services Pmqram 4. Brief description of proposal: Assist Iow-income HIV+ individnMs and households who are in need of additional services to ma i,ilam an improved lifestyle and to be more productive to themselves, their families, and their communities. Name of Organization Responsible for Fiscal Management (if different from applicant organization): ELLIPSE Peninsula AIDS Services Address: 173 South Blvd., gan Marco, Califonria 94402 6. Name/Title of Project Director: Byron Swerdfe,qer 7. Project Director's Phone: 650 572 9702 8. Project Phone (if different): 9. Project Fax: 650 572 1788 10. Email Address of Project Director: ellipse415~aol.com 11. Web Site (if applicable): 12. Project Location/Address (if different): same 13. Name of Organization's Executive Director (if different): same 14. Executive Director's Phone (if different): same 15. Total South San Francisco CDBG Funding Request: $30,000.00 16. Total Project Budget: .$295,000.00 17. Total Agency Budget: $295,000.00 - E-2 ELLIPSE Peninsula Aids Program -- 0 0 3 0 C J, . g OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLO'CK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 ING m Ot ST 1. Name of Organizstlon (Project Sponsor): Parea 2. Address of Organ~afion: !750 El Camino. Real, Sra. 105, Bur in~ame, CA 94~C 3. Title of Project: _ First-Time Homebuyer's Assistance Pro,ram for Developmentally Disabled Individuals and Their Familie~ . 4. Brief description of proposal: This ora.qram will offer for the first time, homeownership opportunities and servic~ to individuals with develo0, mentallv disabilities and their families who reside in South San Francisco and San Mateo County~ This pro.qram does nat exist in ........ S~an Marco County_. ' " · · 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Parca Address: Same 'o.~ Name/Title of prOject Director: Johnny Jos. An.quiano, MPA, Housln.q Project Manager 7. Project Director's Phone: 650-312-0730 8. Project Phone (if different): .same 9. Project Fax: 6.50-312-0737 10. Email Address of Project Director: Iohnnva~,parca.or;.q [I. Web Site (if applicable): ~ t2. Project Location/Address (if different): .s.ame '.3. Name of Organization's Executive Director (if different): Diana Conti ..... .4. Executive Director's Phone (ff different): §50-312-0730 5. Total South San Francisco CDBG Funding Request: $50,600. 6. Total Project Budget: $17 !.000. ! 7. Total Agency Budget: $3,109,902. Disabled Homebuyer Counseling 00 3 CIT. OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 ~UNDING REQUEST SUMMARY l. Name of Organization (Project Sponso0: John Papan Memorial 2. Address of Organization: 440 Green Hills Drive, Millbrae, CA 94030 3. Title of Project: John's Closet 4. Brief description of proposal: .lohn's Closet provides new clothing to needy school ckildren, ages 3-18, who live 'in northern San Mateo CotmW. 5. Name of Organization Responsible for Fiscal Management (.if different from applicant organization): Jolm Papan Memorial Scholarship Fund Address: 440 Green Hills Drive, Millbrae, CA 94030 6. Name/Title of Project Director: Diane and Gina Papan 7. Project Director's Phone: (650) 871-7440 8. Project Phone Of different): .~ 9. Project ]Pax: (650) 875-7743 10. Email Address of Project Director: IpaPan~ios.net 11. Web Site (if applicable): ~ 1.2. Project Loeatio~ffAddress (if different): Ben Franklin Middle School, 700 Stewart Street, Room 43, Daly City, CA 94015 l 3. Name of Organization's Executive Director (if different): _Diane & Oina Pap.aB. 14. Executive Director's Phone (if different.): l 5. Total South San ]prancisco CDBG Funding Request: ;~4,000.00 1.6. Total Project Budget: ($75,000.00) 17. Total Agency Budget: same I I · - F-1 John's Closet - O0 32 CI - ' OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUEST SUMMARY 1. Name of Organization (Project Sponsor): North Peninsula Family Altemative,~ 2. Address of Organization: .1486 Huntinqton Avenue, South San Francisco, CA 9408r~ 3. Title of Project: Parents and Children Pmqram 4. BHefdescripfion of proposal: Parents and Children Program will provide groups to support pare~,~ in improving parenting sldll,~ and thereb_y increase school performance of children. The program will serve at least 70 pare.is duc;.~ the course of the ~_¢~tlomi~; year. Groups will be held in both English and Spanish_ 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): North Peninsula Family Alternatives is a program of the YMCA of San Francisc. Address: 631 Howard Street, Suite $00~ San Francisco, CA 94105 6. Name/Title of Project Director: Steve Eckert, Executive Director 7. Project Director's Phone: 6,50-877-8642 5. Project Phone (if different): 9. Project Fax: 650-877-8642 '~0. Email Address of Project Director: seckert~vmcasf, orq 1. Web Site (if applicable): N/A 2. Project Location/Address (if differen0: 3. Name of Organization's Executive Director (if differen0: 4. Executive Director's Phone (if differen0: 5. Total Soath San Francisco CDBG Funding Request: ~9,000.00 ~. Total Project Budget: .$14~450 17. Total Agency Budget: $983,293.00 33 C - / OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 200t - June 30, 2004 FUND~G REQUEST SUMMARY 1. Name of Organization (Project Sponsor): Center for Independence of the Disabled 2. Address of Organization: _8.75 O'Neill. Belmont, Ca 94002 3. Title of Project: .Housin,q Accessibility Modification (HAM) 4. Brief deSCription of proposal: The HAM program proposes to help eliminate architectural barriers and provide a vari~ of relevant modifications make homes safea' and more accessible £or persons with disabilities and/or the elderly. The pfog~a,n compon~t~ consist of: Intake/S~recagng, On.~ite Evaluations, Modifi~fons, and Documentation. 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Center for Independence of the Diaablefl Address: g75 O~qeill Ave, Belmont, Ca 9400? 