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HomeMy WebLinkAbout2002-04-24 e-packetAGENDA REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM APRIL 24, 2002 7:00 P.M.* * This meeting will convene after the regular City Council Meeting 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.rr~ 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 THREE (5) MINUTES 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. EUGENE R, MULLIN Chair PEDRO GONZALEZ Vice Chair JOSEPHA. FERNEKES Boardmember RAYMOND L. GREEN Boardmember KARYL MATSUMOTO Boardmember BEVERLY BONALANZA FORD Investment Officer SYLVIA M. PAYNE Clerk MICHAEL A. WILSON Executive Director STEVEN T. MATTAS Counsel PLEASE TURN OFF CELL PHONES AND PAGERS HEARING ASSISTANCEtEQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS CALL TO ORDER ROLL CALL AGENDA REVIEW CONSENT CALENDAR 1. Motion to approve the minutes of the April 10, 2002 regular meeting 2. Motion to confirm expense claims of April 24, 2002 ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING AGENDA April 24, 2002 PAGE 2 AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM APRIL 24, 2002 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 not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address 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 Pro Tem EUGENE R. MULLIN Mayor JOSEPH A. FERNEKES Councilman RAYMOND L. GREEN Councilman KARYL MATSUMOTO Councilwoman BEVERLY BONALANZA FORD City Treasurer SYLVIA M. PAYNE City Clerk MICHAEL A. WILSON STEVEN T. MATTAS City Manager 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 · Teen Poetry Contest 2002 - Assistant Library Director Cheryl Grantano · Proclamation: National Historic Preservation Week, May 12-18, 2002, presented to Historic Preservation Commission Chairman Frank Vieira · Customer Service Award - Human Resource Director Bower · Project for Public Spaces - Senior Planner Mike Lappen · Lottery drawing for First Time Home Buyer Program - Consultant Armando Sanchez AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL · Community Forum · Subcommittee Reports CONSENT CALENDAR 1. Motion to confirm expense claims of April 24, 2002 Motion to adopt an ordinance amending Chapter 20.74.120 of the South San Francisco Municipal Code related to off-site parking requirements (city-wide) Motion to accept Tennis Drive Reconstruction complete in accordance with plans and specifications Resolution approving the preparation of the plans, specifications and cost estimates for a new central fire station and awarding a contract to Don Dommer Associates in an amount not to exceed $319,771 o Resolution approving the Oak Farms final map and subdivision improvement agreement, authorizing the recordation of the map, the agreement, and the approved DCC&R's o Acknowledgement of proclamations issued: Fair Housing Month, April 11, 2002; Police Services Volunteer Appreciation Day, Police Reserve Officer Appreciation Day, Patricia Hernandez Raffaelli, April 19, 2002; and Michael Wyman (retiree First National Bank), April 19, 2002 REGULAR CITY COUNCIL MEETING APRIL 24, 2002 AGENDA PAGE 2 ADMINISTRATIVE BUSINESS o Resolution authorizing an increase in refuse collection rates effective July 1, 2002 and authorizing the second amendment to the Agreement for Collection and Disposal of Solid Waste Matter in the City of South San Francisco PUBLIC HEARING o Resolution certifying Environmental Impact Report No. 01-006 for the Britannia East Grand Project, adopting a statement of overriding considerations and mitigation monitoring and reporting program related thereto Resolution approving General Plan Amendment GP-01-006 to delete the proposed East Grand Avenue Extension to Point San Bruno Boulevard Resolution approving PUD-01-006, UP-01-006, and DR-01-006 to allow development of a 26.9-acre office/research and development campus on a site located at the easterly terminus of East Grand Avenue in the P-1 Planned Industrial Zone District Motion to waive reading and introduce an ordinance approving a Development Agreement for the Britannia East Grand Project located at the easterly terminus of Grand Avenue CLOSED SESSION Pursuant to Government Code Section 54956.9(a) Existing Litigation: Aetna Realty v. City of South San Francisco ADJOURNMENT REGULAR CITY COUNCIL MEETING AGENDA APRIL 24, 2002 PAGE 3 StaffReport DATE: TO: FROM: SUBJECT: April 24, 2002 The Honorable Mayor and City Council Director of Economic and Community Development Lottery to Select Buyers for the Below Market Rate Unit at Villa Hillspruce RECOMMENDATION: It is recommended that the City Council conduct a lottery to select a buyer for the below market rate unit at Villa Hillspmce. BACKGROUND: To meet the Redevelopment Agency's affordable housing requirement the developer of Villa Hillspruce will be making one unit in the project available to a low- or moderate-income homebuyer. The affordable unit will be sold to either a City or a South San Francisco Unified School District employee. In addition to providing the unit at an affordable price, the City will also provide a loan of $50,000 to $100,000 to help a qualified buyer purchase the unit. In February the City advertised the affordable unit at Villa Hillspruce to City and School District employees and received sixteen (16) pre-screening applications. First Home Inc, whom the City contracted with to screen and qualify the applicants, identified ten (10) eligible buyers for the unit. With Villa Hillspruce nearing completion staff is recommending that City Council hold a lottery to rank the potential buyers for the unit. Staff is recommending that all of the eligible applicants be ranked so that alternate buyers are available if the lottery winner is unable or unwilling to proceed with the purchase of the unit. The City Council should be aware that this lottery and the resulting eligibility list is only for Villa Hillspruce. Lottery participants are not being placed on a waiting list for future units or for loans when the City begins a First Time Homebuyer program. The rational for this is that many other people interested in buying a home were not eligible to apply for Villa Hillspruce or were not interested in applying for this particular unit. These individuals and families should be given the opportunity to apply for future housing opportunities. Qualified Villa Hillspruce applicants will of course be eligible for these lotteries. Once the City has selected a buyer through the lottery, First Home will work with the buyer to obtain the necessary financing for the purchase, provide the buyer with first time homebuyer education and counseling, prepare a purchase agreement, open an escrow, and execute all requisite procedures to complete the purchase transaction. First Home will also assist the City finalize its document necessary for the City loan. We believe the buyer will be fully prepared to enter into a purchase agreement as soon as the unit at Villa Hillspruce is available for occupancy. STAFF REPORT TO: SUBJECT: DATE: Page 2 Honorable Mayor and City Council Lottery to Select Buyers for the Below Market Rate Unit at Villa Hillspruce April 24, 2002 Since each buyer has different needs, specific details on the terms of the loan will be worked out once a buyer is selected. The City's low-interest loan to the buyer will range between $50,000 and $100,000 depending on need. Details on an appreciation share and subsequent share reduction to encourage employee retention will also be worked out in the next few weeks. Finally, the City Council should note that the City will not incur any costs for the services provided by First Home. As part of the purchase, the buyer will responsible for paying First Home 1% of the purchase price as part of the closing costs. To reduce the cost burden, the City will allow the buyer to include this cost as a fee payable through the City's loan. CONCLUSION: It is recommended that the City Council conduct a lottery to rank the applicants interested in purchasing the affordable unit at Villa Hillspruce. Economic and Community Development Approved M~c ae ~ son City Manager MAW:MVD:AFS ADMINISTRATIVE BUSINESS Resolution authorizing an increase in refuse collection rates effective July 1, 2002 and authorizing the second amendment to the Agreement for Collection and Disposal of Solid Waste Matter in the City of South San Francisco PUBLIC HEARING o Resolution certifying Environmental Impact Report No. 01-006 for the Britannia East Grand Project, adopting a statement of overriding considerations and mitigation monitoring and reporting program related thereto Resolution approving General Plan Amendment GP-01-006 to delete the proposed East Grand Avenue Extension to Point San Bruno Boulevard Resolution approving PUD-01-006, UP-01-006, and DR-01-006 to allow development of a 26.9-acre office/research and development campus on a site located at the easterly terminus of East Grand Avenue in the P-1 Planned Industrial Zone District Motion to waive reading and introduce an ordinance approving a Development Agreement for the Britannia East Grand Project located at the easterly terminus of Grand Avenue CLOSED SESSION o Pursuant to Government Code Section 54956.9(a) Existing Litigation: Aetna Realty v. City of South San Francisco ADJOURNMENT REGULAR CITY COUNCIL MEETING APRIL 24, 2002 AGENDA PAGE 3 StaffReport DATE: April 24, 2002 TO: The Honorable Mayor and City Council FROM: Director of Public Works SUBJECT: Tennis Drive Reconstruction Project 51-13232-9224 (ST-00-5), Bid No. 2302 RECOMMENDATION: It is recommended that the City Council, by motion, accept the Tennis Drive Reconstruction project as complete in accordance with the plans and specifications. BACKGROUND: Tennis Drive is an important entry for public access to Orange Park and its many amenities. Also, the drive is extremely important to the residents who use it as their primary access to their garages and homes. This project reconstructed the street to provide a smooth and even traveled surface. Resident's driveways were defined and access to all the existing gates were provided. A new fence was installed on the City's property line and the area between the driveways was landscaped as well as the area adjacent to the tennis courts. The project has been inspected by City staff and is complete in accordance with the plans and specifications. Acceptance of the project will provide authorization for staff to file a Notice of Completion and to release the payment performance bond and ten percent retention at the end of the thirty-day lien period. FUNDING: The construction project was completed at a cost of $751,107.24. Funds in the amount of $900,000.00 have been set aside in the 2001-02 Capital Improvement Program (CIP) to cover the costs for construction and construction management by the City. Staft Report To: Re: Date: Page: The Honorable Mayor and City Council Tennis Drive Reconstruction April 24, 2002 2 of 2 Design and City Administrative Costs Construction Construction Administration & Inspection TOTAL $100,000.00 $751,107.24 $ 3O,OOO.OO $881,107.24 John Director,6f Publi Works Approved: Micha~el A~wil~/sCn~ City Manager FK/JG/ed StaffReport DATE: TO: FROM: SUBJECT: April 24, 2002 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of Ordinance Previously Introduced RECOMMENDATION: Adopt the ordinance. BACKGROUND/DISCUSSION: Council has previously waived reading and introduced the following ordinance. The Ordinance is now ready for adoption. AN ORDINANCE AMENDING CHAPTER 20.74 ENTITLED "OFF-STREET PARKING AND LOADING REGULATIONS," SECTION 20.74.120, "LOCATION." (Introduced 04/10/02 - Vote 5-0) ) ~ /~ ichael A Wilson, City Manager By: · Steven ~attas,ld .~.._City Attorney Enclosure: Ordinance IN THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO ORDINANCE NO. AN ORDINANCE AMENDING CHAPTER 20.74.120 OF THE SOUTH SAN FRANCISCO MUNICIPAL CODE RELATED TO OFF-SITE PARK1NG REQUIRF. MENTS WHEREAS, the Planning Commission, after a duly noticed public hearing on March 7, 2002, recommended that the City Council adopt an ordinance that allows a parking lease agreement to be used in lieu of a parking easement in those cases where the required on site parking spaces for a particular use exceed those available on site and the applicant desires to use adjacent or nearby property to satisfy the parking requirements; and, WHEREAS, the sharing of parking spaces between adjacent or nearby property owners is consistent with the General Plan. Specifically, the Transportation Element of the General Plan encourages exploring opportunities to share existing parking facilities in order to reduce the amount of land needing to be converted into new parking lots (see Policy 4.3-1-13). Because the amendment facilitates shared parking by allowing adjacent or nearby property owners to contract for the use of a single parking facility, this amendment furthers General Plan Policy 4.3-1-13; and, WHEREAS, pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines, this ordinance is exempt from CEQA based on the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Section 15061(b)(3) states that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. In this case, the ordinance allows an applicant to substitute a lease agreement for parking in lieu of a parking easement. The amendment refers to the type of legal document required to satisfy the off-site parking requirements of the Zoning Code. The amendment does not confer a right to proceed with a project but rather every project subject to the requirements of Chapter 20.74 must undertake a separate environmental analysis prior to project approval. NOW THEREFORE, the City Council of the City of South San Francisco does ORDAIN as follows: Chapter 20.74, Section 20.74.102 (b), "Location" of the City of South San Francisco Municipal Code is amended to read as follows: Parking spaces for all non-residential uses shall be located on the same lot or parcel as the facility or use to be served, except that an adjacent contiguous, or other proximate property (i.e. within 500 feet) may be used by the permitee for the parking spaces subject to approval of a conditional use permit if either of the following occurs: 1) The owner of record of the adjacent, contiguous or other proximate property submits a title report for the parcel and a covenant running with the land, or an easement, which (1) describes the parcel and obligates it for parking purposes free and clear of exceptions which would interfere with the use, (2) describes the obligation of the party to maintain the parking facility, and (3) describes the parking facility by a parking diagram approved by the planning commission. The covenant running with the land, or easement, shall be subject to the approval of the city attorney and shall be recorded in the county recorder's office; or 2) The permittee enters into a parking lease agreement with the owner or owner's agent of the adjacent, contiguous or other proximate property that states 1) the number of spaces subject to the lease; 2) the days and hours of operation when the parking will be leased and 3) a description of the facility, including a parking diagram. This agreement shall be signed by both the permittee and property owner or agent of the property owner authorized to bind the owner and shall be subject to the approval of the city attorney and recorded in the county recorder's office. (a) This lease agreement shall be subject to review and approval by the approving body for the Use Permit. (b) Any Use Permit for which a lease for parking is used to satisfy the requirements of this section shall include a condition of approval which states the Use Permit is subject to revocation if the lease for parking is terminated. The Use Permit shall also contain a condition of approval requiring the permittee to provide written notice to the City of termination of ~he lease. 2. PUBLICTION AND EFFECTIVE DATE This Ordinance shall be published once, with the names of those City Councilmembers voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of South San Francisco, as required by law, and shall become effective thirty (30) days from and after its adoption. 3. SEVERAB~ITY In the event any section or portion of this ordinance shall be determined invalid or unconstitutional, such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the day of ,2002. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of 2002 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 2002. \XMULDER\VGATTRELL\file cabinet\Current Ord's\off site parking 3_11_021 .doc OStaffReport DATE: April 24, 2002 TO: The Honorable Mayor and City Council FROM: Director of Public Works SUBJECT: New Central Fire Station Project No. 51-13232-9921 (PB-99-1) RECOMMENDATIONS: It is recommended that the City Council adopt a resolution to approve preparing the plans, specifications and cost estimates for a new Central Fire Station and awarding a contract to Don Dommer Associates, Oakland, CA in the amount not to exceed $319,771. BACKGROUND: The City of South San Francisco retained the firm of Marcy Li Wong Architects to identify deficiencies in the City of South San Francisco's five fire stations. The report was completed and submitted on August 6, 1998. It was recommended that a new fire station be built to replace the existing Central Fire Station, as the cost to upgrade would be more than tearing down the old station and building a new station. The City sent out a request for proposals on November 20, 2001. Eleven consulting firms responded. The top four firms were interviewed by February 6, 2002. The selection panel consisted of personnel from the Fire and Engineering Departments. They selected the firm of Don Dommer Associates as the best qualified for this project. The firm has designed over 40 fire stations and will have direct design involvement by the principal and impressed the panel with their knowledge of the potential problems that may come up and the possible solutions to them. FUNDING: Council has authorized $3,000,000 for this project in the 2001-2002 Capital Improvement Program (CIP). It is anticipated that a 9,000 square foot fire station can be built at a cost of 2,100,000 and $900,000 will be for the design, construction, contingency, and construction management. Director of Public Works Approved: Ml~s o~n~ City Manager ATTACHMENTS: FK/JG/ed Resolution Don Dommer Associates Service Agreement RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE PREPARATION OF THE PLANS, SPECIFICATIONS AND COST ESTIMATES FOR A NEW CENTRAL FIRE STATION AND AWARDING A CONTRACT TO DON DOMMER ASSOCIATES IN AN AMOUNT NOT TO EXCEED $319,771 WHEREAS, staff desires to award a contract to Don Dommer Associates in an amount not to exceed $319,771 for the new Central Fire Station project; and WHEREAS, Council has authorized $3,000,000 for this project in the 2001-2002 Capital Improvement Program budget. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the preparation of the plans, specifications and cost estimates for a new Central Fire Station and awards a contract to Don Dommer Associates in an amount not to exceed $319,771. 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: F:\file cabinet\Current Reso's\4-16new.central.ftre.station.doc ATTEST: City Clerk CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND DON DOMMER ASSOCIATES THIS AGREEMENT for consulting services for design of a new Central Fire Station is made by and between the City of South San Francisco ("City") and DON DOMMER ASSOCIATES("Consultant") as of April 24, 2002. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and any exhibits, the Agreement shall prevail. 1.1 Term of Services. Consultant shall complete the services it has agreed to perform under this Agreement by June 30, 2004. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement prior to the date referenced above. 1.2 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. In the event of termination, Consultant shall be entitled to compensation for services performed up to and including the effective date of termination; however, in addition to the terms in subsection 2.7, City may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, video and audio tapes, and other materials provided to Contract or prepared by or for Consultant or the City in connection with this Agreement. 1.3 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Simil~ly, unless authorized by the City Manager, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 1.4 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between City of South San Francisco and Don Dommer Associates April 4, 2002 Page 1 of 14 class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.5 Assianment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire, reassign such person or persons. 1.6 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.4 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $319,771, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified herein shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 2 of 14 April 4, 2002 · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time. necessary to complete the work described in Exhibit A; · The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $10,000. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 1. Travel and per diem expenses. 2. Photographic expenses. 3. Reproduction and delivery expenses. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of ALL taxes incurred under this Agreement. 2.7 Payment upon Termination. In the event that the City terminates this Agreement, City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. If Consultant fails to Consulting Services Agreement between City of South San Francisco and Don Domraer Associates April 4, 2002 Page 3 of 14 maintain proper documentation for costs and expenses incurred in performing the services authorized in this Agreement, Consultant shall not be entitled to payment or reimbursement for said costs. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any additional services whatsoever under the terms of this Agreement until an Amendment to this Agreement has been executed by the City Manager and Consultant. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. 4.1 Workers' Coml~ensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Risk Manager. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 4 of 14 April 4, 2002 4.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum SCOl~e of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: ao City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 5 of 14 April 4, 2002 4.3 bo The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. Co An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e° An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: ao The retroactive date of the policy must be shown and must be before the date of the Agreement. bo Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 6 of 14 April 4, 2002 Co If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. do A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Accel~tability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of CoveraRe. Certificates of Insurance that indicate the required coverage shall be submitted as Exhibit B and made part of this Agreement prior to execution of this Agreement. In no event shall the Consultant or its subcontractors, agents, employees or officers begin work under this Agreement unless said evidence of insurance coverage has been received and approved as to form by the Risk Manager. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The Risk Manager may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of Risk Manager for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of the Risk Manager, Consultant may increase such deductibles or Self-insured retentions with respect to City, its officers, Consulting Services Agreement between City of South San Francisco and Don Dommer Associates April 4, 2002 Page 7 of 14 employees, agents, and volunteers. The Risk Manager may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coveral~e. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement and/or withhold any payment that becomes due to Consultant hereunder, until Consultant demonstrates compliance with the requirements hereof. · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend (with Counsel approved by City), and hold harmless City and its officials, officers, employees, agents, and volunteers from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents.~ ~ 5.1 The foregoing obligation of Consultant shall not apply t/the extent the injury, loss of life, damage to property, or violation of law arise~ from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. Consulting Services Agreement between City of South San Francisco and Don Dommer Associates April 4, 2002 Page 8 of 14 5.2 PERS Indemnity: In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System CPERS") to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City from payment for any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as from payment for any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the fight to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.5; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 6.2 6.1.1 PERS Waiver: Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant No A~tent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 GoverninR Law. The laws of the State of California shall govern this Agreement. 7.2 Comlffiance with Al~lfficable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Affirmative Action in Employment. Consultant shall comply with any Affirmative Action Program and Equal Employment requirements of the City or, Consulting Services Agreement between City of South San Francisco and Don Dommer Associates April 4, 2002 Page 9 of 14 7.3 7.4 Section 8. if funding for the services is provided by another government agency, the Affirmative Action and Equal Employment requirements of the agency. During the performance of this Agreement, Consultant agrees that neither the Consultant nor its subcontractors will discriminate against any employee or applicant for employment because of race, color, religion, gender, sexual orientation, handicap, age, or national origin. Consultant agrees to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, handicap, gender, sexual orientation, age, or national origin. Consultant shall incorporate the Affirmative Action provisions of this Agreement in all sub-consultants for services covered by this Agreement. Upon request of City or other government agency providing funds for this Agreement, Consultant shall provide reports and/or documents to City or funding agency demonstrating compliance with the terms hereof. Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. MODIFICATIONS. 8.1 Amendments. The parties may amend this Agreement only by a writing signed by the City Manager and Consultant. 8.2 AssiRnment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 10 of 14 April 4, 2002 Section 9. 9.1 9.2 9.3 Section 10 contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.3 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. KEEPING AND STATUS OF RECORDS. Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant under this Agreement. Insl~ection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. MISCELLANEOUS PROVISIONS. Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 11 of 14 April 4, 2002 10.1 10.2 10.3 10.4 10.5 10.6 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Successors and Assiens. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Conflicts of Interests. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. 10.6.1 Government Code §1090 Disclosure: Consultant hereby wan'ants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee or official of the City; or, if it was an employee, agent, appointee or official of the City in the previous twelve months, that it did not participate in any manner in the forming of this Agreement. Consultant understands that if this Agreement is made in violation of Government Code §1090 et.seq., that the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Consultant Initials Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 12 of 14 April 4, 2002 10.8 10.9 10.10 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. Contract Administration. This Agreement shall be administered by the City Engineer ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Notices. Any written notice to Consultant shall be sent to: 10.11 Any written notice to City shall be sent to: City of South San Francisco, City E~ginee~ ~..3'~ ~ 315 Maple Avenue South San Francisco, CA 94080 Professional Seal. Where applicable in the' determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12. InteRration. This Agreement, including exhibits attached hereto and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 13 of 14 April 4, 2002 CITY OFSOUTH SAN FRANCISCO CONSULTANT Michael A. Wilson, City Manager [NAME, TITLE] Attest: Sylvia Payne, City Clerk Approved as to Form: Steven T. Mattas, City Attorney Consulting Services Agreement between City of South San Francisco and Don Dommer Associates Page 14 of 14 April 4, 2002 EXHIBIT "A" SCOPE OF SERVICES & SCHEDULE SOUTH SAN FRANCISCO CENTRAL FIRE STATION February 25, 2002 1.0 ARCHITECT'S SCOPE OF SERVICES 1.1 We have developed a scope of services based on the City's RFP, preliminary program and discussions with City staff. The key elements of the program include: · 1 A new two-story Single Engine Company station with Paramedics and Battalion Chief. The on duty crew consists of engine company of 3 to 4, paramedic of 2 and a battalion chief for a total of eight. In addition to the normal fire station components the program includes a training/conference room seating 75. .2 The estimated area for the fire station program is about 9,900 SF including 25% for circulation, layout and walls. Fifteen on site parking spaces is requested. For preliminary planning purposes a room-by-room program of 9,900 SF is attached. .3 The building construction may be wood frame, concrete masonry or pre-engineered metal building. .4 A preferred site has been identified· It is located at the NW comer of North Canal Street and Linden Avenue and is about 33,000 SF in area. The zoning allows a fire station although Design Review is required. .5 A nearby back up site has been identified that is less desirable due its location and smaller site area. .6 The City has a fixed all-inclusive budget of $3 million. The City and Architect agree that the site and building construction budget is $2.1 million. Our preliminary estimate is that the funds will support a building and site development up to 9,500 SF. .7 The City and the Architect agree to help ensure meeting construction budget that the Architect can develop a base bid design package approximately 90% of the budget with an additional 10% of add alternates totaling a 100% of the construction budget. This approach will have an impact on the building area and fire station program. .8 he City and the Architect shall develop a mutually agreeable schedule setting out times for each other's performance. If not the fault of the Architect fees will be adjusted for the cost of living if the completion of construction documents exceeds 12 months and completion of construction beyond 24 months. TASK 2.0 EVALUATION, PLANNING AND CHANGES IN SERVICES 2.1 2.2 2.3 2.4 All work shall be in conformance with the City of South San Francisco's standard construction specifications. The Architect shall review the information furnished by the City of South San Francisco under this Agreement, including the City of South San Francisco's preliminary program, schedule and budget for the Cost of the Work, each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the City of South San Francisco of any other information or Architect services that may be reasonably needed for the Project. The Architect shall review the City of South San Francisco's proposed method of contracting for construction services and shall notify the City of South San Francisco of anticipated impacts that such method may have on the City of South San Francisco's program, financial and time requirements, and the scope of the Project. The following constitutes, for the Architect, a change in services in addition to those included in the sample contract: .1 .2 .3 .4 .5 .6 Review of Contractor's submittals beyond the initial and one resubmittal. Review of substitution submittals beyond the initial. Response to the Contractor's excessive requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other South San Francisco-provided information, Contractor- prepared coordination drawings, or prior Project correspondence or documentation. Delays in completing the project or meeting the approved schedule beyond the Architect's control including accumulative project delays by the City of South San Francisco beyond the schedule described in Task 1.1.10 and 1.1.11. The only measure of damage that can be levied by the City to meet the construction budget including the final budget shall be a redraw requirement. Evaluation of an extensive number of claims submitted by the Contractor or others in connection with the Work. Preparation of design and documentation for alternate bid or proposal requests proposed by the City of South San Francisco beyond the project budget or scope of work. Contract Administration Services provided 30 days after the date of Substantial Completion of the Work. TASK 3.0 SOUTH SAN FRANCISCO DUTIES 3.1 The following services are not included in our scope of services and we assume that the City will furnish these services: · 1 Initial Study (CEQA) or other Environmental Documentation. .2 Provide hazardous material inves, tigation and abatement. .3 Indemnify and hold harmless Don Dommer Associates and its Architects from all claims, damages, losses and expenses, including attorney fees arising out of or resulting there from the use of CADD drawings or data by City or its contractors at their sole risk and without liability or legal exposure to Don Dommer Associates or its Architects. .4 Provide requirements and cabling for telephone and data .5 Adequate project and construction management. .6 Approve phases of work and adjust budget or scope of work if required. .7 Provide meeting minutes throughout the project. .8 Provide all City drawings and specification standards during mid Design Development. .9 Provide advertising, printing, and distribution of bid documents. TASK 4.0 PREDESIGN/PROGRAMMING 4.1 DATA COLLECTION 4.1.1 Start-up .1 The City schedules a startup meeting with building committee to establish the objectives, priorities, schedule, budget, methods of data collection and analysis. The Ci~ delivers any other pertinent information such as near by geotechnical reports. The.._Ci~t7iprepares minutes of the start-up meeting, documenting project goals, objectives, scheduling, budget and procedures and methods, and distributes minutes to the Building Committee for review and comments. 4.1.2 The Architect develops and implements data collection techniques, as established during the startup meeting. Typically we find face-to-face interviews and work sessions to be the most productive. 4.2 4.3 .1 .2 .3 .4 .5 The Architect and Building Committee tour and evaluate recently built fire stations of similar size and scope. The Architect reviews any existing pertinent information and standards provided to them by the City. The Architect documents relevant building codes, requirements of the American Disability Act and other building issues. The programming process will include discussions, decisions, and floor plan diagrams to determine the locations of major functions. The Architect meets with Building Committee up to 4 times to gather and review all pertinent data over a 30 day period. DATA ANALYSIS AND PROGRAMMING .1 .2 .3 .4 .5 The Architect analyzes and interprets data gathered. Based on findings, the Architect develops a detailed, room-by-room activity program and submits it to the Building Committee for review. Data/telephone requirements will be developed in the programming phase. Architect provides Building Committee copies of the findings of data analysis, program alternatives and a listing of code requirements for their review. The Architect and Building Committee establish final program, with contingencies if needed. The Architect meets with Building Committee one time to discuss findings and evaluate proposed programs. If any arise, focus groups may be used to resolve controversial programmatic issues. DESIGN ALTERNATIVES AND BUII,DING TECHNOLOGY .1 .2 .3 .4 .5 .6 The Architect uses program requirements to develop two or three alternative conceptual designs of possible site and interior layouts. Illustrate schemes with plans, sections and sketches. The Building Committee evaluates alternative schemes and selects desired scheme. Cost estimator prepares a conceptual Statement of Probable Cost for the alternative schemes. Refine the selected Conceptual Design and review conceptual cost estimate. The Architect meets Building Committee two times for evaluation purposes. TASK 5.0 DESIGN SERVICES 5.1 5.2 The Architect's design services shall include normal civil, structural, mechanical, and electrical engineering, landscape architecture, and cost estimating services. In addition the Architect is providing a geotechnical investigation, review and field observation and a boundary and topographic survey including fight of ways and existing utilities. The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and budget for the Cost of the Work. The documents shall establish the schematic design of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include a site plan, if appropriate, and preliminary building plans, sections, elevations, architectural colored rendering and Statement of Probable Cost. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. 5.3 .1 The Architect, City staff and building committee shall meet up to 4 times during this phase. The Architect shall attend up to 3 design review hearings. Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Statement of Probable Cost. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations and equipment layouts. The Design Development Documents shall include outline specifications that identify major materials and systems and establish in general their quality levels. .2 The Architect, City staff and Building Committee shall meet up to 4 times during this phase. TASK 6.1 6.2 6.3 TASK 7.1 7.2 7.3 7.4 TASK 8.1 6.0 CONSTRUCTION DOCUMENTS The Architect shall provide Construction Documents based on the approved Final Design Documents and final Statement of Probable Cost. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. During the development of the Construction Documents, the Architect shall develop the General Requirements using our Standard Specification Sections. The Architect also shall compile the Project Manual that includes the General Requirements, and Technical Specifications. The Architect, City staff and Building Committee shall meet up to 6 times during this phase. 7.0 COMPETITIVE BIDDING The Architect shall assist the City of South San Francisco in developing a list of potential bidders. The Architect shall participate in a pre-bid conference for prospective bidders. Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. The Architect shall assist the City in evaluation of bids. 8.0 CONSTRUCTION ADMINISTRATION SERVICES GENERAL ADMINISTRATION .1 .2 .3 The Architect shall assist in the administration of the Contract between the City of South San Francisco and the Contractor as set forth below and in the General Conditions of the Contract for Construction. Modifications made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Amhitect. The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the City of South San Francisco of the final Certificate for Payment. The Construction Manager shall be a representative of and shall advise and consult with the City of South San Francisco during the provision of the Contract Administration Services. 4 8.2 .4 .5 .6 .7 The Architect shall have authority to act on behalf of the City of South San Francisco only to the extent provided in this Agreement unless otherwise modified by written amendment. Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the City of South San Francisco and Architect, with consent of the Contractor, which consent will not be unreasonably withheld. The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. The Architect shall interpret and decide matters concerning performance of the City of South San Francisco and Contractor under, and requirements of, the Contract Documents on written request of either the City of South San Francisco or the Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both City of South San Francisco and the Contractor, shall' not show partiality to either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. EVALUATION OF THE WORK .1 .2 .3 .4 .5 The Architect shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the City of South San Francisco and the Architect (1) to become generally familiar with and to keep the City of South San Francisco informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the City of South San Francisco against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control over nor charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. Our services include site visits as follows: up to 24 site visits (about twice a month for 12 months) by the Architect over the duration of the Project during construction, including one visit to determine if Work is substantially complete. The engineers/landscape architect will make up to 12 additional site visits total, as appropriate. This frequency of visits has proven to be adequate, but we can provide additional site visits at $500 per visit. The Architect shall report to the City of South San Francisco known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. The Architect shall at all times have access to the Work wherever it is in preparation or progress. Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the City of South San Francisco shall endeavor to communicate with .6 .7 .8 .9 .10 .11 the Contractor through the Construction Manager about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's Consultants shall be through the Architect. The Construction Manager along with the Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts. The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the City of South San Francisco, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. Our services include up to two reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor. Additional reviews will be performed on an hourly basis. The Construction Manager shall prepare Change Orders and Construction Change Directives. The Architect shall supply supporting information. The Architect and Construction Manager shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; shall receive from the Contractor and forward to the City of South San Francisco, for the City of South San Francisco's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor. 9.0 SCHEDULE THROUGH COMPLETION OF CONSTRUCTION DOCUMENTS Notice to Proceed and signed agreement. Week 1 - 4 Project start up and programming Week 4-5 Week 5 Week 6-8 Week 7-12 Week 13 - Week 13-14 Week 14-18 Week 19 Week 24 Week 25 Week 30 Week 32 Week 34 Concept alternatives City secures development site or project is delayed. Architect's consultants undertake the geotechnical investigation and survey. Schematic Design City reviews Schematic Design Design Review approval process Design Development City reviews Design Development Complete 60% Construction Documents City review Complete 95% Construction Documents City plan check & City review Complete 100% Construction Documents and turn over to the City 10.0 FEE PROPOSAL See separate attachment of fees. DON DOMMER ASSOCIATES Architects and Planners 1144 65th Street, ;Suite G, Oakland, Califor.la 94608 Fax Transmittal Date: bLarch 21, 2002 / From: Jo~e Coelho ~ '~ Don Domm¢£ Associates 1144 65'h Street, Suite G Oakland, CA 94608 510.655.7793 Fax Number: 650-829-6689 Fax Number: 510.655.722.5 PsO/ect: New Central Fire Station Pr o / e c t Number: Number of Sheets: 2 Comments: Fred, Attached is the revised Fee Estimate as we discussed earlier. Thanks, Jose Coelho FEE ESTIMATE Project: South San Francisco Fire Station Date: Revised March 21, 2002 !Discipline: IArchltect: ILandscape: 1Civil: IStructural: IMechanlcah IElectrlcah Icost Estimate: IEnergy: IConsultant Sub-Totals; Consultant Markup ISUB-TOTALS: IGeotechnical: ]Surveyor: Consultant Sub-Totals: !Consultant Markup ISUB-TOTALS: ITOTALS: !Ptott nglPrinting/Disposa[: I IGRAND TOTALS: Predesign $ 15.125 $ $ $ 1,000 $ $ $ 800 216 17.14115 20,000 I $ 2,8oo I $ 22,800 I $ 2,736 25,53¢ I $ 42.677 ] $ 42,67715 Schematic $ 22.996 $ $ $ $ 1.360 $ $ 1.350 S 960 $ 2,500 J s 1.88o I s DO 20,000J 2.120 3.040 3,840 3,600 5,000 2.700 CD'S 60,000 5,400 9.8g0 22.520 5.650 11.300 8.45O $ $ $ $ 8,030{$ 20,300 t $ 63,21015 964 2.,436 7,585 31,9g0 [ $ 42,736 I S 130.755 I $ to5ol$. 2.o5ois Is Is Is Is 1,176 I $ 2,296 [ S I S 33,166 I $ 4S,032 I $ 130.766 [ $ 4,000 I $ 2,000 [ $ 3,000 I $ 37,166 [ S 47,032 I $ 133.7~5 [ $ Bid 2,000 95 260 245 155 240 CA TOTALS: $ 30.000IS 150.121l 1.285 $ 6.900' $ 3,380 $ 17.930 $ 6,365 $ 35,320 $ 2,280 $ 12,645 $ 3,000 $ 22.040 $ $ 13,810 $ $ $ 260.766 995[$ 16,310 119 1,9575 13.277 3,11415 48,267 .$ 274,043 ~ I $ "6,000- $ 29,100 J $ $ 2800 $ 6,000 72O $ 3.828_ I S 6.720 I $ 35,728 I 3,114 I S 54,987 ) $ 300.771 lOO [ $ goo I $ ~o.ooo 3,214 I S ss,es7 I S 319,771 ?J i1-1(-"1' .("r3 ~'1'~1-~7 TF 'JPl,I CFF)¢Qq 17ITC. t 'n~ ~Mn~,-4 c;:lIH['3nc;c:;H ;~qLann NFId : HFIH:J Preliminary Project Budget South San Francisco Central Fire Station Building Area in sf Lot Area in sf (this area may vary) Ratio of Lot Area to Floor Area Construction Cost Estimate Building Cost $/sf (incl.site & building) Additional Escalation @4%/yr Soft Costs @ 36% of Construction Costs Other Costs Total Project Costs 9,500 1 33,000 3.47 $2,150,000 2 $226 $0 3 $774,000 4 $75,774 5 $3,000,000 Legend 1 Building area and program to be adjusted to fit budget 2 Total of base bid and 10% add alternates t 3 Construction is anticipated to start in a 12-14 months 4 Soft Cost Breakdown as a % of Construction Cost Architect/Engineer Fees (12-14%) Geotechnical and Survey (1.5%) Project Management (3-5%%) Permits/Utility Fees (4% or more) Design and Consultant Contingency (10% of construction) Furniture, Fixtures & Equipment (3% allowance) Printing/Advertising (1% or less) 5 Other Costs Telephone, cabling or alarm/multiplexing equipment Not included in above Site purchase, demolition or hazardous material abatement Developed as a starting point I I I TRIAL PROGRAM FOR SOUTH SAN FRANCISCO CENTRAL FIRE STATIC SPACE NUMBER AREA TOTAL/SF Apparatus Bays I 2,975 2,975 Work Shop Alove 1 60 60 Boi-harzard Room 1 100 100 SCBA/compressor 1 100 100 Turnout 1 220 220 Entry 1 60 60 Handicapped Accessible Toilet 1 50 50 Office 3 140 420 Battalion Chief Suite 1 190 190 Training/Conference 75 15 1,125 Kitchen/Dining 1 360 360 Dayroom I 280 280 Physical Fitness 1 300 300 Laundry/Storage 1 50 50 Bedrooms 8 130 1,040 Locker/showers 2 250 500 Janitor/Mechanical/Electrical/Telephone 2 50 100 Subtotal 7,930 Circulation, walls and layout 25% 1,983 Total 9,913 Notes Program may exceed budget limitations NOTES I @ 75'&2 @ 50' 2~7~2 24 lockers Small public entry Locate near entry & training/conf, room Entry office/medic, captain & BC Sleeping and toilet May be future phase Chair seating for 8 Develop to fit wellness program Lockers located in lockers/shower space Staff Xeport DATE: April 24, 2002 TO: The Honorable Mayor and City Council FROM: Director of Public Works SUBJECT: The Oak Farms Subdivision Final Map (SA-99-067) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the Oak Farms final map and subdivision improvement agreeme, nt and authorizing the recordation of the map, the agreement, the approved Declaration of Covenants, Conditions and Restrictions (D.C.C.&R.'s) and any related documents. BACKGROUND The City Engineer and the City's technical reviewer, with the concurrence of all affected City departments and divisions, have determined that the Oak Farms Final Map, on-site improvement and landscaping drawings, public street frontage improvement plans, D.C.C.& R's and related documents are in compliance with the Subdivision Map Act, the City's Subdivision Ordinance and all applicable tentative map conditions of approval for the Oak Farms development. The final map, subdivision improvement agreement and D.C.C.&R.'s have been signed by the Subdivider. The developer has previously entered into a development agreement for the project to provide for affordable housing within the subdivision. The Oak Farms Final Map will subdivide the property into 32 single-family detached-home lots. Each lot will be served by private roads (Farm Road and Farm Court), private sewers and private storm drains, which will be maintained by a homeowners association. The lots will also be served by public utility easements that overlay the private streets, the dedication of which is being accepted by the City on behalf of the public; however, no easements, roads, utilities or other improvements are offered for dedication to the City of South San Francisco, to be owned or maintained by the City within the boundaries of the subdivision. In addition to the typical frontage improvements to be constructed along Commercial and Oak Avenues, the developer will be improving half of the 80-foot wide Oak Avenue street right-of-way to current City standards. This improvement and other work are secured by the attached subdivision improvement agreement. Staff Report To~ Re: Date: The Honorable Mayor and City Council The Oak Farms Subdivision Final Map April 24, 2002 Page: 2 of 2 The developer has previously installed a new sewer main and storm drainage system within Commercial Avenue to serve the subdivision. The attached resolution will approve the final map, approve the Oak Farms subdivision improvement agreement, and authorize the recordation of the Oak Farms final map, improvement agreement, D.C.C.& R.'s and any related documents. Direct/or of Public Works Approved: Michael A. Wilson City Manager ATTACHMENTS: Resolution Final Map Location Map Improvement Agreement RH]JG/ed RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE OAK FARMS FINAL MAP AND SUBDMSION IMPROVEMENT AGREEMENT AND AUTHORIZING THE RECORDATION OF THE MAP, THE AGREEMENT, THE APPROVED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND ANY RELATED DOCUMENTS WHEREAS, the City Engineer and the City's technical reviewer, with the concurrence of all affected City departments and divisions, have determined that the Oak Farms Final Map, on-site improvement and landscaping drawings, public street frontage improvement plans, D.C.C.&R.'s) and related documents are in compliance with the Subdivision Map Act, the City's Subdivision Ordinance and all applicable tentative map conditions of approval for the Oak Farms development. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the Oak Farms final map and Subdivision Improvement Agreement and authorizes the recordation of the map, the agreement, the approved Declaration of Covenants, Conditions and Restrictions (D.C.C.&R's) and any related documents. BE IT, FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco. 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk F:~fie cabinet\Current Reso's\4-16oak.farms.res.doc SFI~-'T I ~ 2 VOL 4687 DE[DS ~-.