6. Nameffifle of Project Director: Ray Pittsinfler 7. · Project Director's Phone: 650-595-0783 g, ProieetPhone (ifdifferen0: same 9. Project Fax: 650-595-0261 [0. Email Address of Project Director: ravD&cidbe~mont, or~ [1. Web .Site (if applicable): ...www.cidbelmont. orfl .2. Project LoeafioniAddress (if different): _Same as above 3. Name of Organization's Executive Director Caf differen0: .Kent Mickelson 4. Executive Director's Phone (if different): 650-595-0783 5. Total South San Franeiseo CDBG Funding Request:. $15,000.00 5. Total Project Budget:, $150,000.00 17. Total Agency Budget:. $1,135,264.00 - Disabled - (CID) Housing Accessibility -00 34 iTY OF SOUTH SAN FRANCISCO CO1VIMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FI NDING REQUEST SUMMARy Name of Organization (Project Sponsor): -~ ,'/, k~¢ 2. Address of Organization: 3. Title of Projeet: 4. Brief description of proposal: 5. Name of Organization Responsgle ~ ~¢ '7'/t-e~ --~ .... / '- ~ mr Fiscal Management (ff different from applicant organization): Address: ~l. Project Phone (ffdifferen0: [0. Email Address of Project Director: Project Director's Phone: 9. Project Fax: I. Web Site (ffappHcable): Ld~'l~D"--~r-~7'~¥/~'q'~,~--~/-e-, ,¢,~_~ 2. Project Location/Address (ff differen0: ~. Name of Organization,s Executive Director (ff different): _ k Executive Director's Phone (ff differen0: · Total South San Francisco CDBG Funding Request: · Total Project Budget: _/(¢d~ ~r~ 17. Total Agency Budget: // / (--~ ~./ - G-2 Families on Track (FOT) - (SSFUSD) -- 1 · .'Y OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING ,REQUEST SUMMARY 1. Name of Organi~_fion (Project Simmer): Rebuilding To(~ether Peninsula (RTP) formerly Christmas in A0,'I 2. Address of Organization: P.O. Box4031 Menlo Park, CA 94026-4031. 3. Title of Project: National Rebuildinfl Day 4. Brief description of proposal: ..RTP is apolvin~ for $8500 to rehabilitate 3 hom~s and the roof of 1 home in South San Francisco. This ammm; reoresei~ 50% of the total b, dget of those sit~ and thi., project would occur pi~i~,arily on April 24~ 2004, National 5. Name of Organization Responsible for Fiscal Management (ffdifferent from applicant organization): N/A Address: N/A 6. Name/Title of Project Director: Senna 0'Shauqhnessv, Pm0ram Director 7. Project Director's Phone: L_~ 8. Project Phone (ffdifferen0: N/A 9. Project Fax: ~ 10. Email Address of Project Director: seana~rebuildin.qtoclethemenins,]!a.on] ! 1. Web Site (if applicable): wWw. rebuildln~toaetherpeninsula.org [2. Project Location/Address (ifdifferen0: TBD .3. Name of Organization's Executive Director (ifdifferen0: Loretta Cullinane 4. Executive Director's Phone (ffdiiferent): ~ 5. Total South San Francisco CDBG Funding Request: .$8,500.00 $. Total Project Budget: $17,000.00 -~- 17. Total Agency Budget: $545,465.00 G-5 Rebuilding .Together Peninsula --00 36 r -y OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUEST SUMMARY 1. Name of Organization (Project Sponsor): La Raza Centro Le.qal' 2. Address of Organization: .474 Valencia Street, Suite 295, San Francisco, CA 9410,'t 3. Title of Project: .San Marco County Outreach Proiec_t 4. BHefdescripfion of proposal: .The project will provide direct services, outreach, and education around employment; homing, and m~,mgratl0. issHes. ' ' ' 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): same Address: sam___~e 6. Name/Title of Project Director: ..Paul Cohen, Proqram Coordinator 7. Project Director's Phone: 415-553-3403 8. Project Phone (if differen0:415-575-3500 9. Project Fax: 415-255-7593 10. Email Address of Project Director: ~ 11. Web Site (if applicable): Ircl. or.q 12. Project Location/Address (if different): _No. Penin Neiqh Services Ctr, 600 Linden Ave, So. S.F. 13. Name of Organization's Executive Director (if differen0:..Anamaria Loya, Executive Director [4. Executive Director's Phone (ifdifferen0:415-553-3429 · 5. Total South San Francisco CDBG Funding Request: $19,500 6. Total Project Budget: $232,530.00 17. Total Agency Budget: ~ I-1 La Raza Centro Legal 00 37 CI_ . OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUEST SUMMARY 1. Name of Organization (Project Sponsor): PROJECT sENTINEL 2. Address of Organization: 430 Sherman Ave., Suite 308 / Palo Alto, CA 94306 3. Title of Project: Fair Housing 4. Brief description of proposal: Proiect Sentinel is a regional fair housing agency that provides counseling, investigation, and litigation services for complaints of illegal housing discrimination for all federal and state protected categories. Comrnunit3' education is provided through use of mass media~ local speaking engagements, and networking activities. Services also include HUD certified tenm~t/landlord and mortgage default and deliquenc¥ counseling. 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Address: 6. Name/Title of Project Director: 'Ann Marquart, Executive Director 7. Project Director's Phone: (650) 321-6291 8. Project Phone (if differen0: 9. Project Fax: (650) 321-4173 10. Email Address of Project Director: proisenpa@aol.com 11. Web Site (if applicable): www. housin.q.or.q 12. Project Location/Address (if different): ~ 13. Name of Organization's Executive Director (if differen0: __ 14. Executive Director's Phone (if differen0: __ '15. Total South' San Francisco CDBG Funding Request: $9,500.00 . 16. Total Project Budget: $1,372,900:00 17. Total Agency Budget: $1,372,900.00 - I-2 Project Sentinel -o.o as f-'TY OF SOUTH SAN FRANCISCO -' COMMUNIT~ DEVELOPMENT BLOCK GRANT PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUEST SUMMARY 1. Name of Organization (Project Sponsor): (HIP housin.q) Human Investment Proiect 2. Address of Organization: .364 South Railroad Avenue, San Marco, CA 9440'1 3. Titie of Project: Homesharin,q Help and Information Program 4. Brief description ofproposah HIP Housing provides a comprehensive program of housing services in its South San Francisco location that includes Homesharin.q Help and Information, Self-Sufficiency and Home Equity Conversion for Senior Citizens. Specifically, Redevelopment funding enables HIP Housing to match Iow- and very Iow-income South San Francisco residents with housing to share with individuals and families seeking affordable housing. 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Address: 6. Namefrifle of Project Director: Laura Fanucchi 7. Project Director's Phone: (650) 348-6660 8. Project Phone (if different): 9. Project Fax: (650) 348-0284 10. Email Address of Project Director: lfanucchi(~,hiphousin.q.org 11. Web Site (if applicable): Www. HIPHousin,q.or,q 12. Project Location/Address (if different): 13. Name of Organization's Executive Director (if differen0: .Judith Geither 14. Executive Director's Phone (if differen0: 15. Total South San Francisco CDBG Funding Request: $27,800.00 16. Total Project Budget: $..4.24,329 17. Total Agency Budget: $825,348 - J-1 Human Investment Program (HIP) .... O0 39 -CITY OF SOUTH. SAN FRANCI$CC-- COMMUN1 'DEVELOPMENT BLOCK GRAN'x PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUNDING REQUEST SUMMARY 1. Name of Organization (Project Sponsor): Shelter Network 2. Address o£ Organization: _1450 Chapin Avenue, 2"d Floor, Burlinqame, CA 94010 3. Title of Project: Famil~t Crossroads 4. Brief description of proposal: 0 Famil Crossroads rovides u to 4 months of transitional housin and corn rehensive su orr services for homeless families from northern San Marco Count includin South San Francisco. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Same Address: Same_ 6. Name/Title of Project Director: .Rosa Guerra, Pmqram Director 7. Project Director's Phone: .(650) 994-8169, ext. 14 8. Project Phone (if different): same 9. Project Fax: (650) 994-5525 10. Emall Address of Project Director: ,rfluerra @ shelternetwork, orQ ! 1. Web Site (if applicable): .www.sheltemetwork. or,q 12. Project Location/Addi, ess (if different): 50 Hillcrest Drive, Daly City, CA 94014 13. Name of Organization's Executive Director (if different): Michele Jackson 14. Executive Director's Phone (if different): (650) 685-5880, ext. 21 [5. Total South San Francisco CDBG Funding Request: .$18,000 ,6. Total Project Budget: .$450,684 17. Total Agency Budget: $5.296,935 J-2 Shelter Network - Family Crossroads -00 40 --CITY OF SOUTH SAN FRANCISCC-- COMMUNI 'DEVELOPMENT BLOCK GRAN'z PROGRAM Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 .FUNDING REQUEST SUMMARY 1. Name of Organization (Project Sponsor): Shelter Network 2. Address of Organization: .1450 Chapin Avenue, 2nd Floor, Burlinqame, CA 94010 3. Title of Project: Maple Street Shelter 4. Brief description of proposal: Ma le Street Shelter rovides emer enc shelter transitional housin and corn rehensive su orr services for homeless sin le adults from San Mateo Court . 5. Name of Organization Responsible for Fiscal Management (ff different from applicant organization): ..same Address: .same 6. Name/Title of Project Director: .Cathy ErJckson, Actinq Proqram Director 7. Project Director's Phone: .(650) 364-1150 ext. 11 8. Project Phone (ffdifferent): .s. ame 9. Project Fax: (_6501 364-0963 10. Email Address of Project Director: cerickson @ shelternetwork, org 11. Web Site (if applicable): ..www.shelternetwork. or.q 12. Project Location/Address (ff different): _1580A Maple Street, Redwood. City, CA 9406,q 13. Name of Organization's Executive Director (if different): Michele Jackson 14. Executive Director's Phone (ff different): 1650) 685-5880, ext 21_ 15. Total South San Francisco CDBG Funding Request: $10.000.00 [6. Total Project Budget: $1.204,678 17. Total Agency Budget: ~ .! J-3 Shelter Network - Maple Street Shelter 0-0 41 CITY OF SOUTH SAN FRANCISC- COMMUN.. ~' DEVELOPMENT BLOCK Gp~N.i. PROGIg~,M Funding Proposal for Fiscal Year July 1, 2003 - June 30, 2004 FUND~qG REQUEST SUMMA 1. Name of Organization (Project Sponsor): Samaritan House 2. Address of Organization: _1511 S. C!aremont St, San Marco, CA 94402 3. Title of Project: _Safe Harbor Shelter 4. Brief description of proposal: FEB j 20.O3 Safe Harbor ~ adult homeless shelter located in S. sa~' Francisco r0vides 'shelter .warmth sustenance case 5. Name of Organization Responsible for Fiscal Management (if different from applicant organization): Address: n/a 6. Name/Title of Project Director: Geetha Thaker 7. Project Director's P]mne:/.650} 341-4081 x13 8. Project Phone (if dif*ferent): ~ 9. Project Fax: ~ I0. Email Address of Project Director: oeetha~samadtanhouse.com I 1. Web Site (if applicable): htto://www.samaritanhouse.com- 12. Project Location/Address (ff differen0:~295 N. Access Rd, S. San Francisco, CA 9408C~ 13. Name of Organization,s Executive Director (if differen0: ~ 14. Executive Director's Phone (if different): t650) 341-40~1 xl? 15. Total South San Francbco CDBG Funding Request: ~ 16. Total PrOject Budget: ~ 17. Total Agency Budget: ~ J-4 Samaritan House - Safe Harbor 0-0 42 CDBG Beneficiary and Budget Data EXNIRIT E Activity Category Service Site Total Proposed SSF CDBG Percent Proposed Proposed Proposed Low- Agency Project CDBG % of Salaries to Total Clients SSF Clients Income SSF Budget Budget Request Project Agency Served Served Clients Budget Budget Served* 1. Child Care Coordinafing Council 2121S, EIC~.--'..~.SM $ 15,232,284 $ 6,211 $ 5,387 87% 20% 8(H) 8(H) 8(1-1) 2. City-S0onscaa~d Child Care s~v~a ssF ~ites $ 10~717,360 $ 1,155,805 $ 10,000 1% City 15-25 (I-r) 15.25 (H) 12-25 (Iff) 3. Friends to Fm~ni~ 2525WenfutdAve.,SSP $ 1,281,800 $ 9,000 $ 9,000 100% 73% 3(1-1) 3(1-1) 3(1-1) 4. Chil&~ds Cea~r (SSFUSD) 530 Ta,=,~kLam, SSF $ 1,348,735 $ 3,000 $ 3,000 100% City 169 ('P) 168 (P) 163 (P) : B,. SENIOR' SERVICES ~... i i: ' ~ ~: :-. · ~ ~. l. City-Sponsored Adult Day Care ~01GrandAv~,SSF $ 10,717,360 $ 906,547 $ 20,000 2% City !90(P) 50(P) 50(P) 2. SecoadHarYestFoodBank 13SSFlxn:ations $ 11,641,767 $ 2,677,338 $ 5~775 0.2% 39% 9745(1-1) 390(H) ,390(H) 3. Ombud~manProra~uofSanMateo 300 Pi~d.~. San B, ,~, $ 300,457 $ 300,457! $ 5,000 2% 79% 8309(P) 511 (P) 511 (P) 1.NotliaPen. Nei~_~,l,o,h.,odSvcsCr.(NPN$C) 600 Linden Ave., SSF $ 652,687 $ 169,344 $ 25,000 15% 68% 1525(H) 915(H) 915(I-1) 2. TheToofiunobfle 1659 8cott Blvd. SantaClara $ 1,611,000 $ 124,450 $ 15,000 12% 73% 4000(P) 280(P) 280(P) 3. ProjectRead-W. OrangeLibimy 840W~Onm~.SSF $ 172,500 $ 172,500 $ 6,000 3% 86% 150(P) 50(P) 40(P) 4. PARCA-SupportServicesPru~am 1750El~,Burlin~i~ $ 2,969,692 $ 51,335 $ 15,000 ~29% 73% 150Crl) 57Cri) 56(11) 5. Sitike Counseling Center 3o~ Sp~, SSF $ 823,938 $ 330,677 $ 10,000 3% 67% 200 (P) 70 (P) 65 (P) D;:BAIwE~WoME~SSERVI~S . :' ·- i '..: .: · . ~.I'C~'~;-~ forD,;~,.~-.~¢Vi,l.~.~pl~w.*iemSor Suana Ines- ),l~t~t__ Wc.,~.., Advocacy I(cnrffid,~tin_l)M~,.~_;,,= wah CDVP $ 1,675,900 $ 267,500 $ 13,000 5% 78% 120 (P) 8(P) 7(P) :3. Rape Trauma Services Center 11160 El Ca...;.._,.B,xli,~,: $ 536,088 $ 234,069 $ 5,000 2% 68% 4225 (P) 425 (P) 340 (P) I.C.I.D.-SocialSet'vlces 8750'NeillAv~.,B~: ...... ~ $ 1,135,264 $ 39,000 $ 2,000 5% 73% 200(1-1) 50(1-1) 48(1-1) 2.~lJYPSEPeninnulaAIDSPro~:wam 173 South Blvd., Saa Mateo $ 295,000 $ 295,000 $ 30,000 !10% 65% 300(1-1) 30(1-I) 30(1-I) 3. DisabledHomebuyerCounselin_$.__.lT$0~.lc~,~x..~:~.,~..,~ $ 3,109,902 $ 171,000 $ 50,600 30% 72% 200_.Q~ 26(I) ~ 26(1) 1. John's Closet :BenFnmldinMid. Schl., DC $ 75,000 $ 75,000 $___ 4,000 5% 0% 75~ ~ ~~ ~tematives FA~~ ~48aHu~'tonA~-,SSF $ 983,29.__~_~ $ 144-~' $ 9...~_~_~0 620/o'"~83OA~~~51~1~ 1 of 2 * H=Householda P=pm'~r~l~, R_-~, m;,-,~,~. CDBG Beneficiary and Budget Data Exm~IT E Activity Category Service Site Total Proposed SSI~ CDBG Percent Proposed Proposed Proposed Low- Agency Project CDBG % of Salaries to Total Cfients SSF Clients Income SSI~ Budget Budget Request Project Agency Served Served Clients Budget Budget Served* 1. C.I.D. Housing Access 8750'Ne411Ave..,B~lmont $ 1,135,264 $ 150~000 $ 15,000 10% 73% !315(I-I) 30(H) 30(H) 2. Familics on Track S25Parkw~y, SSF $ 1,160,116 $ 141,400 $ 20,000 14% 76% :210(H) 210(H) 189(H) 3. City Sponsored-Housing Programs South Sa~]:raneisco - $' 267,700 $267,700 100% city 75 (H) 75 (H) 75 (H) ¢. City Sponsored- Commercial DowtownSSF - $ 175,000 $175,000 100% city 713 7B 5. Rebuilding Together Peninsula P.O. l~x 4031, M~oPark $ 545,465 $ 17,000 $ 8,500 50% 27% 75(H) 3(H) 3(H) il. LaRa~CenixoLegal fi00LindenAv~.,SSF $ 1,200,000 $ 232,530 $ 19,500 8% 67% 1075(P) 400(P) 400(P) 2. ProjeetSenfinel .430ShemmAveme, PA $ 1,372,900 $ 1,372,900 $ 9,500 1% 67% 400(H) 12(H) 10-II(H) 1. Human Investment Projeet 564 South ~ailroad Ave., SM $ 825,348 $ 423,329 $ 27,800 7% 50% 2200(P) 145-180(P) !130-162(P) 2. Shelter Network - Crossroads 50 Hillcr~t Dr., Daly City $ 5,296,935 $ 450,684 $ 18,000 4% 60% 35(H) 8(H) 8(H) 3. Shelter Network - Maple Street 1580 Maple St., RWC $ 5,296,935 $ 1,204,678 $ 10,000 1% 60% 600(P) I0(P) 10(P) 4. Samaritan House - Safe Harbor 2451,~.Ac~sRd.,SSF $ 3?676?775 $ 786~475 $ 20~000 3% 58% 575([3) 75(t)) 75(P) 2 of 2 ~ * H=Households, P=People, B=Business Staff Report Date: March 12, 2003 ro~ Honorable Mayor and City Council From: Director of Finance Subject: REFINANCING OPPORTUNITY FOR 1993 CONFERENCE CENTER REVENUE BONDS RECOMMENDATION: This staff report is being given to update the City Council on a bond refinancing opportunity that staff is pursuing to save the Conference Center on interest costs, due to the favorable interest rate environment. No Council action is being requested at this time. BACKGROUND/DISCUSSION: In August 1993, the City Council, acting as the City of South San Francisco Capital Improvement Authority, approved the sale of $6.76 million in revenue bonds to refinance the 1991 Conference Center bonds that had paid for the construction of the Conference Center. The bonds are secured by a pledge by the City Council of the special hotel tax approved by South San Francisco voters of $2.50 per occupied hotel room per night. That special tax is levied by hotels in South San Francisco on hotel guests, and is in addition to the 8% regular hotel tax. The City receives revenue from the regular 8% tax, and the Conference Center receives the special $2.50 tax. Debt service on the 1993 bonds are therefore paid out of revenues dedicated to the Conference Center, and do not impact the City's General Fund. Interest rates are currently at a historical low, and the City has the opportunity to refinance the bonds again to save on interest payments over the life of the bonds. The current bonds have an average interest rate of about 6%, and in today's interest rate environment, they can be refinanced for an average interest rate of about 3.9%. Staff, working with the Conference Center Director and the Chair of the Conference Center Authority Board, has reviewed a proposal by a bond underwriter, Sutter Securities to refinance the 1993 bonds. Bond counsel, Jones Hall, the firm that worked on the 1993 bonds with the City, also reviewed their proposal. (Jones Hall is generally considered in the top tier of bond counsels specializing in municipal bond issuances, and works primarily with California clients). Staff Report ro~ From: Subject: Honorable Mayor and City Council Director of Finance Refinancing Opportunity for 1993 Conference Center Revenue Bonds Page 2 Based on preliminary numbers pulled together by SuRer, the Conference Center could save roughly $.5 million in net present value savings over the life of the bonds from refinancing the bonds, representing about an 8.5% savings, or about $45,000 annually in expected debt service savings. When outstanding bonds of over $5.0 million can be refinanced and result in a net present value savings of at least 5%, those refinancing are typically considered cost effective. Even if interest rates rise modestly in the next several months, the refinancing will still be cost effective. The Conference Center Director will be reporting to the Conference Center Authority on this refinancing opportunity in April. Staff expects to return to the City Council, to be convened as the Capital Improvement Financing Authority, sometime in the late April or early May timeframe. At that time, the City Council, sitting as the Capital Improvement Financing Authority will be asked to authorize bond documents for the refinancing. FISCAL IMPACT: It is estimated that refinancing the 1993 Conference Center bonds will result in roughly $.5 million in net present value savings over the life of the bonds, or about 8.5% savings. This represents an average of about $45,000 annually in debt service savings that will accrue to the Conference Center. Jin~Steele Fifiance Director Prepared by: City Manager DATE: TO: FROM: SUBJECT: March 12, 2003 Honorable Mayor and City Council Director of Finance PURCHASING PROCEDURE REVISIONS RECOMMENDATION It is recommended that the City Council adopt a resolution electing under Public Contract Code 22030 to become subject to the uniform public construction cost accounting procedures and to waive reading and introduce an Ordinance amending SSFMC Chapter 4.04 to revise the City's purchasing and bidding procedures. It is also recommended that the Council authorize staff to distribute checks to vendors prior to Council approving the check warrant listing at Council meetings for a six month trial period. Council would still receive a complete check warrant listing at each Council meeting. BACKGROUND/DISCUS SION The City operates a decentralized purchasing function that places procurement decisions and bidding at the department level. To realize efficiencies in the bidding process for departments, staff proposed to raise the City' s bidding and purchasing approval limits at the August 21,2002 City Council study session, and to adopt a new abbreviated bidding practice for construction projects below a certain threshold. Because the Municipal Code states the City's purchasing procedures and because these procedures must be within State Government Code and public contract laws, changing the limits and bidding practices require an ordinance and a resolution electing certain options allowed in state public contract law. Several government agencies have adopted these revised procedures, including San Mateo County, San Carlos, Burlingame, and Atherton. Current Municipal Code Requirements As described in the chart on the following page, the Municipal Code currently requires formal bids and contracts on public works construction projects over $5,000. Formal bids and contracts are currently mandatory on other purchases over $25,000, such as those for services, supplies, professional services and equipment. The City Council accepts the lowest responsible bid and awards the contracts for construction projects, and the City Manager is delegated authority to approve other purchases and contracts through provisions in the Budget Adoption Resolution. The Municipal Code describes a less formal bid process that requires