~-- l ,/,/./ / // // X \ LINE TABLE ~20F2 ,~-99-067 SUNSHINe GARDENS SCHOOL I LOCATION MAP OAK FARMS SUBDIVISION SCALE: 1" = 400' SUBDIVISION IMPROVEMENTS AGREEMENT BETWEEN CITY OF SOUTH SAN FRANCISCO AND STANDARD BUILDING COMPANY FOR OAK FARMS SUBDIVISION (SA-99-067) This AGREEMENT dated I~ _ [[ ~ /9 '2--- , 2002, is by and between the City of South San Francisco, a municipal corporatiqn, hereinafter designated "City," and Standard Building Company, Inc., a corporation, hereinafter designated "Subdivider." RECITALS WHEREAS, Subdivider has presented to City for approval final Subdivision maps, hereinafter designated "maps," entitled Oak Farms; 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 the Subdivision, which plans and specifications are described in Exhibit "A" attached to 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 ,2002, 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 California 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: AGREEMENT 1. Performance of Work Subdivider shall, at its sole cost and expense, 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 "A" attached and incorporated. The cost of such improvements and required items of work is estimated to be One Hundred and Sixteen Thousand Dollars and 00/100 Cents ($116,000.00). Subdivider shall also do all the work and shall, at its sole cost and expense, 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 City Engineer All of the work is to be done at the places, and with the necessary materials, in the manner and at the grades 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 May 1, 2002, and for its completion to be within one (1) year 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 in 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. Utility Deposits - Statement Subdivider shall file with the City Clerk, on or before July, 1, 2002, 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 sole cost and expense, obtain all necessary permits and licenses for the construction of improvements, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider Subdivider shall personally supervise the work on the improvements, or have a construction contractor, competent foreman or superintendent on the work site at all times during construction, with authority to act for Subdivider. Subdivider shall obtain the approval of the City Engineer before using a construction contractor, competent foreman or superintendent to supervise work on the improvements. Prior to granting approval, the City Engineer shall determine that said construction contractor, competent foreman or superintendent to supervise is qualified to perform such duties. 9. Inspection by City Subdivider shall at all times maintain proper facilities, and shall 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 amount 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 "A" 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 3 (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 fonn 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 any 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 to the approval of the City Attorney as to form, amount and carder. (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 has 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 has been so obtained and approved. All requirements shall appear either in the 4 body of the insurance policy or in endorsements and shall specifically bind the insurance carrier. Subdivider 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 signing 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 with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement." (b) Commercial General Liability Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) 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 TWO MILLION DOLLARS ($2,000,000) 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 ONE MILLION DOLLARS ($1,000,000) 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 TWO MILLION DOLLARS ($2,000,000), insuring Subdivider against damages sustained as a result of any action or actions at law or in equity, any claims or demands brought as a result of any breach or alleged breach of any contract, or provisions thereof, and/or as a result 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 (b), (c) and (d) shall be in an aggregate amount of not less than Five Million Dollars ($5,000,000) 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 carrier. 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 policy of insurance: 5 "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 carrier is required to give City at least thirty (3 0) 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 constructed 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 6fthe 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 catastrophic 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 i'epairs 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, provide the City with a corporate surety bond in the principal sum of Eleven Thousand, Six Hundred Dollars and 00/100 Cents ($11,600.00) 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 shall be considered agents of City in connection with the perfonuance of Subdivider's obligations under this Agreement. 17. Cost of Engineering and Inspection Subdivider shall pay City the actual cost to City for all inspections 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 furnish periodic statements of all charges for services performed by City, and Su~bdivider 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 as bankrupt, or if 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 compbste the work and the improvement herein specified; provided, however, that if the sureties, within five (5) days after being served notice of such breach, do not give City ~vritten notice of their intention to take over the performance of the Agreement, and do 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 by City; and, in such event, City, without liability for so doing, may take possession of, and use 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 4¸. 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 sole 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: Standard Building Company, Inc. 1900 O'Farrell Street, Suite 305 San Mateo, CA 94403 Notices required to be given to sureties of Subdivider shall be addressed as follows: Willis Caroon 50 California Street San Francisco, CA 94111 8 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 constructed 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. 25. Parties Obligated Subdivider agrees that this Agreement shall bind Subdivider and Subdivider's successors in interest, heirs and assigns. 26. Attorneys' Fees If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 27. Governing Law The laws of the State of California shall govern this Agreement. 28. Severability If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF SOUTH SAN FRANCISCO, a municipal corporation City Manager SUBDIVIDERS: STANDARD BUILDING COMPANY, INC., a corporation ATTEST: City Clerk APPROVED AS TO FORM: ~~gr~ee\Oa~~~~~ ~ ~ [ Cement 032102 doc 10 STATE OF CALBZORNIA COUNTY OF San Mateo On April 11, 2002 before me, Laurie Turner, a Notary Public, personally appeared Robert W. Kent and Robert J. Grassilli, Jr. personally known to me (or proved to me on the basis of satisfactory 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(ies), 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. Signatu?~~~}.~ ~ ~' / Laurie Turner My Commission expires March 17, 2003 Staff Report DATE: TO: FROM: SUBJECT: April 24, 2002 The Honorable Mayor and City Council Directors of Finance and Public Works Scavenger Company Rate Increase and Amendment to the Agreement for Disposal of Solid Waste Matter in the City of South San Francisco \ RECOMMENDATION: It is recommended that the City Council adopt the following resolutions: · Accept an increase in refuse collection rates effective July 1, 2002 as submitted by the Scavenger Company of South San Francisco · Accept the second Amendment to the Agreement for the Collection and Disposal of Solid Waste matter in the City of South San Francisco BACKGROUND/DISCUSSION: Rates The City Council approved a new franchise agreement with the Scavenger Company of South San Francisco on July 9, 1997. The new agreement provided for no increase in rates in 1997 with the first increase to be calculated for implementation per Section 6.2 on July 1, 1998. The Scavenger Company was to use the Consumer Price Index for Urban Wage Earner and Clerical Workers as the standard for calculations. The maximum rates specified under this agreement shall be increased July 1 st each year (beginning in year 1998, but excluding year 2000 and every third year thereafter). The comparison for the calculation was during the period of February 28, 2001 to February 28, 2002. Per the attached calculations the increase over that time period is 1.8%. Using an 80% factor as stipulated in the franchise agreement, the percent of increase for July 1, 2002 is 1.44%. The Scavenger Company has notified the City in a timely fashion and included a copy of the anticipated rates for your information. Haulin~ and Disposal Amendment The improvements and increase in capacity to the Water Quality Control Plant no longer made the Tillo operation viable (staff report dated December 12, 2001 enclosed). The South San Francisco Staff Report To: The Honorable Mayor and City Council Re: Scavenger Company Rate Increase Date: April 24, 2002 Page 2 Scavenger Company, in the franchise agreement with the City, tasks Scavenger with the removal of Water Quality Control Plant waste. This amendment clarifies the section related to hauling and disposal fees. FUNDING: No Fiscal Impact By: Jim ~teele Director of Finance )blle~Works City Manager ATTACHMENTS: Resolution Letter from Scavenger Company to City Manager dated March 27, 2002 Exhibit "A" calculating rate increase Exhibit "B" showing new rates for July 1, 2002 Staff Report of December 12, 2001-Tillo Products Agreement Termination Second Amendment to the Agreement for the Collection & Disposal of Solid Waste Matter in the City of South San Francisco RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING AN INCREASE IN REFUSE COLLECTION RATES EFFECTIVE JULY 1, 2002 AND AUTHORING THE SECOND AMENDMENT TO THE AGREEMENT FOR THE COLLECTION AND DISPOSAl. OF SOLID WASTE MATTER IN THE CITY OF SOUTH SAN FRANCISCO WHEREAS, staff recommends that the City approves an increase in refuse collection rates effective July 1, 2002 as submitted by the Scavenger Company of ~outh San Francisco; and WHEREAS, attached as Exhibit A is the South San Francisco Scavenger Company rate Computation. \ NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes an increase in refuse collection rates effective July 1, 2002 as shown in Exhibit B and authorizes the Second Amendment to the Agreement for the Collection and Disposal of Solid Waste matter in the City of South San Francisco. 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: F:\file cabinet\CurrentReso's\4-16scavenger.res.doc ATTEST: City Clerk SOUTH SAN FRANCISCO --COMPANY, INC. March 2'/, 2002 Mr. Michael Wilson City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Dear Mr. Wilson, x..~ In accordance with the terms of Section 6.2 of the Franchise Agreement, please accept this letter as our Notice of Intent to adjust the current rates in South San Francisco. We are applying for a rate adjustment equal to eighty (80%) of the Consumer Price Index for Urban Wage Earners and Clerical Workers, as published by the U.S. Bureau of Labor Statistics. The adjustment is equal to 1.44%; the calculation, for your review is on Exhibit A. The adjustment encompasses the twelve month period prescribed in the Franchise, the effective date of this change would be July 1, 2002. Thank you for your consideration of this matter. If you have any questions, please contact me at (650) 589-4020 at your earliest convenience. Sincerely, Stephanie Uccelli Menner South San Francisco Scavenger Company Attachments PO 8ox348 · 500 Fast lamieCourt · South San Francisco. CA 94083-0348 V':(650) 589-4020 · F:(650) 589-7385 · e: info@ssfscavenger, com· w~teb:www, ssfscavenger, com Exhibit A SOUTH SAN FRANCISCO SCAVENGER coMpANY City of South San Francisco Rate Computation March 21,2002 February 28, 2002 186.8'* Febmary28,2001 183.5¥* Increase % Increase 3.3 1.798% 80% of CPI Increase 1.44% Index used = Consumer Price Index Urban Wage Earners and Clerical Worker San Francisco - Oakland Metropolitan Area (1982-94=100) ** = COPY ATTACHED This card is available on the Internet on the day of publication at htto://www.bls.£ov/ro9/pachist.htm. This card is also available on our FAX-ON-DEMAND service. To obtain a copy, call 415-975-4567. When asked for a document number, enter 9100. Prior months are also on the FAX-ON-DEMAND system, to receive a copy of January 2002, enter 9101, December 2001, enter 9112, November 2001, enter 9111, October 2001, enter 9110, September 2001, enter 9109, etc. CONSUMER PRICE INDEXES PACIFIC CITIES AND U. S. CITY AVERAGE ALL ITEMS INDEXES (1952-84=100 unless otherwise noted) FEBRUARY 2002 ALL URBAN CONSUMERS INDEXES MONTHLY DATA FEB. JAN. FEB. 2001 2002 2002 U. S. City Average ............... 175.8 177.1 (1967=100) .................. 526.7 530.6 Los Angeles-Riverside-Orange Co.. 175.4 178.9 (1967-100) .................. 518.2 528.6 West ............................ 179.3 182.4 (Dec. 1977 = 100) .......... 289.9 294.8 West - A* ....................... 181.3 184.4 (Dec. 1977 = 100) .......... 295.7 300.7 West - B/C**(Dec. 1996=100) ..... 110.1 ~11.9 177 8 532 7 180 1 532 2 183 2 296 1 185 4 302 3 112 4 PERCENT CHANGE Year I Month ending ending JAN. FEB. FEB. 2002 2002 2002 URBAN WAGE EARNERS AND CLERICAL WORKERS PERCENT CHANGE Year I Month INDEXES ending ending FEB. JAN. FEB. JAN. FEB. FEB. 2001 2002 2002 2002 2002 2002 1.1 1.1 0.4 172.4 173.2 173 - 513.4 515.9 517 2.7 2.7 0.7 168.3 171.5 172 - - 497.5 506.8 510 2.3 2.2 0.4 ~/~174.6 177.4 178 - - 280.9 285.4 286 2.4 2.3 0.5 174.8 177.7 178 - - 283.0 287.7 289 1.9 2.1 0.4 109.8 111.4 111 7 0.9 0.8 0.3 8 2.5 2.7 0.8 1 2.1 2.0 0.4 6 2.2 2.2 0.5 8 1.7 1.8 0.4 / Year 2 Months Year 2 Months INDEXes ending ending~ INDE)[ES ending ending BI-MONTHLY DATA FEB. DEC. FEB. DEC. FEB. FEB. FEB. DEC. FEB. DEC. FEB. FEB. 2001 2001 2002 2001 2002 2002 2001 2001 2002 2001 2002 2002 San Francisco-Oakland-San Jose ....... 187.9 190.6 191.3 3.5 1.8 0.4 (1967=100) ..................... 577.6 586.1 588.0 ~ - - Seattle-Tacoma-Bremerton ............. 184.0 186.1 187.6 2.5 2.0 0.8 (1967=100) ..................... 560.9 567.3 571.9 - - - 183.5 186.5 186.8 3.5 1.8 0.2 558.8 568.0 569.0 - - 179.2 181.'1 182.5 2.3 1.8 0.8 531.7 537.2 541.2 - - - *Size classes: A z 1,500,000 population and ovar,**B/C = less than 1,500,000 population. Dash (-)l Not Available r = Revised Release date March 21, 2002. The next monthly release is scheduled for April 16, 2002 and the bi-monthly release date is scheduled for May 15, 2002. For more information call (415) 975-4350. Anchorage (907) 271-2770 Los Angeles (310) 235-6884 San Diego (619) 557-6538 Seattle (206) 553-0645 Honolulu (808) 541-2808 Portland (503) 326-2081 San Francisco (415) 975-4350 · This card [s now available on the day of release by electronic distribution. Just go to www.bl$,gov/bls/list.htrn and sign up for the free on-line delivery service. · For questions, please contact us at BLSInfoSF~BLS.GOV or (415) 975.-43S0. · If you no longer want to receive this mailer, simply cross out your address on the front of this card and drop it in a mailbox. Exhibit B SOUTH SAN FRANCISCO SCAVENGER CO., INC. City of South San Francisco Proposed Fees for Refuse Service, Effective July 1, 2002 Proposed Maximum Rates Residential Can Service: (per Month) A. Service Level By Container Volume 20 Gallons 30 Gallons 32 Gallons 64 Gallons 96 Gallons 128 Gallons or more ¥ \ 13.16 16:84 17.95 39.50 61.94 86.16 Commercial Can Service 30 Gallons 32 Gallons 40 Gallons 45 Gallons 55 Gallons 17.01 18,15 22.69 25.52 31.19 Commercial Compactor Service Per Cubic Yard Debris Box Service, Residential and Commercial Temporary / One Time Use 5 Yard Mini-box 7 Yard 14 Yard 20 Yard 30 Yard Regular/Permanent Service 7 Yard 14 Yard 20 Yard 30 Yard 34.37 159.05 347.49 347.49 473.14 682.55 293.17 293.17 418.82 628.23 Page 1 Exhibit B SOUTH SAN FRANCISCO SCAVENGER CO., INC. City of South San Francisco Proposed Fees for Refuse Service, Effective July 1, 2002 Rental Charge (per day, over 7 days) Overweight Charge Content weight in excess of 3 tons, per ton . Commercial Bin Service Proposed Maximum Rates 13.09 81.87 A. Regular Pick-up I - yard Container 2 - yard (Front End Loader Bin) 3 - yard (Front End Loader Bin) 4 - yard (Front End Loader Bin) 5 - yard (Front End Loader Bin) 6 - yard (Front End Loader Bin) B. On Call Pick-up, Per Yard Per Pick-up, Per Yard Plus Container Rental Per Month Rental Charges 1 - yard Container 2 - yard Container 3 - yard Container 4 - yard Container 5 - yard Container 6 - yard Container 108.38 162.52 243.79 325.04 406.33 487.56 18.78 28.39 30.80 33.O7 35.48 40.21 42.65 Page 2 StaffReport DATE: December 12, 2001 TO: The Honorable Mayor and City Council FROM: Director of Public Works SUBJECT: Tillo Products: (Soil Enhancement) Agreement Termination RECOMMENDATION: It is recommended that the City Council adxopt a resolution to enter into an agreement between the City of South San Francisco and Tillo Products Company, Inc. for the settlement of costs incurred in ceasing Tillo operations and release of future obligations. BACKGROUND: The City of South San Francisco entered into an agreement with Tillo Products Company, Inc. in March 1988 (staff report enclosed). Basically, the task of Tillo is to take sludge from the Water Quality Control Plant (WQCP), mix with rice hulls, aerate, cure and sell the finish product as soil enhancement (Tillo). The process was put in place and an agreement entered into as the cost of the production and subsequent sale of Tillo saved the City of South San Francisco considerable monies as opposed to off hauling sludge. With the expansion in capacity at the WQCP, Tillo is unable to handle all the sludge the plant produces and therefore, the amount not sent to Tillo required off haul to the dumps. In the financial analysis of the Tillo process, there became the break-even point in the budget where off haul of the sludge is less expensive than subsidizing the Tillo operation. This staff report presents a settlement agreement for Council's approval between the City of South San Francisco and Tillo Products Company, Inc. Though the original agreement withTillo expired by its own terms on June 30, 2001, Tillo continued operations through July 10, 2001. Therefore, the City and Tillo negotiated an agreement to compensate Tillo for costs incurred for the treatment of sludge during that time. Prior to negotiating an Agreement with Tillo, the City contracted with Gabewell Inc. to perform an extended Phase I environmental study to determine what, if any, hazardous materials were present on the site (study attached). The study concluded that there were no significant deposits of hazardous materials on the Tillo site and that any contamination of ground water was due to the migration of contaminants from the adjoining Shell facility. Based on the conclusions in the environmental study, the City has agreed to release Tillo from future liability for the release or presence of hazardous materials on the site. Tillo has agreed to release the remaining Tillo on site to the City and to allow the City to sell the Tillo and retain the proceeds from such sale.' Total payment to Tillo for services rendered through July 10, 2001, and reimbursable expenses related to the operations of Tillo total $13,000. Additionally, Tillo is allowed to retain three pieces of heavy equipment that had been used in the production of Tillo. Staft Report To: Date: The Honorable Mayor and City Council Tillo Products: (Soil Enhancement) Agreement Termination December 12, 2001 Page: 2 of 2 FUNDS: Funding for the settlement will come from budgeted unused Tillo funds with the remainder applied to the WQCP budget for off-haul of sludge. BY:John Gib~~''fl~ Director cfi Public Works Appr°ved:~~A. ~ City Manager ATTACHMENTS: Resolution Agreement for Settlement of Costs July 21, 1998 Staff Report JG/ed RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING AN AGREEMENT BETWEEN TH]E CITY OF SOUTH SAN FRANCISCO AND TII.I.O PRODUCTS COMI:'ANY, INC. FOR TI-~E SETTLEMENT OF COSTS INCURRED IN CEASING TIIJ.O OPERATIONS AND REIF. ASE OF FUTURE OBLIGATIONS WHEREAS, funding for the final payment will be paid frombudgeted unused Tillo funds. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby atithofizes an agreement between the City of South San Francisco and Tillo Products Company, Inc. for the settlement of costs incurred in ceasing Tillo operations and release of future obligations. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco. * * * * * 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 ,2001 by the following vote: AYES: NOES: ABSTAIN: ABSENT: F:~ile cabinet~Current Reso's\ 12-12fillo.res.doc ATTEST: City Clerk AGREEMENT FOR SETTLEMENT OF COSTS INCURRED IN CEASING TILLO OPERATIONS AND RELEASE OF FUTURE OBLIGATIONS RELATED THERETO This Settlement Agreement is made at South San Francisco, California on December between the City of South San Francisco, a municipal corporation ("City") and Tillo Products Company, Inc., a California Corporation ("Tillo"). ,2001, RECITALS WH2EREAS, the City is the record owner of the property located at the terminus of Belle Air Road east of South Airport Boulevard in the City of South San Francisco, County of San Mateo, CA; and, WHEREAS, Tillo and the City entered into an agreement ("Agreement") for sewage treatment pl~int sludge removal on March 9, 1988; and, '\ WHEREAS, the City and Tillo executed a First Amendment to the Agreement on May 9, 1990 and further amended and extended the Agreement on January 1, 1993, and July 1, 1998; and, WHEREAS, the Third Amendment to the Agreement extended the original Agreement to June 30, 2001, and expired on its own terms as of that date; and, WHEREAS, Tillo ceased operations on July 10, 2001, and has been negotiating with the City for the removal of the Tillo that remains on the site and outstanding issues pertaining to termination of the Agreement; and, WHEREAS, the Tillo product that remains on site has been tested and is acceptable to the City for the purposes stated herein; and, WHEREAS, the City has performed environmental testing of the site and determined that the site is free of any and all hazardous materials whose existence may have imposed liability under relevant state and federal laws regulating the disposal, treatment, storage and generation of hazardous materials. NOW, THEREFORE, for and in consideration of the mutual covenants and agreement contained in this Settlement Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: I. PAYMENT TERMS AND CONDITIONS 1. City agrees to pay a total of thirteen thousand dollars ($13,000) to Tillo within thirty days of the execution of this Settlement Agreement. Tillo will have ownership of the Dozer Cat D6H, the 1985 Cat 980C Front End Loader and Reliance Trailer. Said payment reflects the following charges: Page 1 of 6 A. Payment of six thousand dollars ($6,000) for Tillo personnel costs incurred from June 30, 2001, to July 10, 2001. B. Payment of five thousand dollars ($5,000) towards payment of the Petersen lien that currently secures a debt incurred for repair of the Dozer Cat D6H. C. Payment of two thousand dollars ($2,000) for the repair of the 1985 Cat 980C Front End Loader. 2. City hereby releases Tillo from any and all future costs incurred in the removal of Tillo product, structures used by Tillo, restoration of the site, and removal of any personal property owned by Tillo, it employees, contractors, subcontracts or agents, that is present on the site. II. TILLO RELEASE 1. Tillo agrees to release all ownership rights to the Tillo product that remains on site. City may dispose of the Tillo product or may contract for its sale to a third party. No contract for the sale of the existing product shall include reference to the Tillo name. 2. Tillo agrees that City shall have the right to all proceeds from any sale of Tillo product that is removed from the City's property and Tillo shall hereby forever release City from any and all claims, now in existence or that may arise in the future, for said product. 3. Tillo hereby authorizes City to remove any remaining personal property, fixtures, equipment or structures on the site and releases the City from all claims, existing now or in the future, to the personal property, fixtures or structures that are present on the site whether owned by Tillo or its employees, contractors, subcontractors, agents or assigns. III. GENERAL PROVISIONS 1. Entire Agreement. This Settlement Agreement, together with any exhibits hereto and documents referred to herein, including those referred to in the Recitals, constitutes the entire agreement among the parties hereto with respect to the subject matter of this Settlement Agreement, and supersedes all prior understanding or agreements. This Settlement Agreement may be modified only by a writing signed by all parties. 2. Attorney's Fees. In the event that any party hereto institutes an action or proceeding for a declaration of rights of the parties under this Settlement Agreement, for injunctive relief, for an alleged breach or default of, or any other action arising out of this Settlement Agreement, or the activities contemplated hereby, or in the event any party is in default of its obligations pursuant thereto, whether or not suit is filed or prosecuted to final judgment, the non-defaulting party or prevailing party shall be entitled to its reasonable attorney's fees and to any court costs incurred, in addition to any other damages or relief. 3. Choice of Law. The Settlement Agreement and each and every related document are to be Page 2 of 6 governed by, and construed in accordance with, the laws of the State of California. 4. Leaal Advice. Each party has received independent legal advice from its attomeys with respect to the advisability of executing this Settlement Agreement and the meaning of the provisions contained herein. The provisions of this Settlement Agreement shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. 5. Notices. All notices and demands which either party is required or desires to give to the other shall be given in writing by certified mail, return receipt requested with appropriate postage paid, by personal delivery, by facsimile or by private overnight courier service to the address or facsimile number set forth below for the respective party, provide.d that if any party gives notice of a change of name or address or number, notices to that party shall thereafter by given as demanded in that notice. All notices and demands so given shall be effective only upon receipt by the party to whom notice or demand is being given. If to City: City Manager City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 With Copy To: Steven T. Mattas, City Attorney 400 Grand Avenue South San Francisco, CA 94083 If to Owner: Mr. Dave Westerbeke P.O. Box 2252 South San Francisco, CA 94083 With Copy To: Robert P. Gates, Esq. Erksine & Tulley, P.C. 220 Sansome Street, Suite 600 San Francisco, CA 94104 6. Indemnity. Except to the extent otherwise provided in Section 7 of this Settlement Agreement, Tillo agrees to indemnify, defend (with Counsel approved by City) and hold harmless CITY, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and ali claims, costs (including legal fees and costs) and liability which may arise directly or indirectly as a result of any actions or inactions by Tillo, or any actions or inactions of Tillo's contractors, subcontractors, agents, or employees in connection with the property or performance of this Settlement Agreement or the Agreement dated March 9, 1988, as amended, entered into between the City and Tillo for the production of Tillo; however, Tillo shall have no indemnification obligation with respect to willfully negligent acts or wrongful conduct of CITY, its contractors, subcontractors, agents or employees or for actions, claims, costs and liability. Page 3 of 6 7. 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 environment, in or pursuant to (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq. ("CERCLA"); (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 chemica!, 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. Indemnification. A. 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 of Hazardous Materials in or on the former Tillo site when said release occurs on or after July 10, 2001: any orders, actions, injunctions or expenses (including, without limit, any expenses associated with the response, removal or remediation of such Hazardous Materials). B. City shall indemnify, defend (with counsel selected by City) and hold harmless Tillo, from and against all Liability. 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 Settlement 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. 1) So long as City 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, Tillo hereby assigns to City 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 City pursuant to this Indemnity. Subject to the foregoing, Tillo hereby also assigns its rights to City 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. 2) So long as City is not in material breach hereof, and is dischai'ging its defense and indemnity obligations in a reasonable and responsible manner for a Page 4 of 6 Liability, and it has accepted responsibility hereunder for such liability without any reservation of rights, City shall have control over the defense of such Liability without any reservation of rights, and over all negotiations relating to the settlement thereof. City's exercise of control over settlements 'shall not relieve City of its indemnity and defense obligations to Tillo. 8. Release of Claims. Tillo hereby releases, acquits and forever discharges the City of South San Francisco, as well as the employees and agents thereof, from any and all actions, causes of action, claims, demands, damages, costs and loss of services arising from the services it provided prior to the execution of the Agreement in 1988 and any and all services provided, including any claims for equipment purchase and repair, pursuant to the 1988 Agreement, as amended. Said release extends to the claims of Tillo's heirs and assignees and any future claims for costs, assessments or liens that are the subject of this Settlement Agreement. I, Dave Westerbeke, make the following representations: "I understand and agree that I waive all, rights under Section 1542 of the Civil Code of California, which provides as follows: "CERTAIN CLAIMS NOT AFFECTED BY GENERAL R_EI .F. ASE - a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." I have not been influenced to any extent, whatever in making this release by any representations or statements regarding any claims or potential claims against the City, or regarding any other matters, made by the persons, firms or corporations who are being released, or by any person or persons representing him or them." Dave Westerbeke (initial) 9. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and shall in no way be impaired or invalidated, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision. Page 5 of 6 Executed as of the date first above written. City of South San Francisco Tillo Products Co., Inc. Michael A. Wilson, City Manager By: Dave Westerbeke, President ATTEST: Sylvia M. Payne, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: Steven T. Mattas, City Attorney Erksine & Tulley, P.C. Robert P. Gates, Esq. Attorney for Tillo Products Co., Inc. C:\Tillo_Costs_Settlement_A~eement_nov23.doc Page 6 of 6 SECOND AMENDMENT TO THE AGREEMENT FOR THE COLLECTION AND DISPOSAL OF SOLID WASTE MATTER IN THE CITY OF SOUTH SAN FRANCISCO This Second Amendment (the "Amendment"), dated May 9, 2002, is made by and between the City of South San Francisco, a municipal corporation ("City"), and South San Francisco Scavenger Co., Inc., a California corporation ("Scavenger Company"), with reference to the following: WHEREAS, Scavenger Company operates a franchise within City for the collection of waste and disposal and recycling of same pursuant to that certain Agreement For The Collection And Disposal Of Solid Waste Matter In The City Of South San Francisco dated July 9, 1997, as previously amended by that certain Amendment dated May 25,2001 (the "Agreement"); and WHEREAS, Scavenger Company has, since July 1, 2001, been collecting and disposing of City-generated sewage sludge for a fee; and WHEREAS, City and Scavenger Company wish to amend the Agreement to provide for Scavenger Company s collection and &sposal of C~ty-generated sewage sludge on the terms herein; NOW, THEREFORE, the parties agree as follows: 1. Section 5.9 of the Agreement is amended, effective as of the date of this Amendment, to insert a new subsection (a) at the end thereof, as follows: "(a) Sewage Sludge: Throughout the term of this Agreement, Scavenger Company shall have the right to, and shall, collect and dispose of all sewage sludge generated at treatment facilities owned by, or operated by or for, City ("Sludge") in accordance with the terms of this Section 5.9(a). Scavenger Company's right to collect Sludge shall be exclusive, subject to the following exceptions: (i) City may dispose of Sludge which constitutes recyclable materials within the meaning of Section 2.11 above in accordance with any of the exceptions to Scavenger Company's exclusive franchise hereunder set forth in Section 1.3 above; and (ii) City may dispose of Sludge which constitutes hazardous waste within the meaning of Section 2.7 above as City desires and Scavenger Company may refuse to collect such Sludge. (1) Scavenger Company shall collect Sludge on a schedule that is sufficient in frequency and volume to maintain the efficient operation of the applicable treatment facilities; provided, however, that City shall be solely responsible for designing, constructing and maintaining equipment at such facilities adequate to permit Scavenger Company to meet such collection responsibilities. Scavenger Company may dispose of Sludge collected by it as waste or recycle same in any lawful manner. Scavenger Company may assign its collection and disposal or recycling obligations hereunder to one or more subcontractors so long as each subcontractor complies with Sections 7, 8.1 and 9 below. (2) City shall pay Scavenger Company $38.05 for each wet ton of Sludge collected and disposed of hereunder (the "Tonnage Rate"). The Tonnage Rate shall be subject to increase as of July 1 each year during the term of this Agreement (commencing with July 1, 2002) in accordance with Section 6.2 below, and shall also be subject to adjustment in accordance with Section 6.3 below. Scavenger Company shall bill City monthly for its services in collecting and disposing of Sludge. Each bill shall be accompanied by a statement setting forth the number of tons of Sludge collected by Scavenger Company for the previous calendar month. City shall pay the amount billed within thirty (30) days after receipt. None of the amounts paid by City to Scavenger Company pursuant to this Section 5.9(a) shall be subject to the franchise fees described in Section 4 above. (3) To the extent Scavenger Company uses Sludge for land application, City shall provide Scavenger Company with such periodic certifications as to the content of Sludge and the levels of pathogen and vector attraction reduction achieved as are reasonably necessary to permit compliance with 40 C.F.R. 503. (4) In the event of any conflict between this Section 5.9(a) and any other provision in this Agreement, this Section 5.9(a) shall prevail." effect. All other terms and conditions of the Agreement shall remain in full force and IN WITNESS WHEREOF, the parties have executed this Amendment. SOUTH SAN FRANCISCO SCAVENGER CO., INC. CITY OF SOUTH SAN FRANCISCO By: By: Michael A. Wilson, City Manager ATTEST: APPROVED AS TO FORM City Clerk Steven T. Mattas, City Attorney 2 EXHIBIT "A" IMPROVEMENTS AND REQUIRED ITEMS OF WORK FOR THE OAK FARMS SUBDIVISION Agreement dated ,2002 o The Subdivider shall construct, furnish and install all public improvements (improvements located within Oak and Commercial Avenues) in accordance with the following drawings for Oak Farms prepared by Howard R. Pearce, Civil Engineer (R.C.E. #35262) (except as noted) and all approved revisions thereof and in accordance with the City of South San Francisco Standard Plans and Specifications and the Oak Farm Tentative Map conditions of approval: "Plan Drawing, Oak Farms", Sheet No. 1 of 3, dated April 1, 2001, Revision 3, dated March 5, 2002 "Profile Drawing, Oak Farms", Sheet No. 2 of 3, dated April 1, 2001, Revision 3, dated March 5, 2002 "Detail Drawing, Oak Farms" Sheet No. 3 of 3, dated June 13, 2001, Revision 1, dated January 9, 2002 "Oak Farms Sign and Striping Plan", Sheet No. ! of l, dated March 3, 2002 "Oak Farms Joint Trench Composite Plan", Sheet No. 1 of 1, dated February 27, 2002 "Electrolier Title Sheet, Oak Farms", Drawing No. SL-1 of 2, dated February 27, 2002, prepared by RGA Utility Consultants, Inc., signed by J. Robert Britto (REE#10563) "Electrolier Plan, Oak Farms", Drawing No. SL-2 of 2, dated February 27, 2002, prepared by R.GA Utility Consultants, Inc., signed by J. Robert Britto (REE #10563) ° The Subdivider shall file complete "as-built", or "record", drawings of the plans listed above, and any other documents, plans or details, approved by the City Engineer, which supplement the approved plans, prior to final acceptance by the City Council of the work performed under this agreement. Said plans shall consist of the original tracings, or' permanent plastic film transparencies of a quality which complies with the standards of the City of South San Francisco, as administered by the City Engineer and two paper prints. Approved: Date: F:\wpd\Mm-sw\405\098Lhgree\EXHIBITA to Subdivid improvment agrn'mt 329.doc QStaz2' Report DATE: TO: FROM: April 24, 2002 Honorable Mayor and City Council Director of Economic and Community Development SUBJECT: Britannia East Grand Project - Britannia East Grand Master Plan (EIR, PUD, GP, UP-01-006) to construct a phased development consisting of nine office/R & D buildings totaling approximately 783,533 sq. ft., an 8,000 sq. ft. childcare facility, a 5,000 sq. ft. fitness center, 8,000 sq. ft. of restaurant/retail use and two (2) five-to seven-level parking garages; a General Plan Amendment to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd.; Design Review of nine R&D buildings and Parking Structure A (DR-01-006); and consideration of a Development Agreement (DA-01-006). Location: Applicant: Case Nos.: Easterly terminus of East Grand Avenue - 27 acres Slough PUD-01-006, UP-01-006, GP-01-006, DR-01-006, DA-01-006 & EIR-01-006 RECOMMENDATION: It is recommended that the City Council conduct a public hearing and take the following action: 1) Adopt a Resolution to certify EIR-01-006, including findings and a statement of overriding considerations for cumulative traffic impacts and regional air quality impacts and adopting a mitigation monitoring and reporting program; 2) Adopt a Resolution to approve General Plan Amendment GP-01-006 to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd. 3) Adopt a Resolution to approve PUD-01-006, UP-01-006 and DR-01-006, the Britannia East Grand Master Plan and Design Review for the Office/R&D buildings and Parking Structure A, including conditions of approval; and 4) Waive reading and introduce an Ordinance to approve Development Agreement DA- 01-006. Staff Report To: Honorable Mayor and City Council RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-00-006 Date: April 24, 2002 Page 2 BACKGROUND/DISCUSSION Project Description A complete discussion of the proposedproject is contained in the attached Planning Commission staff reports dated March 7, 2002 and April 4, 2002. The applicant proposes to redevelop the former Fuller O'Brien Paint Company site, located at the easterly terminus of East Grand Avenue, into a campus-style research & development complex. The project consists of nine 3 & 4-four story office/R&D buildings totaling approximately 783,533 square feet, an 8,000 square foot childcare facility, a 5,000 square foot fitness center, 8,000 square feet of restaurant/retail use, and two 5-7 level parking garages. The project also includes a General Plan Amendment to delete the proposed East Grand Avenue extension to Point San Bruno Boulevard, in favor of including an emergency access road only, and a Development Agreement to clarify and obligate several project features and mitigation measures. The project is proposed as a unified campus with development potentially occurring over several years. The Planned Unit Development and Use Permit applications for the project outline the provisions of the Master Plan of development, including general site and building layout, permitted uses, development standards, and design guidelines. Final designs of individual buildings are to comply with the design guidelines and be approved through a series of Design Review applications, subject to final approval by the Planning Commission. The applicant is requesting approval of all the research and development buildings and Parking structure 1 at this initial phase. The childcare facility, Parking Structure 2, the final landscape plan, and any significant subsequent revisions to any of the approved buildings would be processed as separate Design Review applications, subject to Planning Commission review and approval. An Environmental Impact Report has been prepared to analyze the environmental issues associated with the proposed project. The EIR identifies impacts which are found to be significant and unavoidable. Consequently, certification of the EIR will require adoption of a "Statement of Overriding Considerations", indicating the benefits of the project outweigh the unavoidable adverse effects. Environmental Analysis Significant Impacts The EIR identifies 31 significant or potentially significant impacts. With the exception of two impacts, one related to traffic and one related to air quality, mitigation measures are identified to reduce all other impacts to a less than significant level. The two impacts identified as "Significant and Unavoidable" relate to cumulative traffic impacts on US 101 and to regional air quality impacts, as follow: Staff Report To: Honorable Mayor and City Council RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-00-006 Date: April 24, 2002 Page 3 Traffic impacts to three CMP freeway segments. The addition of traffic generated by approved development in the year 2003 Baseline Without Project would cause two freeway segments to operate at LOS F. The Project would also cause traffic volumes to exceed capacity on another freeway segment. Regional air pollution emissions. Project traffic would emit hydrocarbons, oxides of nitrogen, and particulate matter over the Bay Area in amounts that exceed thresholds established by the Both of these impacts were identified as "Significant and Unavoidable" in the General Plan EIR, adopted in 1999. In certifying the General Plan EIR, the City Council adopted a Statement of Overriding Considerations for these same two impacts. The Project cannot be approved unless a Statement of Overriding Considerations is adopted which balances the benefits of the proposed Project against its unavoidable air quality and transportation impacts. The Project would provide a beneficial mix of office, R&D, biotechnology industries, retail and restaurant employment; redevelopment of a former paint manufacturing site; hazardous materials remediation; pedestrian amenities; and tax revenues, which outweigh the unavoidable environmental impacts. Therefore, it is recommended that the City Council certify the EIR including the Findings of Fact and Statement of Overriding Considerations. Development Agreement The City and the developer have negotiated the attached Development Agreement to clarify and obligate several project features and mitigation measures, including a child care facility, public art, landscape improvements, TDM reporting and monitoring requirements, and specific mitigation fees for traffic impacts at the US 101/South Airport Blvd. ramps and for East of 101 sewer facility impacts. Child Care Facility - The Development Agreement requires that the developer obtain, within 18 months of execution of the Agreement, a determination from the appropriate environmental agencies as to whether a child care facility can be built on the site. It further provides that if the facility can be built on site, construction must commence early enough to ensure completion by December 31, 2007. If either the environmental clearances cannot be obtained within 18 months, or completion of the facility by December 31, 2007 cannot be guaranteed, the Agreement includes provisions to require the applicant to construct the child care facility at an off-site location acceptable to the City, to be completed no later than December 31, 2007, or to pay an equivalent sum to the City to allow it to acquire a site and construct the facility within the same timeframe. Staff Report To: Honorable Mayor and City Council RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-00-006 Date: April 24, 2002 Page 4 Public Art - The Agreement sets out minimum requirements for value of public art on the site as well as for timing of installation. Landscape Improvements - The Development Agreement obligates the developer, prior to issuance of a grading permit, to submit a plan outlining landscaping and common improvements for each phase of the project. A Letter of Credit is required to assure completion of these improvements within the 10-year term of the Development Agreement. TDM Monitoring and Reporting - Provisions have been included in the Development Agreement to specifically outline the TDM reporting and monitoring provisions for a multi- building, multi-tenant complex. These provisions are identical to those included in the Bay West Cove Owner Participation Agreements. These provisions are also included in the Proposed Conditions of Approval. US 101/South Airport Off-Ramp -The Recirculation Draft EIR identified mitigation requirements at this location and identified a fair share contribution attributable to the project. However, the City is presently considering and amendment to the East of 101 Traffic Impact Mitigation Fee to address the Grand Avenue/US 101 northbound ramp and the South Airport/US 101 ramp system which were not identified as required improvements in the original Fee Study adopted last September. The Development Agreement is drafted to require a fair share payment for this improvement whether or not the East of 101 Traffic Mitigation Fee is amended to include the freeway ramp improvements. Sewer Facilities Fee - The City of South San Francisco has identified the need to investigate the condition and capacity of the sewer system within the East of 101 area. The existing sewer collection system was originally designed many years ago to accommodate warehouse and industrial use and is now proposed to collect uses with a much greater sewage flow. These additional flows, plus groundwater infiltration into the existing sewers, due to ground settlement and the age of the system, have resulted in pumping and collection capacity constraints. A study and flow model is proposed to analyze the problem and recommend solutions and improvements. As part of this effort, the City is studying, pursuant to Government Code section 66000, the "Mitigation Fee Act," adoption of a Sewer Facility Impact Fee for the East of 101 Area to provide funding for these identified improvements. Until such fee is adopted the Development Agreement sets out provisions for payment of an estimated fee. PLANNING COMMISSION DISCUSSION Study sessions were held with the Planning Commission in November and December 2001 of last year. The draft Environmental Impact Report was circulated from October 12 - November 26, 2001. However, an issue arose with regard to comments provided by CalTrans on the draft EIR Staff Report To: Honorable Mayor and City Council RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-00-006 Date: April 24, 2002 Page 5 which resulted in a need to revise and recirculate the traffic section of the document. The comment period on the recirculation draft EIR closed on March 25, 2002. Public Heatings were held on March 7 and April 4, 2002. At the April 4th hearing, the Planning Commission adopted resolutions recommending the Council: 1) certify the EIR and adopt Findings and a Statement of Overriding Considerations, 2) approve a General Plan amendment to delete the proposed extension of East Grand Avenue to Pt. San Bruno Blvd., 3) approve the Planned Unit Development, Use Permit and Design Review permits for the overall Master Plan, and 4) approve the Development Agreement. Discussion Topics The Planning Commission generally was very pleased with the overall project. Discussion at the hearings focused primarily on remediation efforts on the property as well as on the status of the clean up on the adjacent slough property owned by Richard Haskins. Site Remediation - Both the City's environmental consultants and the applicant's consultants provided the Planning Commission an outline of the numerous environmental investigations that have been conducted at the site beginning in 1982, and a detailed description of the USEPA approved "Corrective Measures Implementation Workplan" for the site. The following is a brief synopsis of the soil conditions at the site, excerpted from the project EIR: Remediation of the Fuller O'Brien site falls under the jurisdiction of the USEPA. USEPA issued a "Statement of Basis" discussing the proposed remedies for soil contamination at the site in July 1999. Cleanup standards were established based on USEPA Preliminary Remediation Goals (PRGs) for industrial land use and site-specific conditions. Subsequently, soil corrective measures (CMs) were performed at the site. These measures included excavation of impacted soils from the "Eastern Property" (the vicinity of proposed building 6) and "Former Solvent Still Areas" (southeast corner of the site), and capping of contaminated soil, without any excavation, in the "Warehouse Area" (southwest quarter of the site) - see attached Figure 10-1. In the areas where soils were excavated, approximately 16,300 tons of soils were removed. Excavations continued until samples indicated that cleanup standards were met, or to a depth of six inches into the Bay Mud underlying fill materials. The property was then backfilled with clean materials to match the previous grades. In the "Warehouse Area", impacted soils were left in place and covered by extending the existing asphalt cap. Staff Report To: Honorable Mayor and City Council RE: Britannia East Grand PUDFUP/GP/DR/DA/EIR-00-006 Date: April 24, 2002 Page 6 For purposes of evaluating potential human health impacts, the site consists of two distinct areas: the currently capped area and the remainder of the site. Soils beneath the capped areas continue to contain concentrations of hazardous materials which exceed cleanup standards. However, the USEPA has determined that "capping in place" is an acceptable containment method for these materials. For the remainder of the site, following remediation all detected concentrations of contaminants were below the cleanup standards. Planning Commission Concerns - The Planning Commission was principally concerned with protecting construction workers during the site preparation stage, with the child care center proposed for the site, and with potential exposure of recreational Bay Trail users to hazardous materials. The EIR outlines the various mitigation measures imposed both through deed restrictions or mitigation measures to reduce these impacts to levels of "less than significant". Construction workers - Construction will require excavation for foundations and subsurface utilities in currently capped areas. The Deed Restrictions for the project require a Soil Management Plan and a Health and Safety Plan approved by the State Department of Toxic Substance Control (DTSC) prior to construction within the capped area of the site. This plan addresses, among other actions, dust control measures, employee training, protective equipment for construction workers, air monitoring, and post construction soil sampling. Child Care - DTSC currently has imposed a deed restriction on the site prohibiting this