at least three written bids solicited by phone, posted public notice, or by letter. Public works construction projects between $3,000 and $5,000 and services, supplies and equipment purchases between $3,000 and $25,000 must employ this process. Staff Report Subject: Purchasing Procedure Revisions Page 2 Public works construction projects involve the creation, renovation and major repair of buildings, streets, parks, sewer and storm systems. It excludes maintenance. City staff is required to present purchase orders to vendors whenever a contract is entered into or whenever a formal written order needs to be given to a vendor. A purchase order sets terms of delivery and costs and also commits or "encumbers" a portion of the budget toward that specific purchase. Construction Projects - Current Amount Bidding Approval Agreement Type 0 - 1,000 Not required Dept Head None 1,001 - 3,000 Not required Dept Head Purchase Order 3,001 -5,000 Three written bids Dept Head Purchase Order 5,001 + Formal City Council Contract Other Purchases - Current Amount Bidding Approval Agreement Type 0 - 1,000 Not required Dept Head None 1,001 - 3,000 Not required Dept Head Purchase Order 3,001 -25,000 Three written bids Dept Head Purchase Order 25,001 + Formal Cit7 Council* Contract *Current Municipal Code language requires that purchases over $25,000 be approved by City Council. Over the last several years, the City Council has delegated this authority to the City Manager in the budget adoption resolution. Recommended Changes to the Municipal Code Staff is recommending taking advantage of alternatives allowed by state public contract and government codes. At the City Council study session on August 21, 2002, staff was directed to present a formal purchasing ordinance at a City Council regular meeting. Implementing the change in purchasing procedures necessitates the passing of a resolution adopting the state's uniform cost accounting procedures and the adoption of an ordinance revising the City's Municipal Code chapter on purchasing. As shown in the following chart, staff recommends raising the formal bid and contracting requirement amount to $100,000 for public works construction projects, consistent with the State Government Code. A new abbreviated bid and contracting process is also recommended for construction projects between $25,000 and $100,000. Services, supplies, and equipment purchases above $5,000 will require three quotes or written bids. Supplies and equipment purchases would continue to be price-based. Professional services contracts would be based on qualifications and price, rather than price only, reflecting a more realistic criterion of performance. Bids and purchase orders would not be necessary on purchases under $5,000. Contracts will be entered into if required; they will be essential for purchases over $25,000. Staff Report Subject: Purchasing Procedure Revisions Page 3 All Purchases - Proposed Amount 0 -5,000 5,001-25,000 25,001-100,000 100,001 + Bidding Approval Not required Dept Head Three quotes Dept Head; City Manager for contracts Abbreviated process if construction;. three written bids if other purchase City Council Formal process if construction; three written bids if other purchase City Council Agreement Type None Purchase order and contract, if required Purchase order and Contract Purchase order and Contract New Bid Procedures for Construction Projects Public Works must annually solicit for and create a list of potential bidders for future projects. The formal bid process for projects over $100,000 carries forward most of the current practice, with variations in advertising rules. Public Works and bidding firms continue to prepare formal plans, specifications, and bid documents. Public Works must invite bids in a newspaper advertisement at least 14 calendar days before bid opening. The advertisement only needs to mn once rather than the currently required two times. Public Works must also mail an invitation to those on the pre- established bid list at least 30 days before bid opening. The optional pre-bid meeting with the firms, the required formal bid opening and the award by the City Council remain unchanged. The new abbreviated bid process, for construction between $25,000 and $100,000, does not require preparation of formal plans, specifications and bid documents, and it eases the advertising requirements. Invitations to those on the bid list and general advertisement in construction trade journals can occur just 10 days before bid opening. No newspaper advertisement required. Staff recommends these new purchasing procedures to streamline the bidding process for departments. In order to adopt the abbreviated bid procedures for construction projects, the State Government Code requires that the Finance Department implement specific cost accounting guidelines for any construction projects performed in-house. This will require, for example that in- house project work must have internal City overhead costs charged against that project. This would Staff Report Subject: Purchasing Procedure Revisions Page 4 add such overhead items as general administration, utilities, and equipment charges to the cost of such projects. Accounting staff in the Finance Department will internally have to keep track of such overhead costs by project in order to meet State guidelines. These additional accounting responsibilities will be absorbed in the Finance Department. Staff believes that sufficient internal controls are in place that will protect the City's interests, even with the higher thresholds. Staff will present more information on internal controls at the Council meeting on March 12. Release of Check Warrants At the study session, staff also proposed releasing check wan'ants on a weekly basis to improve customer service to departments and to ensure timely payments to vendors. In order to accommodate a weekly check mn, staff had also recommended that the City Council review and certify the check warrant listing at their regular bi-monthly meetings after the check warrants mailing to vendors. Authorizing the Finance Department to mail checks before they have been certified by Council will allow staff to pay bills that are either urgent, or have due dates occurring prior to the next City Council meeting. It is worth noting that besides South San Francisco, only 2 of 18 cities in the Bay Area that responded to a survey require City Council approval of check warrants before mailing them out. Those other two cities, Pacifica and Brisbane, are much smaller than South San Francisco, and have less complex budgets and purchasing needs. Those cities do not have, for example, large construction