use due to potential environmental concerns with naturally occurring asbestos in the nearby serpentine rock, although levels of the contaminants are not presently known. Mitigation measures are identified in the EIR to either work with DTSC to broaden the deed restriction to allow the child care center to be built at the proposed on-site location, based upon further soil sampling and a health risk assessment, or to relocate the facility to an acceptable off-site location. Bay Trail Users - The Planning Commission noted that a single soil sample (out of 15) at the southeast corner of the site had an elevated concentration of total petroleum hydrocarbons (diesel, oil or kerosene). While the USEPA did not require further remediation of this area based on the entirety of the data, the Planning Commission was still concerned due to the proximity of the Bay Trail to this area. The Planning Commission recommended adding an additional Condition of Approval as follows: "To the extent that the area is designated as bay trail and recreation, the applicant shall conduct further investigation, to the satisfaction of the Planning Division, in the area of known contamination on the portion of the subject property known as the "slough" and Staff Report To: Honorable Mayor and City Council RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-00-006 Date: April 24, 2002 Page 7 remediate any contamination to levels acceptable to DTSC and/or the Regional Water Quality Control Board." Slough Remediation - The Planning Commission questioned the status of the clean-up efforts in the slough, located to the south of the project site, which was issued a clean up order some time ago, and was the subject of much discussion during the hearings on the Scavenger's Materials Recovery Facility (MRF). The Commission was concerned with the perceived lack of progress with this effort. Staff noted that the slough remediation was required by the RWQCB, and that because the MRF project included a Parcel Map application to sever the slough from the MRF development site a $1 million bond was required to assure that the site would be remediated. Although the clean-up is not progressing very quickly, staff members at the Regional Board indicate a preliminary plan has been submitted and they expect to see clean-up efforts begin later this year. A letter was also submitted to the Planning Commission, copy attached, from Stoel Rives, the attorneys representing the Scavenger's, claiming the subject EIR is inadequate, and stating that the City should require Slough SSF LLC to contribute to the cost of the slough remediation. The letter also asserts that it is unfair to not require the project applicant to provide a financial guarantee for the slough remediation when such was required of Mr. Haskins, the owner of the parcel containing the slough. The City Attorney's office has prepared a detail response to this comment letter, a copy of which is attached. In summary, the attorney's office disagrees with the claims identified in the letter (absent one administrative error), clarifying that: 1) the City did not order the clean-up of the slough - this is the purview of the Regional Water Board, and the Regional Board has determined that the small portions of the slough which are part of the Slough SSF LLC property did not require remediation; and 2) the bond was required of Mr. Haskins because the contaminated slough was being severed from the MRF development site, resulting in a concern over the possibility of default on the slough property, since it has no substantial value - no such similar circumstance is present in the subject project. CONCLUSION: The Planning Commission, at its April 4, 2002 approved resolutions recommending City Council certify the final EIR, and approve the General Plan Amendment, Development Agreement and project entitlements for the Britannia East Grand Master Plan. The Commission found that the proposed project complies with the goals and objectives of the City's General Plan and the Downtown/Central Redevelopment Plan to develop high-quality, well-designed office and R&D developments throughout the northern portion of the East of 101 area. In addition, they determined that project complies with all the development standards and requirements of the P-I Planned Staff Report To: Honorable Mayor and City Council RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-00-006 Date: April 24, 2002 Page 8 Industrial Zone District, that the EIR thoroughly analyzed and reviewed the potential environmental impacts of the project, that the Development Agreement and that the Proposed Conditions of Approval provide adequate controls to ensure the orderly development of the site. Consequently, the Planning Commission recommends that the City Council take the following actions: 1) Adopt a Resolution to certify EIR-01-006, including findings and a statement of overriding considerations for cumulative traffic impacts and regional air quality impacts and approving a Mitigation Monitoring and Reporting Program; 2) Adopt a Resolution to approve General Plan Amendment GP-01-006 to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd. 3) Adopt a Resolution to approve PUD-01-006, UP-01-006 and DR-01-006 to approve the Britannia East Grand Master Plan and Design Review for the R&D buildings and Parking Structure A, including conditions of approval; and 4) Waive reading and introduce an Ordinance to approve Development Agreement DA-01-006. Attached are documents related to the case. and Community Development Approved~~ City Manager MAW:MVD:sk ATTACHMENTS: March 7 & April 4, 2002 Planning Commission Staff Reports & Minutes Planning Commission Resolution No. 2615 (EIR) Planning Commission Resolution No. 2616 (General Plan) Planning Commission Resolution No. 2617 (PUD/UP/DR/DA) Letter from Stoel Rives Response letter from City Attorney Draft City Council Reso - EIR (including the Mitigation Monitoring & Reporting Program) Draft City Council Reso - General Plan Draft City Council Reso - PUD, Use Permit & Design Review Draft Ordinance - Development Agreement DEIR excerpts - Fig. 10-1 & 10-2 Final EIR - Previously distributed (Draft EIR, Recirculation Draft EIR & FEIR Response to Comments) Plans Planning Commission Staff Report DATE: March 7, 2002 TO: SUBJECT: Planning Commission Britannia East Grand Project - Britannia East Grand Master Plan (EIR, PUD, GP, UP-01-006) to construct a phased development consisting of nine office/R & D buildings totaling approximately 783,533 sq. ft., an 8,000 sq. ft. childcare facility, a 5,000 sq. ft. fitness center, 8,000 sq. ft. of restaurant/retail use and two (2) five-to seven-level parking garages; a General Plan Amendment to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd.; Design Review of nine R&D buildings and Parking Structure A (DR-01-006); and consideration of a Development Agreement (DA-01-006). Location: Applicant: Case Nos.: Easterly terminus of East Grand Avenue - 27 acres Slough Estates PUD-01-006, UP-01-006, GP-01-006, DA-01-006, DR-01-006 & EIR-01-006 RECOMMENDATION: It is recommended that the Planning Commission open the public hearing, take testimony, and continue the public hearing to April 4, 2002. BACKGROUND Study sessions were held on the project in November and December of last year which allowed the applicant to provide a clear overview of the project and to discuss environmental issues. The draft Environmental Impact Report was initially circulated from October 12 - November 26, 2001. However, an issue arose with regard to comments provided by CalTrans on the draft EIR which resulted in a need to revise and recirculate the traffic section of the document. The comment period on the recirculation draft EIR runs until March 25, 2002. Consequently, the Planning Commission is requested to open this public hearing, take testimony and continue the matter to April 4, 2002, when the Final EIR Response to Comments document and draft Development Agreement are available. t Staff Report RE: Britannia East Grand Project Date: March 7, 2002 Page 2 DISCUSSION: · Project Description The applicant proposes to redevelop the former Fuller O'Brien Paint Company site, located at the easterly terminus of East Grand Avenue, into a campus-style research & development complex. The project consists of nine 3 & 4-four story office/R&D buildings totaling approximately 783,533 square feet, an 8,000 square foot childcare facility, a 5,000 square foot fitness center, 8,000 square feet of restaurant/retail use, and two 5-7 level parking garages. The project also includes a General Plan Amendment to delete the proposed East Grand Avenue extension to Point San Bruno Boulevard, in favor of including an emergency access road only. · Master Plan The project is proposed as a unified campus with development potentially phased over several years. The Planned Unit Development and Use Permit applications for the project outline the provisions of the Master Plan of development, including general site and building layout, permitted uses, development standards, and design guidelines. Final designs of individual buildings are to comply with the design guidelines and be approved through a series of Design Review applications, subject to final approval by the Planning Commission. The applicant is requesting approval of all the research and development buildings and Parking structure 1 at this initial phase. The childcare facility, Parking Structure 2, the final landscape plan, and any significant subsequent revisions to any of the approved buildings would be processed as separate Design Review applications, subject to Planning Commission review and approval. · Building/Site Design The site is arranged as a business campus of related buildings, shared open space and parking linked by landscaped pedestrian walkways. The central landscape spine serves as a unifying element for the buildings which border the parkway and the pedestrian paths that lead to it. Building Design - All buildings, although of different shapes and sizes, incorporate a similar design, consisting primarily of GFRC (glass fiber reinforced concrete) and metal panels, EIFS, and reflective glass (both vision and spandrel). Building entries are typically oriented so they are visible from the main campus drive, and are enhanced with stone and metal accent materials. Penthouses and other mechanical screening are provided to fully screen mechanical equipment. 2 Staff Report RE: Britannia East Grand Project Date: March 7, 2002 Page 3 Parking Structure Design - The garages are to be constructed primarily of concrete, with tinted glass detailing and metal accents at the elevator/stairway areas to tie in with the overall campus design. Approximately 5,000 square feet of retail and 3,000 square feet of deli/restaurant space is provided at the easternmost portion of the ground floor of Parking Structure A, located at the northern edge of the campus. A 5,000 square foot fitness center is provided within Parking Structure B, at the southwest comer of the site. Child Care Facility - The site includes an 8,000 square foot stand-alone childcare facility to accommodate 80-120 children at the northwest comer of the site. As has been previously discussed, the State Department of Toxic Substance Control (DTSC) currently has imposed a deed restriction on the site prohibiting this use due to potential environmental concerns with naturally occurring asbestos in the nearby serpentine rock, although levels of the contaminants are not presently known. Mitigation measures are included in the EIR to either work with DTSC to broaden the deed restriction to allow the childcare center based upon soil sampling at the site and a health risk assessment, or to relocate the childcare facility to another acceptable location. Bay Trail - The project provides a 100 foot landscaped setback from the Bay that includes the shoreline trail as well as periodic viewing platforms and seating areas; no buildings encroach into the shoreline band. The trail will be linked to the Scavenger site to the south via a bridge, and will stub into the Genentech property to the north. Design Review Board - The Design Review Board has reviewed the project at several meetings and has been very complimentary of both the building and site design. It has recommended approval of the building architecture and the general site layout, and has endorsed the preliminary landscape plan. However, the Board has recommended a more definitive landscape plan be provided for its review, which will subsequently be forwarded to the Commission for final action as a separate Design Review permit. · Parking The proposal provides for 3.1 parking spaces per 1,000 square feet for all uses on the parcel, which is less than the standard rate provided in the Off-Street Parking Regulations of the Zoning Ordinance (Chapter 20.74). The standard parking requirement for Research and Development uses is 4/1000 sq. ft. for the first 50,000 sq. ft., and 3/1000 for space in excess of 50,000 sq. ft. However, this standard also specifically allows for a reduction in those requirements subject to a use permit. In addition, the TDM Ordinance allows the Planning Commission to reduce parking standards so long as the amount of parking generated by the standards is supported by the overall TDM Plan for the project. Similarly, the PUD Ordinance provides that the City may accept revised parking standards 0 3 Staff Report RE: Britannia East Grand Project Date: March 7, 2002 Page 4 as long as evidence is provided that the number of parking spaces is adequate for the proposed uses because of the offered alternative solutions for providing or managing parking. The proposed supply of 2,454 spaces represents approximately 88% of the "standard" parking rate of 2,790 spaces, which is outlined below. Required Parking 2,612 - 2,800 spaces (2,706 average) Use Parking Ratio Project Office/R & D R&D - 4/1000 sq. ft. for 783,533 sq. ft. the first 50,000 sq. ft., and 3/1000 for space in excess of 50,000 sq. ft.~ Office - 3.3/1,000 sq. ft. Retail 5/1000 sq. ft. 8,000 sq. ft. 40 spaces Childcare 1/5 children 80-120 children 16-24spaces Fitness Center 4/1000 sq. ft. 5,000 sq. ft. 20 spaces TOTAL 2790 spaces Proposed Supply 2454 spaces Deficit -336 spaces (12%) Research and Development Parking Rates - The applicant has requested the reduced parking standard for R&D space based on the aggressive TDM requirements required of the project, the fact that similar reduced standards have been accepted and/or successfully applied within several large campus developments in the city, and based on studies from the Institute of Transportation Engineers (ITE). TDM - The TDM Ordinance requires all projects that generate in excess of 100 daily vehicle trips develop and continually maintain a TDM plan which includes specified measures. In addition, for projects requesting an FAR bonus the TDM plan requires additional measures and more stringent reporting requirements. Consequently, since the project request is for an FAR of .67, the TDM Ordinance requires the applicant prepare and administer a TDM Plan designed to achieve 30% alternative mode use. According to the Draft Supplemental EIR to the General Plan that was recently certified by City Council, it is conservatively estimated that a 35% alternative mode usage requirement would eliminate 24.5% of single occupancy vehicle trips. Using the same ratios, a 30% alternative mode usage could be expected to eliminate 21% of single occupancy vehicle trips. The Zoning Ordinance specifically allows for a reduction in those standards subject to approval of a use permit. Staff Report RE: Britannia East Grand Project Date: March 7, 2002 Page 5 Similar Projects - The City has allowed reduced parking standards in several large office/R&D campuses as indicated below: Gateway Specific Plan Area- In 1998, the Redevelopment Agency approved a reduced parking ratio of 2.83 spaces/1000 sq. ft. for Lots 1 and 9 in the Gateway Area, generally the area on the west side of Gateway Boulevard, north of Corporate Drive. This area includes a mix of office and R&D uses; no parking problems have been noted within these developments. Bay West Cove - Last year, the Redevelopment Agency adopted reduced parking standards for the Bay West Cove area, allowing for a ratio of 2.83 parking spaces per 1,000 square feet for both office and R&D projects. Genentech Overlay Zone - Parking requirements within the Genentech campus provide 2.5 spaces/1000 sq. ft. for office buildings and 1.5 spaces/1000 sq. ft. for R&D buildings. Similar parking requirements applied to the Britannia East Grand project would result in a parking requirement of 2~282 parking spaces (at 2.83 spaces/1000 for office/R&D space and standard rates for commercial and other uses.) ITE - The Institute of Transportation Engineers "Trip Generation" manual indicates that there are approximately 12% fewer employees per square foot in R&D buildings than in office buildings (2.93/1,000 sf vs. 3.32/1,000 sf, respectively.) Staff supports the reduced parking rate for this project, and could support even further reductions, based on these various factors and specifically because they support the overall efforts of the TDM plan as well as the City's General Plan, as put forth in the following recently amended policies: "4.3-I-11 Establish parking standards to support trip reduction goals by: Allowing parking reduction for projects that have agreed to implement trip reduction methods, such as paid parking. 4.3-I-12 Amend the Zoning Ordinance to reduce minimum parking requirements for projects proximate to transit stations and for projects implementing a TDM program." Furthermore, as has been stated by the City's TDM consultant, "The ability and willingness to rideshare is directly linked to parking availability. By not providing an overabundant supply of Staff Report RE: Britannia East Grand Project Date: March 7, 2002 Page 6 parking spaces at full buildout, the City is laying the groundwork for successful promotion of alternative transportation. Preferential parking spaces placed near the building entrances are an excellent incentive and sends a clear visual message to employees and the community that alternative transportation is important." · Traffic The EIR identifies that the proposed project is anticipated to generate a total of 7,346 net new daily trips, with 1,037 new AM peak trips and 1,010 new PM peak trips. These rates are quite conservative since they are based on office trip rates, rather than R&D rates, but have been used since even though the project does not currently anticipate any significant amount of office use, the project use mix may change over time. Short Term Impacts (2003) - Without mitigation, the project traffic combined with traffic from other approved development would cause LOS to exceed standards at four intersections: Airport Blvd./Grand Ave. (Decline from LOS D to F in the AM peak.) Littlefield Ave./E. Grand Ave. (Decline from LOS D to F in PM peak, continued operation at LOS F in AM peak) Allerton Ave./E. Grand Ave. (Decline from LOS C to F in PM peak, continued operation at LOS F in AM peak) So. Airport Blvd./Gateway Blvd./Mitchell Ave. (Decline from LOS E to F in PM peak) Physical improvements to all of these intersections are identified in the East of 101 Transportation Improvement Program and/or the draft EIR which would improve operations to LOS D or better. The project sponsor would be required to financially contribute to these improvements. Long Term Impacts (2020+) - Without mitigation, traffic generated by approved and potential development plus the proposed project would cause LOS to exceed standards at eight intersections: Gateway Blvd./East Grand Ave. (Decline from LOS E to F in AM peak) Harbor Way/Forbes Ave./East Grand Ave. (Continue to operate at LOS F during PM peak) Littlefield Ave./East Grand Ave. (Continue to operate at LOS F during both AM and PM peaks) Allerton Ave./East Grand Ave. (Continue to operate at LOS F during both AM and PM peaks) Grandview Dr./East Grand Ave. (Decline from LOS B to F during AM peak) Airport Blvd./San Mateo Ave. (Decline from LOS D to F during PM peak) Staff Report RE: Britannia East Grand Project Date: March 7, 2002 Page 7 Gateway Blvd./So. Airport Blvd. (Continue to operate at LOS F during AM peak) So. Airport Blvd./US 101 northbound ramps (Continue to operate at LOS F during AM peak) Physical improvements to all of these intersections are also identified in the East of 101 Transportation Improvement Program and/or the draft EIR which would improve operations to LOS D or better. The project sponsor would be required to financially contribute to these improvements. The EIR analyzed alternatives to the proposed project, including a "Reduced Development Alternative", which involves the same mix of uses as the proposed project with a 25% reduction in square footage (from an FAR of .67 to .5). While the reduced project would generate 25% less traffic, both the near term and long term impacts to the intersections would remain the same and would require the same mitigation measures. · Preliminary TDM Plan In accordance with the requirements of the TDM Ordinance, the applicant has prepared the attached preliminary TDM plan designed to achieve a minimum 30% alternative mode use, consistent with the request to allow an FAR of 0.67. The preliminary TDM plan provides for the requisite mode shift goal, and includes all mandatory elements including participation in shuttle programs, carpool & vanpool ridematching and preferential parking, guaranteed ride home program, secure bicycle parking, shower and locker facilities, an on-site program coordinator, promotional programs, participation in the Peninsula Congestion Relief Alliance (Alliance), etc., as well as several additional measures including provision of on-site amenities (retail, food service, childcare, exercise facility), paid parking, transit pass subsidies, and reduced parking. · General Plan Amendment - East Grand Ave. Extension The EIR also analyzed the potential impacts related to the subject request for a General Plan Amendment to eliminate a proposed public street connection between East Grand Avenue and Point San Bruno Blvd. through the project site. While the street would be eliminated the project would instead provide an emergency access road to the northeast corner of the site where it could be connected to Point San Bruno through the Genentech campus. The EIR indicates that since both the project site and the Genentech sites are being developed as employment oriented R&D uses there would be very little demand for vehicle movements between the two areas. A minor amount of traffic may travel between the Genentech area and the project site to access the commercial portions of the project, such as the food service or fitness center, however these trips could easily be accommodated by the existing public street system without necessitating additional public street connections. Staff Report RE: Britannia East Grand Project Date: March 7, 2002 Page 8 Staff has discussed this street connection in the past with Genentech. As indicated in the attached letter, Genentech continues to oppose the extension of this roadway as a public street connection due to negative engineering, cost, security and traffic concerns. · Study Session Issues Garage Design At the last Planning Commission study session several commissioners commented on the design of the parking garage, noting that it is a very long (400 ft+) unbroken plane, and requesting the applicant provide additional articulation. As indicated in the attached plans, additional details have been incorporated including stronger variations in building colors, added details at the pedestrian level (bus shelter, storefront design, etc.) and planters along upper levels of the garage to allow plantings to spill down the face of the structure. Pedestrian Access There was some discussion about the location of the parking structures, and specifically with the distance between the parking structures and Building Nos. 6 & 8. The architect has provided perspectives of the pedestrian pathways linking the various buildings with the parking facilities. The distance from Parking Structure A to Building 6 is approximately 630 feet. The distance from Parking Structure B to Building 8 is approximately 600 feet. These distances are very comparable to the parking situation for the highrises along Gateway Blvd. Staff supports the provision of structured parking in this development since it implements policies of the General Plan, as shown below, by allowing the project to minimize vehicular spaces, maximize open space and create a campus feel to the development. "DE-20: Projects should be designed to minimize driveways and vehicular circulation areas, while maximizing outdoor public spaces. DE-22: Developments should include on-site open space as a unifying element and as areas for employee use. Open space should be continuous and should connect separate buildings or sites, especially in campus-like developments." Development Agreement As indicated above, given the unknowns regarding the ability and timing to construct a child care facility on the site, it is desirable to have a development agreement to clearly outline how provision of this facility will be ensured. While the final details are still being worked out, the Staff Report RE: Britannia East Grand Project Date: March 7, 2002 Page 9 Development Agreement must be reviewed by the Planning Commission prior to its adoption. It is anticipated that the Development Agreement will be available for consideration at the April 4th Planning Commission meeting. CONCLUSION: No formal action is requested at this time. The Planning Commission is requested to open the public hearing, take testimony and continue the matter to April 4, 2002, when the Final EIR Response to Comments document and draft Development Agreement are available. Attached are documents related to the case. Susy K al,,lffn Principal Planner ATTACHMENTS: Minutes from Nov & Dec. Study Sessions Letter from Genentech Project Perspectives Preliminary TDM Plan CITY OF SOUTH SAN FRANCISCO SPECIAL MEETING PLANNING COMMISSION MINUTES MUNICIPAL SERVICES BUILDING 33 ARROYO DRIVE November 15, 2001 CALL TO ORDER / PLEDGE OF ALLEGIANCE 6:30 I~.m. ROLL CALL / CHAIR COMMENTS MEMBERS PRESENT: Commissioner D'Angelo, Commissioner Honan, Commissioner Ochsenhirt, Commissioner Sim, Commissioner Teglia, Vice Chairperson Romero and Chairperson Meloni MEMBERS ABSENT: None STAFF PRESENT: Planning Division: City Attorney: Thomas C. Sparks, Chief Planner Susy Kalkin, Principal Planner Kimberly Johnson AGENDA REVIEW No Changes ORAL COMMUNICATIONS None STUDY SESSION Britannia East Grand Master Plan a. Study session to introduce the Britannia East Grand (PUD, GP, UP-01-006) Master Plan to construct a phased development consisting of nine office/R & D buildings totaling approximately 783,533 sq. ft., an 8,000 sq. ft. childcare facility, a 5,000 sq. ft. fitness center, 8,000 sq. ft. of restaurant/retail use and two (2) five-to seven-level parking garages; and a General Plan Amendment to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd. Public comments on the Draft Environmental Impact Report (EIR-01-006). Principal Planner Kalkin gave the staff report. Richard Morehouse, Morehouse & Associates, principal author of the Environmental Impact Report, joined by Mike Aronson, Transportation Planner, who is responsible for the Traffic Impact Analysis. Mr. Morehouse gave an overview of the findings of the EIR, summarizing the potential impacts. The project will cause one landuse impact - the proposed square footage of the project will exceed the amount allowed by the General Plan by about 200,000 square feet. To mitigate the applicant will reduce the proposed square footage or obtain a floor area bonus as allowed by the General Plan if the developer will commit to the trip reductions through a Transportation Demand Management program. The TDM program figures largely in the mitigation of other impacts beside this landuse impact. There were six transportation impacts identified having to do with the fact that the project would exceed 100 peak hour vehicle trips. To mitigate, the applicant would implement a TDM program that is acceptable to the City and County Association of Governments and consistent with the General Plan. The project would also have impacts to three freeway segments operating at level of service "F" which would result in a significant unavoidable impact that would require a Statement of Overriding Considerations. There would be a decline in levels of service for four intersections in 2003, and a decline of levels of service for six intersections by 2020. This would require implementation of the TDM program. Funds will also be provided for physical improvements to affected intersections and funds for a share of improvements in the East of 101 area consistent with the Transportation Improvement Program. The project would eliminate the extension of East Grand Avenue, which will be resolved through a General Plan Amendment. The plan has a shortage of about 240 parking spaces but that is not a problem because fewer spaces are encouraged by the City S:\Minutes~linalized\lll$OlSSPC.doc Page I of 4 ~) i ~) and would be supportive of the TDM measures. There were two Air Quality impacts identified in the EIR: construction dust, mitigated by the Bay Area Air Quality Management District guidelines; and regional air pollution, which would be a significant unavoidable impact which would require TDM measures to reduce the pollution from vehicular trips. However, because the TDM measures would not fully mitigate the impact the City would have to make a Statement of Overriding Considerations. The DEIR found 18 technical impacts all having to do with soils conditions and ground conditions including the potential instability of the existing fill soils and bay mud, potential for seismically induced landslides, potential for ground shaking, potential for loose soil potential of clay soils, and differential settlement where development gets built on older buried foundation materials. All these would be mitigated by complying with policies of the East of 101 Area Plan that require incorporation of geotechnical investigation findings into engineering design and structures. The DEIR found two human health impacts: exposure of construction workers to contaminated soils and exposure of children at the childcare facility to both contaminated soils and naturally occurring asbestos in serpentine rock. The reason for separating the construction workers from children is that the children are susceptible to airborne lead problems. The mitigation for the construction workers is a soil management plan, health and safety plan and dust mitigation plan to protect the workers. With respect to children, to mitigate the exposure of children at the daycare facility the soil would need to be sampled and if contamination is not shown to be an unacceptable risk the existing deed restriction could be amended to allow childcare facilities on site. Now it is prohibited. But if the contamination is significant, additional measures would be required or the childcare facility would need to be relocated on site or off-site. Other issues discussed were six biological impacts. Bill Rogalla, Slough Estates, gave a rundown to the Commission of all their projects in South San Francisco and introduced the representatives from DES Architects, the architectural engineering and landscaping firm, Geomatrix, the environmental consultant, and Wilsey Ham, Civil Engineers. Tom Gilman, DES, gave a powerpoint presentation and introduced Susan Eshwiler, partner, Lindsay Noble, project manager and architect, Bill Southern, landscape architect, Jeff Peterson, Civil Engineer, Tom Graf, Environmental Consultant, and Will Lee Graphics. Jackie Williams, 242 Longford Drive, had a question answered by the presentation, which was whether the project was going to hook up to the Scavenger Company's portion of the Bay Trail. The Bay Trail is going to be extended so there is public access. The second question was with regard to lead contamination. That didn't seem that was going to be a mitigation that was considered right now. What happened to the lead contamination? When the Scavenger Company got their approvals they were supposed to do remedial action for lead and as far as she knows it has never bben done. She questioned whether the remedial action would occur with this project. Thirdly, she questioned whether consideration had been given to providing for solar panels on the roofs of these buildings since they have big flat roofs. She hoped that solar could be considered more strongly to prevent a power plant from being built in the City. Chairperson Meloni requested a response from the Environmental Engineer. Tom Graf, Geomatrix, responded that The Fuller O'Brien Co. manufactured paint since the turn of the century. He noted that because the manufacturing occurred only in specific areas, in looking at the contamination of the site over time it has been restricted to a few areas. The contamination was lead and lacquer thinners and the additives to oil based paints. Most of the site has been demolished and is vacant land. The clean up on the vacant area of the land has been completed. It has been certified by the EPA and Department of Toxic Substances Control from the soils stand point. The materials excavated along the shoreline area and wetland area was removed to the satisfaction of those agencies and now exists only in relatively low concentrations. The lead contamination in that area is actually primarily from ceramics and not paint. It was from the original fill that was there. The operating facility is considered a capsule. The open land has been cleaned up. There is one area that is currently capped that has some concentrations of lead underneath it, relatively low concentrations. Underneath the operating facility there are some higher concentrations of lead and this was historically where the paint was formulated and mixed. The whole point of the EPA and DTSC involvement on industrial commercial sites has been to provide adequate clean up to allow a development to take place without being a threat, or propose a potential threat, to either human health or the ecological health around it. The way the site is being developed is that the current vacant pieces of land have been taken care of for lead contamination and petroleum hydrocarbons. The existing facility that will be demolished as a second phase as the campus gets developed, we have been in discussions with DTSC and they have agreed, that the existing facility operates as a cap and during construction S:\Minutes~thmlized\l 11501SSPC.doc Page 2 of 4 there will be dust control and mitigation for any airborne contaminates lead. The final site becomes the cap again because lead is not soluble and it won't go into the groundwater. The only exposure is in dust that would be generated. The whole development becomes a cap over the lead so that when the project is finished there is not exposure to either the site occupants, the people working there or people walking around the Bay Trail. There is some naturally occurring serpentine up in the hills and there are some layers in the serpentine that contain asbestos. As part of the construction, there are very strict dust control plans that will be undertaken during the time the site is being developed so there won't be an asbestos problem in the air to the construction workers or the adjacent Genentech or transportation properties. At the completion of site development the landscaping, the building and the pavements form a cap. The asbestos is taken care of in the same way the lead is taken care of; the airborne dust problems are mitigated by the actual development itself. Commissioner Teglia questioned the type of cap being discussed. Tom Graf, Geomatrix, responded: In the second phase, which is a higher contamination area, the buildings themselves would be a cap over the soil that they occupy. The roadways are a cap, and in the landscaped areas there is 2 feet of soil over the affected lead soil. You either have a 2-foot thick landscaping cap, pavement, sidewalks or buildings which form the entire cap. Commissioner Teglia questioned whether a more intense mitigation or more of a cleanup is feasible. For example: removing contaminated soil off-site. Tom Graf, Geomatrix, noted it is actually the policy of the agencies not to perform those types unless it is actually considered necessary. Both the Water Board and the DTSC for a long time have come to the conclusion if it can stay in place safely that is acceptable, rather than digging it up and moving it to another place, as long as the development of the site actually mitigates and is protective of the environment around it. Commissioner Teglia noted his concern about the cap near the shoreline since that area is subject to severe winds which could readily erode two feet of top soil. Tom Graf, Geomatrix, responded that higher concentration lead is back up underneath the buildings away from the shore. The excavations that took place were right along the shoreline both along the bayside and the San Bruno channel side so those areas don't even need a cap because they have already been cleaned up. Commissioner Teglia questioned whether the slough between this property and the Scavengers' had been fully cleaned up. Tom Graf, Geomatrix, noted that is something that is ongoing with the Water Board in negotiation with the owners of that property. It is not part of the Fuller O'Brien property. He was not sure of the schedule on it but believed there is a clean up that has been proposed. Commissioner Honan questioned how the integrity of the cap is maintained when pilings are to be used. Tom Graf, Geomatrix, responded that there are three different plans that have to be given to the agencies and the site management plan and dust control plan would address this issue. There will be a small amount of excavation in a few feet with a pile diameter of about 16-18 inches and then the piles are driven into the ground. There is very little lead soil that actually comes to the surface. Lead is not soluble in groundwater, so there would be no groundwater pollution problem and because it is underneath the building the lead is encapsulated. What small amount that does get brought to the surface is managed under the site soil management program and dust control program so it is not allowed to dry up and blow away and has to be managed in separate stockpiles away from the regular construction dirt. Commissioner Honan questioned whether the contaminated soils were anywhere near the childcare center. Tom Graf, Geomatrix, noted there are two types of contamination on site. One is the lead and petroleum and the other is naturally occurring asbestos in the serpentine rock along the slopes. What we know so far is the serpentine containing asbestos is typically found toward the bay, to the east of the childcare facility. In moving forward with the childcare center, because of the deed restrictions on site, the applicant would be in negotiations with the DTSC to be able to do a childcare center based on a risk assessment. What will be done in between now and actually building the childcare center would be demonstrating that the soil on the embankment surrounding the childcare center doesn't contain a significant amount of asbestos in the serpentine and that there isn't a dust problem going in there. The childcare center would be built last so that all the disturbances in contaminated areas would be completed, buildings done and landscaping in, before the childcare facility is built. That is the other mitigation so that there wouldn't be any potential for construction dust to be moving toward the childcare center. S:\Minutes~l'malized\l 11501SSPC.doc Page 3 of 4 '~' Commissioner Sim complimented the applicant on an excellent presentation. He questioned the capping methods for utility lines, stormdrain lines, sanitary sewer lines, etc., that are not underneath the buildings. Tom Graf, Geomatrix, responded that the storm-drain and utility lines are in utility corridors. Trenches will be dug and the materials deemed to be contaminated are set aside and dealt with on other areas of the site. "Clean soil" fill is put back in above the utilities so that if you go back into the utility corridor you would have clean soil to dig into. So, it would minimize future maintenance operation exposure to contaminated soil. Chairperson Meloni noted for the television audience and others in attendance for the regular meeting that the regular meeting will start as soon as we get through with the presentation that is before us on this special study session. Commissioner D'Angelo noted concern that there are a lot of people waiting and this item was scheduled for an hour. Commissioner Ochsenhirt agreed, noting he would hold his comments for another time. Chairperson Meloni asked whether the Study Session could be continued. Principal Planner Kalkin noted that the public comment period on the EIR closes on November 26th which would be before the next Planning Commission meeting. Written comments would certainly be accepted through that period. Chairperson Meloni asked for additional EIR related comments. Vice Chairperson Romero reiterated concern with the clean up of the area on the Scavenger site noting he wouldn't want to see that particular area to be ignored and allow a project to go forward without an adequate clean up of both of these areas. Chief Planner Sparks responded that the slough area is being cleaned up. The staff at the Regional Board overseeing it indicated that the person responsible is moving with all deliberate speed. It is not the most aggressive clean up but it is proceeding. Commissioner Teglia commented that the project is obviously going to generate a lot of traffic. He wanted to mention that the applicant should expect to hear this as a major concern when the project comes to public hearing. He acknowledged that we have the TDM Ordinance provisions but was still concerned with the level of traffic. This is a very dense project and perhaps slightly lower density should also be considered or feasibilities examined. Chairperson Meloni asked that as the project proceeds to the public hearing stage that clear designs, including heights and building siz.e.s and materials, are clearly depicted. Tom Gillman, DES Architects responded that the project design has been proceeding through the Design Review Board process as details on the buildings and garages are finalized. He further noted, regarding solar panels on the projects, that as these are biotech buildings they require a great deal of mechanical equipment on the roofs. The penthouses in most cases account for only a third of the roof but the area that will be required with the roof screen area typically on a biotech building might get up to 75% or greater. There is not a lot of space left. The amount of power and electricity generated, given the particular surface area and buildings of this nature, would be fairly incidental. ADJOURNMENT 7:41 p.m. Motion D'Anl~elo / Second Honan to adjourn. I Secretary to the Planning Commission City of South San Francisco Michael Meloni, Chairperson Planning Commission City of South San Francisco NEXT MEETING: Regular Meeting December 6, 2001, Municipal Services Building, 33 Arroyo Drive, South San Francisco, CA. TCS/pc S:\Minutes~linalized\l 11501SSPC.doc Page 4 of 4 CITY OF SOUTH SAN FRANCISCO REGULAR PLANNING COMMISSION MEETING DRAFT MINUTES MUNICIPAL SERVICES BUILDING 33 ARROYO DRIVE December 20, 2001 STUDY SESSION a. Britannia East Grand Cherokee San Francisco LLC-owner Slough Estates-applicant 450 East Grand Ave. (Easterly terminus of East Grand Ave. (formerly Fuller O'Brien site) PUD/UP/GP/DR-01-006 and EIR-01-006 Study session on the Britannia East Grand Master Plan (EIR, PUD, GP, UP-01-006) to construct a phased development consisting of nine office/R & D buildings totaling approximately 783,533 sq. ft., an 8,000 sq. ft. childcare facility, a 5,000 sq. ft. fitness center, 8,000 sq. ft. of restaurant/retail use and two (2) five-to seven-level parking garages; a General Plan Amendment to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd.; and Design Review of R & D Buildings and Parking Structure A (DR-01-006). Principal Planner Kalkin presented the staff report. Tom Gilman, DES Architects, gave a presentation on the overall site and building design. The campus would have interconnecting pedestrian pathways throughout. Included are nine R&D buildings which are 3 and 4 story and vary in size. 2,200 parking spaces are provided in the 2 parking structures which account for 85 -90% of the parking. Additionally, a childcare facility is provided. An amphitheater is included at the southeast corner of the site to take advantage of the bay views; landscape berms are provided to protect this area from prevailing winds. A preliminary TDM plan is currently being prepared and will be available for Planning Commission review at the January meeting. The Master Plan provides flexibility in size for variation in tenants. The design guidelines create a distinct image for the overall campus. The entries feature stone accents. Varied use of materials on the buildings as well as varied color and finishes are included. Commissioners discussed various design issues including lobby design, roof screening, and signage. The architect responded and noted that they will be following up with a full sign program submittal. Mike Aronson, traffic consultant, noted the traffic study was very conservative as it uses office trip generation rates rather than R&D, thereby allowing for maximum flexibility in use of the buildings in the future. Commissioners questioned how the childcare center fit into the project phasing, noting concern that the project includes sufficient guarantees to ensure that the center is built. The applicant responded that the childcare center would need to be the last building constructed due to concerns with potential for airborne contaminants, etc, or if the State Department of Toxic Substances does not allow construction on site that an alternative site may be necessary. Commissioners expressed concern with the design of the garage, noting it appears as a very long (400+ feet) massive elevation. Commissioners suggested adding more vertical lines, trees, etc. to break it up. They also questioned the species of trees along the parking garage. The architect responded that the trees would be Brisbane Box or a similar medium to fast growing species. Commissioner Romero noted concern with the proposed General Plan Amendment, commenting that the roadway extension would provide additional connections/alternatives for dispersing traffic and would provide better access to the bay trail. He also felt the amount of surface parking was inadequate and reouires r~eor~le to walk too far, est~eciallv to buildings 6 and 8. He suggested consideration be ~iven to adding covered walkways. Staff noted that the applicant would continue to work on ways to resolve these outstanding issues in advance of the January public hearing. It was also noted that the Final EIR should be available in early January for the Planning Commission's review and consideration. Genentech, Inc. 1 DNA Way South San Francisco, CA 94080-4990 (650) 225-I 000 FAX: (650) 225-6000 January 14, 2002 City of South San Francisco Planning Division Principal Planner-Ms Susy Kalkin Subject: East Ave. Extension to Pt. San Bruno Ave. Dear Ms. Kalkin, Pursuant to our phone discussion last week, Genentech would restate the company's previous position that we are not in support of the proposed extension of East Grand Ave. to Pt. San Bruno Ave. As stated in a previous Genentech letter to the City by then Senior Vice President, Jim Pm,eck, there are many negative engineering, cost, security, and traffic issues for Genentech. A traffic study by Fehr & Peer indicated minimal to no benefit for Genentech employees and very little traffic improvement for drivers on East Grand, Forbes, and Grandview. Additionally, given the huge engineering challenge and cost for the City to build this extension we would recommend the City seriously consider removal of this extension preject. Sincerely, ~' '"'~et~e~r ~Yee~ ~ Principal Planner, Genentech 016 Planning Commission Staff Rep o rt DATE: TO: SUBJECT: April4,2002 Planning Commission Britannia East Grand Project - Britannia East Grand Master Plan (EIR, PUD, GP, UP-01-006) to construct a phased development consisting of nine office/R & D buildings totaling approximately 783,533 sq. ft., an 8,000 sq. ft. childcare facility, a 5,000 sq. ft. fitness center, 8,000 sq. ft. of restaurant/retail use and two (2) five-to seven-level parking garages; a General Plan Amendment to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd.; Design Review of nine R&D buildings and Parking Structure A (DR-01-006); and consideration of a Development Agreement (DA-01-006). Location: Applicant: Case Nos.: Easterly terminus of East Grand Avenue - 27 acres Slough PUD-01-006, UP-01-006, GP-01-006, DR-01-006, DA-01-006 & EIR-01-006 RECOMMENDATION: It is recommended that the Planning Commission conduct a public hearing and take the following action: 1) Adopt a Resolution recommending the City Council certify EIR-01-006, including findings and a statement of overriding considerations for cumulative traffic impacts and regional air quality impacts; 2) Adopt a Resolution recommending the City Council approve General Plan Amendment GP-01-006 to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd; and 3) Adopt a Resolution recommending the City Council 1) approve PUD-01-006, UP-01- 006 and DR-01-006 to approve the Britannia East Grand Master Plan and Design Review for the Office/R&D buildings and Parking Structure A, including conditions of approval; and 2) adopt and Ordinance to approve the Development Agreement DA-01-006. 017 Staff Report RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-01-006 Date: April 4, 2002 Page 2 BA CKGROUND/DISCUSSION: Study sessions were held on the project in November and December of last year which allowed the applicant to provide a clear overview of the project and to discuss environmental issues. A public hearing was held on March 7, 2002 and was subsequently continued to April 4, 2002 to address the remaining outstanding issues: the Final EIR, the Development Agreement and the proposed Conditions of Approval. Environmental Impact Report The draft Environmental Impact Report was initially circulated from October 12 - November 26, 2001. However, an issue arose with regard to comments provided by CalTrans on the draft EIR which resulted in a need to revise and recirculate the traffic section of the document. The comment period on the recirculation draft EIR ended on March 25, 2002. A Final EIR Response to Comments Document has been prepared to address all comments provided on both the initial draft and the recirculation draft EIR, and is attached for the Commission's review. The Environmental Impact Report reviewed and analyzed the following potential environmental impacts: Land Use and Planning, including the maximum square footage of development allowed by the General Plan; Transportation and Circulation, including trips generated in peak hours, impacts to freeway segments, declines in Level of Service at nearby intersections, elimination of a public street through the Project, and restrictions on parking to reduce congestion; · Air Quality, including construction dust, and increases in regional air pollution; Earth, including ground shaking, soil stability, landslides, lateral spreading, liquefaction and expansive soils; Human Health, including the exposure of children in a proposed childcare facility and construction workers to contaminated soils, potential water quality degradation during operations; Staff Report RE: Britannia East Grand PUDFLIP/GP/DR/DA/EIR-01-006 Date: April 4, 2002 Page 3 Hydrology and Water Quality, including water quality degradation; Cultural Resources, including potential to damage unknown cultural sites and artifacts; Wetlands, including the loss and potential replacement of wetlands on-site, intrusion into the coastal marsh; Utilities, including impacts to aging wastewater collection facilities, a potential shortfall in existing on-site wastewater collection facilities, cumulative demand for wastewater treatment capacity; and Cumulative impacts Significant Impacts The EIR identifies 31 significant or potentially significant impacts. With the exception of two impacts, one related to traffic and one related to air quality, mitigation measures are identified to reduce all other impacts to a less than significant level. The two impacts identified as "Significant and Unavoidable" relate to cumulative traffic impacts on US 101 and to regional air quality impacts. Both of these impacts were identified as "Significant and Unavoidable" in the General Plan EIR, adopted in 1999. In certifying the General Plan EIR, the City Council adopted a Statement of Overriding Considerations for these same two impacts. The Project cannot be approved unless a Statement of Overriding Considerations is adopted which balances the benefits of the proposed Project against its unavoidable air quality and transportation impacts. The earlier Statement of Overriding conditions that was made by the City would also apply to the Britannia East Grand Project as follows: The City of South San Francisco approved an update to its General Plan and Environmental Impact Report in October 1999. The City Council made a statement of overriding considerations in its approval of the General Plan update, because the measures identified to mitigate for traffic congestion along US 101 and regional air pollution would not be sufficient to reduce the impacts to less than significant levels. 