projects such as the Treatment Plant rehabilitation, or the Flyover and Hookramps projects. Those cities typically do not have the types of land or housing acquisitions gained from four redevelopment project areas, as does South San Francisco. Providing this additional flexibility already afforded most other cities would allow paying vendors on time for services and purchases already received. Under staff's proposal, Council would still be presented with a complete check warrant register at each Council meeting for Council's review. The City Treasurer had previously expressed concerns that more regular check processing would result in cash flow problems for the City, but she has since agreed to this change on a six-month trial basis. Staff's recommendation is therefore for Council to authorize a six-month trial basis of allowing staff to mail checks before they have been presented to the City Council. If Council approves this change, and the trial period is successful, then staff will remm to Council in six months with a resolution to formally adopt this change. Staff Report Subject: Purchasing Procedure Revisions Page 5 CONCLUSION City staff believes that adopting these new purchasing, bid, and check warrant procedures will expedite project delivery, continue to foster competition among vendors, and maintain management and City Council oversight of significant expenditures.. By:Jim~ Approved: Directo~ of Finance Michael A. Wil~on City Manager DW:MAW:JS:rcf Attachment: Resolution Ordinance RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ELECTING UNDER THE PUBLIC CONTRACT CODE SECTION 22030 TO BECOME SUBJECT TO THE UNIFORM PUBLIC CONSTRUCTION COST ACCOUNTING PROCEDURES WHEREAS, prior to passage of Assembly Bill No. 1666, Chap. 1054 Stats. 1983, which added Chapter 2 commencing with Section 22000 to Part 3 of Division 2 of the Public Contract Code, existing law did not provide a uniform cost accounting standard for construction work performed or contracted by local public agencies; and WHEREAS, Public Contract Code Section 22000 et seq., the Uniform Public Construction Cost Accounting Act establishes such a uniform cost accounting standard; and WHEREAS, the Commission established under the Act has developed uniform public construction cost accounting procedures for construction of public projects; NOW, THEREFORE BE IT RESOLVED, the City Council of the City of South San Francisco, hereby elects under Public Contract Code Section 22030 to become subject to the uniform public construction cost accounting procedures set forth in the Act and to the Commission's policies and procedures manual and cost accounting review procedures, as they may each from time to time be amended, and directs that the Finance Director notify the State Controller forthwith of this election. I hereby certify that the foregoing resolution was regularly introduced and adopted by the City Council of the City of South San Francisco, at a meeting held on the __ day of ., 2003, by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO AMENDING CHAPTER 4.04 (PURCHASING SYSTEM) OF THE SOUTH SAN FRANCISCO MUNICIPAL CODE WHEREAS, the City Council has determined that Chapter 4.04 of the Municipal Code should be amended to take advantage of alternatives allowed by the California Public Contract and Government Codes, expedite project delivery, continue to foster competition among vendors, and maintain management and City Council oversight of significant expenditures; NOW THEREFORE, the City Council of the City of South San Francisco does ORDAIN as follows: Section 1. Chapter 4.04 Amended. Chapter 4.04 of the South San Francisco Municipal Code is hereby amended by the following additions, deletions and modifications: 4.04.010. Adopted--Purpose. In order to establish efficient procedures for the acquisition of supplies, services and equipment at the lowest possible cost commensurate with quality needed, to dispose of surplus personal property to the best advantage of the city, to exercise positive financial control over purchases, to clearly define authority for the purchasing function and to assure the quality of purchases, a purchasing system is adopted. 4.04.030 Purchasing authority designated-Purchasing officer Department head powers and duties. The city manager is designated as the purchasing authority for the city. He may delegate the duties of purchasing to~. ...... ~.~.......o~'~:~ ~ department heads or any other city employee. Icrc-Each department headr ..... ~...~..~,*'~:~ officer shall have authority for his or her department to: (a) Purchase or contract for supplies, services and equipment required by any using department in accordance with purchasing procedures prescribed by this chapter, such administrative 62207%1 P. 1 regulations as the purchasing officer shall adopt for the internal management and operation of the purchasing system and such other rules and regulations as shall be prescribed by the city council; (b) Negotiate and recommend execution of contracts for the purchase of supplies, services and equipment; (c) Act to procure for the city the needed quality in supplies, services and equipment at least expense to the city; (d) Discourage uniform bidding and endeavor to obtain as full and open competition as possible on all purchases; (e) Prepare and recommend to the city council rules governing the purchase of supplies, services and equipment for the city; (f) Prepare and recommend to the city council revisions and amendments to the purchasing rules; ~ (g) Prescribe and maintain such forms as reasonably necessary for the operation of this chapter and other rules and regulations; (4) ~ Supervise the inspection of all supplies, services and equipment purchased to insure conformance with specifications; (j-) (i) Recommend the transfer of surplus or unused supplies and equipment between departments as needed and the sale of all supplies and equipment which cannot be used by a department or which have become unsuitable for city use; (-k--) _(j) Maintain a bidder's list, vendor's catalog file and records needed for the efficient operation of the purchasing system; (4-) (k) Join with other governmental agencies in joint purchasing endeavors where the purchasing procedures substantially conform to this chapter and state law. 4.04.040 Agreements with other governmental agencies or (a) The department head~...~.,,~.~,....e,~-~ ~:~. cfficer may authorize in writing any other governmental agency ..... ~' ~;~'., ..~.'~"~'~'~* ...... to purchase or contract for specified supplies, services and equipment ;--'~ .... -~+~ .... ~'+*- ...... r,~;....~..~o,,+ He shall ensure that such purchases or contracts by other governmental agencies be made in conformance with the procedures established by state ~o,~, ~ +*-~+ .... ~ ..... ~ ......... *'~ ~ by This authority includes the authority to act as lead agency when appropriate. (Ord. 857 § 4, 1981) (b) Except for public projects over $25.000 as defined by the Uniform Public Construction Cost Accounting Act, Sections 22000 et seq., of the Public Contract Code. City purchases may 622077-1 P. 2 be made by taking advantage of valid contract terms that have been negotiated by another governmental agency, if that agency had used a quote or bid process that substantially conforms with the procedures established by state law and this chapter. In these cases, CiW staff shall verif~ and document such conformance. 4.04.060 Departmental requisition procedure. Using departments shall submit requests for supplies, services and equipment to the department head and to the Finance Department ~. ....... ~, ....... on such standard forms as may be prescribed in the Administrative Instructions Manual. 4.04.070 Abbreviated bid procedures for public proiects. Public proiects, as defined by the Uniform Public Construction Cost Accounting Act, Sections 22000 et seq., of the Public Contract Code, of one-hundred thousand dollars ($100.000) or less may be let to contract by abbreviated procedures as set forth in Sections 22032 et seq. of that code 4.04.071 Contractors list. A list of contractors shall be developed and maintained in accordance with the provisions of Section 22034 of the Public Contract Code and criteria promulgated from time to time by the California Uniform Construction Cost Accounting Commission. 622077-1 P. 3 4.04.072 Notice inviting abbreviated bids. Where a public proiect is to be performed which is subiect to the provisions of this Chapter, a notice inviting abbreviated bids shall be mailed to all contractors for the category of work to be bid, as shown on the list developed in accordance with Section 4.04.071, and to all construction trade journals as specified by the California Uniform Construction Cost Accounting Commission in accordance with Section 2203 6 of the Public Contract Code. Additional contractors and/or construction trade iournals mai be notified at the discretion of the department soliciting bids; provided however: (a) If there is no list of qualified contractors maintained by the city for the particular category of work performed, the notice inviting bids shall be sent only to the construction trade ioumals specified by the Commission. (b) If the product or service is proprietary in nature such that it can be obtained only from a certain contractor or contractors, the notice inviting abbreviated bids may be sent exclusively to such contractor or contractors. 4.04.073 Formal bid procedures for major public projects Contracts for public proiects as defined by the Uniform Public Construction Cost Accounting Act, Sections 22000 et seq., of the Public Contract Code, in an amount exceeding one-hundred thousand dollars ($100,000) shall be accomplished using the bidding procedure described in this section. (a) Notice Inviting Bids. Notices inviting bids shall distinctly describe the proiect, shall state where bid blanks and specifications may be secured, and shall state the time and place for the receiving and opening of sealed bids. (1) Published Notice. Notice inviting bids shall be published at least fourteen calendar days before the date of opening the bids in a newspaper of general circulation, printed and published in the city. (2) Construction Trade Journals. The notice inviting formal bids shall also be mailed to all construction trade journals as specified by the California Uniform Construction Cost Accounting Commission in accordance with in Section 22036 of the Public Contract Code. The notice shall be mailed at least thirty calendar days before the date of opening the bids. (b) Bidder's Security_. All bids presented in connection with the public proiect shall be accompanied by bidder's security in the form and amount prescribed by Public Contract Code Section 20170 et seq., which security shall be dealt with as prescribed therein. In all cases bidders shall be entitled to return of bid security provided that 62207%1 P. 4 a successful bidder shall forfeit his bid security upon refusal or failure to execute the contract within ten days after the notice of award of contract has been mailed, unless the city is responsible for the delay. The city council may, on refusal or failure of the successful bidder to execute the contract, award it to the next lowest responsible bidder. If the city council awards the contract to the next lowest bidder, the amount of the lowest bidder's security shall be applied by the city_ to the difference between the low bid and the second lowest bid, and the surplus, if any, shall be returned to the lowest bidder. (c) Bid Opening Procedure. Sealed bids shall be submitted to the finance department and shall be identified as bids on the envelope. Bids shall be opened in public at the time and place stated in the public notice. A tabulation of all bids received shall be open for public inspection during regular business hours for a period of not less than thirty calendar days after the bid opening. (d) Reiection of Bids or No Bids Received. In its discretion, tbe city council may reiect any and all bids presented and readvertise for bids. If no bids are received, the city council may award the proiect by negotiated contract. (e) Award of Contracts. Contracts shall be awarded by the citw council to the lowest responsible bidder except as otherwise provided herein. (f) Tie Bids. If two or more bids received are for the some amount or unit price, quality and service being equal, and if the public interest will not permit the delay 0f readvertising for bids, the city council may accept the one it chooses or accept the lowest bid made by negotiation with the tie bidders or may utilize a public drawing. (g) Performance Bonds. The department head shall have authority to require a performance bond before enterin~ a contract in such amount as he finds reasonably necessan~ to protect the best interests of the city. If the department head requires a performance bond, the form and amount of the bond shall be described in the notice inviting bids. (Ord. 960 §§ 2, 3, 1984; Ord. 857 § 10, 1981) 622077-1 P. 5 4.04.080 Open market procedures for purchases and sales exclusive of public projects. (a) Purchases of supplies, services, equipment and the sale of personal property that do not fall under Sections 4.04.070 or 4.04.073 shall be by the open market procedures described in this section when the estimated value, exclusive