2. The Britannia East Grand Project would impact some of the same freeway segments that were identified in the General Plan EIR and whose traffic and air quality effects Staff Report RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-01-006 Date: April 4, 2002 Page 4 could only be partially mitigated. Therefore, a Statement of Overriding Considerations that was made for approval of the General Plan would also apply to decision-making on the Britannia East Grand Project by the City. Development Agreement The City and the developer have negotiated the attached Development Agreement to clarify and obligate several project features and mitigation measures, including the child care facility, public art, landscape improvements, TDM reporting and monitoring requirements, and specific mitigation fees for traffic impacts at the US 101/South Airport Blvd. Ramps and for East of 101 sewer facility impacts. Child Care Facility - The Commission has expressed clear concern that, given the environmental constraints on the site, construction of the childcare center be assured. The Development Agreement requires that the developer obtain, within 18 months of execution of the Agreement, a determination from the appropriate environmental agencies as to whether a childcare facility can be built on the site. It further provides that if the facility can be built on site, construction must commence early enough to ensure completion by December 31, 2007. If either the environmental clearances cannot be obtained within 18 months, or completion of the facility by December 31, 2007 cannot be guaranteed, the Agreement includes provisions to require the applicant to construct the child care facility at an off-site location acceptable to the City, to be completed no later than December 31, 2007, or to pay an equivalent sum to the City to allow it to acquire a site and construct the facility within the same timeframe. Public Art - The Agreement sets out minimum requirements for value of public art on the site as well as for timing of installation. Landscape Improvements - The Commission commented on the project phasing with concern that the overall project not be left unfinished if market conditions change. The Development Agreement obligates the developer, prior to issuance of a grading permit, to submit a plan outlining landscaping and common improvements for each phase of the project. A Letter of Credit is required to assure completion of these improvements within the 1 O-year term of the Development Agreement. Staff Report RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-01-006 Date: April 4, 2002 Page 5 TDM Monitoring and Reporting - Provisions have been included in the Development Agreement to specifically outline the TDM reporting and monitoring provisions for a multi- building, multi-tenant complex. These provisions are identical to those included in the Bay West Cove Owner Participation Agreements. These provisions are also included in the Proposed Conditions of Approval. US 101/South Airport Off-Ramp - The Recirculation Draft EIR identified mitigation requirements at this location and identified a fair share contribution attributable to the project. However, the City is presently considering and amendment to the East of 101 Traffic Impact Mitigation Fee to address the Grand Avenue/US 101 northbound ramp and the South Airport/US 101 ramp system which were not identified as required improvements in the original Fee Study adopted last September. The Development Agreement is drafted to require a fair share payment for this improvement whether or not the East of 101 Traffic Mitigation Fee is amended to include the freeway ramp improvements. Sewer Facilities Fee - The City of South San Francisco has identified the need to investigate the condition and capacity of the sewer system within the East of 101 area. The existing sewer collection system was originally designed many years ago to accommodate warehouse and industrial use and is now proposed to collect uses with a much greater sewage flow. These additional flows, plus groundwater infiltration into the existing sewers, due to ground settlement and the age of the system, have resulted in pumping and collection capacity constraints. A study and flow model is proposed to analyze the problem and recommend solutions and improvements. As part of this effort, the City is studying, pursuant to Government Code section 66000, the "Mitigation Fee Act," adoption of a Sewer Facility Impact Fee for the East of 101 Area to provide funding for these identified improvements. Until such fee is adopted the Development Agreement sets out provisions for payment of an estimated fee. CONCLUSION: The proposed project complies with the goals and objectives of the City's General Plan and the Downtown/Central Redevelopment Plan to develop high-quality, well-designed office and R&D developments throughout the northern portion of the East of 101 area. In addition, the project complies with all the development standards and requirements of the P-I Planned Industrial Zone District. An EIR was prepared which thoroughly analyzed and reviewed the potential environmental impacts of the project. The Development Agreement and the Proposed Conditions of Approval provide adequate controls to ensure the orderly development of the site. Consequently, staff recommends that the Planning Commission take the following actions: Staff Report RE: Britannia East Grand PUD/UP/GP/DR/DA/EIR-01-006 Date: April 4, 2002 Page 6 1 ) Adopt a Resolution recommending the City Council certify EIR-01-006, including findings and a statement of overriding considerations for cumulative traffic impacts and regional air quality impacts; 2) Adopt a Resolution recommending the City Council approve General Plan Amendment GP-01-006 to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd; and 3) Adopt a Resolution recommending the City Council 1) approve PUD-01-006, UP-01-006 and DR-01-006 to approve the Britannia East Grand Master Plan and Design Review for the R&D buildings and Parking Structure A, including conditions of approval; and 2) adopt an Ordinance to approve Development Agreement DA-01-006. Attached are documents related to the case. ~uk~y Kal~J'~~ Principal Planner ATTACHMENTS: Draft EIR Resolution Draft GP Resolution Draft PUD/UP/DR/DA Resolution w/Conditions of Approval and Draft Development Agreement Ordinance FEIR Response to Comments Plans - Commission Only Recess called at 8:22 p.m. Recalled to order at 8:35 Britannia East Grand Cherokee San Francisco LLC-owner Slough Estates-applicant 450 East Grand Ave. (Easterly terminus of East Grand Ave.) PUD, GP, UP, DR, DA-01-006 and EIR-01-006 Britannia East Grand Master Plan (EIR, PUD, GP, UP-01-006) to construct a phased development consisting of nine office/R & D buildings totaling approximately 783,533 sq. ft., an 8,000 sq. ft. childcare facility, a 5,000 sq. ft. fitness center, 8,000 sq. ft. of restaurant/retail use and two (2) five-to seven-level parking garages; a General Plan Amendment to delete the proposed East Grand Avenue roadway extension to Point San Bruno Blvd.; Design Review of nine R & D Buildings and Parking Structure A (DR-01-006) and consideration of a Development Agreement (DA-01-006) Public Hearing opened. Staff report presented by Principal Planner Kalkin. Assistant City Attorney Johnson responded to a letter from Anne Mudge, representing SSF Scavenger Company, regarding the slough remediation and bond issues · The slough under remediation is part of Haskins' property and is not part of the property owned by Slough Estates. This project does not impact the slough and under CEQA there are no significant environmental impacts to the area, therefor it is not addressed in the EIR. · The Scavenger Company believes that Slough Estates should pay a million dollar bond for the remediation of the slough. Haskins and Scavengers created a parcel that was distinct from any other developable parcel that consists of slough as part of the property transaction. The Planning Commission added a condition of approval to the MRF proposal to guarantee the remediation of the property by Haskins, and they paid a bond to tie them to the remediation of the property. Commission comments." The Commission asked for clarification as to where the slough that needs to be remediated is located, who owns the slough under remediation, and where did the problem begin. · The site should have been cleaned up before the MRF went into place. · Chairperson Romero noted that the slough issue was raised when the MRF approval was before the Commission. The site was subdivided and the responsible party was not identified. The slough is being separated once more with this proposal. Staff's response: · Chief Planner Sparks pointed out that the project does not include the slough and does not impact the project. The slough to be remediated is owned by Haskins and the portion owned by Slough was studied and cleanup is not required. · Chief Planner Sparks noted that BCDC and the Water Quality Control Board are moving forward with the cleanup, although there is not a firm timetable. Commission comments to the applicant: · Commissioner Teglia asked if there had been tests on the slough and if it was contaminated. · Commissioner D'Angelo was concerned with the level of contaminants and there not being a great difference between the levels on the Slough Estates property than that on the Haskins property. S:Wlinutes\04-04-02 RPC.doc Approved on April 18, 2002 0~, '-~ Page4of 8 · Commissioner D'Angelo asked how the developer would prevent disruption of the soil and further contaminating the slough. · Commissioner D'Angelo questioned if there was going to be pre-testing and post testing. Applicant's response: · Tom Graft, consultant, noted that a Corrective Measures Work Plan was produced by Henshaw & Associates in October of 2000 for the remediation of the slough on behalf of Cherokee Associates and Richard Haskins. The study showed that the area requiring remediation is on the Haskins property and the area owned by Slough Estates does not have contamination of concern that would require remediation. He added that Cherokee and Haskins are going forward with the Water Board in negotiating final details of the remediation. · Mr. Graffnoted that where lead exists it will be filled and excavation will take place only for installing utilities. There will not be a significant amount of soil removed. They are finalizing a soil management plan with DTSC. · Mr. Graffpointed out that there is no monitoring in the slough but there is a previously conducted study that shows where the lead exists. Specially trained workers will handle the soil on a daily basis. Presentation continued. Additional discussion by staff, developer and the Commission: Commissioner D'Angelo asked Assistant City Attorney Johnson if the property owner was responsible for cleanup of the contaminated site. Assistant City Attorney Johnson noted that the property owner and anyone in the chain of title would be responsible. Commissioner Teglia noted that the difficult issue is getting the responsible parties to comply with the cleanup. The City has to be comfortable with the remediation and the toxic levels before the project is approved. He pointed out that the City is encouraging a bay trail and there will be people enjoying the shoreline and this makes it part of the project. He asked if the area has been neglected in the examination of its toxicity because it is outside of the project area. Chief Planner Sparks replied that it has been surveyed and sampled. The contamination in the area is below action levels for clean up. Assistant City Attorney Johnson noted that CEQA requires that the impacts of a project be examined and existing conditions are not considered impacts of a project. Therefore they are not included in the Mitigation Measures and remediation would not be required. Commissioner Teglia asked if the Commission could look at the slough remediation issue even if it is not under their jurisdiction. Assistant City Attorney Johnson replied that it should not be looked at for the purposes of certifying the EIR. Commissioner Meloni expressed concern about approving the project and the City being sued because of any health hazards that may occur. Assistant City Attorney Johnson stated that she was not aware of a federal or state provision that would hold a jurisdiction accountable for remediation by granting a land use approval. Vice Chairperson Ochsenhirt noted that the owner is to disclose this information and the new owner accepts them with the purchase of the property. Commissioner D'Angelo asked the applicant to have the contamination numbers to the Commission and City Council in 2-4 weeks. Mr. Rogalla and Mr. Graft agreed to have these numbers to the Commission as requested. Commissioner Teglia asked how much landscaping would be put in to the site if Phase II would not be built out. be no building. Assistant City Attorney Johnson noted the DA calls for a development plan to be submitted by July 31, 2003, in which the applicant would have to provide a landscaping improvement plan acceptable to the City. S:WIinutes\04-04-02 RPC.doc Approved on April 18, 2002 ~jl s~. '~ Page 5 of 8 Commissioner Meloni asked why the letter of credit is to be submitted 60 days after the grading permit is issued and not the day the permit is issued. Assistant City Attorney Johnson noted that this was the projected time that was needed to calculate the value of the common landscaping improvements. Commissioner Meloni prefers that it be issued when grading permit is issued. Commissioner Meloni asked about the elevations of parking garage B. Architect noted that it is the same design as parking structure A. Principal Planner Kalkin noted that parking structure B and the final landscape improvements were not included in this phase of the DRB approval and will require separate DRB and Planning Commission approval. Public Hearing closed. Principal Planner Kalkin distributed to the Commission a map of the slough area that showed the fill area and augmentation of the wet area proposals. Chairperson Romero noted that this is still an unresolved issue and remains in the City. The City needs to have an active involvement to make sure that the appropriate agencies resolve this ongoing issue. Chief Planner Sparks noted that there is a clean up order and the responsible parties are working on this. Commissioner Teglia noted that the Water Control Board has jurisdiction over the cleanup but the Commission has jurisdiction on the approval of the project. The Commission can decide not to approve the project until the land is prepared. Commissioner D'Angelo noted that Mr. Haskins suggested that a mitigation measure be imposed to remediate the contamination. Assistant City Attorney Johnson noted that the City cannot require as a mitigation measure an impact that's not caused by the project. Vice Chairperson Ochsenhirt noted that the contamination of the site was there prior to the MRF site approval. The Commission needs to focus on the current project being that the proper agencies are working on the clean up. He asked why the East Grand Avenue to Point San Bruno Boulevard extension was being taken out of the proposal. Commissioner Meloni pointed out that there does not need to be an extension because it will create more traffic and it won"t enhance the area. Chairperson Romero echoed Commissioner Meloni's comments and noted that he is satisfied with retaining the emergency access in place of a full roadway connection. Vice Chairperson Ochsenhirt asked if the public art being provided is in absence of the Park in-lieu fees. Assistant City Attorney Johnson noted that Vice Chairperson Ochsenhirt was correct and that park in-lieu fees are only triggered by residential developments. Chairperson Romero noted that there a possibility that the childcare center will be moved off site due to an asbestos problem. He would prefer that it stay on the site and have the developer explore an alternative area within the project. Mr. Graft explained that the childcare center is on a location that would work given the layout, the lead and asbestos in the area. Chairperson Romero noted that if the lead is going to be harmful for children then it would not be safe for adults. Mr. Graffpointed out that there are significantly more stringent requirements for childcare facilities than there are for commercial buildings. Chairperson Romero asked if it is likely that the childcare center could go on site. Mr. Graft stated that there is no current reason why it would not go in there. Commissioner Sim noted that this is a difficult situation for the project. He also pointed out this applicant should get the same opportunity that the Scavenger Company got when they proposed their project. He suggested that the Commission could condition the project to encourage a study on the isolated corner of the Slough Estates property to find out what type of contamination exists. Chairperson Romero wanted to make sure that Council is aware of the Commission's concerns with the clean up of the slough and having it take place. S:hMinutes\04-04-02 RPC.doc Approved on April 18, 2002 ~ ~.~ Page 6 of 8 Commissioner Teglia asked what the developer could do to raise the Commission's comfort level. Assistant City Attorney Johnson pointed out that the City does not have the authority to order clean up of a contaminated site. The Commission can condition the project in order to have them clean the site if there is contamination on the site. Commissioner Teglia asked if there is a way to address the small amount of contamination that is identified in one sample on the southeast comer of the site. Mr. Graft noted that this could be addressed by covering it with some additional landscaping. Commissioner Teglia asked if there could be some language in the DA to be able to handle whatever toxicity there is in this particular location on the Slough Estates property. Assistant City Attorney Johnson noted the Commission could suggest that the Council add a condition that if the site is identified by the state agencies as highly contaminated then that the proper process be taken to remediate that site. Commissioner Teglia suggested that it be made part of the Development Agreement. Assistant City Attorney Johnson suggested adding a condition of approval rather than having a condition in the DA because the conditions of approval will mn with the approval and the land. Recess called at 10:13 p.m. to discuss the language of the Condition. Recalled at 10:27 p.m. Chief Planner Sparks read the following language for approval by the Commission: "The applicant shall conduct further investigation to the satisfaction of the Planning Division in the area of known contamination on the portion of the subject property known as the slough and remediate any contamination to levels acceptable to DTSC and/or the Regional Water Quality Control Board." Commissioner Teglia asked if the condition honors the Commission's intent to have the shoreline capped because of bay trail access by the public. Chief Planner Sparks noted that this area should not be characterized as industrial and is comfortable with the condition covering the intent of the Commission. Commissioner Teglia suggested that in the introductory sentence they add "in recognition of the fact that this is a public access bay trail recreation area." Motion Sim / Second Meloni recommending that the Council certify EIR-01-006, including the finding and a statement of overriding consideration. Approved by unanimous voice vote. RESOLUTION 2615 Motion Sim / Second Honan recommending that the Council approves General Plan Amendment GP-01-006. Approved by majority voice vote. Commissioner Ochsenhirt voted no. RESOLUTION 2616 Assistant City Attorney Johnson recommended revising the condition that the Commission will add to say "to the extent that the area is designated as bay trail and recreation ......... " Motion Sim / Second Te~iia recommending that the City Council approve PUD-01-006, UP-01-006 and DR-01- 006 to approve the Britannia East Grand Master Plan with additional condition and adopt an Ordinance to approve the Development Agreement. Approved by unanimous voice vote. RESOLUTION 2617 7. Closed Session: Pursuant to Government Code Section 54956.9(a) Existing Litigation: Aetna Realty v. City of South San Francisco. Vice Chairperson Ochsenhirt was excused from the meeting at 10:36 p.m. The Commission entered into a Closed Session at 10:36 p.m. Reconvened at 10:57 p.m. No action was taken. No direction given. S:Wlinutes\04-04-02 RPC.doc 0 t~, 6 Page 7 of 8 Approved on April 18, 2002 RESOLUTION NO. 2615 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SOUTH SAN FRANCISCO RECOMMENDING THAT THE CITY COUNCIL CERTIFY ENVIRONMENTAL IMPACT REPORT NO. O1- 006 INCLUDING A STATEMENT OF OVERRIDING CONSIDERATIONS FOR THE BRITANNIA EAST GRAND PROJECT. WHEREAS, an application was submitted by Slough Estates to approve a 27 acre, 805,000 square foot Office/Research and Development Campus including on-site childcare facility, retail/delicatessen space and fitness center at the easterly terminus of East Grand Avenue, on a site formerly occupied by Fuller O'Brien Paint Co., in the P-I Planned Industrial Zone District; and WHEREAS, the City determined that an Environmental Impact Report (EIR) was required to evaluate the impacts of the proposed project; and WHEREAS, The Final EIR (FEIR) for the Britannia East Grand Project consists of the Draft El]R, the Recirculation Draft EIR, the comments and responses to comments made on the Draft EIR and the Draft Recirculation EIR and the Mitigation and Monitoring and Reporting Program; and WHEREAS, the Draft EIR was prepared and circulated for a 45-day public/agency review period from October 11, 2001 through November 26, 2001; and WHEREAS, the Recirculation Draft EIR was prepared and circulated for a 45-day public/agency review period from February 7, 2002 through March 25, 2002; and WHEREAS, notice of the availability of the Draft EIR and Recirculation Draft EIR were published in the San Mateo Times, mailed to property owners within a 300-foot radius of the site, noticed to local agencies and cities, and circulated through the State Clearinghouse; and WHEREAS, the Planning Commission held a duly noticed meeting during the review period on November 15, 2001 to take public testimony on the Draft EIR; and WHEREAS, the Draft Environmental Impact Report reviewed and analyzed the following potential environmental impacts: · Land Use and Planning, including the maximum square footage of development allowed by the General Plan; Transportation and Circulation, including trips generated in peak hours, impacts to freeway segments, declines in Level of Service at nearby intersections, elimination of a public street through the Project, and restrictions on parking to reduce congestion; Air Quality, including construction dust, and increases in regional air pollution; Earth, including ground shaking, soil stability, landslides, lateral spreading, liquefaction and expansive soils; Human Health, including the exposure of children in a proposed childcare facility and construction workers to contaminated soils, potential water quality degradation during operations; Hydrology and Water Quality, including water quality degradation; Cultural Resources, including potential to damage unknown cultural sites and artifacts; Wetlands, including the loss and potential replacement of wetlands on-site, intrusion into the coastal marsh; Utilities, including impacts to aging wastewater collection facilities, a potential shortfall in existing on-site wastewater collection facilities, cumulative demand for wastewater treatment capacity; · Cumulative impacts; and, WHEREAS, the Recirculation Draft EIR reviewed and analyzed traffic impacts at two selected street intersections that were not reviewed in the Draft EIR; and WHEREAS, a Final EIR was prepared, including responses to comments received on the Draft EIR and Recirculation Draft EIR, and sent to all state, regional, local and other agencies and individuals from which comments on the Draft EIR and Recirculation Draft EIR were received; and WHEREAS, mitigation measures have been incorporated into the Project to reduce identified impacts to a level of less than significant for all but two impacts; and WHEREAS, the proposed mitigation measure for a regional air quality impact, and the proposed mitigation measures for two transportation impacts cannot reduce the impacts to acceptable S:\StaffReports~2002~FINAL SR\04-04-02 PC~BEG\EIR-01-006 PCresoeir 4-4-02 REV.doc levels; and WHEREAS, the City Council must adopt the required findings of Section 15091 of the State CEQA Guidelines for two of the Project's significant environmental effects~ which effects cannot be reduced to an acceptable level, with regard to air quality and transportation impacts; and WHEREAS, the Project cannot be approved unless a Statement of Overriding Considerations is adopted which balances the benefits of the proposed Project against its unavoidable air quality and transportation impacts, and an earlier Statement of Overriding Considerations was made by the City and applies to the Britannia East Grand Project as follows: The City of South San Francisco approved an update to its General Plan and Environmental Impact Report in October, 1999. The City Council made a statement of overriding considerations in its approval of the General Plan update, because the measures identified to mitigate for traffic congestion along US 101 and regional air pollution would not be sufficient to reduce the impacts to less than significant levels. The Britannia East Grand Project would impact some of the same freeway segments that were identified in the General Plan EIR and whose traffic and air quality effects could only be partially mitigated. o Therefore, the Statement of Overriding Considerations that was made for approval of the General Plan would also apply to decision-making on the Britannia East Grand Project by the City. Additionally, the Project offers specific benefits as stated in the Statement of Overridin.~ Considbrations adopted for the Project, as stated in Section 5 of the Findings of Fact and Statement of Overriding Considerations incorporated herein. WHEREAS, the South San Francisco Planning Commission held duly noticed public hearings on March 7, 2002 and April 4, 2002 to consider the Environmental Impact Report and the proposed General Plan Amendment, Planned Unit Development, Use Permit, Development Agreement and Design Review Applications and finds that: The EIR was independently reviewed and analyzed by the City and reflects the independent judgement of the City as lead agency; and The documents, including, but not limited to, the 1999 General Plan, the 1999 Certified Environmental Impact Report and Statement of Overriding Considerations, Draft EIR for the Project, the Recirculation Draft EIR, Final EIR, staff reports and testimony received at public hearings on the environmental documents and other materials constitute the record of proceedings on the EIR and the Planning Commission's review thereof. Said documents are located at the S:\StaffReports~2002WINAL SR\04-04-02 PC~BEG\EIR-01-006 PCresoeir 4-4-02 REV.doc Planning Division, City Hall Annex, 315 Maple Avenue, South San Francisco. NOW, THEREFORE, BE IT RESOLVED that the Planning Commission hereby recommends that the South San Francisco City Council certify EIR-01-006, including a Statement of Overriding Considerations. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 4th of April, 2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Commissioner D'Angelo, Commissioner Honan, Commissioner Meloni, Commissioner Sim, Commissioner Teglia, Vice Chairperson Ochsenhirt and Chairperson Romero None None None ATTEST: ~ornr~{ss,on Thomas C. Sparks S:\StaffReports~2002XFINAL SR\04-04-02 PC~BEG\EIR-01-006 PCresoeir 4-4-02 REV.doc CITY OF SOUTH SAN FRANCISCO PLANNING COMMISSION RESOLUTION NO. 2615 EXHIBIT A ' BRITANNIA EAST GRAND PROJECT STATEMENT OF OVERRIDING CONSIDERATIONS PLANNING COMMISSION RESOLUTION 2615 EXHIBIT A Britannia East Grand Project FINDINGS OF FACT AND STATEMENT OF OVERRIDING CONSIDERATIONS Pursuant to Sections 15091 and 15093 of the State CEQA Guidelines and Section21081.6 of the Public Resources Code Related Environmental Documentation: Draft and Final Environmental Impact Reports (State Clearinghouse Number 2001052085) Certification of Final Environmental Impact Report by City of South San Francisco: Date of Adoption by the City of South San Francisco ,2002 Project Files May Be Reviewed at: City of South San Francisco Department of Economic and Community Development Planning Division 315 Maple Avenue South San Francisco, CA 94080 TABLE OF CONTENTS Section 1. Section 2. Introduction and Purpose ................................................................................................ 1 Findings on Project Alternatives Considered in the DEIR ........................................... 3 Alternative 1: No-Project .................................................................................................... 3 Alternative 2: Reduced Project Alternative ........................................................................ 3 Alternative 3: Site Plan Alternative .................................................................................... 4 Section 3. Findings on Significant Impacts of the Proposed Project Identified in the DEIR and Recirculation DEIR ................................................................................. 6 Land Use and Planning ....................................................................................................... 6 Transportation and Circulation ........................................................................................... 6 Air Quality .......................................................................................................................... 8 Earth ................................................................................................................................... 9 Human Health ................................................................................................................... 11 Drainage, Water Quality and Biological Resources ......................................................... 12 Cultural Resources ............................................................................................................ 14 Utilities ............................................................................................................................. 14 Section 4. Implementation Schedule and Checklist for Mitigation Monitoring/Reporting .................................................................................................... 16 Section 5. Statement of Overriding Considerations ...................................................................... 18 Section 6. Citations ........................................................................................................................... 18 2 0o3 Section 1. Introduction and Purpose Project Description The Britannia East Grand Project is planned on a 27 acre site, at the east terminus of East Grand Avenue adjacent to San Francisco Bay, in the City of South San Francisco. The Project includes about 805,000 gross square feet of mixed office/research and development and biotechnology industries, in nine buildings that would be three-to-four floors in height. Auxiliary buildings include parking in two, six-to- seven floor parking structures, and a day care facility. A retail business and a restaurant/delicatessen and fitness center would be located within the parking structures. Purpose The primary purposes of the Project include (i) facilitating a higher and better utilization of the site through the development of a mixed employment project, (ii) increasing employment opportunities in the community, (iii) making the site more aesthetically pleasing and facilitating completion of a linear park and Bay Trail along the Project's Bay frontage, and (iv) increasing tax and other revenues to the City of South San Francisco and the South San Francisco Redevelopment Agency. Findings This document presents findings that must be made by the City prior to approval of the Project, pursuant to Sections 15091 and 15093 of the CEQA Guidelines and Section 21081 of the Public Resources Code. Under CEQA, the City is required to make written findings explaining how it has dealt with each alternative and each significant environmental impact identified in the Draft Environmental Impact Report, October 2001 (DEIR) and the Recirculation Draft Environmental Impact Report February, 2002. The DEIRs and responses to comments on them are collectively referred to as the Final Environmental Impact Report (FEIR). The City shall make at least one of the following findings for each significant project impact: Changes or alterations have been required in, or incorporated into, the Project to avoid or substantially lessen the significant environmental effects identified in the EIR; Such changes or alterations are within the responsibility and jurisdiction of another public agency, and not the agency making the findings, and have been or can and should be adopted by that other agency; or Specific economic, legal, social, technological, or other considerations make infeasible the mitigation measures or project alternatives identified in the EIR. Each of these findings must be supported by substantial evidence in the administrative record. Evidence from the DEl/R, FEIR and City's General Plan is used to support these findings. This document summarizes the significant environmental impacts of the Project and project alternatives, and describes how these impacts are to be mitigated. No findings are made for impacts identified as less than significant in the DEIR. 0, 4 This document is divided into the five remaining sections: · Section 2, "Findings on the Project Alternatives Considered in the DEIR"; · Section 3, "Findings on Significant Impacts of the Proposed Project Identified in the DEIR and Recirculation DEIR"; · Section 4, "Implementation Schedule and Checklist for Mitigation Monitoring/Reporting"; · Section 5, "Statement of Overriding Considerations"; and · Section 6, "Citations". Section 2, "Findings on the Project Alternatives Considered in the DEIR", presents alternatives to the Project and evaluates them in relation to the findings set forth in Section 15091(a)(3) of the State CEQA Guidelines, which allows a public agency to approve a project that would result in one or more significant environmental effects if the project alternatives are found to be infeasible because of specific economic, legal, social, technological, or other considerations. Section 3, "Findings on Significant Impacts of the Proposed Project Identified in the DEIR and in the Recirculation DEIR", presents significant impacts of the proposed Project that were identified in the DEIR and the Recirculation DEIR, the findings for the impacts, and the rationales for the findings. Section 4, "Implementation Schedule and Checklist for Mitigation Monitoring/Reporting", identifies mitigation measures adopted for significant impacts of the proposed project that were identified in the DEIR. Section 5, "Statement of Overriding Considerations", references the overriding considerations for significant impa.cts related to the Project that cannot be or have not been mitigated or resolved. These considerations are required under Section 15093 of the State CEQA Guidelines, which require the decision-making agency to balance the applicable economic, legal, social, technological or other benefits of a proposed Project against its unavoidable environmental risks when determining whether to approve the Project. Section 6, "Citations", identifies references cited in this document. Other Approvals. While certification of this FEIR would constitute compliance with the California Environmental Quality Act (CEQA) for such future development, that development would remain subject to requirements for a future use permit and design review approvals. 2 0o,5 Section 2. Findings on Project Alternatives Considered in the EIR ALTERNATIVE 1: NO-PROJECT No impacts are associated with the No-Project Alternative because the Project site would remain vacant. Therefore, none of the impacts identified for the proposed Project would occur. Finding: No-Project Alternative Infeasible The City finds the No-Project Alternative to be infeasible because it would not support the General Plan in improving vacant and underutilized properties in the East of 101 Area of the City. The No-Project Alternative also would not achieve the social, environmental and economic goals of the Project to convert the site to a campus-planned office/R&D commercial project; to increase employment opportunities in the community, to "cap" potentially contaminated soils over the whole Project site, and to increase tax and other revenues to the City and the South San Francisco Redevelopment Agency. ALTERNATIVE2:REDUCED DEVELOPMENTALTERNATIVE The Reduced Development Alternative would allow the same mix of facilities as the proposed Project, but in reduced quantity. The alternative would reduce the allowed square footage of gross office/R&D space by 25%. The reduction in Project square footage would help to reduce traffic congestion and regional air pollution. Compared to the proposed Project, the Reduced Development Alternative would result in the following types of impacts: Land Use and Planning: The alternative would have the same site plan and a mix of uses as the proposed Project, although with smaller buildings, or more 3-story buildings and fewer 4-story buildings. The Reduced Development Alternative would not avoid any significant land use and planning impacts of the proposed Project. Transportation and Circulation: Levels of service at study intersections would be proportionally lower than the proposed Project, but not low enough to result in less than significant traffic impacts. Mitigation measures for the traffic impacts of the Reduced Development Alternative would be the same as for the proposed Project. Air Quality: The Reduced Development Alternative would have the same kind of exposure to construction dust. Although the Reduced Development Alternative would generate fewer automobile pollutants, it would - like the Project - still exceed the threshold for regional air pollutants, established by the Bay Area Air Quality Management District. Earth: The Reduced Development Alternative would be developed on the same underlying fill and Bay Mud soils and the same geotechnical conditions as the proposed Project. However, accepted structural design practices required by the City should mitigate the danger of earthquake-related instability to less than significant levels. · Human Health: Both the Project and the Reduced Development Alternative would have the potential to encounter contaminated soils and naturally-occurring asbestos in serpentinite rock during 036 excavation and construction. Both would also be subject to the requirements to protect construction workers from exposure to contaminated soils, through implementation of a Soils Management Plan approved by the Department of Toxics Substances Control (DTSC). Both projects would potentially expose children to such materials when the childcare center becomes operational and would require the same mitigations. Drainage and Water Quality: The Project and the Reduced Development Alternative would have the same potential to degrade surface water quality during construction and operations. Cultural Resources: Excavation for the Project or the Reduced Development Alternative would have the same potential to unearth cultural remains, and the same requirement to protect such sites from damage. Utilities: The Reduced Development Alternative would use about 75% of the water and wastewater generated by the Project. Both would also have the same significant impacts to utility systems: water quality degradation, failure of aging wastewater collection facilities, and cumulative impacts to the wastewater treatment system. They would also have essentially the same mitigation measures. Public Services: The Project and the Reduced Development Alternative would make similar demands upon police and fire protection, and require essentially the same mitigation measures. Cumulative and Unavoidable Impacts: The Reduced Development Alternative would have the same cumulative impacts to transportation, water quality and wastewater treatment capacity as the proposed Project. Both would also create unavoidable impacts to cumulative traffic conditions and regional air quality. Finding: Reduced Development Alternative Not Beneficial The City finds the N9-Project Alternative inappropriate because it does not significantly reduce the impacts of the Project. As discussed above, impacts of the alternative would be similar to the impacts of the proposed Project, and mitigation measures would not change. ALTERNATIVE 3: SITE PLAN ALTERNATIVE The Site Plan Alternative relocates the childcare facility, retail/delicatessen and fitness center from their locations along the perimeter of the Project to more centralized locations, as represented in Figure 19-1 of the DEIR. The figure shows a variety of potential locations, none of which are precisely defined. Relocation is intended to avoid problems with the childcare facility site, and improve vehicular and pedestrian circulation associated with access to the other accessory uses. Only relocation of the childcare center would mitigate for any significant Project impact. Compared with the proposed Project, this alternative would result in the following types of impacts: Land Use and Planning: The relocation of the childcare facility from a stand-alone building in the northwest corner of the site to locations in other buildings, including the north parking structure. The Site Plan Alternative would avoid potential constraints at the childcare center site such as a freshwater wetland, soils and landslide hazards, the presence of naturally-occurring asbestos in Serpentenite rock and contaminated soils. The alternative would not cause any new, unmitigated land use impacts. Transportation and Circulation: The Site Plan Alternative would have the same transportation and circulation impacts as the Project. Internal circulation could change slightly among the various sub- options represented on DEIR Figure 19-1. Mitigation measures for the traffic impacts of the Site Plan Alternative would be the same as for the proposed Project. · Air Quality: The Site Plan Alternative would have the same kind of exposure to construction dust and regional air pollution as the Project and the same mitigation measures. Earth: The Site Plan Alternative would avoid potential geologic and seismic safety risks such as landslides in the vicinity of the childcare facility site. However, both the Site Plan Alternative and the Project would be subject to compliance with East of 101 Area Plan Policies dealing with geotechnical investigations and engineering design of particular buildings throughout the Project. Human Health: The Site Plan Alternative would avoid the childcare facility site where potential soil contamination and naturally occurring asbestos could affect children. By developing the childcare center at another site, it could potentially be available sooner than at the proposed childcare facility site. By contrast, the proposed Project would seek authorization for use of the childcare site, based upon soil sampling and a health risk assessment that would support approval of the site for childcare facilities by the Department of Toxic Substances Control (DTSC) and implementation of other corrective measures or modifications to the Project, as necessary. · Drainage and Water Quality: The Project and the Site Plan Alternative would have the same potential to degrade water quality during construction and operations, and the same mitigation measures. · Cultural Resources: Excavation for the Project or the Site Plan Alternative would have the same potential to unearth cultural remains, and the same requirement to protect such sites from damage. Utilities: The Site Plan Alternative would not use more water or generate more wastewater than the Project. Both would also have the same significant impacts to utility systems: water quality degradation, failure of aging wastewater collection facilities, and cumulative impacts to the wastewater treatment system. They would also have essentially the same mitigation measures. · Public Services: The Project and Site Plan Alternative would make the same demands upon police and fire protection, and require the same mitigation measures. Cumulative and Unavoidable Impacts: The alternative would have the same cumulative impacts to transportation, water quality and wastewater treatment capacity as the proposed Project. Both would also create unavoidable impacts to traffic conditions and regional air quality. Finding: Site Plan Alternative Not Beneficial The City finds that the Site Plan Alternative would have the same or very similar impacts and mitigation measures as the proposed Project. Project mitigation measures to allow development of the proposed site for the childcare facility are reasonable and implementable. Therefore, the alternative for relocating the childcare facility elsewhere does not appear to be necessary, except to possibly develop childcare facilities in another building sooner than would be possible at the proposed childcare center site. Therefore, the City will not pursue this alternative. 038 5 Section 3. Findings on Significant Impacts of the Proposed Project Identified in the DEIR and the Recirculation DEIR This section identifies the findings on significant impacts of the Project, as identified in the DEIRfFEIR by issue topic. No findings are necessary for impacts found to be less than significant. Mitigation measures include agreements with the City which may apply to one or both of the applicants or sponsors of the Project. Use of the singular (applicant, sponsor) to describe responsibilities for such mitigation measures shall also include the plural (applicants, sponsors). LAND USE AND PLANNING Impact 4.2.2: Project square footage. The square footage of proposed development exceeds the maximum square footage allowed in the General Plan. Mitigation Measure 4.2.2: Additional square footage would be allowed by General Plan floor area bonuses, subject to programs for off-site improvements and special design standards. Granting of square footage bonuses will reduce the impact to a less than significant level. Finding 4.2.2: The City finds that Mitigation Measure 4.2.2 is feasible and allowed by the General Plan, subject to developer commitments to feasible vehicular trip reduction and other Transportation Demand Management (TDM) measures, consistent with C/CAG Guidelines, established in an adopted Development Agreement. TRANSPORTATION AND CIRCULATION Impact 6.4.3: Unmitigated vehicular trips. The Project would exceed 100 trips during peak hours. The San Mateo City/County Association of Governments (C/CAG) requires that local jurisdictions ensure that the developer will mitigate all new peak hour trips generated by the Project. Mitigation Measure 6.4.3: The DEIR requires implementation of a Transportation Demand Management Plan using programs acceptable to C/CAG to reduce vehicular trips. Finding 6.4.3: The City finds that Mitigation Measure 6.4.3 is feasible and should reduce the impact to a less than significant level. The TDM program must be implemented by the Project sponsors as a condition of issuance of a certificate of occupancy, and once implemented, must be on-going for the occupied life of the development. Impact 6.4.4: Traffic impacts to three CMP freeway segments. The addition of traffic generated by approved development in the year 2003 Baseline Without Project would cause two freeway segments to operate at LOS F. The Project would also cause traffic volumes to exceed capacity on another freeway segment. Mitigation Measure 6.4.4: The DEIR requires the Project to implement a TDM program to minimize potential increases in freeway traffic. 6 039 Finding 6.4.4: The City finds that implementation of the TDM measures would not reduce impacts to less than significant levels, so the impact remains significant and unavoidable and will require a Statement of Overriding Considerations as a condition for Project approval (see Section 5). Impact 6.4.5: Decline in LOS at four intersections, year 2003. The Project would cause a decline in LOS below level "D" at the following four intersections: · Airport Boulevard and Grand Avenue · Littlefield Avenue and East Grand Avenue · Allerton Avenue and East Brand Avenue · South Airport Boulevard/Gateway Boulevard and Mitchell Avenue Mitigation Measure 6.4.5: The Project shall implement a Transportation Demand Management (TDM) program consistent with the proposed City of South San Francisco TDM Ordinance. Project developers shall also participate in the funding of physical transportation improvements in the East of 101 Area, as approved by the City of South San Francisco. The Project shall contribute a proportionate amount to the cost of improvements at the four intersections specifically impacted by Project traffic. Finding 6.4.5: The City finds that the mitigation measure 6.4.5 is feasible and will reduce the impact to a less than significant level. Impact 6.4.6: Decline in LOS at eight intersections, year 2020. The Project would cause a decline in LOS at eight intersections below level "D" at the following intersections, for year 2020 + Baseline + Project: · Gateway Boulevard and East Grand Avenue; · Harbor Way/Forbes Boulevard and East Grand Avenue; · Littlefield Avenue and East Grand Avenue; · Allerton Avenue and East Grand Avenue; · Grandview Drive and East Grand Avenue; · Airport Boulevard and San Mateo Avenue; · Gateway Boulevard and South Airport Boulevard; and · South Airport Boulevard and U.S. 101 northbound ramps. The italicized intersections above were analyzed in the Recirculation Draft EIR, February 2002. Mitigation Measures 6.4.6: The Project shall implement a Transportation Demand Management (TDM) program consistent with the City of South San Francisco TDM Ordinance. Project developers shall also participate in the funding of physical transportation improvements in the East of 101 Area, as approved by the City of South San Francisco. The Project shall contribute a proportionate amount to the cost of improvements at the eight intersections specifically impacted by Project traffic. Finding 6.4.6: The City finds that the mitigation measure 6.4.6 is feasible and will reduce the impact to a less than significant level. 7 040 Impact 6.4.7: Elimination of a public street. The Project would eliminate a public street connection from the General Plan. The Project proposes to close off future public street access between East Grand Avenue and Point San Bruno Boulevard, in conflict with the South San Francisco General Plan that shows a future public street connection in this location. Mitigation Measures 6.4.7: The City of South San Francisco shall implement an amendment to the General Plan to delete the proposed public street connection between East Grand Avenue and Point San Bruno Boulevard through the Project site. The Project shall provide an emergency access road to the northeast comer of the Project site, where it may be connected to Point San Bruno Boulevard and the Genentech research and development campus, by Genentech. Finding 6.4.7: The City finds that the mitigation measure 6.4.7 is feasible and will reduce the impact to a less than significant level. Impact 6.4.8: Parking shortfall. Based on City parking standards, the proposed Project would have a shortfall of 242 parking spaces. The shortfall could vary, depending on the balance of developed office and R&D space, since R&D requires less parking than offices for the same amount of floor area. Mitigation Measure 6.4.8: The City of South San Francisco shall apply reduced parking standards for office/R&D space, consistent with General Plan policies for projects that have agreed to implement trip reduction methods. The reduced parking standards will help to support the TDM program and will be consistent with the proposed parking supply. Finding 6.4.8: The City finds that a range of reduced parking standards are feasible and will reduce the impact to a less than significant level. The reduction in parking spaces is allowed by the zoning ordinance, subject to a use permit and compliance with the PUD ordinance. In addition, the TDM Ordinance allows for a reduction in parking if supported by the Project's TDM Plan. AIR QUALITY Impact 7.2.2: Construction dust. Fugitive dust emitted during construction could be a nuisance to nearby properties and persons with respiratory problems. Mitigation Measure 7.2.2: The applicant shall incorporate dust control measures recommended by the Bay Area Air Quality Management District (BAAQMD) in a Soils Management Plan and Health and Safety Plan. Finding: 7.2.2 The City finds that Mitigation Measure 7.2.2 is feasible and required and will reduce the impact to a less than significant level. Impact 7.2.3: Regional air pollution emissions. Project traffic would emit hydrocarbons, oxides of nitrogen, and paniculate matter over the Bay Area in amounts that exceed thresholds established by the } QMD. Mitigation Measure 7.2.3: Implement a Transportation Demand Management (TDM) program designed to attain a 30% employee alternative mode usage. The TDM requirements would reduce daily trip 8 041 generation and regional emissions by 10 - 15%, but the impact to regional air quality would still remain significant and unavoidable. Finding 7.2.3: Mitigation measure 7.2.3 is feasible and required, but a significant impact is unavoidable. The City finds that approval of the Project would require adoption of a Statement of Overriding Considerations (see Section 5). EARTH Impact 9.2.1: Potential instability of fill soil and bay mud. The site contains a variety of fill materials, including native soil, bedrock, Bay Mud, potential landfill and building materials that can cause differential settlement of structures to be built on the site. Mitigation Measure 9.2.1: A geotechnical investigation of fill soils at each proposed building location shall be conducted as the basis for foundation design and recommendations for grading and site preparation, pursuant to East of 101 Area Plan Policies GEO-1, -2, -3, -5, -6 and -12. Finding 9.2.1: The City finds that mitigation measure 9.2.2 is feasible and will reduce the impact to a less than significant level. Impact 9.2.2: Polential for landslides: Landslides may occur where there is weak soil or bedrock or seepage of water within a slope, causing damage to down-slope persons or property. Mitigation Measure 9.2.2: The geotechnical investigations shall be conducted to determine the stability of existing and proposed slopes, and the stability of all proposed excavations. The potential for slope failure where seepage exists and methods to minimize it, particularly behind the proposed childcare center, shall be determined. Appropriate shoring systems should be recommended. The East of 101 Area Plan Policies GEO-7, -8, and -9 should be complied with. Finding 9.2.2: The City finds that mitigation measure 9.2.2 is feasible and will reduce the impact to a less than significant level. Impact 9.2.3: Potential for strong ground shaking. The intensity of a large earthquake will vary among proposed buildings depending upon soil and rock type, particularly where the site is underlain by more than 10 feet of Bay Mud. Mitigation Measure 9.2.3: Geotechnical investigation findings should be incorporated into the design of structures in accordance with the requirements of the 1997 Uniform Building Code. East of 101 Area Plan Policies GEO-2, and -12 should be complied with. Finding 9.2.3: The City finds that mitigation measure 9.2.3 is feasible and will reduce the impact to a less than significant level. Impact 9.2.4: Inconsistency between the Project and a policy minimizing grading. The Project anticipates cuts in the northern slope to develop Building 1 and Parking Structure A on existing slopes in excess of 30% grade. The impact is significant because development will entail cut slopes generally ranging from 1.5:1 to 2:1 - steeper than existing slopes of 3:1, or 30% - inconsistent with General Plan Policy 8.1-I-1 which requires retention of 30% slopes in their 'natural" state. Mitigation Measure 9.2.4: The geotechnical investigation shall be conducted to reduce the steepness of possible cut slopes, or demonstrate that cuts steeper than 30% would be necessary to reduce potential damage to less than significant levels, pursuant to East of t01 Area Plan Policies GEO-1 through -12. Finding 9.2.4: The City finds that mitigation measure 9.2.4 is feasible and will reduce the impact to a less than significant level. Impact. 9.2.5: Potential for liquefaction and lateral spreading. Strong ground shaking in loose, saturated, cohesion-less soil can cause loss of bearing strength, lateral spreading in liquefiable soil and differential settlement of structures. Mitigation Measures 9.2.5: The potential for liquefaction at each proposed building site should be evaluated during the geotechnical investigation, consistent with East of 101 Area Plan Policies GEO-10 and -11. Finding 9.2.5: The City finds that mitigation measure 9.2.5 is feasible and will reduce the impact to a less than significant level. Impact 9.2.6: Potential presence of expansive soils. The potential for shrinking and swelling of clay soils may cause differential movement, cracking and structural damage to foundations. Expansive soils are typically corrosive to buried steel in concrete or metal pipelines. Mitigation Measures 9.2.6: Where expansive soils are identified in the geotechnical Investigation, East of 101 Area Plan Policies GEO-2 and -12 should be implemented, and comply with the basic provisions of the Uniform Buil'ding Code. Other measures including application of lime to the expansive soils, replacement of expansive soils with imported select fill, and application of corrosion-resistant coatings to buried steel elements should be implemented. Finding 9.26: The City finds that mitigation measure 9.2.6 is feasible and will reduce the impact to a less than significant level. Impact 9.2.7: Potential differential settlement. Foundations of unknown buildings that were demolished in the past may remain buried and cause differential settlement of new buildings on the same sites. Where existing pile foundations are encountered, they may obstruct the proposed construction. Mitigation Measures 9.2.7: The geotechnical investigation shall be conducted pursuant to East of 101 Area Plan Policies GEO-1 and -2, with recommendations for site grading, fill placement and foundation construction in areas susceptible to differential settlement. Finding 9.2.7: The City finds that mitigation measure 9.2.7 is feasible and will reduce the impact to a less than significant level. 10 Impact 9.2.8: Potential childcare facility exposure to geologic and seismic safety risks. The Project may be inconsistent with General Plan 8.1-I-1 which restricts development of "special occupancy buildings", possibly including the childcare center, in areas with geologic and seismic hazards. The childcare facility site may be exposed to liquifaction, and landslides. Mitigation Measures 9.2.8: East of 101 Area Plan Policies GEO-1, -2, -7, -9, -10 and -11 should be implemented, or relocate the childcare facility to a more central location in the Project, free of the hazards that potentially exist at the proposed site. Finding 9.2.8 The City finds that mitigation measure 9.2.8 is feasible and will reduce the impact to a less than significant level. HUMAN HEALTH Impact 10.2.2: Exposure to contaminated soil and naturally-occurring asbestos. Exposure to soil with contaminants that exceed clean-up standards may pose a significant adverse impact. Also, excavation for utilities and building foundations could encounter naturally-occurring asbestos in Serpentinite rock, and pose a health risk. The San Mateo County Health Services Agency (SMCHSA) has jurisdiction over the potential exposure of construction workers to contaminated soil during construction activities. Mitigation Measure 10.2.2: A Soil Management Plan and Health and Safety Plan approved by DTSC should be prepared prior to any construction or demolition within the currently capped area of the site, which will occur during Phase 2. Dust shall be controlled. Construction workers shall be trained. The Soil Management Plan shall be implemented to control disturbance of Serpentinite soil during phase I. The entire site should be capped by paving, buildings and clean soil. Finding 10.2.2: The City finds that Mitigation Measure 10.2.2 is feasible and required. Through compliance with the requirements of an approved Soil Management Plan, the exposure to hazardous materials will be a less than significant impact of the Project. Impact 10.2.3: Exposure of children to contaminated soil and naturally-occurring asbestos when the childcare center is operation: Soil in the vicinity of the childcare center site may contain naturally- occurring asbestos in serpentinite rock, although the levels of contaminants are not known. Children could be exposed through ingestion, dermal contact or inhalation. San Mateo County Health Services Agency (SMCHSA) has jurisdiction over the potential exposure of children at the day care center to contaminated soil or naturally occurring asbestos at the Project site. DTSC deed restrictions currently prohibit the use of the property for a childcare center. Mitigation Measure 10.2.3: The DTSC deed restriction should be broadened to allow the childcare center based upon soil sampling at the site and a health risk assessment. However, if the assessment determines that concentrations of contaminants in soil in the area of the childcare center potentially result in unacceptable levels of risk, additional soil corrective measures or modifications to the Project site plan would be necessary. Finding 10.2.3: The City finds that mitigation measure 10.2.3 is feasible and will reduce the impact to a less than significant level. 11 0.44 DRAINAGE, WATER QUALITY AND BIOLOGICAL RESOURCES Impact 11.2.2: Potential water quality degradation. Additional runoff from the developed site could increase the discharge of non-point pollutants, causing a small, but cumulatively significant degradation of water quality in the bay. In industrial areas, pollutants consist of litter, paint, process waste, landscape fertilizers and pesticides as well as heavy metals, oil and gas, and debris normally deposited by vehicular traffic. Mitigation Measure 11.2.2: A USEPA National Pollution Discharge Elimination System (NPDES) permit, administered by the San Francisco Bay Regional Water Quality Control Board (RWQCB) should be obtained. The terms of the permit require applicants to prepare a Storm Water Prevention Plan (SWPPP) that demonstrates that Project development would not cause any increase of sedimentation, turbidity, or hazardous materials concentrations within downstream receiving waters. Finding 11.2.2: The City finds that Mitigation Measure 11.2.2 is feasible and required, and will reduce the impact to a less than significant level. Impact 12.2.2. Loss of possible perennial marsh habitat. Development could cause the removal of a possible low quality perennial marsh in the northwest corner of the site. Mitigation Measure 12.2.2: A wetland delineation should be prepared using the Corps of Engineers methodology. The applicant should demonstrate why avoidance of some or all of the wetlands is not practicable, based upon cost, logistics and/or technology criteria. A permit should be obtained from the Corps for filling wetlands, pursuant to Section 404 of the Clean Water Act. Existing wetland should be replaced with new wetland habitat, preferably on-site - possibly at the upland margins of the tidal slough that runs east/west along the site's southern boundary. Wetlands should be replaced on a minimum 1:1 basis (FEIR response to comment #55 by William Rogalla). If it is not practicable, the applicant will be required to demonstrate why on-site mitigation is not feasible. A Section 401 Water Quality Certification from the Regional Water Quality Control Board should be obtained. Finding 12.2.2: The City finds that Mitigation Measure 12.2.2 is feasible and required and will reduce the impact to a less than significant level. Impact 12.2.3: Potential disturbance of tidal marsh habitat from human activities. Users of the Bay Trail could have off-leash dogs that would disturb waterfowl. The trail bridge could disturb wildlife because it is located in the marsh. The Parking Structure B lighting could disturb marsh wildlife in the area suggested for wetland mitigation in Impact 12.2.2. Mitigation Measure 12.2.3: Parking Structure B and Buildings 8 and 9 shall shield light from extending off-site. The area upstream of the slough bridge shall be fenced to keep humans and their pets from entering this habitat area. The trail bridge crossing shall minimize fill from intruding into the marsh. A California Department of Fish and Game Streambed Alteration Agreement under Sectionl603 of the State Code may be required for the bridge crossing. Signage and waste receptacles shall be employed to protect the tidal marsh. O45 12 Finding 12.2.3: The City finds that Mitigation Measure 11.2.3 is feasible and required and will reduce the impact to a less than significant level. ]mpact 12.2.4: Construction could degrade biological resources. Runoff from the construction area could increase turbidity, laden with sediments as well as oil, gasoline and lubricants from construction equipment and litter and dust that could degrade water quality and mudflat areas in the tidal marsh habitat and in the bay. Mitigation Measure 12.2.4: Construction fencing with signage should be placed between the construction zone and the tidal marsh. A qualified biologist should be retained to conduct a training session with supervisory construction personnel and to monitor compliance with the mitigation measures. Finding 12.2.4: The City finds that Mitigation Measure 12.2.4 is feasible and required and will reduce the impact to a less than significant level. Impact 12.2.5: Stormwaler and landscape irrigation degradation of water quality. Impervious surfaces will increase runoff and discharge into the tidal marsh and bay at the storm drain outfall proposed in the concrete rip-rap along the shoreline. Contaminants could include heavy metals, lawn-care chemicals, and oils and greases. Mitigation Measure 12.2.5: A Stormwater Pollution Prevention Plan (SWPPP) should be prepared in accordance with RWQCB guidelines and rules. The plan shall provide best management practices (BMPs) to treat runoff. Regulatory approval may be required for the outfall. The SWPPP must demonstrate that Project development would not cause any increase of sedimentation, turbidity, or hazardous materials concentrations within downstream receiving waters. Finding 12.2.5: The City finds that Mitigation Measure 12.2.5 is feasible and required and will reduce the impact to a less than significant level. Impact 12.2.6: Potential invasion of exotic plants into buffer areas and the tidal marsh. The Project has the potential to promote the spread of invasive exotic plant species into buffer zones and the tidal marsh. The expansion of current areas of exotic plants will damage habitat values. Mitigation Measure 12.2.6: An exotic vegetation management plan should be prepared, to be supervised by a qualified biologist over an unrestricted period of time. Exotic plants shall be removed annually in accordance with recommendations in the plan. Finding 12.2.6: The City finds that Mitigation Measure 12.2.6 is feasible and required and will reduce the impact to a less than significant level. 13 O46 CULTURAL RESOURCES lmpact 13.2.2: Potential to damage unknown cultural resources. Excavation could potentially encounter and damage unknown cultural resources. Mitigation Measure 13.2.2: Upon contact with potential buried resources, a qualified cultural resource consultant should evaluate the importance of the find, pursuant to CEQA Guidelines. A mitigation plan and monitoring program should be prepared by a qualified archaeologist, if resources are uncovered. Work should be stopped and the county coroner notified if human remains are found, and the native American Heritage Commission should be contacted if the remains appear to be of Native American origin. Finding 13.2.2: The City finds that Mitigation Measure 13.2.2 is feasible and required, and will reduce the impact to a less than significant level. UTILITIES Impact 14.1.5: Wasteful use of limited water supplies. The Project's water demand could contribute to worsening water shortages throughout the Bay Area and California, particularly if a significant number of R&D industries that locate on the site have high process water demands. Mitigation Measurel4.1.5: Water conservation measures should be followed as set forth in the City's General Plan and East of 101 Area Plan, pursuant to California Assembly Bill 325, which requires the use of low flow plumbing fixtures and drought-tolerant landscaping in new development. Recycled water from R&D processes should be used, whenever feasible. Finding: 14.1.5: The City finds that Mitigation Measure 14.1.5 is feasible and required, and will reduce the impact to a less than significant level. Impact 14.2.6: Potential failure of aging wastewater pumping facilities: The Project could increase the rate and flow of wastewater beyond the existing reliable capacity of Pump Station No. 4, and cause a potential operational failure. Peak flows could also create the potential for wastewater back-ups if there is a power failure or equipment breakdown at aging Pump Station No. 3. Mitigation Measure 14.2.6: The City should complete the planned upgrade of Pump Station No. 4. The Project sponsors would pay a proportionate share of the costs to increase the capacity of the pump station, the recently replaced sewer on Harbor Way, and additional sewer lines in the East of 101 Area. Pumps and controls and an emergency power generator should be installed at Pump Station No. 3. The Project's fair share of development costs would be determined by the Public Works Dept., based on an East of 101 Sewer Master Plan study that is currently underway by the City's wastewater consultant, Carollo Engineers. Finding 14.2.6: The City finds that Mitigation Measure 14.2.6 is feasible and required, and will reduce the impact to a less than significant level. The City finds that 13.2.4, On-site Wastewater Collection describes applicable Uniform Building Code requirements for design of the on-site system - a less than significant impact (see FEIR response to comment #63 by William Rogalla. 14 Impact 14.2.7: Potential structural problems in aging sewer lines. The Project would increase wastewater flows in segments of the gravity sewer system that are subsiding or that may have leaking joints or other forms of deterioration. A major blockage or pipe failure could cause backups or surface discharges. Peak flow rates exceeding allowable pipe ,capacities would not be acceptable to the City. Mitigation Measure 14.2.7: The sponsor should reconstruct the subsiding portion of the 15 inch Swift Avenue sewer to establish constant pipe slope, inspect the entire system downstream to Station No. 3 and make additional repairs at the direction of the City Engineer, prior to Project completion. If the City Engineer confirms that future peak flow rates would exceed the allowable capacity of any portion of the existing collection system, repairs would include additional collection system capacity. If it could not be confirmed that this capacity would be needed (owing to uncertainties regarding the site's long term development mix and average wastewater generation rates), the sponsor could commit to the construction of the necessary offsite improvements at such time that the Project's measured wastewater flows exceed a predetermined level to be established by the Sewer Master Plan, currently being prepared. Such an arrangement would be contingent upon the City's development and implementation of a reliable wastewater flow monitoring program. Finding 14.2.7: The City finds that Mitigation Measure 14.2.7 is required and feasible based on coordination by the City Engineer, and will reduce the impact to a less than significant level. Impact 14.2.8: Cumulative impacts to the wastewater treatment and collection systems. The Project's estimated average dry weather wastewater flow equals 26% of the increase in flow projected for "planned industrial" land uses in the East of 101 Area Plan, but its developed square footage represents only about 10.5% of this designation's total area. If this trend continues for other projects, peak wet weather flows could eventually exceed the capacity of the Harbor Way 27 inch gravity sewer and other existing sewers in the East of 101 Area, potentially constraining future development, and additional treatment capacity may be needed sooner than anticipated at the WQCP. Mitigation Measu/'e 14.2.8: A sewer collection model should be developed to identify, prioritize and correct wastewater problems, and to ensure future orderly development throughout the East of 101 area. Benefiting property owners or development sponsors would make fair share contributions as needed to pay all associated modeling and construction costs. In accordance with General Plan policy 5.3-I-7, the City should develop a program that encourages R&D facilities and pharmaceutical manufacturers to reduce wastewater discharged into the collection system. The City should use incentives for recycling and/or pretreatment, and provide assistance in planning these facilities. The City should encourage high volume dischargers to release process wastes over longer periods of time, or during off-peak periods (typically, nighttime). Finding 14.2.8: The City finds that Mitigation Measure 14.2.8 is feasible and required, and will reduce the impact to a less than significant level. Impact 14.2.9: Potential collapse of abandoned on-site wastewater collection, water distribution and storm drain facilities. Any lines left in place underneath planned buildings and parking lots could collapse in the future, causing a safety hazard. Mitigation Measure 14.2.9: Conduct A geotechnical investigation should be conducted pursuant to East of 101 Plan Area policies GEO-2 and GEO-12, prior to development of each building, to identify if buried utilities, foundations and other fill could cause differential settlement. If manholes, catch basins 048 and the outfall in the upper reaches of the tidal slough are left in place, they should be plugged in accordance with City Engineering Department criteria. Finding 14.2.9: The City finds that Mitigation Measure 14.2.9 is feasible and required, and will reduce the impact to a less than significant level. Section 4. Implementation Schedule and Checklist for Mitigation Monitoring/Reporting A complete description of each mitigation measure is contained in Section 3, "Findings on Significant Impacts of the Proposed Project Identified in the E/R and the Recirculation DEIR." This section lists each mitigation measure in checklist format. The mitigation measures to be implemented by the Project applicants or successors in interest are separated into the following phases: prior to issuance of a grading permit, prior to issuance of a building permit, prior to issuance of a certificate of occupancy, and ongoing requirements. The City-implemented mitigation measures are contained at the end of the following table. The checklist is consistent with the Mitigation Monitoring Program adopted by the City of South San Francisco. 16 049 TIMING OF VERIFICATION Prior to issuance of a grading permit Prior to issuance of a building permit Prior to issuance of a certificate of occupancy Ongoing requireme.n.ts (annual review TDM) City-implemented measures (Review wastewater) MITIGATION MEASURES 6.4.7 Gen Plan compliance 6.4.8 Parking standard 7.2.2 Dust control 9.2.1 Gen Plan compliance 9.2.2 Gen. Plan compliance 9.2.3 Gen. Plan compliance 9.2.4 Gen. Plan compliance 9.2.5 Gen Plan compliance 9.2.6 Gen Plan compliance 9.2.7 Gen Plan compliance 9.2.8 Gen Plan compliance 10.2.2 Soil Sampling 10.2.3 Soil Mgmt. Plan 11.2.2 SWPPP 12.2.2 Corps coordination 12.2.4 Marsh runoff 12.2.5 SWPPP 14.1.5 Water conservation 4.2.2 TDM program 6.4.2 TDM program 6.4.3 TDM program 6.4.4 TDM program 6.4.5 TDM program 6.4.6 TDM program 7.2.3 TDM program 12.2.3 Marsh protect 6.4.3 TDM program 6.4.4 TDM program 6.4.5 TDM program 6.4.6 TDM program 6.4.7 TDM program 6.4.8 TDM program 7.2.3 TDM program 1.2.2.6 Exotic plants 14.2.6 Pump Station #4 14.2.7 Pump Station #3 14.2.8 Wastewater 14.2.9 Wastewater 050 Section 5. Stalement of Overriding Considerations CEQA requires the decision-making agency to balance the applicable economic, legal, social, technological or other benefits of a proposed Project against its unavoidable environmental risks in determining whether to approve the Project. If the benefits of the project outweigh the unavoidable adverse effects, those effects may be considered "acceptable" (State CEQA Guidelines Section 15093[a]). To approve the project, decision makers must make a "statement of overriding considerations," setting forth reasons why the particular benefits of a project outweigh the unavoidable adverse effect. A decision-making agency's determination must be supported by substantial evidence in the administrative record (State CEQA Guidelines Section 15093[b]). The City of South San Francisco has prepared and certified an FEIR for the proposed Britannia East Grand Project that satisfies the requirements of CEQA. The following adverse impacts of the Project in the South San Francisco area are considered significant and unavoidable, based on the DEIR, FEIR, and the findings discussed previously in Sections 2 and 3 of Exhibit A: Impact 6.4.4: Traffic impacts to three CMP freeway segments. The addition of traffic generated by approved development in the year 2003 Baseline without Project would cause two freeway segments to operate at LOS F. The Project would also cause traffic volumes to exceed capacity on another freeway segment. Mitigation Measure 6.4.4: The Final Environmental Impact Report, which includes the Draft Environmental Impact Report, requires the Project to implement an aggressive Transportation Demand Management Program designed to achieve thirty percent alternative mode use in the Project. The TDM Plan shall contain all Required Measures and Additional Measures contained in the City of South San Francisco's TDM Ordinance, South San Francisco Municipal Code section 20.120. The Project applicant is subject to penalties for non-compliance. Implementation and achievement of thirty percent alternative mode use would lessen the impact but not fully mitigate it to a less than significant level. Therefore, the impact remains significant and unavoidable. Impact 7.2.3 Significant Increase in Regional Air Pollution Emissions. Project vehicular traffic would emit hydrocarbons, oxides of nitrogen and particulate matter over the Bay Area that exceed thresholds established by the BAAQMD. Mitigation Measures 7.2.3: The Project is subject to the City of South San Francisco Zoning Ordinance Chapter 20.120. Chapter 20.120 requires projects requesting an FAR bonus or those generating in excess of 100 vehicle trips daily to prepare and implement a Transportation Demand Management Program designed to obtain a thirty percent (30%) alternative mode usage. However, even if the Project obtained a thirty percent alternative mode usage, the impact to regional air quality would not be reduced to a level of less than significant as indicated in the Project Draft EIR, citing the General Plan Draft EIR 4-73, 4-78 to 4-87, 5-1 and 5-9. Therefore, the impact remains significant and unavoidable. Because of the Project's overriding benefits, the City is approving the Project despite the above significant and unavoidable environmental impacts. In deciding to approve the Project, the City has considered both unavoidable and unmitigated significant environmental impact and, although the City believes that both unavoidable impacts identified in the Final EIR will be substantially lessened by the mitigation measures incorporated into the Project, the City recognizes that approval of the Project will result in certain unavoidable and potentially irreversible effects. 18 The City finds that, to the extent the adverse or potentially adverse impacts set forth above have not been mitigated to a less than significant level, specific economic, social, legal, environmental, technological, or other benefits of the Project outweigh its significant effects on the environment. The City finds that any and each of the following considerations, in and of itself, is sufficient to approve the Project despite any one or more of the unavoidable impacts identified, and that each of the overriding considerations is adopted with respect to each of the impacts individually, and that each consideration is severable from any other consideration should one consideration be shown to be legally insufficient for any reason. The following benefits of the Proposed Britannia East Grand Project outweigh the foregoing, unavoidable environmental impacts and support approval of the Project: Implementation of General Plan Goals and Policies. The Project implements the City's vision to redevelop former industrial property into higher and more economically sustainable uses. The existing site, largely vacant and contaminated with both asbestos and lead, will be remediated in accordance with state and federal laws governing environmental remediation. Thereafter, construction of the Project will result in a total of approximately 800,000 gross square feet of mixed office/research and development and biotechnology industries, in nine buildings. Retail and restaurant uses are included as well as an approximately 8,000 square foot childcare facility. Redevelopment of the site will 1) facilitate construction of a rrfixed employment project resulting in increased employment opportunities in the community and 2) make the site more aesthetically pleasing and facilitate completion of a linear park and Bay Trail; and, Employment Benefits: The Project would be a source of office/R&D/biotechnical industries in South San Francisco, generating jobs within nearly 800,000 gross square feet of office/R&D space; and, Community Recreational Open Space Benefits: The project would provide a 100-foot wide, landscaped linear park along the San Francisco Bay, incorporating a segment of the Bay' Trail and other pedestrian amenities within the park. The park will be owned and maintained by the Project sponsors for private and public use; and, Campus Development: The Project site plans include generous open space areas, and pedestrian plazas and paths inter-linking the buildings containing research and development, offices, local serving retail/restaurants, child care facility, and parking structures and lots. These retail, personal services and other amenities would serve the needs of employees in the area during their workday without the need for additional trip generation; and, 5. Economic Benefits: The Project would restore sales tax revenues and increase property and other tax revenues from the Project site to the City; and, o Transportation Demand Management. Although the Project will create unavoidable traffic and air quality impacts, the FEIR includes innovative mitigation measures to reduce vehicular trips and air pollution. The measures take the form of a "Transportation Demand Management" program which includes a broad range of incentives for employees to ride- share, vanpool, ride BART, Caltrain, shuttles, and other transit, ride bicycles, or work from home. The Program would be aggressively managed on an ongoing and monitoring basis by "transportation coordinators" to facilitate wide participation; and, 052 Best Use of Existing Property. The Britannia East Grand Project would provide a beneficial mix of office, R&D, biotechnical industries, retail and restaurant employment; redevelopment of a former paint manufacturing site; hazardous materials remediation; pedestrian amenities; and tax revenues, which outweigh the unavoidable environmental impacts. The City Council therefore adopts this Statement of Overriding Considerations for the Britannia East Grand Project. Additionally, because the City has previously made a Statement of Overriding Considerations to approve the South San Francisco General Plan Update (Dyett & Bhatia, June, 1999) which caused the same unavoidable impacts as the proposed Project, that previous Statement of Overriding Considerations would support approval of this Project. In particular, the General Plan EIR (Dyett & Bhatia, September, 1999) identified measures to mitigate for traffic congestion along US 101 and for regional air pollution, but found that such impacts could not be reduced to less than significant levels. The Britannia East Grand Project would impact some of the same freeway segments that were identified in the General Plan EIR and whose traffic and air quality effects could only be partially mitigated. Therefore, the statement of overriding considerations that was made for approval of the General Plan Update would also apply to action on the Britannia East Grand Project by the City and is re-affirmed and the findings related thereto re-adopted to supplement the record for this Statement of Overriding Considerations for the Britannia East Grand Project. Section 6. Citations City of South San Francisco. Final Environmental Impact Report, General Plan Update September, 1999, Planning Consultant: Dyett & Bhatia, San Francisco CA. City of South San Francisco. Draft Environmental Impact Report, Britannia East Grand Project, August 1, 2000. Planning Consultant: Richard Morehouse, Morehouse Associates, Corte Madera, CA. City of South San Francisco. Final Environmental Impact Report, Britannia East Grand Project, October, 2000. Planning Consultant: Richard Morehouse, Morehouse Associates, Corte Madera, CA. 20 O53 RESOLUTION NO. 2616 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SOUTH SAN FRANCISCO RECOMMENDING THAT THE CITY COUNCIL APPROVE GENERAL PLAN AMENDMENT GP-01-006 TO DELETE THE PROPOSED EAST GRAND AVENUE EXTENSION TO POINT SAN BRUNO BOULEVARD. WHEREAS, the South San Francisco Planning Commission held duly noticed public hearings on March 7, 2002 and April 4, 2002; and WHEREAS, the Planning Commission makes the following findings in support of the request for approval ora General Plan Amendment to modify policy 4.2-I-2, and amend the Land Use Diagram to delete the proposed East Grand Avenue Extension to Point San Bruno Boulevard: An Environmental Impact Report was prepared for the project which fully analyzed potential environmental impacts. The EIR finds that deletion of the proposed roadway extension would not have a significant impact on the environment so long as an emergency access road to the northeast comer of the Project site is provided where it may be connected to Point San Bruno Boulevard and the Genentech research and development campus, as identified in the project plans. Deletion of the public roadway, in favor of an emergency access road would allow the project to be developed as a more unified campus, in support of General Plan Policy 3.5-G-3 and East of 101 Area Plan Policy LU-16, by retaining a smaller appropriate scale to the circulation system while consistent with the needs of the area. NOW, THEREFORE, BE IT RESOLVED that the Planning Commission hereby recommends that the South San Francisco City Council approve GP-01-006 as outlined in Exhibit A. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. S:\StaffReportsk2002kFINAL SR\04-04-02 PCkBEG\GP~01-006 PCreso 4-4-02.doc O54 I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 4th of April, 2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Commissioner D'Angelo, Commissioner Honan, Commissioner Meloni, Commissioner Sim, Commissioner Teglia, and Chairperson Romero Vice Chairperson Ochsenhirt None None ATTEST: Thomas C. Sparks F:~File Cabineth-esolutionL2002X2616 GP-01-006 PCreso 4-4-02.doc 055 CITY OF SOUTH SAN FRANCISCO PLANNING COMMISSION RESOLUTION NO. 2616 EXHIBIT A BRITANNIA EAST GRAND PROJECT Attachment 1: General Plan Amendment, Map Attachment 2: General Plan Amendment, Text Changes 056 GP-01-006 Attachment I San BrunoCanal Location of the East Grand Avenue Extension to be Removed ,.:~ :=': San,~ .:. ~, GP-01-006 Attachment 2 IMPLEMENTING POLICIES: STREET SYSTEM AND STANDARDS OF SERVICE Street System and Improvements 4.2-I-2 Undertake street improvements identified in figures 4-1 and 4-2. Improvements identified include: Connection between Hillside Boulevard and E1 Camino Real near the BART station (see Chapter 3 for policies for pedestrian-oriented nature of the segment near the BART station). Arroyo Drive/Oak Avenue connection. This short connection will relieve pressure offthe Chestnut Avenue/El Camino Real intersection. Signal coordination will help to ensure that E1 Camino Real traffic flow is not impeded. Mission Road extension from Chestnut Avenue to South Linden Avenue extension. This will be on the BART right-of-way. The General Plan proposes additional uses for the right-of-way--a bikeway and a linear park as well--a coordinated design strategy and joint efforts by the Public Works and Parks and Recreation departments will be needed. Myrtle Av4nue extension to South Linden Avenue. This will run parallel (on the north side) of the former Zellerbach Paper plant. Alignment study will be needed, and some small existing structures may need to be removed. South Maple Avenue extension to Noor Avenue at Huntington Avenue. While this connection is short and within the City limits, it may be viable only at the time of redevelopment of the site along Browning Way (designated for high-intensity office development, as it is adjacent to the San Bruno BART Station). This connection should be a condition of redevelopment of sites in the area. South Linden Avenue extension to Sneath Lane. This would dramatically increase access to Lindenville and enable trucks to get to 1-380 without going through Downtown. This connection is also extremely critical to ensure connection between Downtown and the (San Bruno) BART Station. Railroad Avenue extension from South Linden Avenue to East Grand Avenue, following the general alignment of an abandoned railroad fight-of-way. This would be the first non- freeway related connection between the areas east and west of U.S. 101. The street will go under U.S. 101. Either a depressed intersection at Railroad Avenue or an elevated section that goes above the Caltrain tracks would be needed. This will probably be an expensive improvement ($15-20 million), requiting detailed studies. However, it is expected to accommodate more than 20,000 trips per day and existing structures will not need to be removed. Consideration should begiven to providing a bikeway in conjunction with the street design. Victory Avenue extension from South Linden Avenue to South Airport Boulevard. This will need to be undertaken in conjunction with development of the regional commercial facilities designated on the General Plan Diagram. New interchange at Victory Avenue and U.S. 101. This will provide direct connection between Lindenville and U.S. 101, and be the primary truck ingress/egress point in South San Francisco, obviating the need for trucks to negotiate Downtown streets. As with Victory Avenue extension, development will need to occur in conjunction with development of regional commercial facilities. Produce Avenue extension to Shaw Road. This will mn parallel to U.S. 1 O1 on the western side. RESOLUTION NO. 2617 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SOUTH SAN FRANCISCO RECOMMENDING THAT THE CITY COUNCIL APPROVE PUD-01-006, UP-01-006 AND DR-01-006 TO ALLOW DEVELOPMENT OF A 26.9 ACRE OFFICE/RESEARCH AND DEVELOPMENT CAMPUS ON A SITE LOCATED AT THE EASTERLY TERMINUS OF EAST GRAND AVENUE IN THE P-I PLANNED INDUSTRIAL ZONE DISTRICT AND ADOPT AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT DA-01-006 RELATED THERETO WHEREAS, the South San Francisco Planning Commission held duly noticed public hearings on March 7, 2002 and April 4, 2002; and WHEREAS, as required by the "Use Permit Procedure" (SSFMC Chapter 20.81), the "Planned Unit Development Procedure" (SSFMC Chapter 20.84), and the "Design Review Procedure" (SSFMC Chapter 20.85) the Planning Commission makes the following findings in support of the request to approve a Master Plan for a 758,533 square foot office/R&D campus with ancillary childcare center, fitness center and retail/restaurant space on a 26.9 acre site located at the easterly terminus of East Grand Avenue, and which includes requested exceptions for number of parking spaces. These findings are based on public testimony and the materials submitted to the City of South San Francisco Planning Commission which include, but are not limited to: "Master Site Plan" and the "Site Plan, Phase 1 and Phase 2", Sheet No. A1.1, "Conceptual Building Design Guidelines", "Schematic Landscape Plan", and preliminary grading and utility plans dated May 4, 2001, prepared by DES Architects/Engineers; Floor plans and elevations for Buildings 1 & 2, and Parking Garage A dated 8-3-01, floor plans and elevations for Building 3 dated September 7, 2001, and floor plans and elevations for Buildings 4, 5, 6, 7, 8, & 9 dated October 5, 2001, prepared by DES Architects/Engineers; "Preliminary Transportation Demand Management Program", dated March 7, 2002, prepared by Sequoia Solutions Consulting; Britannia East Grand Environmental Impact Report (Draft EIR, Recirculation Draft EIR and Final EIR Response to Comments); minutes of the August 21, 2001, September 18, 2001 and October 16, 2001 Design Review Board meetings; Planning Commission staff reports dated November 15, December 20, 2001, and January 17, March 7 and April 4, 2002; and testimony received at the November 15, December 20, 2001, and January 17, March 7 and April 4, 2002 Planning Commission meetings: The subject site is physically suitable for the type and intensity of the land use being proposed. The suitability of the site for development was analyzed thoroughly in the environmental document prepared for the project. Subject to approval of General Plan Amendment GP-01-006, the project is consistent with the General Plan which designates the property for a mix of Business and Technology Park and Coastal Commercial. Office/R&D use is considered an appropriate use under this designation. Additionally, the category provides for a floor area ratio (FAR) of .50, with permissible increases to a maximum FAR of 1.0 based on implementation of a Transportation Demand Management (TDM) program as outlined in the City's TDM Ordinance. The proposed FAR of .67 requires that the applicant prepare, implement and maintain a TDM Plan designed to achieve a 30% shift to alternative modes of travel other than single occupant vehicles. The following policies specifically support the proposed project: ao Guiding Policy 3.5-G-3 - Promote campus-style biotechnology, high- technology, and research and development uses. 3.5-I-8 - Encourage the development of employee-serving amenities with restaurants, cafes, support commercial establishments... o The proposed project is consistent with the East of 101 Area Plan which the General Plan identifies as the guide for detailed implementation of General Plan policies. Policy LU-16 supports development of campus settings and promotes the concept of "Master Plans", including facility wide development standards, for sites of 20+ acres. In addition, the proposed project is consistent with the Design Policies of the East of 101 Area Plan, and specifically with Policy DE-22, which specifies that on-site open space should serve as a unifying element, by connecting separate buildings and providing usable employee spaces. With the exception of parking, the proposed project meets or exceeds the minimum standards and requirements of the City's Zoning Ordinance which designates the site P-I Planned Industrial. The exception for the number of parking spaces is warranted based on the following: The planned unit development is of a superior quality which offsets any potential adverse impacts of the requested parking space reduction. The Design Review Board and the Planning Commission find the proposal of very high quality in terms of architecture, building materials, site design and provision of on-site amenities including a childcare facility, retail and restaurant space and a health club. The parking exception will result in a project of superior design or will otherwise be of general benefit to the community. The parking exception will serve to support and promote the TDM program required of the project. Co The parking exception will not be unreasonably detrimental to the health, safety, welfare, comfort or convenience of persons working in the vicinity of the project. The proposed parking supply of 3.1 spaces per 1,000 sf for all uses on the site is not anticipated to result in a shortfall of on-site parking or create the need for overflow parking off-site. The parking ratio is identical to standards in operation within the Gateway Specific Plan District where no parking deficiencies have been identified. In addition, the parking ratio is supported by studies from the Institute of Transportation Engineers which identify an average need of 2.79 parking spaces per 1,000 square feet of office space, and which support a lower ratio for research and development use based on its lower employment densities. do The parking standards proposed will be adequate for the proposed uses because of the offered alternative solutions for providing and managing parking. The project is required to implement a Transportation Demand Management Program on an on-going basis over the life of the project with a required alternative mode shift of 30%. The aggressive TDM requirements required of the project, the fact that similar reduced standards have been accepted and/or successfully applied within several large campus developments in the city, including the Gateway Specific Plan District, Bay West Cove Specific Plan District and the Genentech Campus, and the studies from the Institute of Transportation Engineers (ITE) all support a reduced parking standard. The reduced parking rate reinforces the overall efforts of the City's General Plan and the Transportation Demand Management Ordinance which encourage reduced parking standards as an effective tool in encouraging use of alternative modes of transportation other than single occupancy vehicles. The number of parking spaces provided by the reduced standard will serve all existing, proposed and potential uses as effectively and conveniently as would the standard number of parking spaces required by Chapter 20.74. As described above, there is ample evidence to support the proposed parking reduction, and there is added concern that an overabundance of parking could have a deleterious effect on the goals and objectives of the City's TDM efforts since such would serve as a disincentive to use of alternative modes of transportation. 5. Transportation Demand Management The proposed TDM measures are feasible and appropriate for the project, considering the proposed use or mix of uses and the project's location, size and hours of operation. Sufficient measures have been included in the plan to achieve a projected 30% alternative mode usage, as required. bo The performance guarantees provided in the plan will ensure that the target 30% alternative mode use will be achieved and maintained. Conditions of approval have been included to require that the Final TDM Plan, which must be submitted for review and approval prior to issuance of a building permit, shall outline the required process for on-going monitoring including annual surveys and triennual reports. Additionally, the applicant shall be required to reimburse the City for program costs associated with monitoring and enforcing the TDM program. 10. The proposed project is consistent with the goals and objectives of the Redevelopment Program for the Downtown/Central Redevelopment Project Area, and specifically with the following: To create and develop local job opportunities and to preserve the area's existing employment base. bo To replan, redesign and develop areas which are stagnant or improperly used. An Environmental Impact Report has been prepared for the project in accordance with the provisions of CEQA. Mitigation measures have been incorporated into the project which will reduce all but two identified impacts to a less than significant level. The City Council must adopt the required findings of Section 15091 of the State CEQA Guidelines for two of the Project's significant en{,ironmental effects, which effects cannot be reduced to an acceptable level, with regard to air quality and transportation impacts. The proposal will not be adverse to the public health, safety, or general welfare of the community, nor unreasonably detrimental to surrounding properties or improvements. Subject to minor modifications, included as conditions of approval, the proposal complies with the City's Design Guidelines. The Owner and City have negotiated a Development Agreement pursuant to Government Code section 65864 et. seq. The Development Agreement, attached hereto as Exhibit B, sets forth the duration, property, project criteria and other required information identified in Government Code section 65865.2. Additionally, the Agreement requires the Owner to provide an on-site childcare facility or, if construction on-site is not feasible due to environmental constraints, to construct an off-site facility in the East of 101 Plan Area or alternative site approved by the City. Owner will also pay its fair share of infrastructure improvements, including traffic mitigation, and include public art on the project site. Based on the findings in support of the Planned Unit Development Permit, the Commission finds that the Development Agreement, vesting a project for a campus style development of nine Research and Development buildings, is consistent with the General Plan, as proposed to be amended, and consistent with the applicable zoning regulations. NOW, THEREFORE, BE IT RESOLVED that the Planning Commission hereby recommends that the South San Francisco City Council approve PUD-01-006, UP-01-006 and DR-01-006 subject to the Conditions of Approval contained in Exhibit A, and Development Agreement DA-01-006 as contained in Exhibit B. BE IT FLrRTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 4th of April, 2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Commissioner D'Angelo, Commissioner Honan, Commissioner Meloni, Commissioner Sim, Commissioner Teglia, Vice Chairperson Ochsenhirt and Chairperson Romero None None None ATTEST: Commission Secre~~'~ Thomas C. Sparks CITY OF SOUTH SAN FRANCISCO PLANNING COMMISSION RESOLUTION NO. 2617 EXHIBIT A BRITANNIA EAST GRAND PROJECT Condition of Approval as recommended by the Planning Commission to City Council u65 RESOLUTION 2617 EXItlBIT A CONDITIONS OF APPROVAL PUD/UP/DR-01-006 (April 4, 2002 as recommended by the Planning Commission on April 4, 2002 to City Council) A. Planning Division requirements shall be as follow: The project shall be constructed substantially as indicated on the attached "Master Site Plan" and the "Site Plan, Phase 1 and Phase 2", Sheet No. Al.l, "Conceptual Building Design Guidelines", "Schematic Landscape Plan", and preliminary grading and utility plans dated May 4, 2001, prepared by DES Architects/Engineers; floor plans and elevations for Buildings 1 & 2, and Parking Garage A dated 8-3-01, floor plans and elevations for Building 3 dated September 7, 2001, and floor plans and elevations for Buildings 4, 5, 6, 7, 8, & 9 dated October 5, 2001, prepared by DES Architects/Engineers, except as otherwise modified by the following conditions: The applicant shall comply with all applicable mitigation measures identified in Britannia East Grand Final EIR. - Prior to issuance of a building permit the applicant shall prepare a checklist outlining mitigation measures and status of implementation. 