of sales tax and freight, exceeds five thousand dollars ($5,000). Open market procedures may be dispensed with only when an emergency requires that an order be placed with the nearest available source of supply or when the commodiw can be obtained from only one vendor. (b) The department head shall solicit open market quotes or bids as outlined below by written requests to prospective vendors, by telephone, or by public notice posted on a public bulletin board in the citw hall. (I) At least three quotes shall be obtained from vendors for all items not exceeding $25,000, and shall be submitted to the department head who shall keep a record of all open market orders for a period of one year after the submission of bids or the placing of orders. Said record, while so kept, shall be open to public inspection (2) At least three written bids shall be submitted to the department head for items over $25,000 except professional services. Department head shall keep a record of all open market bids for a period of one year after the submission of bids or the placing of orders. Said record, while so kept, shall be open to public inspection. (3) Purchases of professional services (i) When entering a professional sen,ices contract, the skill or ability of the entity or person performing the services is a kev component of the selection criteria. The selection should therefore be on the basis of demonstrated competence and on the professional qualifications necessary for the satisfactory_ performance of the services required. Cost is only one factor in determining the selection. (ii) In these cases, the department head shall solicit requests for proposals or requests for quotations to prospective vendors either by mail, by telephone, or by public notice posted on a public bulletin board in the city hall. (iii) Proposals or quotations shall be submitted to the department head who shall keep a record of all open market orders for a period of one year. Said record. while so kept, shall be open to public inspection. 622077-1 P. 6 4.04.090 Use of purchase orders. Purchases of supplies, services and equipment in the amOunt specified in the administrative rules and regulations shall be made by purchase order. 4.04.091 Encumbrance of funds only in cases of emergency. Except in cases of emergency, the department head shall not issue any purchase order for supplies, services or equipment unless there exists an unencumbered appropriation again.~t which the purchase is to be charged. 4.04.095 Written contract required for public .... "- projects and major acquisitions and sales. (a~ Purchases and contracts, exceeding twenty-five thousand dollars ($25,000), for supplies, services, equipment and the sale of personal property,: ......... + ...... .~:~- +~.~ ,;...;+~ ~ ~'~..~, ;.. ~+: .... A aA ~ ~ ~ and including those associated with a public project as defined by the Uniform Public Construction Cost Accounting Act, Sections 22000 et seq., of the Public Contract Code, ;m Public ~-~+ ~ e~+:~ ~ ~ ~ ~. shall be by writte ~ n contract withx 1.(D The lowest responsible bidder, e~ (2) In the case of sales by the city, the highest responsible bidder; or (3) In the case of professional or personal services contracts. based on the criteria established in Section 4.04.080(b)(3)(i). Such purchases and contracts shall be pursuant to the procedures set forth in this chapter. (b) All written contracts regardless of amount shall be reviewed by the City Attorney's Office. 4.04.096 Dollar limits for approvals. (a) Purchases of supplies, services, public proiects, and equipment and the sales of personal property shall be approved by: 622077-1 P. 7 (1) The department head, if such purchases or sales do not exceed twenty-five thousand dollars ($25,000). (2) The city council, if such purchases or sales exceed twenty-five thousand dollars ($25,000). (b) All written contracts shall be approved by the city manager. All such contracts exceeding twenty-five thousand dollars ($25,000) shall be also approved by the city council. (c) All real propert~ acquisitions or real property_ lease contracts with a term of three years or more, regardless of amount, shall be approved by the city council. (d) The city council can delegate the authority described in this section, with the exception of subsection (c), to the city manager. Notice :h~11 be _..~.,:~.~A .+ ~..+ +..a .... + ~-- +~-- five A , .......... r .....~*,-,J .................... case all .... : ....... ;";+;"'-" ' otb ..... ~ .....~ ........ , m a newspaper cf general circulation, .... · ..... ;~;+; ..... ,~,~, A~+~.,.,.,.,;,~A necc,~sm'7 by tho of all ~+~' mai or .,~.~ ......... , 622077-1 P. 8 A ~A 1111 622077-1 P. 9 Section 2. Section 3. 4.04.120 Inspection, testing and acceptance responsibility. The responsibility for the inspection, testing and acceptance of all supplies, equipment and contractual services performed shall rest with the department or '?:'s;.on head concerned. 4.04.130 Surplus supplies and equipment. All using departments shall submit to the,.... ~...~.~"":'"'" .._......-m"~- Finance Department, at such Qme and in such form as he shzll prescribe_d, reports showing all supplies and equipment which are no longer used or which have become obsolete or worn out. The ..... ~' --;~-- ~ Finance Department shall have authority to sell all supplies and equipment which cannot be used by any department or which have become unsuitable for city use, or to exchange the same for, or trade in the same on, new supplies and equipment. Such sales shall be made pursuant to Section '~, .,,~., ,,,,n'~ ~ cm v,~- '~,.vr~,.. - ~-,~ ~ ~ 4.04.080, '"*';~*',,~-~,~, ~- -~: .... ~rv--~-~.~:~"~ The bid procedure may be omitted when the amount involved is less than the amount specified in Section 4.04.080 44MAh~, and the city manager gives his approval for such omission in the best interests of the city. SeverabiliW. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, 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. Effective Date. In accordance with California Government Code Section 36937, this ordinance shall take effect and be in force on the thirty-f~rst day after adoption. 622o7%1 P. 10 Section 4. Publication. Within fifteen days after the passage of this ordinance the City Clerk shall cause this ordinance or a summary thereof to 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. Introduced and adopted at a regular meeting of the City Council of the City of South San Francisco, held the __ day of ,2003. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the __ day of, 2003 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2003. Pedro Gonzalez, Mayor 622077-1 P. 1 1