3. Prior to issuance of any building permit, the applicant shall submit a Development plan for review and approval by the City as indicated in the Development Agreement. Master Plan - The Planned Unit Development and Use Permit applications for the project outline the provisions of the Master Plan of development, including general site and building layout, permitted uses, development standards, and design guidelines. Final designs of individual buildings are to comply with the design guidelines and be approved through a series of Design Review applications, subject to final approval by the Planning Commission. 5. Child care - The Childcare facility shall be constructed according to the schedule outlined in the Development Agreement. 6. Site development plans shall designate short term parking areas within the surface parking lots to accommodate visitors. The design of the parking garages shall be modified, subject to review and approval by the Chief Planner, to incorporate additional details including stronger variations in building colors, added details at the pedestrian level (bus shelter, storefront design, etc.) and planters along upper levels of the garage to allow plantings to spill down the face of the structure. The applicant shall contribute a fair share contribution towards the expense of the proposed bridge over the narrow channel between the MRF/TS site and the project site, including design, construction and maintenance. 9. Prior to issuance of a building permit, the applicant shall provide evidence of compliance with FAA requirements regarding construction within the FAR Part 77 conical zone. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 2 of 18 10. 11. 12. Prior to issuance of a building permit, the applicant shall provide appropriate evidence to ensure that office, research and development, childcare facility and retail spaces are designed so that the calculated hourly average noise levels during the daytime does not exceed and Leq of 45dBA, and instantaneous maximum noise levels do not exceed 60 dBA. The applicant shall cooperate with the City in the development/implementation of a regional shuttle service if such is considered by the City. TDM ao In accordance with South San Francisco Municipal Code Section 20.120.070, prior to issuance of a building permit the applicant shall submit a Final TDM Plan for review and approval by the Chief Planner. The Final TDM Plan shall substantially reflect the Preliminary TDM plan prepared by Sequoia Solutions. The Plan shall be designed to achieve a minimum 30% alternative mode use over the life of the project. The Final TDM Plan shall outline the required process for on-going monitoring including annual surveys and triennual reports as outlined in the Development Agreement, and as specified below: l) Transportation Demand Management: Owner shall prepare an annual Transportation Demand Management (TDM) report, and submit same to City, to doctiment the effectiveness of the TDM plan in achieving the goal of 30% alternative mode usage by employees within the Project. The TDM report will be prepared by an independent consultant, retained by City with the approval of Owner (which approval shall not be unreasonably withheld or delayed) and paid for by Owner, which consultant will work in concert with Owner's TDM coordinator. The TDM report will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. All nonresponses to the employee commute survey will be counted as a drive alone trip. a) TDM Reports: The initial TDM report for each building on the Property will be submitted two (2) years after the granting of a certificate of occupancy with respect to the building, and this requirement will apply to all buildings on the Property except the parking facilities. The second and all later reports with respect to each building shall be included in an annual comprehensive TDM report submitted to City covering all of the buildings on the Property which are submitting their second or later TDM reports. b) Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.120 of the South San Francisco Municipal Code. The initial TDM report shall either: (1) state that Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PI_FD/UP/DR-01-006 April 4, 2OO2 Page 3 of 18 Co the applicable property has achieved 30% alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (2) state that the applicable property has not achieved the 30% alternative mode usage, providing an explanation of how and why the goal has not been reached, and a description of additional measures that will be adopted in the coming year to attain the TDM goal of 30% alternative mode usage. c) Penalty for Non-Compliance: If after the initial TDM report, subsequent annual reports indicate that, in spite of the changes in the TDM plan, the 30% alternative mode usage is still not being achieved, or if Owner fails to submit such a TDM report at the times described above, City may assess Owner a penalty in the amount of Fifteen Thousand Dollars ($15,000.00) per year for each percentage point below the minimum 30% alternative mode usage goal. In determining whether a financial penalty is appropriate, City may consider whether Owner has made a good faith effort to meet the TDM goals. (2) If City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three (3) years of the TDM plan (commencing with the first year in which a penalty could be imposed), such penalty sums, in the City's sole discretion, may be used by Owner toward the implementation of the TDM plan instead of being paid to City. If the penalty is used to implement the TDM Plan, an Implementation Plan shall be reviewed and approved by the City prior to expending any penalty funds. (3) Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail and Research and Development use permitted to be constructed on the Property. For example, if there is 200,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the penalty would be determined by multiplying Fifteen Thousand Dollars ($15,000.00) times a fraction, the numerator of which is 200,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property, subtracting the square footage of the parking facilities; this amount would then be multiplied by the number of percentage points below the 30% alternative mode usage goal. The applicant shall be required to reimburse the City for program costs associated with monitoring and enforcing the TDM program. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2O02 Page 4 of 18 13. No signs are included in the project approval. 14. All roof-mounted equipment shall be contained in screened enclosures, subject to the review and approval of the City's Chief Planner. 15. Detailed landscape and irrigation plans shall be submitted for Design Review Board review and Planning Commission approval. 16. The applicant shall comply with all standard conditions as outlined in the "Standard Conditions and Limitations for Commercial Industrial and Multi-Family Residential Projects", dated Revised February 1999. Accordingly, minor changes or deviations from the approved plans may be approved by the Chief Planner; significant changes shall require approval of the Planning Commission. 17. To the extent that the area is designated as bay trail and recreation the applicant shall conduct further investigation to the satisfaction of the Planning Division in the area of known contamination on the portion of the subject property known as the slough and remediate any contamination to levels acceptable to DTSC and/or the Regional Water Quality Control Board." (Planning Division contact: Susy Kalkin (650) 877-8535) B. Engineering Division requirements shall be as follow: 1. IMPROVEMENT CONDITIONS ao The developer shall comply with all applicable conditions of the Engineering Division's "Standard Conditions for Commercial and Industrial Developments", as contained in our "Standard Conditions for Subdivisions and Private Developments" booklet, dated January 1998. This booklet is available from the Engineering Division at no charge to the applicant. The Frontage Improvement work required by the Standard Conditions shall include the construction of a City standard cul-de-sac, conform improvements and the dedication of public street right-of-way, within the applicant's property, at the east end of East Grand Avenue as required to accommodate the East Grand Avenue cul-de-sac improvements. As required by City Ordinance and the "Standard Conditions", storm water pollution control devices and filters (such as "Stormcepter" units, CDS units, grassy swales, or other approved filter devices, or combination of devices) shall be installed within the site drainage system to prevent pollutants deposited within the site from entering the Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 5 of 18 Co eo go San Francisco Bay. Plans for these filters shall be submitted to the Engineering and Water Quality Control Divisions for review and approval. The applicant shall submit a Storm Water Pollution Prevention Plan (SWPPP) for this site, prior to receiving a grading or building permit. As required by the Standard Conditions, the applicant shall underground all new and existing pole-mounted overhead utility wires within the boundaries of the applicant's property and within the East Grand Avenue cul-de-sac bulb. In order to assure that the portion of East Grand Avenue, between Haskins Way and the entry to the subject development, is structurally sound and will be able to accommodate the project's traffic loading, the applicant shall retain a consultant to conduct deflection testing of this portion of East Grand Avenue and submit this report to the City Engineer for review and approval. The deflection testing will establish the condition of the existing structural section of the street and whether or not it needs repair, reconstruction or an asphalt overlay to bring up to current engineering standards. This improvement will help to mitigate the additional vehicle traffic resulting from the full build-out of the Britannia East Grand development. The applicant shall submit plans for the improvement of the street to the City Engineer for review and approval, in accordance with the results of the testing and analysis of the approved report. In order to facilitate bicycle and pedestrian access to the site, to further the goal of reducing vehicle trips and parking space requirements for the project, the applicant shall provide bike path and pedestrian walk improvements along the existing portion of East Grand Avenue, between Haskins Way and the project's interior streets. Plans for these improvements shall be prepared by the applicant's consultants and submitted to the City Engineer for review and approval. The applicant shall replace the existing 15" sanitary sewer main that serves this site, between the boundary of the project site and the City's pump station at the intersection of Swift Avenue and Kimball Way, with a new sewer main sized to accommodate the Britannia East Grand project, existing users and possible future connecting developments. The existing main is very old, has experienced differential settlement and can no longer maintain proper sewage flow within the pipe as required to accommodate the projected sanitary flows from the project. The main will need to be replaced in conformance with City Standards and in accordance with plans prepared by the applicant's civil engineer, as approved by the City Engineer. Replacement of the main shall be accomplished by the applicant, who will be partially reimbursed by the City, as provided for in the applicant's Development Agreement. All off-site public improvements, as described above, shall be constructed in accordance with plans approved by the City Engineer and to City Standards, at no cost to the City (except as provided by the Development Agreement) and secured by a bond, Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 20O2 Page 6 of 18 letter of credit or cash deposit, pursuant to a public improvement agreement with the City of South San Francisco. The applicant shall comply with the requirements of the Britannia East Grand Project approved EIR mitigation measures, the approved property D.C.C. & R's and the project Development Agreement between the City and the applicant. The applicant shall also pay the Oyster Point Overpass Fee, the East of 101 Traffic Mitigation Fee and the sewer capacity study and infrastructure improvement contribution (these fees are discussed in more detail below), prior to receiving a building permit for new or renovated buildings constructed within this parcel. FEES a. Oyster Point Overpass Fee Prior to receiving a Building Permit for any new building or major renovation or change of use within the proposed development, the applicant shall pay the Oyster Point Overpass fee, as determined by the City Engineer, in accordance with City Council Resolutions 102-96 and 152-96. Based upon the information shown on the above referenced plan and the March 2002 Engineering News Record San Francisco Construction Cost Index (7683.68 in the calculation formula below), the fee (which will have to be updated upon review of the building permit application and will be adjusted in accordance with the latest Construction Cost Index at the time that the fee is paid), is estimated as follows: Trip Calculation 783,533 gsf office/R&D buildings ~ 12.3 trips per 1000 gsf= 9637 daily vehicle trips 5,000 gsf fitness center @ 11.7 trips per 1000 gsf = 59 new trips 3,000 gsf delicatessen (high turn-over restaurant) ~ 164.4 trips per 1000 gsf = 493 new trips 5,000 gsfretail use (general commercial) ~ 48 trips per 1000 gsf= 240 new trips Total new average daily vehicle trips at full build-out of the development -- 10,429 Less credit for the existing 124,200 gsf Fuller O'Brien manufacturing building @ 3.99 trips per 1000 gsf = 496 existing trips Total estimated new trips if the project is built-out as per the Master Site Plan = 9933 Contribution Calculation Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 7 of 18 9933 trips X $154 X (7683.68/6552.16) -- $1,793,849 b. East of 101 Traffic Impact Fee Prior to the issuance of a Building Permit for an occupied structure within the project, the applicant shall pay the East of 101 Traffic Impact fee, in accordance with the approved Development Agreement, as adopted by the City Council. In the event that the Development Agreement expires prior to issuance of any remaining building permits the applicant shall pay the East of 101 Traffic Impact fee if effect at the time of building permit issuance. c. Sewer Facility Impact Fee The applicant shall pay a Sewer Facilities Fee in accordance with the approved Development Agreement, as adopted by the City Council. In the event that the Development Agreement expires prior to issuance of any remaining building permits the applicant shall pay the Sewer Facilities fee if effect at the time of building permit issuance. (Engineering Division contact: Richard Harmon (650) 829-6652) Police Department requirements shall be as follow: Municipal Code Compliance The applicant shall comply with the provisions of Chapter 15.48 of the Municipal Code, "Minimum Building Security Standards" Ordinance revised May 1995. The Police Department reserves the right to make additional security and safety conditions, if necessary, upon receipt of detailed/revised building plans. 2. Landscaping Landscaping shall be of the type and situated in locations to maximize observation while providing the desired degree of aesthetics. Security planting materials are encouraged along fence and property lines and under vulnerable windows. 3. Building Security a. Doors Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2OO2 Page 8 of 18 1) 2) 3) 4) 5) 6) 7) The jamb on all aluminum frame swinging doors shall be so constructed or protected to withstand 1600 lbs. of pressure in both a vertical distance of three (3) inches and a horizontal distance of one (1) inch each side of the strike. Glass doors shall be secured with a deadbolt lock~ with minimum throw of one (1) inch. The outside ring should be free moving and case hardened. Employee/pedestrian doors shall be of solid core wood or hollow sheet metal with a minimum thickness of 1-3/4 inches and shall be secured by a deadbolt lockt with minimum throw of one (1) inch. Locking hardware shall be installed so that both deadbolt and deadlocking latch can be retracted by a single action of the inside knob, handle, or tumpiece. Overhead roll-up doors shall be so secured on the inside that the lock cannot be defeated from the outside and shall also be secured with a cylinder lock or padlock from the inside. Outside hinges on all exterior doors shall be provided with non-removable pins when pin-type hinges are used or shall be provided with hinge studs, to prevent removal of the door. Doors with glass panels and doors with glass panels adjacent to the doorframe shall be secured with burglary-resistant glazing2 or the equivalent, if double-cylinder deadbolt locks are not installed. Doors with panic bars will have vertical rod panic hardware with top and bottom latch bolts. No secondary locks should be installed on panic-equipped doors, and no exterior surface-mounted hardware should be used. A 2" wide and 6" long steel astragal shall be installed on the door exterior to protect the latch. No surface- mounted exterior hardware need be used on panic-equipped doors. 8) All entrance and exit doors for individual tenant spaces shall have a deadbolt lock. · 1 Tlie locks shall be so constructed that both fl~e deadbolt and deadlocking latch can be retracted by a single action of tlie inside door knob/lever/turnpiece. A double-cylinder deadbolt lock or a single-cylinder deadbolt lock witliout a turnpiece may be used in "Group B" occupancies as defmed by the Uniform Building Code. When used, there must be a readily visible durable sign on or adjacent to the door stating "This door to remain tmlocked during business hours", employing letters not less than one inch lfigh on a contrasting background. The locking device must be of type that will be readily distinguishable as locked, and its use ~nay be revoked by the Building Official for due cause. 25/16" security laminate, 1/4" polycarbonate, or approved security film treatment, minimum. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 20O2 Page 9 of 18 bo 9) On pairs of doors, the active leaf shall be secured with the type of lock required for single doors in this section. The inactive leaf shall be equipped with automatic flush extension bolts protected by hardened material with a minimum throw of three-fourths inch at head and foot and shall have no door knob or surface-mounted hardware. Multiple point locks, cylinder activated from the active leaf and satisfying the requirements, may be used instead of flush bolts. 10) Any single or pair of doors requiring locking at the bottom or top rail shall have locks with a minimum of one throw bolt at both the top and bottom rails. Windows 1) Louvered windows shall not be used as they pose a significant security problem. 2) Accessible rear and side windows not viewable from the street shall consist of rated burglary resistant glazing or its equivalent. Such windows that are capable of being opened shall be secured on the inside with a locking device capable of withstanding a force of two hundred- (200) lbs. applied in any direction. 3) Secondary locking devices are recommended on all accessible windows that open. c. Roof Openings 1) All glass skylights on the roof of any building shall be provided with: a) Rated burglary-resistant glass or glass-like acrylic material,2 or: b) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material spaced no more than five inches apart under the skylight and securely fastened, or: c) A steel grill of at least 1/8" material or two inch mesh under skylight and securely fastened. 2) All hatchway openings on the roof of any building shall be secured as follows: a) If the hatchway is of wooden material, it shall be covered on the outside with at least 16 gauge sheet steel or its equivalent attached with screws. b) The hatchway shall be secured from the inside with a slide bar or slide bolts. The use of crossbar or padlock must be approved by the Fire Marshal. c) Outside hinges on all hatchway openings shall be provided with non- removable pins when using pin-type hinges. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2O02 Page 10 of 18 3) All air duct or air vent openings exceeding 8" x 12" on the roof or exterior walls of any building shall be secured by covering the same with either of the following: a) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material, spaced no more than five inches apart and securely fastened. or: b) A steel grill of at least 1/8" material or two inch mesh and securely fastened and c) If the barrier is on the outside, it shall be secured with galvanized rounded head flush bolts of at least 3/8" diameter on the outside. Lighting I) Parking lots, (including parking lots with carports) driveways, circulation areas, aisles, passageways, recesses, and grounds contiguous to buildings shall be provided with high intensity discharge lighting with sufficient wattage to provide adequate illumination to make clearly visible the presence of any person on or about the premises during the hours of business darkness and provide a safe, secure environment for all persons, property, and vehicles on site. Such lighting shall be equipped with vandal-resistant covers. A lighting IeveI of .50 to I foot-candies minimum, maintained at ground level is required. 2) All exterior doors shall be provided with their own light source and shall be adequately illuminated at all hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for persons exiting the building. 3) The premises, while closed for business after dark, must be sufficiently lighted by use of interior night-lights. 4) Exterior door, perimeter, parking area, and canopy lights shall be controlled by photocell and shall be left on during hours of darkness or diminished lighting. 5) Parking lot lights shall remain on anytime there are employees in the building. 6) The parking garages for both applicants shall have a lighting level of, 5 foot- candles for parking areas. A level of 10 foot-candles for driveways and stairways is required in these areas. 7) Interactive speakers are required throughout the garage area to enable patrons to summon assistance without having to dial a telephone. U '~ O Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 11 of 18 8) Prior to issuance of a building permit, the applicant shall submit a lighting plan to be reviewed and approved by the Police Department. Lighting plans shall include photometric and distribution data attesting to the required illumination level. Numbering of Buildings 1) The address number of every commercial building shall be illuminated during the hours of darkness so that it shall be easily visible from the street. The numerals in these numbers shall be no less than four to six inches in height and of a color contrasting with the background. 2) In addition, any business which affords vehicular access to the rear through any driveway, alleyway, or parking lot shall also display the same numbers on the rear of the building. 3) Posted at the main entrance to the building/complex shall be a sign (directory) showing the addresses and businesses within the complex. Said sign shall be illuminated during the hours of darkness and shall be protected by use of vandal- resistant covers or materials. 4) Each different unit within the building shall have its particular address prominently displayed on its front and rear doors. (Rear door numbers only need to be one inch in height.) Alarms 1) The business shall be equipped with at least a central station silent intrusion alarm system. 2) All individual businesses within the complex will be/may be required to have an alarm system before occupancy. The type of alarm is dependent upon the nature of the individual business. Tenants should be advised to make contact with Crime Prevention Bureau well in advance of requested business occupancy for further details. NOTE: To avoid delays in occupancy, alarm installation steps should be taken well in advance of the final inspection. Traffic, Parking, and Site Plan Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 12 of 18 1) All entrances to the parking area shall be posted with appropriate signs per 22658(a) CVC, to assist in removing vehicles at the property owner's/manager's request. 2) Handicapped parking spaces shall be clearly marked and properly sign posted. 3) The parking and circulation for these projects appears to be adequate. 4) An Emergency Access Only roadway connection shall be provided through the site to connect with the Genentech Research and Development Campus. NOTE: For additional details, contact the Traffic Bureau at 829-3934. h. Misc. Security Measures 1) Commercial establishments having one hundred dollars or more in cash on the premises after closing hours shall lock such money in an approved type money safe with a minimum rating ofTL-15. This condition applies to the proposed restaurant pad. 2) Multiple tenant office and commercial buildings shall have floor to floor demising walls or security barriers separating individual tenant areas to prevent entry of adjaeent spaces over the top of the divider. 3) Business machines visible from the exterior of the building should be equipped with desk pad type locking devices. 4) All highly portable, easily resaleable property should be inventoried and marked with a distinctive identification number. A commercial I.D. number can be assigned by calling the Crime Prevention Unit at 877-8926. 5) The perimeter of the site shall be fenced during construction, and security lighting and patrols shall be employed as necessary. 6) The fence surrounding the storage yard should be topped with triple-strand barbed wire or razor ribbon. 7) The childcare facility will develop a procedure for sign-in and sign-out of children to a designated guardian. They will also develop a procedure for handling children who are not picked up at the designated time and cases of suspected abuse or neglect. These procedures will be reviewed and approved by the South San Francisco Police Department prior to occupancy of the facility. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2O02 Page 13 of 18 8) Uniformed Security - The complex shall employ a uniformed security guard from at least 9:00 pm to 6:00 am, 365 days a year. This protection shall start upon occupancy of the first structure but is encouraged at the start of construction of the first building. (Police Department contact person: Sgt. Mike Newell, 877-8927) D. Fire Prevention/Building Division requirements shall be as follow: The design and construction of all site alterations shall comply with all applicable codes and regulations in effect at the time of plan submittal and building permit issuance. A separate building permit application shall be submitted for each independent structure proposed on the site. Applications shall be accompanied by five (5) complete sets of construction drawings to include: a) Architectural plans b) Structural plans c) Electrical plans d) Plumbing plans e) Mechanical plans f) Fire sprinkler plans g) Landscape/irrigation plans h) Site/civil plans i) Structural Calculations j) Truss Calculations k) Soils reports 1) Title-24 energy documentation The occupancy classification, construction type and square footage of each building shall be specified on the plans in addition to justification calculations for the allowable area of each building. Any demolition of existing structures will require a permit. Submittal shall include three (3) copies of the site plan, asbestos certification and PG&E disconnect notices. Also, application must be made to the Bay Area Air Quality Management District prior to obtaining the permit and beginning work. If on-site streets are privately owned, certain on-site improvements such as retaining walls, street light standards, and private sewer system will require plan review and permits fi.om the Fire Prevention/Building Division. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 20O2 Page 14 of 18 10. 11. 12. 13. 14. A proposed list of street / court names should be submitted to the Fire Prevention / Building Division for review and approval once the site plan has preliminary approval. List should include a primary and alternate choice for each street or court. Final decision for street names will be made by the City. "No new construction, or substantial improvements of a structure which would require a building permit, pursuant to the applicable provisions of the Uniform Building Code as adopted and modified in Chapter 15.08 of this code, shall take place in an area of special flood hazard without full compliance with the terms of this chapter and other applicable flood control requirements". Prior to submittal of plans to the Building Division for plan review, the applicant shall determine where the actual flood fringe boundary lines occur on the property. The lines shall be incorporated onto a site/topographical plan which shall be included as part of the required plan information noted above. Building pads must be elevated to a point at least one foot above 100-year flood levels. With regard to any grading or site remediation, soils export, import and placement; provide a detailed soils report prepared by a qualified engineer to address these procedures. In particular the report should address the import and placement and compaction of soils at furore building pad locations and should be based on an assumed foundation design. This information should be provided to'Building and Engineering Division for review and comments prior to any such activities taking place. A grading permit may be required for the above-mentioned work. Prior to building permit issuance for the construction of each building, geotechnical and civil pad certifications are to be submitted. There are no readily available public utilities adjacent to this site. Because of the elevation of nearby public sewer lines, a sewage ejector may be necessary to serve these buildings. Design for the ejectors must be reviewed and approved by the Engineering Division and Water Quality Control. A double pump alarmed system is required on all commercial buildings. Additionally, the separator will require a plumbing permit and inspections by this Division. Fire sprinklers will be required throughout both buildings. Separate application by a C-16 contractor is required. Fire sprinklers modifications may be needed. Separate application by a C-16 contractor is required. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 15 of 18 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. Water for landscape irrigation should be separately metered. If fencing exceeds 6' in height, a building permit is required. Wooden retaining walls are not approved for use in SSF. Retaining wall must be concrete or masonry, crib wall, "Keystone", or an equivalent system. All site signage as well as wall signs require a separate permit and application (excluding address numbering). Monument sign(s) located at the driveway entrance(s) shall have address numbers posted prominently on the monument sign. Each building shall have address numbers posted in a conspicuous place. Numbers should be minimum 10" in height and either internally or externally illuminated. In accordance with Uniform Building Code section 2902.3, separate men's and women's restrooms shall be provided if the number of employees at each facility exceeds four. In accordance with Uniform Building Code, the men's and women's restrooms must contain a minimum of two water closets each (one urinal may be substituted for one of the water closets in the men's room). In the parking structure, in areas where motor vehicles are stored, floor surfaces shall be of noncombustible, nonabsorbent materials. Floors shall drain to an approved oil separator or trap discharging to sewers in accordance with the Plumbing Code and South San Francisco Municipal ordinances. The site development of such items as common sidewalks, parking areas, stairs, ramps, common facilities, etc. are subject to compliance with the accessibility standards contained in Title-24, California Code of Regulations. The civil, grading and landscape plans shall address these requirements to the extent possible. The proposed facility shall be designed to provide access to the physically disabled in accordance with the requirements of Title-24, California Code of Regulations; i.e., accessible parking stalls, path of travel, primary entrance, interior travel path and restrooms. All areas within the site must be handicap accessible. All newly constructed buildings on a site shall have, but are not limited to, the following accessible features: a. Path of travel from public transportation point of arrival Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2O02 Page 16 of 18 27. 28. 29. b. Routes of travel between buildings c. Accessible parking d. Ramps e. Primary entrances f. Sanitary facilities (restrooms) g. Drinking fountains & Public telephones (when provided) h. Accessible features per specific occupancy requirements i. Accessible special features, ie., ATM's, exterior phone booths, point of sale machines, etc. Pedestrian access provisions should provide a minimum 48" wide unobstructed paved surface to and along all accessible routes. Items such as signs, meter pedestals, light standards, trash receptacles, etc., shall not encroach on this 4' minimum width. Also, note that sidewalk slopes and side slopes shall not exceed published minimums per California Title 24, Part 2. All 3-story buildings will require elevators. Minimum elevator car size (interior dimension) is 68" wide and 51" deep, with a clear door width of 36". 30. Minimum elevator car size (interior dimension) is 68" wide and 51" deep, with a clear door width of 36". Also, at least one elevator car per building shall accommodate a stretcher, 80" wide and 54" deep with a 42" wide door opening. 31. Review and approval by the San Mateo County Health Department may be required prior to submittal for building permit plan review. 32. 33. 34. 35. 36. School fees will be required for the project. School fees for commercial projects are computed at $0.33 per square foot of interior space. Calculations are done by the SSFUSD and those fees are paid directly to them prior to issuance of the building permit. A minimum of two exits, with proper separation, are required from the third floor of each building. The exits must located a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the area served. If occupant load for any area exceeds 30, rated corridors may be required. In the service areas, mechanical ventilation will be required capable of exhausting a minimum of 1.5 cubic feet per minute per square foot of gross floor area. Connecting offices, waiting rooms, restrooms, and retail areas shall be supplied with conditioned air under positive pressure. Maximum travel distance from any point within the building to an exit shall be 200' unless rated corridors are used. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 17 of 18 37. Handicapped parking spaces must be provided according the following table and must be uniformly distributed throughout the site. Total Number of Parking Spaces Provided Minimum Required Number of H/C Spaces 1 to25 1 26 to 50 2 51 to 75 3 76 to 100 4 101 to 150 5 151 to 200 6 201 to 300 7 301 to 400 8 401 to 500 9 501 to 1,000 Two percent of total 1,001 and over Twenty, plus one for each 100 or fraction thereof over 1,001 38. 39. 40. 41. 42. 43. At least one handicap parking space must be van accessible; 9 feet wide parking space and 8 feet wide off- load area. Additionally, one in every eight required handicap spaces must be van accessible. Minimum shower size in the fully handicapped room is either 60" wide by 30" deep or 42" wide by 48" deep. Adequate utility easements must be provided for all services to include water, sanitary sewer, storm drain piping, as well as gas, electric and telephone. Designated easements for ingress and egress must be provided to all new lots which do not front on a dedicated street. For fire-fighting and emergency personnel, those access ways shall be a minimum of 25' wide. This site may contain particularly caustic and/or corrosive soils. Mitigating design for any in-ground piping systems or reinforcing elements which may be detrimentally affected will need to be addressed during design. Property lines shown through proposed buildings must be eliminated by consolidation or buildings must be relocated, redesigned to fall within property line boundaries. Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 18 of 18 (Contact: 44. On site fire hydrants will be required. 45. Fire lanes must be designated; painted and signed. 46. Knox box keyed entry system is required at designated access doors. 47. An Opticom Traffic signal detection system will be required for roadways impacted to access the site. Jim Kirkman, Fire Marshal/Chief Building Official: 650 829-6670) E. Water Quality Control Department requirements shall be as follow: 1. Once constructed, the onsite catch basins shall be stenciled with the approved San Mateo Countywide Stormwater Logo. Contact Ray Honan at Water Quality Control for details, (650) 877-8634. 2. In accordance with the Municipal Code and Federal law, new stormwater pollution control devices CDS Units/Stormceptors are to be installed in any new drainage inlets. In addition, the applicant is required to submit a maintenance schedule for these units to the Environmental Coordinator. 3. The subject site is over 5 Acres. Consequently, a Stormwater Management Plan is required. Plan shall be completed and submitted before the Building Permit is issued. 4. The applicant shall pay a Sewer Connection Fee based on the type of tenant occupancy. 5. An Erosion and Control Plan with winterization is required before any grading can take place. Plan shall be submitted to the Environmental Coordinator. 6. Separate water meters are required for buildings and landscape areas. 7. Additional comments will be provided when building plans are received. (Contact Ray Honan, Environmental Coordinator: (650) 877-8634) CITY OF SOUTH SAN FRANCISCO PLANNING COMMISSION RESOLUTION NO. 2617 EXHIBIT B BRITANNIA EAST GRAND PROJECT City Council Draft Ordinance with Development Agreement u84 ORDINANCE NO. RESOLUTION 2617 EXHIBIT B AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH SLOUGH SSF FOR THE BRITANNIA EAST GRAND PROJECT WHEREAS, the South San Francisco Municipal Code allows development of the approximately 26.9 acre site located at the easterly terminus of East Grand Avenue as a campus style Research and Development project; subject to further approvals; and, WHEREAS, Slough SSF LLC submitted plans consisting of a Master Site Plan and Site Plan, Phase 1 and Phase 2, Sheet No. A1.1, Conceptual Building Design Guidelines, Schematic Landscape Plan and preliminary grading and utility plans dated May 4, 2001; and, WHERAS, said plans, together with the additional floor plans and parking structure plans, propose development of a 758,533 square foot office/R&D campus with ancillary childcare center, fitness center and retail and restaurant space; and, WHEREAS, the 758,533 square foot office/R&D project, together with the ancillary uses and parking structures ("Project") constitutes the present proposed development and is the project subject to the terms of the Development Agreement ("Agreement"); and, WHEREAS, a Environmental Impact Report has been prepared which analyzes the anticipated environmental impacts of the proposed Project; and, WHEREAS, the Owner has requested that the City to process the proposed entitlements for the Project; and, WHEREAS, pursuant to Municipal Code section 19.60.050, the Director of Economic and Community Development has conducted required reviews and found the proposed Agreement to be in the proper form, determined that the application was complete, and referred the Agreement to the Planning Commission for a public heating; and, WHEREAS, on March 7, 2002, the Planning Commission held a properly noticed public heating on the Britannia East Grand Project and recommended that a final decision on the Project be continued until April 4, 2002; and, WHEREAS, on April 4, 2002, the Planning Commission held a duly noticed public hearing on the proposed Agreement and recommended by a 7 to 0 vote that the City Council adopt the Ordinance and Development Agreement; and, WHEREAS, on April 24, 2002, pursuant to Municipal Code section 19.060.110 the City Council conducted a property noticed public hearing on the proposed Agreement for the project. NOW THEREFORE, the City Council of the City of South San Francisco does ordain as follows: Section 1. Findings A. The proposed Development Agreement for the Britannia East Grand Project is consistent with the objectives, policies, general land uses and programs specified in the General Plan, as amended and adopted. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the General Plan and the findings in support of the Planned Unit Development permit. The Project provides high value jobs for persons in the bio-technology fields and the campus style development that includes recreation opportunities, child care and public transportation options is consistent with the General Plan policies identified in the findings that support approval of the Planned Unit Development Permit. B. The proposed Development Agreement for the Britannia East Grand Project complies with all applicable zoning, subdivision, and building regulations and with the general plan. The City Council independently reviewed the proposed Development Agreement for the Britannia East Grand Project, the General Plan, Chapters 20.78 and 20.84 of the Zoning Ordinance as amended, Chapter 19.60 of the South San Francisco Municipal Code, Title 15 of the Municipal Code, and applicable state and federal law. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of these documents and advice in the record from City staff, including staff reports, testimony and resolutions. C. The proposed Development Agreement for the Project states its specific duration. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Section 2 of the Agreement states that the Agreement shall expire ten years from the effective date of the Agreement but no later than May 1, 2017. D. The proposed Development Agreement for the Britannia East Grand Project, which incorporates as an exhibit the Planned Unit Development Permit and Plan Sets, attached thereto, states the permitted uses of the property subject. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Section 3 of the Agreement sets forth the documents which state the permitted uses. E. The proposed Development Agreement for the Britannia East Grand Project states the permitted density and intensity of use of the property subject thereto. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Section 3 of the Agreement sets forth the documents which state the permitted density and intensity of use. F. The proposed Development Agreement, and exhibits attached thereto and incorporated therein, for the Britannia East Grand Project states the maximum permitted height and size of proposed buildings on the property subject thereto. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Section 3 of the Agreement sets forth the documents which state the maximum permitted height and size of buildings. G. The proposed Development Agreement for the Britannia East Grand Project describes the land, if any, which will be dedicated for public purposes from the property subject thereto. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Exhibit B to the Agreement, the Planned Unit Development Permit and Plan set(s) dated May 4, 2001, September 7, 2001 and October 5, 2001, describes the land which will be dedicated for public purposes. Section 2. The City Council of the City of South San Francisco hereby adopts this ordinance approving a Development Agreement between the City of South San Francisco and Slough SSF, LLC for the Britannia East Gra.nd Project. The approved Development Agreement is attached hereto as Exhibit A and incorporated herein by reference. Section 3. Severability. In the event any section or portion of this ordinance shall be determined invalid or unconstitutional, such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. Section 4. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the day of ,2002. Adopted as an Ordinance of the City of South Francisco at a regular meeting of the City Council held the ~ day of ,2002 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~ Of ,2002. J :\wpdWlnrsw\405\ 112\OrdinancesXDA-Britannia_Ord_April4_PC.doc Mayor uso DEVELOPMENT AGREEMENT BRITANNIA EAST GRAND PROJECT This DEVELOPMENT AGREEMENT FOR BRITANNIA EAST GRAND PROJECT ("PROJECT") is dated ,2002 ("Agreement"), between SLOUGH SSF, LLC, a Delaware limited liability company ("Owner"), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation organized and existing under the laws of the State of California ("City"). Owner and City are collectively referred to herein as "Parties." RECITALS A. WHIEREAS, California Government Code Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property or on behalf of those persons having same; and, B. WHEREAS, Slough SSF, LLC, the Owner, has a legal interest in the real property subject to this Agreement; and, C. WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code, establishing procedures and requirements for adoption and execution of development agreements; and, D. WHEREAS, this Agreement concerns property at the Eastern terminus of East Grand Avenue, formerly known as the Fuller O'Brien site, as shown and more particularly described in Exhibit A attached hereto and incorporated herein by reference ("Property"); and, E. WHEREAS, the Owner has submitted a development proposal to the City, commonly known as the Britannia East Grand Project, consisting of the phased development of nine office/Research and Development buildings with a resulting square footage of approximately 783,533 square feet, an approximately 8,000 square foot childcare facility, an approximately 5,000 square foot fitness center, approximately 8,000 square feet of restaurant/retail space and two (2) five-to-seven level parking structures as depicted on the Britannia East Grand Planned Unit Development Plan Set dated ,2001, prepared by , including the application for a General Plan Amendment and Use Permit, dated ,2001, attached hereto as Exhibit B and incorporated herein by reference (the "Plan Set"), to be located on the Property (the "Project"); and, F. WHEREAS, Owner has requested that the City enter into this Agreement to set forth the rights and obligations of the parties relating to the development of the Project; and, Page 1 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated April 2, 2002 C:kDocuments and Settings\skalkinkLocal Settings\Temporary Internet Files\OLK6kDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC G. WHEREAS, all proceedings necessary for the valid adoption and execution hereof have taken place in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act and with Chapter 19.60 of the South San Francisco Municipal Code; and, H. WHEREAS, the City Council and the Planning Commission have found that this Agreement is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on October 13, 1999 and as amended from time to time; and, I. WHEREAS, on ,2002, the City Council adopted Ordinance No. approving and adopting this Agreement and the Ordinance thereafter took effect on 2002. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: 1. Effective Date Pursuant to Chapter 19.060.140, notwithstanding the fact that the City Council adopts an ordinance approving this Agreement, the Agreement shall be effective and shall only create obligations for the Parties from and after the date that the ordinance approving this Agreement takes effect ("Effective Date"). 2. Duration This Agreement shall expire ten (10) years from the Effective Date of this Agreement, but in no event later than May 1, 2017. In the event that litigation to which the City is a party against the Owner or any of its officers, agents, employees, contractors, representatives or consultants should delay implementation or construction of the Project on the Property, the expiration date of this Agreement shall be extended for a period equal to the length of time from the time the summons and complaint is served on the defendant(s) until the judgment entered by the court is final and not subject to appeal; provided, however, that the total amount of time for which the expiration date shall be extended as a result of such litigation shall not exceed five (5) years. o Project Description; Development Standards For Project The Project shall consist of nine Office/Research and Development buildings totaling approximately 783,533 square feet, an approximately 8,000 square foot childcare facility, Page 2 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated April 2, 2002 C:XDocuments and Settings\skalkin~Local Settings~Temporary Internet Files\OLK6XDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC an approximately 5,000 square foot fitness center, approximately 8,000 square feet of retail/restaurant space, two five to seven level parking garages and other structures and improvements as provided in the Plan Set and as approved by the City Council. (a) The permitted uses, the density and intensity of uses, the maximum heights, locations and total area of the proposed buildings, the development schedule, the provisions for vehicular access and parking, any reservation or dedication of land, any public improvements, facilities and services, and all environmental impact mitigation measures imposed as approval conditions for the Project, shall be exclusively those provided in the Plan Set, Planned Unit Development permit, Development Plan, Environmental Impact Report and this Agreement as approved by the City Council and the applicable ordinances in effect as of the Effective Date, except as modified in this Agreement, and applicable provisions of the South San Francisco Municipal Code as in effect on the Effective Date. (b) Subject to Owner's fulfillment of its obligations under this Agreement, upon the Effective Date of this Agreement, the City hereby grants to Owner a vested right to develop and construct on the Property all the improvements for the Project authorized by, and in accordance with the terms of this Agreement, the Plan Set as approved by the City Council and the applicable ordinances in effect as of the Effective Date. (c) Upon such grant of right, no future amendments to the City General Plan, the City Zoning Code, the City Municipal Code, or other City ordinances, policies or regulations in effect as of the Effective Date shall apply to the Project, except such future modifications that are not in conflict with and do not prevent the development proposed in the Plan Set and as approved by the City Council; Pr0..vided, however, that nothing in this Agreement shall prevent or preclude the City from adopting any ]and use regulations or amendments expressly permitted herein or otherwise required by State or Federal Law. Obligations of City and Owner. (a) In consideration of the entitlements conferred upon Owner, Owner has agreed to implement the obligations of Owner set forth in Exhibit C attached hereto and incorporated herein, according to the terms and conditions set forth therein. (b) In consideration of the rights and benefits conferred upon the City and the public by the Owner pursuant to this Agreement, the City has agreed to implement the obligations of the City set forth in Exhibit C attached hereto and incorporated herein, according to the terms and conditions set forth therein. Permits For Project. Page 3 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:XDocuments and Settings\skalkin~Local Settings~Temporary Internet Files\OLK6XDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 Owner shall submit a Development Plan for development of the Project at the earlier of July 31, 2003, or within sixty (60) days of applying for a grading permit for the project (unless the City Engineer requires the Development Plan to be submitted with the grading permit application based on the scope of grading proposed in which case the Development Plan shall be submitted with the grading permit application). The Development Plan shall address, at a minimum, the landscaping and common improvements required for each phase of the Project. Said Development Plan shall include an Irrevocable Letter of Credit in the form attached as Exhibit D, approved by the City Attorney, in an amount equal to One Hundred and Twenty Five Percent (125%) of the estimated reasonable costs to construct the common improvements identified in the approved plan. Said Letter of Credit shall be submitted within 60 days of receiving a grading permit for any phase of the Project. The City may draw under the Letter of Credit as provided below to complete the landscaping and common improvements and to reimburse the City for costs related thereto. The Letter of Credit shall be reduced as the landscaping and common improvements are completed by Owner and accepted by City in an amount equal to the completed improvements and landscaping's proportionate share of the original 125% Letter of Credit. If Owner fails to complete the landscaping and common improvements in accordance with 5(e) below, City shall be entitled to withdraw funds from the Letter of Credit and complete said improvements. City shall also be entitled to draw funds under the Letter of Credit in the event Owner obtains a grading permit for any phase of the Project and 1) Owner fails to request a building permit or Certificate of Occupancy for any building within that phase by December 31,2011 or 2) Owner fails to complete the landscaping and common improvements by December 31,2011. For each phase, the City shall issue building permits and certificates of occupancy only after the City has reviewed and approved Owner's applications therefor. City staff review of applications for permits or other entitlements shall be limited to determining whether the following conditions are met: (a) The application is complete; and, (b) Owner has complied with the conditions of the City Council's approval of the Project, all applicable Uniform Codes, the South San Francisco Municipal Code, CEQA requirements, including any required mitigation measures, governing issuance of such permits or certificates and Federal and State Laws; and, (c) Owner has obtained Design Review approval for the Project, including required approval of Landscape and Common Improvements; and, (d) All applicable processing, administrative and legal fees have been paid subject to the provisions of this Agreement; and, Page 4 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~Documents and Settings\skalkinXLocal Settings\Temporary Internet Files\OLK6~Development_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 (e) For Certificates of Occupancy only, Owner has completed, and City has approved, the landscaping and other improvements for earlier phases of the Project. 6. Vesting of Approvals. Upon the City's approval of the Planned Unit Development Permit, General Plan Amendment and Use Permit, such approvals shall vest in Owner and its successors and assigns for the term of this Agreement provided that the successors and assigns comply with the terms and conditions of said permit, including, but not limited to, submission of insurance certificates and bonds for the grading of the Property and construction of improvements. 7. Cooperation Between Parties in Implementation of This Agreement. The Owner and City shall proceed in a reasonable and timely manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for implementation of this Agreement and development of the Property in accordance with the terms of this Agreement. The City shall proceed in an expeditious manner to complete all actions required for the development of the Project, including but not limited to the following: (a) Scheduling all required public hearings by the City Council and City Planning Commission; and (b) Processing and checking all maps, plans, permits, building plans and specifications and other plans relating to development of the Property filed by Owner or its nominee, successor or assign as necessary for development of the Property. (c) Owner, in a timely manner, shall provide City with all documents, applications, plans and other information necessary for the City to carry out its obligations hereunder and to cause its planners, engineers and all other consultants to submit in a timely manner all necessary materials and documents. It is the Parties' express intent to cooperate with one another and diligently work to implement all land use and building approvals for development of the Property in accordance with the terms of this Agreement. 8. Acquisition of Other Property; Eminent Domain In order to facilitate and insure development of the Project in accordance with the Plan Set and the City Council's approval, the City may assist Owner, at Owner's request and at Owner's sole cost and expense, in acquiring any easements or properties necessary for the satisfaction and completion of any off-site components of the Project required by the Page 5 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:XDocuments and Settings\skalkinXLocal Settings\Temporary Internet Files\OLK6XDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 City Council to be constructed or obtained by Owner in the Council's approval of the Project and the Plan Set, in the event Owner is unable to acquire such easements or properties or is unable to secure the necessary agreements with the applicable property owners for such easements or properties. Owner expressly acknowledges that the City is under no obligation to use its power of Eminent Domain. 9. Maintenance Obligations on Property All of the Property subject to this Agreement shall be maintained by Owner or its successors in perpetuity. The Property shall be maintained in accordance with City requirements to prevent accumulation of litter and trash, to keep weeds abated, and to provide erosion control, and other requirements set forth in the South San Francisco Municipal Code, subject to City approval. (a) If Owner subdivides the property or otherwise transfers ownership of a parcel or building in the Project to any person or entity such that the Property is no longer under single ownership, Owner shall first establish an Owner's Association and submit Conditions, Covenants and Restrictions to the City for review and approval by the City Attorney. Said CC&Rs shall satisfy the requirements of Municipal Code section 19.36.040. (b) Any provisions of the conditions, covenants, and restrictions governing the Project relating to the maintenance obligations under this section shall be enforceable by the City. 10. Fees. No future fee requirements, other than those identified herein, imposed by the City or changes to existing fee requirements (other than those currently subject to annual increases as specified in the adopting or implementing Resolutions and Ordinances) that occur on or after the Effective Date of this Agreement, shall apply to the Project. Owner shall not be responsible for any fees imposed by the City in connection with the development and construction of the Project, except as otherwise set forth in this Agreement and/or the Planned Unit Development permit and those in existence as of the Effective Date of this Agreement. (a) Revised Application Fees. Any existing application, processing, administrative, legal and inspection fees that are revised during the term of this Agreement shall apply to the Project provided that (1) such fees have general applicability; (2) the application of such fees to the Property is prospective; and (3) the application of such fees would not prevent development in accordance with this Agreement. (b) Sewer Facilities Fee. The City is currently studying, pursuant to Government Code section 66000, the "Mitigation Fee Act," adoption of a Sewer Facility Impact Fee. Until such fee is adopted, Owner shall pay a fee in the amount of one dollar and twenty three cents ($1.23) per gross square foot within the Project, Page 6 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~)ocuments and Settings\skalkin~Local Settings\Temporary Internet Files\OLK6XDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 (304 including the Child Care Facility, Recreation Facility and restaurant and retail uses, excluding the parking structures. Said fee shall be paid with respect to each applicable building within the Project upon issuance of a building permit for such building in accordance with the following: (1) If the City adopts a Sewer Facility Impact Fee (Adopted Fee) that is less than the amount stated above, then Owner shall be entitled to a credit in the amount of the difference between the sewer facility fee paid for the buildings as to which a fee has already been paid and the amount that would have been paid for such buildings under the Adopted Fee if it had been in effect at the time the applicable building permits were issued. The credit shall be applied to the amount of the sewer facility fees due upon the next building permit(s) issued for the Project; provided, however, that if such a credit arises after all building permits for the Project have been issued or if there is a remaining credit balance after all building permits for the Project have been issued, then City shall pay the remaining credit balance when Owner receives a Certificate of Occupancy for the last building in the Project. (2) Following adoption of the Adopted Fee, Owner shall thereafter pay, upon issuance of a building permit for each building in the Project (excluding parking structures), the amount of the Adopted Fee due for such building pursuant to the terms of the Adopted Fee as in effect at the date the applicable building permit is issued (including any increases specified in the Resolution or Ordinance establishing the Adopted Fee), provided that in no event shall the rate Owner is required to pay exceed One Dollar and Forty Cents ($1.40) per gross square foot. (3) The Sewer Facility Fee paid shall be in addition to Owner's obligation to construct, at its sole cost and expense, a new Swift Sewer Main between the boufidary of the Project site and the City's pump station at the intersection of Swift Avenue and Kimball Way as required in the Final Environmental Impact Report and the necessary improvements to Station No. 3. The new Swift Sewer Main and all other works of public improvements and/or utilities shall be completed in accordance with plans designed to City standards and approved by the City Engineer prior to construction. (4) Owner shall submit plans for the construction of the new Swift Sewer Main and the Station No. 3 upgrades on or before July 1, 2002. City shall endeavor to review and provide its determination on said plans on or before September 1, 2002 or within ninety days from the time the complete plans are submitted, whichever is earlier. Owner shall submit a Letter of Credit in the amount of 125% of the estimated reasonable costs, as determined by the City Engineer in accordance with City standards at the time said plans are approved. The Letter of Credit shall be in a form approved by the City Attorney. and contain Page 7 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~Documents and Settings\skalkin~Local Settings\Temporary Internet Files\OLK6XDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 no limitations on the City's ability to withdraw funds for the purposes of constructing the Swift Sewer Main and constructing the improvements required for Station No. 3, including all costs related thereto. If Owner fails to submit plans for the new Swift Sewer Main and Station No. 3 upgrades on or before December 31, 2002, Owner shall submit the above Letter of Credit based on the City's estimated reasonable costs to construct the improvements, presently estimated at Two Million Eight Hundred Thousand Dollars. (5) Owner shall have completed construction, and received final acceptance by the City, of the new Swift Sewer Main and Station No. 3 upgrades at the earlier of October 31, 2003, or prior to receiving a Certificate of Occupancy for the fourth building in the Project due to the fact the existing sewer infrastructure cannot accommodate Project build-out beyond the third occupied building. If Owner fails to construct, or receive acceptance of, the new Swift Sewer Main and Station No. 3 upgrades prior to requesting the fourth Certificate of Occupancy for the Project or by October 31,2003, City shall be entitled to complete the improvements using the funds secured by the Letter of Credit based on the approved plans or if Owner has not submitted plans, the plans prepared by the City for the completion of the new Swift Sewer Main and Station No.3 upgrades. (6) If projects are developed in the East of 101 area that will receive a benefit from Owner's construction of the new Swift Sewer Main and the improved Station No. 3, Owner shall be entitled to reimbursement from said project owners based on the benefits received by the new project, as calculated and determined by the City Engineer based on actual and/or estimated sewer flows within the main and from the Owner's documented costs to design, construction and obtain permits for the new Swift sewer main and Station No. 3 upgrades. The terms of reimbursement shall be set forth in an agreement between the project owners and Owner ("Reimbursement Agreement") in a form approved by the City Engineer. City shall ensure that any future projects that benefit from the new Swift Sewer Main and/or the Station No. 3 upgrades contain a Condition of Approval that requires the applicant to enter into said Reimbursement Agreement with Owner. (c) Child Care. As part of the Project, Owner proposes to construct a childcare facility of approximately 8,000 square feet. If Owner fails to construct the childcare facility according to the terms set forth in Exhibit C to this Agreement, Owner shall be liable for payment of a fee in the amount of the City's cost to construct a like facility in accordance with Exhibit C. (d) Northbound On-Ramp Mitigation Fee: The Environmental Impact Report for the Project identified a significant impact relating to the northbound on-ramps to U.S. 101 at South Airport Boulevard. To mitigate this impact to a level of less than significant, Owner shall pay a fee to mitigate the impacts to the northbound on- Page 8 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:kDocuments and Settings\skalkin~I.,ocal Settings\Temporary Internet Files\OLK6kDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 ramps to U.S. 101 at South Airport Boulevard in accordance with the applicable provisions of Exhibit C. 11. New Taxes. Any subsequently enacted city-wide taxes shall apply to the Property provided that: (1) the application of such taxes to the Property is prospective; and (2) the application of such taxes would not prevent development in accordance with this Agreement. 12. Assessments Nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City pursuant to and in accordance with any statutory procedure for the assessment of property to pay for infrastructure and/or services which benefit the Property. 13. Indemnity. Owner agrees to indemnify, defend (with counsel approved by City which approval shall not be unreasonably withheld but in no event shall this section require the City to waive its fight to assert a conflict in said representation) and hold harmless City, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by the Owner, or any actions or inactions of Owner's contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that Owner shall have no indemnification obligation with respect to gross negligence or willful misconduct of City, its contractors, subcontractors, agents or employees or with respect to the maintenance, use or condition of any improvement after the time it has been dedicated to and accepted by the City or another public entity (except as provided in an improvement agreement or maintenance bond). 14. Interests of Other Owners Owner has no knowledge of any reason why Owner, and any other persons holding legal or equitable interests in the Property as of the date on which title to the Property vests of record in Owner, will not be bound by this Agreement. 15. Assignment (a) Right to Assign. Owner may at any time or from time to time transfer its fight, title or interest in or to all or any portion of the Property. In accordance with Government Code Section 65868.5, the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in Page 9 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:kDocuments and Settings\skalkin~Local Settings\Temporary Internet Files\OLK6~Development_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 09' ' im. erest to Owner. As a condition precedent to any such transfer, Owner shall require the transferee to acknowledge in writing that transferee has been informed, understands and agrees that the burdens and benefits under this Agreement relating to such transferred property shall be binding upon and inure to the benefit of the transferee. (b) Notice of Assignment or Transfer. No transfer, sale or assignment of Owner's rights, interests and obligations hereunder shall occur without the prior written notice to City and approval by the City Manager, which approval shall not be unreasonably withheld or delayed. The City Manager shall consider and decide the matter within 10 days after Owner's notice, provided all necessary documents, certifications and other information are provided to the City Manager. (c) Exception for Notice. Notwithstanding Section 15(b), Owner may at any time, upon notice to City but without the necessity of any approval by the City, transfer the Property or any part thereof and all or any part of Owner's rights, interests and obligations hereunder to: (i) any subsidiary, affiliate, parent or other entity which controls, is controlled by or is under common control with Owner or Slough Estates USA Inc., (ii) any member or partner of Owner or any subsidiary, parent or affiliate of any such member or partner, or (iii) any successor or successors to Owner by merger, consolidation, non-bankruptcy reorganization or government action. As used in this paragraph, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through the ownership of voting securities, partnership interest, contracts (other than those that transfer Owner's interest in the property to a third party not specifically identified in this subsection (c)) or otherwise. (d) Release Upon Transfer. Upon the transfer, sale, or assignment of all of Owner's rights, interests and obligations hereunder pursuant to Section 15 (a), Section 15(b) and Section 15(c) of this Agreement, Owner shall be released from the obligations under this Agreement, with respect to the Property transferred, sold, or assigned, arising subsequent to the date of City Manager approval of such transfer, sale, or assignment or the effective date of such transfer, sale or assignment, whichever occurs later; provided, however, that if any transferee, purchaser or assignee approved by the City Manager expressly assumes any right, interest or obligation of Owner under this Agreement, Owner shall be released with respect to such rights, interests and assumed obligations. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval. (e) Owner's Right to Retain Specified Rights or Obligations. Notwithstanding subparagraphs 15 (a) and (c), Owner may withhold from a sale, transfer or Page 10 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~Documents and Settings\skalkinkLocal Settings\Temporary Internet Files\OLK6~2)evelopment_Agreement_Britannia_April2_FinalDraft 1.DOC April 2, 2002 16. assignment of this Agreement certain rights, interests and/or obligations which Owner shall retain, provided that Owner specifies such rights, interests and/or obligations in a written document to be appended to or maintained with this Agreement and recorded with the San Mateo County Recorder prior to or concurrently with the sale, transfer or assignment of the Property. Owner's purchaser, transferee or assignee shall then have no interest or obligations for such retained rights, interests and obligations and this Agreement shall remain applicable to Owner with respect to such retained rights, interests and/or obligations. (f) Time for Notice. Within 10 days of the date escrow closes on any such transfer, Owner shall notify the City in writing of the name and address of the transferee. Said notice shall include a statement as to the obligations, including any mitigation measures, fees, improvements or other conditions of approval, assumed by the transferee. Any transfer which does not comply with the notice requirements of this section and Section 15 (b) shall not release the Owner from its obligations to the City under this Agreement until such time as the City is provided notice in accordance with Section 15 (b). Insurance. (a) Public Liability and Property Damage Insurance. During the term of this Agreement, Owner shall maintain in effect a policy of comprehensive general liability insurance with a per-occurrence combined single limit of not less than ten million dollars ($10,000,000.00) and a deductible of not more than ten thousand dollars ($10,000.00) per claim. The policy so maintained by Owner shall name the City as an additional insured and shall include either a severability of interest cla.u.s.e or cross-liability endorsement. (b) Workers Compensation Insurance. During the term of this Agreement Owner shall maintain Worker's Compensation insurance for all persons employed by Owner for work at the Project site. Owner shall require each contractor and subcontractor similarly to provide Worker's Compensation insurance for its respective employees. Owner agrees to indemnify the City for any damage resulting from Owner's failure to maintain any such required insurance. (c) Evidence of Insurance. Prior to City Council approval of this Agreement, Owner shall furnish City satisfactory evidence of the insurance required in Sections (a) and (b) and evidence that the cartier will endeavor to give the City at least ten days prior written notice of any cancellation or reduction in coverage of a policy if the reduction results in coverage less than that required by this Agreement. Page 11 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~Documents and Settings\skalkin~Local Settings\Temporary Internet Files\OLK6kDevelopment_Agreement_B ritannia_April2_FinalDraft 1 .DOC April 2, 2002 In the event of a reduction (below the limits required in this Agreement) or cancellation in coverage, or change in insurance carriers or policies, Owner shall, prior to such reduction, cancellation or change, provide at least ten (10) days prior written notice to City, regardless of any notification by the applicable insurer. If the City discovers that the policies have been cancelled or reduced below the limits required in this Agreement and no notice has been provided by either insurer or Owner, said failure shall constitute a material breach of this Agreement. In the event of a reduction (below the limits required by this Agreement) or cancellation in coverage, Owner shall have five (5) days in which to provide evidence of the required coverage during which time no persons shall enter the Property to construct improvements thereon, including construction activities related to the landscaping and common improvements. Additionally, no persons not employed by existing tenants shall enter the Property to perform such works until such time as the City receives evidence of substitute coverage. If Owner fails to obtain substitute coverage within five (5) days, City may obtain, but is not required to obtain, substitute coverage and charge Owner the cost of such coverage plus an administrative fee equal to ten percent of the premium for said coverage. (d) The insurance shall include the City, its elective and appointive boards, commissions, officers, agents, employees and representatives as additional insureds on the policy. 17. Covenants Run With The Land The terms of this Agreement are legislative in nature, and apply to the Property as regulatory ordinances. During the term of this Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion thereof, and any interest therein, whether by sale, operation of law or other manner, and they shall inure to the benefit of the Parties and their respective successors. 18. Conflict with State or Federal Law In the event that State or Federal laws or regulations, enacted after the Effective Date, prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be modified (in accordance with Section 19 set forth Page 12 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~)ocuments and SettingsXskalkin~Local Settings\Temporary lnternet Files\OLK6XDevelopment_Agreement_Britannia_April2_FinalDraft 1.DOC April 2, 2002 19. 20. 21. 22. below) or suspended as may be necessary to comply with such State or Federal laws or regulations. Notwithstanding the foregoing, Owner shall have the right to challenge, at its sole cost, in a court of competent jurisdiction, the law or regulation preventing compliance with the terms of this Agreement and, if the challenge in a court of competent jurisdiction is successful, this Agreement shall remain unmodified and in full force and effect. Procedure for Modification Because of Conflict with State or Federal Laws. In the event that state or federal laws or regulations enacted after the effective date of this Agreement prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, the parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Any such amendment or suspension of the Agreement shall be approved by the City Council in accordance with Chapter 19.60. Periodic Review During the term of this Agreement, the City shall conduct "annual" and/or "special" reviews of Owner's good faith compliance with the terms and conditions of this Agreement in accordance with the procedures set forth in Chapter 19.60 of the South San Francisco Municipal Code. City may recover reasonable costs incurred in conducting said review, including staff time expended and attorney's fees. Amendment or Cancellation of A~reement This Agreement may be further amended or terminated only in writing and in the manner set forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter 19.60 of the South San Francisco Municipal Code. Agreement is Entire Agreement. This Agreement and all exhibits attached hereto or incorporated herein contain the sole and entire Agreement between the parties concerning the Property. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each party acknowledges that it has relied on its own judgment in entering this Agreement. The parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. 23. Events of Default Page 13 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~Documents and Settings\skalkinXLocal Settings\Temporary Internet Files\OLK6~Development_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 24. 25. Owner shall be in default under this Agreement upon the happening of one or more of the following events: (a) If a warranty, representation or statement made or furnished by Owner to the City is false or proves to have been false in any material respect when it was made; or (b) A finding and determination by the City made following an annual or special review under the procedure provided for in Government Code Section 65865.1 and Chapter 19.60 of the South San Francisco Municipal Code that, upon the basis of substantial evidence, Owner has not complied in good faith with the terms and conditions of this Agreement; or, (c) Owner fails to fulfill any of its obligations set forth in this Agreement and such failure continues beyond any applicable cure period provided in this Agreement. This provision shall not be interpreted to create a cure period for any event of default where such cure period is not specifically provided for in this Agreement. Procedure upon Default (a) Upon the occurrence of an event of default, City may terminate or modify this Agreement in accordance with the provisions of Government Code Section 65865.1 and of Chapter 19.60 of the South San Francisco Municipal Code. (b) The City shall not be deemed to have waived any claim of defect in Owner's performance if, on annual or special review, the City does not propose to terminate this Agreement. (c) No waiver or failure by the City or Owner to enforce any provision of this Agreement shall be deemed to be a waiver of any provision of this Agreement or of any subsequent breach of the same or any other provision. (d) Any actions for breach of this Agreement shall be decided in a court of competent jurisdiction located in San Mateo County, California. The remedy for breach of this Agreement shall be limited to specific performance. By entering into this Agreement, Owner hereby waives any right to a jury trial for breach of this Agreement. (e) The City shall give Owner written notice of any default under this Agreement, and Owner shall have thirty (30) days after the date of the notice to cure the default or to reasonably commence the procedures or actions needed to cure the default. Attorneys fees and costs Page 14 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated CADocuments and Settings\skalkinXLocal Settings\Temporary Internet Files\OLK6XDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 If legal action by either Party is brought because of breach of this Agreement or to enforce a provision of this Agreement, the prevailing Party is entitled to reasonable attorney's fees and court costs. (a) Action by Third Party. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project Approvals, the parties shall cooperate in defending such action. Owner shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse City for all reasonable court costs and attorneys' fees expended by City in defense of any such action or other proceeding. 26. 27. 28. 29. Severability If any term or condition of this Agreement is for any reason held by a final judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a material change in the consideration for this Agreement, then this entire Agreement shall likewise be invalid, and shall be deemed null and void and of no further force or effect following such judicial determination. No Third Parties Benefited No person other than the City, Owner, or their respective successors is intended to or shall have any right or claim under this Agreement, this Agreement being for the sole benefit and protection of the parties hereto and their respective successors. Similarly, no amendment or waiver of any provision of this Agreement shall require the consent or acknowledgment of any person not a Party or successor to this Agreement. Binding Effect of Agreement The provisions of this Agreement shall bind and inure to the benefit of the Parties originally named herein and their respective successors and assigns. Relationship of Parties It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by City and Owner and that the Owner is not an agent of City. The parties do not intend to create a partnership, joint venture or any other joint business relationship by this Agreement. The City and Owner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Owner joint venturers or partners. Neither Owner nor any of Owner's agents or Page 15 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~Documents and Settings\skalkin~Local Settings\Temporary Internet Files\OLK6~Development_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 30. 31. contractors are or shall be considered to be agents of City in connection with the performance of Owner's obligations under this Agreement. Bankruptcy The obligations of this Agreement shall not be dischargeable in bankruptcy. Mortgagee Protection: Certain Rights of Cure (a) Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum of this Agreement is recorded, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees ("Mortgagees") who acquire title to the Property or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. (b) Mortgagee Not Obligated. No foreclosing Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of any improvements required by this Agreement, or to pay for or guarantee construction or completion thereof. City, upon receipt of a written request therefor from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Owner under this Agreement, provided that all defaults by Owner hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply with all of the provisions of this Agreement. (c) Notice of Default to Mortgagee. If City receives notice from a Mortgagee requesting a copy of any notice of default given to Owner hereunder and specifying the address for service thereof, City shall deliver to the Mortgagee concurrently with service thereof to Owner, all notices given to Owner describing all claims by the City that Owner has defaulted hereunder. If City determines that Owner is in noncompliance with this Agreement, City also shall serve notice of noncompliance on the Mortgagee, concurrently with service thereof on Owner. Each Mortgagee shall have the right during the same period available to Owner to cure or remedy, or to commence to cure or remedy, the condition of default claimed or the areas of noncompliance set forth in City's notice. 32. Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated Estoppel Certificate. Either party from time to time may deliver written notice to the other party requesting written certification that, to the knowledge of the certifying party (i) this Agreement is in full force and effect and constitutes a binding obligation of the Page 16 of 21 April 2, 2002 104 C:~Documents and Settings\skalkinXLocal Settings\Temporary Internet Files\OLK6XDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC 33. 34. parties; (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications; and (iii) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, describing therein the nature and monetary amount, if any, of the default. A party receiving a request hereunder shall endeavor to execute and return the certificate within ten (10) days after receipt thereof, and shall in all events execute and return the certificate within thirty (30) days after receipt thereof. However, a failure to return a certificate within 10 days shall not be deemed a default of the party's obligations under this Agreement and no cause of action shall arise based on the failure of a party to execute such certificate within 10 days. The City Manager shall have the right to execute the certificates requested by Owner hereunder. City acknowledges that a certificate hereunder may be relied upon by permitted transferees and Mortgagees. At the request of Owner, the certificates provided by City establishing the status of this Agreement with respect to any lot or parcel shall be in recordable form, and Owner shall have the right to record the certificate for the affected portion of the Property at its cost. Force Majeure. Notwithstanding anything to the contrary contained herein, either Party shall be excused for the period of any delay in the performance of any of its obligations hereunder, except the payment of money, when prevented or delayed from so doing by certain causes beyond its control, including, and limited to, major weather differences from the normal weather conditions for the South San Francisco area, war, acts of God or of the public enemy, fires, explosions, floods, earthquakes, invasions by non-United States armed forces, failure of transportation due to no fault of the Parties, unavailability of equipment, supplies, materials or labor when such unavailability occurs despite the applicable Party's good faith efforts to obtain same (good faith includes the present and actual ability to pay market rates for said equipment, materials, supplies and labor), strikes .of employees other than Owner's, freight embargoes, sabotage, riots, acts of terrorism and acts of the government (other than the City). The Party claiming such extension of time to perform shall send written notice of the claimed extension to the other Party within thirty (30) days from the commencement of the cause entitling the Party to the extension. Rules of Construction and Miscellaneous Terms (a) The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory, "may" is permissive. (b) Time is and shall be of the essence in this Agreement. (c) Where a Party consists of more than one person, each such person shall be jointly and severally liable for the performance of such Party's obligation hereunder. Page 17 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:kDocuments and Settings\skalkinkLocal Settings\Temporary Internet Files\OLK6kDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 35. 36. (d) The captions in this Agreement are for convenience only, are not a part of this Agreement and do not in any way limit or amplify the provisions thereof. (e) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date thereof. Exhibits Exhibit A - Map and Legal Description of Property Exhibit B - Planned Unit Development Permit, including Plan Set and Conditions of Project Approval Exhibit C - Obligations of Owner and City Exhibit D - Form Irrevocable Letter of Credit Notices All notices required or provided for under this Agreement shall be in writing and delivered in person (to include delivery by courier) or sent by certified mail, postage prepaid, return receipt requested or by overnight delivery service. Notices to the City shall be addressed as follow: City Clerk P.O. Box 711,400 Grand Avenue South San Francisco, CA 94083 Notices to .Owner shall be addressed as follows: Slough SSF, LLC c/o Slough Estates USA Inc. 33 West Monroe Street, Suite 2000 Chicago, IL 60603 Attention: William Rogalla A party may change its address for notice by giving notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. ************************************************ Page 18 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~Documents and Settings\skalkinXLocal Settings\Temporary Internet Files\OLK6~Developrnent_Agreement_Britannia_April2_FinalDraft I .DOC April 2, 2002 IN WITNESS WHEREOF this Agreement has been executed by the parties on the day and year first above written. CITY OF SOUTH SAN FRANCISCO ATTEST: By: Michael A. Wilson, City Manager City Clerk APPROVED AS TO FORM Steven T. Mattas, City Attorney OWNER Slough SSF, LLC, a Delaware limited liability company By: Slough Estates USA Inc., a Delaware corporation, Its Manager By: Name: Title: APPROVED AS TO FORM: Donald E. Kelley, Jr. Folger Levin & Kahn LLP Counsel for Owner Page 19 of 21 Britannia East Grand Development Agreement Draft Version J.5 Response to Comments incorporated CSDocuments and Settings\skalkinXLocal Settings\Temporary Internet Files\OLK6kDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 1 u7 EXHIBIT A PROPERTY DESCR]I:'TION All that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: PARCEL I: A portion of the lands of W.P. Fuller and Company shown on the Record of Survey located in Volume 6 of L.L.S. Maps at page 117 in the Records of said County, described as follows: Beginning at the Southwesterly comer of the 18.5695 acre parcel shown on said Map; thence through the following numbered courses: North 00° 14' 37" West along the Westerly line of said Parcel 408.03 feet to the Southerly line of the Southern Pacific Company Right-of-Way shown as East Grand Avenue (60 feet wide) on said Map and a point on a non-tangent curve to the left from which the radius point lies North 39° 14' 21" West 413.10 feet. Easterly along said curve through a central angle of 01° 38' 21" an arc distance of 11.82 feet. 3. North 49° 07' 18" East tangent to said curve 140.89 feet. 4. South 86° 44' 41" East 672.34 feet. 5. South 03° 10' 20" West 515.30 feet to the Southerly line of said 18.5695 acre parcel. 6. North 86° 44' 37" West along said Southerly line 551.30 feet. 7. North 86° 14' 41" West along said Southerly line 206.61 feet to the point of beginning. Said lands are described as Parcel "A" in that certain Lot Line Adjustment recorded March 25, 1996 as Document No. 96035012. APN: 015-102-270. PARCEL II: A portion of the lands of W.P. Fuller and Company shown on the Record of Survey recorded in Volume 6 of L.L.S. Maps at Page 117 in the records of said county, described as follows: Page 20 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:kDocuments and Settings\skalkinkLocal Settings\Temporary Intemet Files\OLK6kDevelopment_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 108 BEGINNING at the intersection of the Westerly line of the 18.5695 acre parcel shown on said map with the Southerly line of the Southern Pacific Co. Right-of-Way shown as East Grand Avenue (60 feet wide) on said map and a point on a non-tangent curve to the left from which the radius point lies North 39° 14' 21" West 413.10 feet; thence through the following numbered courses: Easterly along said curve through a central angle of 01° 38' 21" an arc distance of 11.82 feet. 2. North 49° 07' 18" East tangent to said curve 140.89 feet. 3. South 86° 44' 41" East 672.34 feet. 4. South 03° 10' 20" West 515.30 feet to the Southerly line of said 18.5695 acre parcel. o South 86° 44' 37" East along said Southerly line 435.13 feet to the Easterly line of the lands shown on said map. 6. North 03° 15' 23" East along said Easterly line 865.45 feet. North 03° 28' 53" East along said Easterly line 100.00 feet to the Northerly line of the lands shown on said map. North 86° 44' 37" West along said Northerly line 1252.36 feet to the Westerly line of the 6.6796 acre parcel shown on said map. South 00° 14' 37" East along said Westerly line and its Southerly extension 557.42 feet to the point of' beginning. EXCEPTING THEREFROM the portions deeded to the City of South San Francisco and accepted by the Resolution recorded in Reel 7756 at Image 418 in the Official Records of said County. Said lands being described as Parcel "B" in that certain Lot Line Adjustment recorded March 25, 1996, as Document No. 96035012. APN: 015-101-090 and 015-102-280. Page 21 of 21 Britannia East Grand Development Agreement Draft Version 1.5 Response to Comments incorporated C:~2)ocuments and Settings~skalkin~Local Settings\Temporary Internet Files\OLK6~Development_Agreement_Britannia_April2_FinalDraft 1 .DOC April 2, 2002 o 7-. Exhibit C Britannia East Grand Development Agreement Owner Obligations Child Care Center. As part of the Project, Owner has agreed to construct an approximately eight thousand (8,000) square foot child care center ("Center"). The Center is intended to be on-site and to serve the tenants of the Project. However, due to various environmental issues affecting the site, Owner may not receive environmental clearance for an on-site center from the California Department of Toxic Substances Control ("DTSC") and/or from other governmental authorities having jurisdiction over environmental conditions at the site. Therefore, the Parties have agreed to the following terms in order to ensure the child care needs of the City are met. mo Owner shall diligently pursue, to the extent necessary to permit construction of the Center on-site, the removal of the current deed restriction as imposed by DTSC, the removal of any other restrictions imposed by any other governmental authorities having jurisdiction over environmental conditions at the site, and the receipt of any other necessary waivers, approvals, consents and permits from DTSC and any governmental authorities having jurisdiction over environmental conditions at the site (collectively, "Environmental Clearances"). Bo By December 31, 2003, Owner shall notify the City in writing, with .appropriate supporting documentation, either (i) that the Environmental Clearances necessary to permit construction of the Center on-site have been obtained or, in the alternative, that the applicable governmental authorities have agreed in writing to issue the Environmental Clearances, or (ii) that Owner has been unable to obtain issuance of or commitments to issue all such necessary Environmental Clearances. (1) On-Site Location: If Owner receives the necessary Environmental Clearances to construct the Center on-site, Owner shall obtain all required permits, including building permits and commence construction of the facility no later than December 31, 2005, and Owner shall complete construction and receive a Certificate of Occupancy for the facility no later than December 31, 2007. (2) Off-Site Location: If Owner is unable to obtain issuance of or commitments to issue all necessary Environmental Clearances by December 31, 2003, or obtains such clearance but fails to submit an application for a building permit for the Center on or before December 31, 2005, Owner shall instead: Exhibit C - Britannia Development Agreement April 2,2002 Page 1 of 5 Ao Complete construction of an approximately 8,000 square foot childcare facility at an off-site location approved by the City, which approval shall not be unreasonably withheld or delayed, by no later than December 31, 2007. Owner shall have acquired a site for the construction of said facility by June 30, 2006. In the event Owner must build the facility off-site, potentially acceptable off-site locations include: (1) the East of 101 Plan Area, as defined in the General Plan, adopted October 1999; or (2) in a Regional Transit Facility located in the City of South San Francisco. Owner shall pay all costs associated with the acquisition of a site suitable for the Center, environmental review, permitting and all other costs and fees, including attorney's fees, incurred as a result of acquiring the property, if necessary, through the City's power of eminent domain and all costs of constructing the facility and required improvements, if any. If Owner is unable to acquire a site that is acceptable to the City as set forth above by June 30, 2006, that is of reasonably sufficient size to construct the off-site facility, Owner shall instead pay a fee equal to the City's estimated reasonable costs to construct an equivalent facility, including all costs associated with the acquisition of a site suitable for the Center, environmental review, permitting and all other costs and fees, including attorney's fees, incurred as a result of acquiring the property, if necessary, through the City's power of eminent domain and building the Center. Widening Northbound Off-ramp and On-Ramp Approach at South Airport Mitigation Measure: In addition to the East of 101 Traffic Impact Mitigation Fee applicable to the Project under the existing provisions governing the fee (currently $1.51 per gross square foot), Owner shall pay its fair share contribution to the widening of South Airport Boulevard/U.S. 101 Northbound ramps as required in the Britannia East Grand Final Environmental Impact Report. The total cost of said improvement is estimated to be One Million Three Hundred Sixty Four Thousand Dollars, including all costs of construction, including but not limited to design costs, consultant fees, bid preparation and administrative costs. Owner's contribution shall be paid at the rate of forty cents ($.40) per gross square foot upon issuance of each building permit for any structure in the Project, excluding the parking structures. Thus, Owner shall pay One Dollar and Ninety-One Cents Exhibit C - Britannia Development Agreement Page 2 of 5 l{pt 2,2002 ($1.91) per gross square foot upon issuance of a building permit for any structure in the Project, excluding the parking structures. A. Payment of East of 101 Traffic Mitigation Fee: Owner acknowledges that the City is presently considering an amendment to the East of 101 Traffic Impact Mitigation Fee to address the Grand Avenue/U.S. 101 northbound ramp and the South Airport Boulevard/U.S. 101 ramp system which were not identified as required improvements in the original Fee Study adopted by the South San Francisco City Council on September 26, 2001 (Resolution No. 99- 2001). (1) If the South Airport Mitigation Measure is included as a Project in the East of 101 Fee, and the resultant fee ("Amended Fee") is less than $1.91 per gross square foot, Owner shall be reimbursed based on each building permit obtained prior to adoption of the Amended fee in an amount equal to the difference between the fee paid and the fee that would have been paid under the Amended Fee. Any such overpayment within sixty days (60) of receiving a building permit based on the Amended Fee. (2) Owner shall thereafter pay the East of 101 Traffic Mitigation Fee as specified in existing and subsequent Resolutions of the City Council but in no event shall such fee exceed $1.91 per gross square foot. (3) If City has not adopted an Amended Fee by the expiration date of this Agreement, Owner shall not be liable for an Amended Fee that exceeds $1.91 per gross square foot for any building permits obtained during the term of this Agreement. Likewise, if an Amended Fee is adopted after the termination date. of this Agreement and said fee is less than $1.91 per gross square foot, Owner shall not be entitled to reimbursement for any overpayment of fee paid during the term of this Agreement. o Public Art Contribution: Owner shall install and provide artwork for public display in the Project. Said art project shall cost no less than three hundred thousand dollars ($300,000), which shall be installed on the Project site as follows: 1) artwork in the amount of at least One Hundred Fifty Thousand Dollars ($150,000) shall be installed within three years of the Effective Date of this Agreement; and 2) if less than $300,000 of artwork has been installed within three years of the Effective Date, the remaining amount shall be installed within five years of the Effective Date. The artwork to be installed by the Owner shall be subject to the reasonable approval of the City of South San Francisco prior to installation. Artworks installed pursuant to this section shall be maintained by Owner or, in the event Owner's interest in the property is conveyed or subdivided, by Owner's successors, or, if applicable, by the Owner's Association for the Project. If an association of owners is created, said maintenance obligations and a budget related thereto shall be included in the Covenants, Conditions and Restrictions for the Project. Exhibit C - Britannia Development Agreement Page 3 of 5 April 2,2002 Transportation Demand Management: Owner shall prepare an annual Transportation Demand Management (TDM) report, and submit same to City, to document the effectiveness of the TDM plan in achieving the goal of 30% alternative mode usage by employees within the Project. The TDM report will be prepared by an independent consultant, retained by City with the approval of Owner (which approval shall not be unreasonably withheld or delayed) and paid for by Owner, which consultant will work in concert with Owner's TDM coordinator. The TDM report will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. All non- responses to the employee commute survey will be counted as a drive alone trip. Ao TDM Repons: The initial TDM report for each building on the Property will be submitted two (2) years after the granting of a certificate of occupancy with respect to the building, and this requirement will apply to all buildings on the Property except the parking facilities. The second and all later repons with respect to each building shall be included in an annual comprehensive TDM report submitted to City covering all of the buildings on the Property which are submitting their second or later TDM reports. Bo Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.120 of the South San Francisco Municipal Code. The initial TDM report shall either: (1) state that the applicable property has achieved 30% alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (2) state that the applicable property has not achieved the 30% alternative mode usage, providing an explanation of how and why the goal has not been reached, and a description of additional measures that will be adopted in the coming year to attain the TDM goal of 30% alternative mode usage. Co Penalty for Non-Compliance: If after the initial TDM report, subsequent annual reports indicate that, in spite of the changes in the TDM plan, the 30% alternative mode usage is still not being achieved, or if Owner fails to submit such a TDM report at the times described above, City may assess Owner a penalty in the amount of Fifteen Thousand Dollars ($15,000.00) per year for each percentage point below the minimum 30% alternative mode usage goal. (1) In determining whether a financial penalty is appropriate, City may consider whether Owner has made a good faith effort to meet the TDM goals. Exhibit C - Britannia Development Agreement Page 4 of 5 April 2,2002 (2) If City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three (3) years of the TDM plan (commencing with the first year in which a penalty could be imposed), such penalty sums, in the City's sole discretion, may be used by Owner toward the implementation of the TDM plan instead of being paid to City. If the penalty is used to implement the TDM Plan, an Implementation Plan shall be reviewed and approved by the City prior to expending any penalty funds. (3) Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail and Research and Development use permitted to be constructed on the Property. For example, if there is 200,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the penalty would be determined by multiplying Fifteen Thousand Dollars ($15,000.00) times a fraction, the numerator of which is 200,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property, subtracting the square footage of the parking facilities; this amount would then be multiplied by the number of percentage points below the 30% alternative mode usage goal. (4) The provisions of this section are incorporated as Conditions of Approval for the Project and shall be included in the approved TDM .. for the Project. C:~DOCUME- 1/kjohnsonlLOCALS~ 1 \TemplDEVELOPMENT AGREEMENT_Britannia_April2_ExhibitC _Final_Clean.doc 115 Exhibit C - Britannia Development Agreement Page 5 of 5 April 2,2002 EXHIBIT FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT Irrevocable Standby Letter of Credit No. Date: ,200__ Amount: Not Exceeding USS Expiration: ,200__ at our counters City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: City Manager Gentlemen: At the request and for the account of Slough SSF, LLC, whose business address is 33 West Monroe Street, Suite 2000, Chicago, IL 60603, we hereby establish in your favor our Irrevocable Standby Letter of Credit No. in the amount of United States Dollars (USS ) available with us at our above office by payment of your draft drawn on us at sight accompanied by a signed and dated statement by a person purporting to be an authorized representative of you as Beneficiary, worded as follows: "The undersigned, an authorized representative of the City of South San Francisco ("City"), certifies that City is entitled to draw upon Bank Letter of Credit No. ~ in the amount specified in the draft accompanying this statement under the terms of the certain Development Agreement, Britannia East Grand Project, between City and Slough SSF, LLC, dated as of ,2002." The draft must also be accompanied by the original of this Letter of Credit for our endorsement on this Letter of Credit of our payment of such draft. Partial and multiple drawings are allowed. The draft must be marked, "Drawn under Bank Letter of Credit No. This Letter of Credit expires at our above office on ,200__. We hereby engage that all drafts drawn under and presented in compliance with the terms of this credit will be duly honored if drawn and presented for payment at this office on or before the expiration date of this credit. This Letter of Credit is subject to the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, and engages us in accordance therewith. · Apr-03-02 05:22pm From-STOEL RIVE* 'P SF OFFICE +4156763000 T-947 P.O0~/O03 F-792 STOEL Washburn, ISri~coe & McCarthy April 3, 2002 San Francisco. C31t[crnla ~4[04 phone his bl7.~900 Al, rt~ £. MUDGE cmail aemudg¢~sto¢l.¢om VIA FACSIMILE Susy Kalkin Senior Planner City of South San Francisco 400 Grand Avenue ?.O. Box 711 South San Francisco, California 94083 Re: Britannia East Grand Avenue Proiect Final EIR Dear Ms. Kalkin: This fu'm represents the South San Francisco Scavenger Company ("Scavenger"), the owner and operator of the Materials Facility Recovery Facility/Transfer Station ("MRF/TS") on East J~mie Court. Scavenger's property is located south of the Britannia East Grand Avenue/Fuller O'Brien Project site across a slough owned by partially by Mr. Richard Haskins and partially by Slough Estates, the proponents of the Britannia project. The Haskins-Slough Estates property line runs approximately through thc middle of the slough. We have reviewed the Final Environmental Impact Report "FEIR") lbr the project. The FEIR contains critical inaccuracies regarding comammation in the slough that render it inadequate. Through the CEQA process, the City must require Slough Estates to contribute towards the cost of cleanup of the slough. Its failure to do so is unfair and unlawful since the City imposed such a requirement on Scavenger's predecessor in interest, Mr. Richaxd Haskins, who continues to own the southern portion of the slough. The FE[R erroneously states that "The Project does not involves the slough..." (FEIR at p. 9, response to Oral Comment fi4.) However, thc slough is part of the Britannia Fuller O'Brien property and therefore part of the project site. Clean up of contamination in the slou~k, as with the re3t of the site, must be made a condition of the project. As a condition of the subdivision of the parcel Mr. Haskins conveyed to thc Scavenger Company as part of the development of the MRF site, the City required Mr. Haskins to po~t,a~ o, bond of $1 m/lEon to clean up the slough of contaminants. (See Comment letter from ~v~, ~,. r,,o. Callrnrnla U~at~ 1202'1~; vl I d a h ~ Apr-03-02 OS:23pm From-STOEL RIVES SF OFFICE +4156763000 T-947 P.003/003 F-Tg2 Susy Kalkin April 3, 2002 Page 2 Mr. Richard Haskins, p. 31, FEnL) The City imposed ~his requirement on Mr. Haskins even though the Scavenger project did not proI)ose improvements in the slough. A similar requirement must be placed o~ Slough Estates. Failure to do so could constitute violation of equal protection of the law. The FEIR also erroneously states at p. 33 that "the Scavenger Materials Recovery Facility will begin cleanup efforts beginning the summer of 2002 pursuant to a remediation plan approved by the Regional Water Quality Control Board." Tiffs statement is false. Legal responsibility for cleaning of the slough does not rest with the Scavenger Company but rather with the owners of the slough: Mr. Richard Haskins and Slough Estates. The FEI[P,. as released by the City side-steps the issue of contamination in the slough. As such, it is inadequate as a manor of law and cannot be certified until the clean up of the slough has been adequately addressed.~ Sincerely, Anne E. Mudge AEM:raa cc: Stephanie Uccelli-Mermer, South San Francisco Scavenger Company Tom Sparks, Director of Planning Steve Matta~, City Attorney Members of the Planning Commission Marry Romero Rick Ochseahirt Joe D'Angelo Judy Honan Eugene Sims Michael Meloni ~ Responses in the FEIR to the issue of contamimtion office slough are inaccurate and inadequate. Page 5 of the FEIR contaim a re~ome by Tom Graf of Geomatrix to a question raised by a citizen regarding lead contamination on the Fuller-O'grien site. In his respome by M~. Graf does not address the con, aroma[ion m the slough_ (FEIR pp. 5~6.) Nor does Response #1 to Mr. Haski~' let-mr (FEIR p. 33) provide a response as to the slough. That response references response to comment #2 (Planning Commission Hearing Nov. 15, 2001). Response m commem #2 (p. 9, FEI_R) l/kew/se docs not add~ess the slough. Response to Commcm ~4 states, without any ,absmnfial evidence to support it, "thc slough is not anticipated m have a significant impact on human health associated with the ProjecC' (FEI~ at p. 9.) It also erroneously atm-butes re~onsibility for clean up to the Scavenger Company. Apr-03-O2 05:24pm From-$TOEL RIVES "~ SF OFFICE +4156763000 T-948 P.O01/O03 F-792 STOEL LI.? Wu.q~burn, 8ri,~¢oe & McCar~h.¥ 111 SUTrER STI~, SUITE 700 SAN FRANCISCO. CALIFORNIA 9g104 Telephone (415) 617-8900 Fax {#I$) 676-3000 TO: Ms. Stephanie Uccelli-Menner Mr. Thomas C. Sparks Members of the Planning Commission Marry Romero Rick Oschenhirt Mark Teglia Judy Honan Eugene Simms Michael Meloni Steven T. Mattas, Esq. Fax No. (650) 871-7083 (650) 589-7385 (650) 829-6639 (650) 829-6639 (510) 351-4481 Company/Firm: City of South San Francisco South San Francisco Scavenger Co. Inc. City of South San Francisco City of South San Francisco Meyers, Nave, Riback, Silver & Wilson Office No. (650) 829-8535 (650) 589~4020 X. 104 (650) 877-8535 Please distribute to individual commission members. (510) 351-4300 X. 2726 FROM: ] CUen ! DATE: Anne E. Mudge South San Francisco Scavenger April 3, 2002 No. of Pages (including this cover): Originals Not Forwarded Unless ~hecked: Sender's Direct Dial,. Sender's Direct Email: (415) 617-8908 aemudge~stoel.com I Matter: Britannia Project First Class Mail [~] Overnight Delivery ~--'~ Hand Delivery In case of error call the fax operator at (415) 61%8900 or Anne E. Mudg¢ at (415) 617-8908. This facsimile may contain confidential information that is protected by the attorney-client or work product privilege. If the reader of this message is not the intended recipient or an employee responsible for delivering the facsimile, please do not distribute this facslmile, notify us immediately by telephone, and return this facsimile by mail. Thank you. COMMENTS: Attached please find letter to Susy Kallan from Anne E. Mudge on behalf of South San Francisco Scavenger Company. Apr-03-02 05:24pm From-STOEL RIVES SF OFFICE +4156763000 %948 P.00Z/003 F-TgZ STOEL Washburn, Bri~coe & McCarthy April 3, 2002 At','t,TE E. MUDa~ cn-~il acmudgc~sto¢l.corn VIA FACSIMILE Susy Kalldn Senior Planner City of South San Francisco 400 Grand Avenue P.O. Box 711 South San Francisco, California 94083 Re: Britannia East Grand Avenue Project Final EIR Dear Ms. Kalkin: This firm represents the South San Francisco Scavenger Company ("Scavenger"), the owner and operator of the Materials Facility Recovery Facility/Transfer Station ("lVlRF/TS") on East J~mie Court. Scavenger's property is located south of the Britannia East Grand Avenue/Fuller O'Brien Project site across a slough owned by partially by Mr. Richard Haskins and partially by Slough Estates, the proponents of the Britannia project. The Haskins-Slough Estates property line runs approximately through thc middle of the slough. We have reviewed the Final Environmental Impact Report "FEIR") lbr the project. The FEIR contains critical inaccuracies regarding comammation in the slough that render it inadequate. Through the CEQA process, the City must require Slough Estates to contribute towards the cost of cleanup of the slough. Its failure to do so is unfair and unlawful since the City imposed such a requirement on Scavenger's predecessor in interest, Mr. Richard Haskins, who continues to own the southern portion of thc slough. The FEI[R erroneously states that "The Project does not involves the slough..." (FEIR at p. 9, response to Oral Comment #4.) However, thc slough is part of the Britannia Fuller O'Brien property and therefore part of the project site. Clean up of contamination in the slough, as with the rest of the site, must be made a condition of the project. As a condition of t. he subdivision of the parcel Mr. Haskins conveyed to the Scavenger Company as part of the development oft. he ~ site, the City required Mr. Haskins to po~t,a~o bond of $1 million to clean up the slough of contaminants. (See Comment letter from ~ ~.. h,. Callfnrnl,q Utah ~202'~6 Vl 1,' 0 Wu.~ h I n~l 0i'1 Apr-03-02 05:24pm From-STOEL RIVE" 'P 3F OFFICE +4156763000 T-948 P.003/003 F-792 Susy Kalldn April 3, 2002 Page 2 Mr. Richard Haskins, p. 31, FEil:[.) The City imposed this requirement on Mr. Haskins even though the Scavenger project did not propose improvements in the slough. A similar requirement must be placed oD Slough Estates. Failure to do so could constitute violation of equal protection of the law. The FEIR also erroneously states at p. 33 that "the Scavenger Materials Recovery Facility will begin cleanup efforts begirming the summeT of 2002 pursuant to a remediation plan approved by the Regional Water Quality Control Board." TI'ds statement is false. Legal responsibility for cleaning of the slough does not rest with the Scavenger Company but rather with the owners of the slough: Mx. Richard Haskins and Slough Estates. The FEIR as released by the City side-steps the issue of contamination in uhe slough. As such, it is inadequate as a manet of law and cannot be certified until the clean up of the slough has been adequately addressed.~ Sincerely, Anne E. Mudge AEM:raa cc: Stephanie Uccelli-Mermer, South San Francisco Scavenger Company Tom Sparks, Director of Planning Steve Mattas, City Attorney Members of the Planning Commission Marry Komero Rick Ochseahirt Joe D'Angelo Judy Honan Eugene Sims Michael Meloni ~ Responses in the FEIR to the issue ofcontamlnafion of the slough are inaccurate and inadequate. Page 5 of the FEI~ contains a response by Tom Graf of Gcomatrix to a question raised by a citizen regarding lead contamination on the Fuller-O'Brien site, In his response by Mx. Graf does not address T. he contamination m the slough_ (FEIR pp. 5-6,) Nor does Response #1 to Mr. Haskins' letter (FEIR p, 33) provide a response as to the slough. That response references response to comment #2 (Planning Commission Hearing Nov, 15, 2001). Response to comment ~2 (p, 9, FEI_R) likew/sc docs not address tixe slough. Response to Comment #4 states, without any substantial evidence to support it, "thc slough is not anticipated to have a significant impact on human health associated with the Project," ('FE[R at p, 9.) It also erroneously atm'butes responsibility for clean up to the Scavenger Company. STOEL [LP A combination with Washburn. Brisco¢ & McCarthy April 15, 2002 I~ECE~VED APR l 6 2002 PLANNtlk~ III Sutter Street. Suite 700 San Francisco, Calitornia 94104 phone 415.617.8900 fax 415.676.3000 ~vw. stoel,com ANNE E. MUDGE email aemudge@stoel.com VIA FACSIMILE Susy Kalkin Senior Planner City of South San Francisco 400 Grand Avenue P.O. Box 711 South San Francisco, California 94083 Re: Britannia East Grand Avenue Project Final EIR Dear Ms. Kalkin: As a follow up to my letter to you of last Wednesday, April 3, I am attaching an errata sheet to correct the errors in the Final Environmental Impact Report regarding the slough to the South of the Britannia Project site. I ask that the City Council officially adopt these changes prior to certifying the EIR. If you have any questions, please contact me at your earliest convenience. AEM:jmk CC: Sina'Irely'~ ~ Anne E. Mudge Stephanie Uccelli-Menner, South San Francisco Scavenger Company Tom Sparks, Director of Planning Steve Mattas, City Attorney Members of the Planning Commission Marry Romero; Rick Ochsenhirt Joe D'Angelo; Judy Honan Eugene Sims; Michael Meloni; and Mark Teglia 120518 Vl Oregon Washington California Utah Idaho Wash nglon D.C. Britannia East Grand Project (Fuller O'Brien Property) Errata Sheet for Final Environmental Impact Report Page 9 33 Inaccuracy or Error The Project does not involve the slough and is not anticipated to have a significant impact on human health associated with the Project. ·.. the Scavenger's Materials Recovery Facility will begin cleanup efforts beginning the summer of 2002 pursuant to a remediation plan to be approved by the RWQCB and BCDC Correction The Project site, at its southern boundary, includes the northern half of the slough which runs between the Scavenger site and the Britannia Fuller O'Brien property. As a condition of approval, applicant shall participate in the cost of the slough's clean- up as ordered by the RWQCB and BCDC. · . . the owner of record of the southern portion of the slough, Mr. Richard Haskins, is in negotiations with the RWQCB about a remediation plan for the slough. When the plan is approved, Mr. Haskins will begin remediation efforts. 120532 V1 n a v e riback silver & wilson professional law corporation VIA U.S. MAIL April 15, 2002 RECEIVED ,4PR I ? 2ooz PLiWN/N(~ Kimberly A. Johnson Attorney at Law 510,351.4300 Anne E. Mudge, Attorney Stoel Rives, LLP 111 Sutter Street, Suite 700 San Francisco, CA 94104 Re: Comment on Britannia East Grand Avenue Project Final Environmental Impact Report Dear Ms. Mudge: Our office received your letter of April 3, 2002, wherein you assert that th% Final Environmental Impact Report for the Britannia East Grand Project is inadequate. First, you state that the City should require Slough Estates, through the CEQS process, to contribute towards remediation of the slough adjacent to the project site. Second, you assert that it is "unfair" to allow Slough Estates to proceed with their project without first obtaining a financial guarantee for clean-up of the slough. This latter argument is based on the fact the City required Mr. Richard Haskins, from whom your client purchased property, to provide financial guarantees for the remediation of the slough as part of the project approvals for the Materials Facility Recovery Facility/Transfer Station ("MRF/TS"). Following is the City's response to your comments. Existence of Slough on Project Site Factually, your letter misstates the location of the slough on the project site. There are two areas on the project site that relate to the slough. The first is a small area of slough located on the south east corner of the property. This portion was tested and the Regional Water Quality Control Board determined that it did not require any remediatior{. The second area is the largely contaminated slough that runs along the property line between Slough Estate's property, including the former Fuller O'Brien site, and your client's property. Contrary to your statement, the property line does not run through the middle of the slough but rather the property line runs adjacent to the contaminated slough. Therefore, though portions of the slough may exist on Slough's property, those portions of the property are not going to be developed as part of the project under review. CEQA Review of Existing Conditions Assuming some portion of the slough is part of Slough Estate's property, your reliance on CEQA as a means to require the City to impose a condition to remediate that portion is misplaced. North Bay Office Sonto Roso, Colifornio I Central Volley Office East Bay Office 777 Davis Street, Suite 300 · San Leandro, California 94577 · Telephone 510.351.4300 · Fax 510.351.4481 ° www. meyersnave.co~ ,, .~ckton, California Ms. Anne E. Mudge April 15, 2002 Page 2 The California Environmental Quality Act requires the City to identify potential impacts to the environment caused by the ProjecU In this case, the slough was contaminated and subject to a clean-up order well before Slough Estates submitted an application to develop its property. The First District Court of Appeal held in Baird v. County of Contra Costa that an Environmental Impact Report would not be required to address pre-existing environmental conditions if those conditions are not otherwise affected by the project. No development is planned in the slough or planned close enough to the slough areas to affect the existing conditions, thus development of the Project by Slough Estates will not impact the existing conditions. The only building near the property line is a parking facility and no disturbance to the slough is planned or anticipated. Therefore, because no existing conditions will be affected by the project, it follows that if an EIR is not required to address pre-existing conditions, then an EIR prepared for a project cannot, as a matter of law, be inadequate for failing to address those pre-existing conditions. Conditions Related to Haskins Property Transaction A second issue you've raised is whether the City should impose a condition on Slough Estates requiring Slough to provide financial guarantees for the remediation of the contaminated slough. You argue that because Mr. Haskins was required to provide such assurances that it would be inequitable if the City did not impose the same condition on Slough Estates. As a preliminary matter, this is not a comment on the environmental document and as such need not be addressed in order to certify the Environmental Impact Report for the project. However, in the interest of providing assurances to your client that the City has not treated the projects unequally, the issue related to the bonding requirements is addressed below. As you know, the City has broad discretion in granting land use entitlements. When reviewing a project, the City takes into consideration the facts relevant to the project under consideration. In the Scavenger MRF/TS development, Mr. Haskins and your client divided the property such that Mr. Haskins retained ownership of a small parcel that consisted only of contaminated slough. The City's concern was that in creating such a parcel, Mr. Haskins would have no incentive to complete remediation in accordance with the Regional Water Quality Control Board's directive and, if a default occurred; the City could potentially become liable for the clean-up. In order to ensure there were sufficient funds in the event of Mr. Haskins default, the City required Mr. Haskins to post a one million dollar ($1,000,000) bond securing remediation costs. The Slough Britannia Project does not require any parcel to be severed from the property. The development proposal contemplates full development of the property, except the southeastern portion of the property that is considered Tidal Marsh Land. This area comprises approximately .64 acres of the total 26.9 acre site. As this potion will remain under the ownership of Slough or its successors in interest, the concern identified in the Haskins transaction, i.e. creation of a separate contaminated parcel, is simply not present in the Slough Britannia Project. 1 See Cal. Pub. Resources Code Section 21068; Baird v. County of Contra Costa (1995) 32 Cai.App.4th 1464, 1469 (holding that the California Environmental Quality Act does not require an environmental impact report for a project that might be affected by preexisting environmental conditions but will not change those conditions or otherwise have a significant effect on the environment.) Ms. Anne E. Mudge April 15, 2002 Page 3 Based on the foregoing, while it is in the City's discretion to require a bond for remediation of the slough on the Slough Britannia property, the City is under no obligation to impose a condition of approval requiring financial assurances from Slough for remediation of the slough adjacent to the Slough Britannia site. Responsibility for Clean-Up of Slough under Regional Water Quality Control Board Plan Finally, your letter states that the FEIR incorrectly attributes cleanup activity to "the Scavengers Materials Recovery Facility." You are correct. The FEIR has been administratively revised to reflect that Mr. HaskinS is complying with the Regional Water Quality Control Board's order for clean-up of the slough. Thank you for your comments on the Final Environmental Impact Report for the Britannia East Grand Project. If you have any additional questions or concerns pertaining to this project, feel free to contact me at 510.351.4300. Very truly yours, MEYERS, NAVE, RIBACK, SILVER & WILSON Kimberly A. Johnson, Assistant City Attorney City of South San Francisco KAJ:pcp Enclosures cc: Michael A. Wilson, City Manager Steven T. Mattas, City Attorney Marty Van Duyn, Director of E,conomic and Community Development Tom Sparks, Chief Plannerv'' Susy Kalkin, Principal Planner Richard Moorehouse, Environmental Consultant J :\W PD'A,1N RS'CeA05\112\LETTERS\MUDGE_RESPONSE_FEIR_APRIL15.DOC RESOLUTION No. ~~~ffp CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORINA A RESOLUTION CERTIIWING AN ENVIRONMENTAL IMPAC-F REPORT FOR THE BRITANNIA EAST GRAND PRO. IECF, ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS FOR SAID PROJECF AND APPROVING A MITIGATION AND MONIT()RING PROGRAM FOR SAID PRO.1ECT WHEREAS, An Environmental Impact Report has been prepared in accord with the California Environmental Quality Act (CEQA), the State CEQA Guidelines and the City of South San Francisco Guidelines for the Implementation of CEQA; and, WHEREAS, The EIR has been prepared to address the environmental effects of the Britannia East Grand Project Master Plan, General Plan Amendment, Development Agreement; and Design Plans; and, WHEREAS, The Final EIR (FEIR) for the Britannia East Grand Project consists of the Draft EIR, the Recirculation Draft EIR, the comments and responses to comments made on the Draft EIR and the Recirculation Draft EIR, and the Mitigation and Monitoring Program; and, WHEREAS, the Draft EIR and the Recirculation Draft EIR were each circulated for a 45- day public review period and notices of their availability were published in a local newspaper; and, WHEREAS, the Draft Environmental Impact Report reviewed and analyzed impacts of the following topics: · Land Use and Planning, including the maximum square footage of development allowed by the General Plan; Transportation and Circulation, including trips generated in peak hours, impacts to freeway segments, declines in Level of Service at nearby intersections, elimination of a public street through the Project, and restrictions on parking to reduce congestion; · Air Quality, including construction dust, and increases in regional air pollution; · Earth, including ground shaking, soil stability, landslides, lateral spreading, liquefaction and expansive soils; Human Health, including the exposure of children in a proposed childcare facility and construction workers to contaminated soils, potential water quality degradation during operations; · Hydrology and Water Quality, including water quality degradation; · Cultural Resources, including potential to damage unknown cultural sites and artifacts; Wetlands, including the loss and potential replacement of wetlands on-site, intrusion into the coastal marsh; Utilities, including impacts to aging wastewater collection facilities, a potential shortfall in existing on-site wastewater collection facilities, cumulative demand for wastewater treatment capacity; · Cumulative impacts; and, WHEREAS, the Recirculation Draft EIR reviewed and analyzed traffic impacts at two locations, that were not reviewed in the Draft EIR; and WHEREAS, a Final EIR was prepared, including responses to comments received on the Draft EIR and the Recirculation Draft EIR, and sent to all state, regional, local and other agencies and individuals from which comments on the Draft EIR and Recirculation Draft EIR were received; and WHEREAS, The City Council, having reviewed and considered the information considered in the Draft and Final EIRs, finds that certain specific economic, social or other considerations make infeasible the three Project alternatives identified in the Draft EIR, with the exception of the proposed Project, in that: mo The "No Project" Alternative, required for analysis under the California Environmental Act, involves maintaining the site in its existing condition and denying the City the following opportunities: to improve and make use of a degraded site, to allow public access to the bayfront and the Bay Trail, to provide long-term employment, to receive additional tax revenues, and to enjoy site amenities which are proposed to be financed by the Project. The "Reduced Development Alternative" would allow the same mix of facilities as in the proposed Project, but in reduced quantity. The reduction in Project square footage would help to reduce traffic congestion and air pollution, but not in a substantial way, for any of the categories of significant impact discussed in the EIR. The "Site Plan Alternative" would modify the Project site plan to locate proposed facilities, including the childcare facility, and restaurant/retail space where they would improve upon the proposed site plan and avoid potential hazards. However, the Site Plan Alternative would not improve upon the overall Project in a substantial way, for any of the categories of significant impact discussed in the EIR. WHEREAS, the City Council has reviewed and carefully considered the information in the DEIR and the Recirculation Draft EIR at a duly noticed public hearing held on April 4, 2002, and recommends their certification as objective and accurate documents that reflect the independent judgment of the City in the identification, discussion and mitigation of the Project's environmental impacts; and WHEREAS, the required findings, attached hereto as Exhibit A and made a part hereof, can be made for each of the significant effects, which effects have been mitigated to a level of insignificance because changes or alterations have been required in, or incorporated into the Project, which avoid or lessen its significant environmental effects; and WHEREAS, a Mitigation Monitoring and Reporting Plan has been prepared in accord with Public Resources Code 21881.6; and WHEREAS, the proposed mitigation measure for a regional air quality impact, and the proposed mitigation measures for two transportation impacts cannot reduce the impacts to acceptable levels; and WHEREAS, The required findings of Section 15091 of the State CEQA Guidelines are made for two of the Project's significant environmental effects, which effects cannot be reduced to an acceptable level, with regard to air quality and transportation impacts; and WHEREAS, the Project cannot be approved unless a Statement of Overriding Considerations is adopted which balances the benefits of the proposed Project against its unavoidable air quality and transportation impacts, and an earlier Statement of Overriding conditions that was made by the City would also apply to the Britannia East Grand Project as follows: The City of South San Francisco approved an update to its General Plan and Environmental Impact Report in October 1999. The City Council made a statement of overriding considerations in its approval of the General Plan update, because the measures identified to mitigate for traffic congestion along US 101 and regional air pollution would not be sufficient to reduce the impacts to less than significant levels. ° The Britannia East Grand Project would impact some of the same freeway segments that were identified in the General Plan EIR and whose traffic and air quality effects could only be partially mitigated. Therefore, a Statement of Overriding Considerations that was made for approval of the General Plan, would also apply to decision-making on the Britannia East Grand Project by the City. 129 Additionally, the Project offers specific benefits as stated in the Statement of Overriding Considerations adopted for the Project, as stated in Section 5 of the Findings of Fact and Statement of Overriding Considerations incorporated herein. WHEREAS, the contribution of the Project in meeting or achieving the goals and objectives of the General Plan, outweigh its unavoidable, adverse impacts; and WHEREAS, the South San Francisco Planning Commission held duly noticed public hearings on March 7, 2002 and April 4, 2002 to consider the Environmental lmpact Report and the proposed General Plan Amendment, Planned Unit Development, Use Permit, Development Agreement and Design Review Applications and recommended that the City Council certify EIR No. 01-006 for the Britannia East Grand Project and adopt a Statement of Overriding Considerations related thereto; and WHEREAS, the City Council held a duly noticed public hearing on April 24, 2002, to consider the Environmental Impact Report and the proposed General Plan Amendment, Planned Unit Development, Use Permit, Development Agreement and Design Review Applications and hereby finds that: The EIR was independently reviewed and analyzed by the City and reflects the independent judgment of the City as lead agency; and The documents, including, but not limited to, the 1999 General Plan Update, the 1999 General Plan Update Certified Environmental Impact Report and Statement of Overriding Considerations, Draft EIR for the Project, the Recirculation Draft EIR, Final EIR, staff reports and testimony received at public hearings on the environmental documents and other materials constitute the record of proceedings on the EIR and the City Council's and Planning Commission's review thereof. Said documents are located at the Planning Division, City Hall Annex, 315 Maple Avenue, South San Francisco NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby certifies the Britannia East Grand Project Environmental Impact Report as adequate, based upon the required findings attached hereto and incorporated herein as Exhibit A, adopts a Statement of Overriding Considerations and approves the associated Mitigation and Monitoring Program. 130 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 131 EXHIBIT A Britannia East Grand Project FINDINGS OF FACT AND STATEMENT OF OVERRIDING CONSIDERATIONS Pursuant to Sections 15091 and 15093 of the State CEQA Guidelines and Section21081.6 of the Public Resources Code Related Environmental Documentation: Draft and Final Environmental Impact Reports (State Clearinghouse Number 2001052085) Certification of Final Environmental Impact Report by City of South San Francisco: Date of Adoption by the City of South San Francisco ,2002 Project Files May Be Reviewed at: City of South San Francisco Department of Economic and Community Development Planning Division 315 Maple Avenue South San Francisco, CA 94080 I 132 Section 1. Introduction and Purpose Project Description The Britannia East Grand Project is planned on a 27 acre site, at the east terminus of East Grand Avenue adjacent to San Francisco Bay, in the City of South San Francisco. The Project includes about 805,000 gross square feet of mixed office/research and development and biotechnology industries, in nine buildings that would be three-to-four floors in height. Auxiliary buildings include parking in two, six-to-seven floor parking structures, and a day care facility. A retail business and a restaurant/delicatessen and fitness center would be located within the parking structures. Purpose The primary purposes of the Project include (i) facilitating a higher and better utilization of the site through the development of a mixed employment project, (ii) increasing employment opportunities in the community, (iii) making the site more aesthetically pleasing and facilitating completion of a linear park and Bay Trail along the Project's Bay frontage, and (iv) increasing tax and other revenues to the City of South San Francisco and the South San Francisco Redevelopment Agency. Findings This document presents findings that must be made by the City prior to approval of the Project, pursuant to Sections 15091 and 15093 of the CEQA Guidelines and Section 21081 of the Public Resources Code. Under CEQA, the City is required to make written findings explaining how it has dealt with each alternative and each significant environmental impact identified in the Draft Environmental Impact Report, October 2001 (DEIR) and the Recirculation Draft Environmental Impact Report February, 2002. The DEIRs and responses to comments on them are collectively referred to as the Final Environmental Impact Report (FEIR). The City shall make at least one of the following findings for each significant project impact: Changes or alterations have been required in, or incorporated into, the Project to avoid or substantially lessen the significant environmental effects identified in the Em; Such changes or alterations are within the responsibility and jurisdiction of another public agency, and not the agency making the findings, and have been or can and should be adopted by that other agency; or Specific economic, legal, social, technological, or other considerations make infeasible the mitigation measures or project alternatives identified in the EIR. Each of these findings must be supported by substantial evidence in the administrative record. Evidence from the DEIR, FEIR and City's General Plan is used to support these findings. 2 133 This document summarizes the significant environmental impacts of the Project and project alternatives, and describes how these impacts are to be mitigated. No findings are made for impacts identified as less than significant in the DEIR. This document is divided into the five remaining sections: · Section 2, "Findings on the Project Alternatives Considered in the DEIR"; · Section 3, "Findings on Significant Impacts of the Proposed Project Identified in the DEIR and Recirculation DEIR"; · Section 4, "Implementation Schedule and Checklist for Mitigation Monitoring/Reporting"; · Section 5, "Statement of Overriding Considerations"; and · Section 6,"Citations". Section 2, "Findings on the Project Alternatives Considered in the DEIR", presents alternatives to the Project and evaluates them in relation to the findings set forth in Section 15091(a)(3) of the State CEQA Guidelines, which allows a public agency to approve a project that would result in one or more significant environmental effects if the project alternatives are found to be infeasible because of specific economic, legal, social, technological, or other considerations. Section 3, "Findings on Significant Impacts of the Proposed Project Identified in the DEIR and in the Recirculation DEIR", presents significant impacts of the proposed Project that were identified in .the DEIR and the Recirculation DEIR, the findings for the impacts, and the rationales for the findings. Section 4, "Implementation Schedule and Checklist for Mitigation Monitoring/Reporting", identifies mitigation measures adopted for significant impacts of the proposed project that were identified in the DEIR. Section 5, "Statement of Overriding Considerations", references the overriding considerations for significant impacts related to the Project that cannot be or have not been mitigated or resolved. These considerations are required under Section 15093 of the State CEQA Guidelines, which require the decision-making agency to balance the applicable economic, legal, social, technological or other benefits of a proposed Project against its unavoidable environmental risks when determining whether to approve the Project. Section 6, "Citations", identifies references cited in this document. Other Approvals. While certification of this FEIR would constitute compliance with the California Environmental Quality Act (CEQA) for such future development, that development would remain subject to requirements for a future use permit and design review approvals. 134 Section 2. Findings on Project Alternatives Considered in the EIR ALTERNATIVE 1: NO-PROJECT No impacts are associated with the No-Project Alternative because the Project site would remain vacant. Therefore, none of the impacts identified for the proposed Project would occur. Finding: No-Project Alternative Infeasible The City finds the No-Project Alternative to be infeasible because it would not support the General Plan in improving vacant and underutilized properties in the East of 101 Area of the City. The No- Project Alternative also would not achieve the social, environmental and economic goals of the Project to convert the site to a campus-planned office/R&D commercial project; to increase employment opportunities in the community, to "cap" potentially contaminated soils over the whole Project site, and to increase tax and other revenues to the City and the South San Francisco Redevelopment Agency. ALTERNATIVE 2: REDUCED DEVELOPMENT ALTERNATIVE The Reduced Development Alternative would allow the same mix of facilities as the proposed Project, but in reduced quantity. The alternative would reduce the allowed square footage of gross office/R&D space by 25%. The reduction in Project square footage would help to reduce traffic congestion and regional air pollution. Compared to the proposed Project, the Reduced Development Alternative would result in the following types of impacts: Land Use and Planning: The alternative would have the same site plan and a mix of uses as the proposed Project, although with smaller buildings, or more 3-story buildings and fewer 4- story buildings. The Reduced Development Alternative .would not avoid any significant land use and planning impacts of the proposed Project. Transportation and Circulation: Levels of service at study intersections would be proportionally lower than the proposed Project, but not Iow enough to result in less than significant traffic impacts. Mitigation measures for the traffic impacts of the Reduced Development Alternative would be the same as for the proposed Project. Air Quality: The Reduced Development Alternative would have the same kind of exposure to construction dust. Although the Reduced Development Alternative would generate fewer automobile pollutants, it would - like the Project - still exceed the threshold for regional air pollutants, established by the Bay Area Air Quality Management District. Earth: The Reduced Development Alternative would be developed on the same underlying fill and Bay Mud soils and the same geotechnical conditions as the proposed Project. 135 However, accepted structural design practices required by the City should mitigate the danger of earthquake-related instability to less than significant levels. Human Health: Both the Project and the Reduced Development Alternative would have the potential to encounter contaminated soils and naturally-occurring asbestos in serpentinite rock during excavation and construction. Both would also be subject to the requirements to protect construction workers from exposure to contaminated soils, through implementation of a Soils Management Plan approved by the Department of Toxics Substances Control (DTSC). Both projects would potentially expose children to such materials when the childcare center becomes operational and would require the same mitigations. Drainage and Water Quality: The Project and the Reduced Development Alternative would have the same potential to degrade surface water quality during construction and operations. Cultural Resources: Excavation for the Project or the Reduced Development Alternative would have the same potential to unearth cultural remains, and the same requirement to protect such sites from damage. Utilities: The Reduced Development Alternative would use about 75% of the water and wastewater generated by the Project. Both would also have the same significant impacts to utility systems: water quality degradation, failure of aging wastewater collection facilities, and cumulative impacts to the wastewater treatment system. They would also have essentially the same mitigation measures. Public Services: The Project and the Reduced Development Alternative would make similar demands upon police and fire protection, and require essentially the same mitigation measures. Cumulative and Unavoidable Impacts: The Reduced Development Alternative would have the same cumulative impacts to transportation, water quality and wastewater treatment capacity as the proposed Project. Both would also create unavoidable impacts to cumulative traffic conditions and regional air quality. Finding: Reduced Development Alternative Not Beneficial The City finds the No-Project Alternative inappropriate because it does not significantly reduce the impacts of the Project. As discussed above, impacts of the alternative would be similar to the impacts of the proposed Project, and mitigation measures would not change. ALTERNATIVE 3: SITE PLAN ALTERNATIVE The Site Plan Alternative relocates the childcare facility, retail/delicatessen and fitness center from their locations along the perimeter of the Project to more centralized locations, as represented in Figure 19-1 of the DEIR. The figure shows a variety of potential locations, none of which are precisely defined. Relocation is intended to avoid problems with the childcare facility site, and improve vehicular and pedestrian circulation associated with access to the other accessory uses. Only 136 relocation of the childcare center would mitigate for any significant Project impact. Compared with the proposed Project, this alternative would result in the following types of impacts: Land Use and Planning: The relocation of the childcare facility from a stand-alone building in the northwest corner of the site to locations in other buildings, including the north parking structure. The Site Plan Alternative would avoid potential constraints at the childcare center site such as a freshwater wetland, soils and landslide hazards, the presence of naturally- occurring asbestos in Serpentenite rock and contaminated soils. The alternative would not cause any new, unmitigated land use impacts. Transportation and Circulation: The Site Plan Alternative would have the same transportation and circulation impacts as the Project. lnternal circulation could change slightly among the various sub-options represented on DEIR Figure 19-1. Mitigation measures for the traffic impacts of the Site Plan Alternative would be the same as for the proposed Project. · Air Quality: The Site Plan Alternative would have the same kind of exposure to construction dust and regional air pollution as the Project and the same mitigation measures. Earth: The Site Plan Alternative would avoid potential geologic and seismic safety risks such as landslides in the vicinity of the childcare facility site. However, both the Site Plan Alternative and the Project would be subject to compliance with East of 101 Area Plan Policies dealing with geotechnical investigations and engineering design of particular buildings throughout the Project. Human Health: The Site Plan Alternative would avoid the childcare facility site where potential soil contamination and naturally occurring asbestos could affect children. By developing the childcare center at another site, it could potentially be available sooner than at the proposed childcare facility site. By contrast, the proposed Project would seek authorization for use of the childcare site, based upon soil sampling and a health risk assessment that would support approval of the site for childcare facilities by the Department of Toxic Substances Control (DTSC) and implementation of other corrective measures or modifications to the Project, as necessary. Drainage and Water Quality: The Project and the Site Plan Alternative would have the same potential to degrade water quality during construction and operations, and the same mitigation measures. Cultural Resources: Excavation for the Project or the Site Plan Alternative would have the same potential to unearth cultural remains, and the same requirement to protect such sites from damage. Utilities: The Site Plan Alternative would not use more water or generate more wastewater than the Project. Both would also have the same significant impacts to utility systems: water quality degradation, failure of aging wastewater collection facilities, and cumulative impacts 6 ,. 137 to the wastewater treatment system. They would also have essentially the same mitigation measures. · Public Services: The Project and Site Plan Alternative would make the same demands upon police and fire protection, and require the same mitigation measures. Cumulative and Unavoidable Impacts: The alternative would have the same cumulative impacts to transportation, water quality and wastewater treatment capacity as the proposed Project. Both would also create unavoidable impacts to traffic conditions and regional air quality. Finding: Site Plan Alternative Not Beneficial The City finds that the Site Plan Alternative would have the same or very similar impacts and mitigation measures as the proposed Project. Project mitigation measures to allow development of the proposed site for the childcare facility are reasonable and implementable. Therefore, the alternative for relocating the childcare facility elsewhere does not appear to be necessary, except to possibly develop childcare facilities in another building sooner than would be possible at the proposed childcare center site. Therefore, the City will not pursue this alternative. Section 3. Findings on Significant Impacts of the Proposed Project Identified in the DEIR and the Recirculation DEIR This section identifies the findings on significant impacts of the Project, as identified in the DEIR/FEIR by issue topic. No findings are necessary for impacts found to be less than significant. Mitigation measures include agreements with the City which may apply to one or both of the applicants or sponsors of the Project. Use of the singular (applicant, sponsor) to describe responsibilities for such mitigation measures shall also include the plural (applicants, sponsors). LAND USE AND PLANNING Impact 4.2.2: Project square footage. The square footage of proposed development exceeds the maximum square footage allowed in the General Plan. Mitigation Measure 4.2.2: Additional square footage would be allowed by General Plan floor area bonuses, subject to programs for off-site improvements and special design standards. Granting of square footage bonuses will reduce the impact to a less than significant level. Finding 4.2.2: The City finds that Mitigation Measure 4.2.2 is feasible and allowed by the General Plan, subject to developer commitments to feasible vehicular trip reduction and other Transportation Demand Management (TDM) measures, consistent with C/CAG Guidelines, established in an adopted Development Agreement. 138 TRANSPORTATION AND CIRCULATION lmpact 6.4.3: Unmitigated vehicular trips. The Project would exceed 100 trips during peak hours. The San Mateo City/County Association of Governments (C/CAG) requires that local jurisdictions ensure that the developer will mitigate all new peak hour trips generated by the Project. Mitigation Measure 6.4.3: The DEIR requires implementation of a Transportation Demand Management Plan using programs acceptable to C/CAG to reduce vehicular trips. Finding 6.4.3: The City finds that Mitigation Measure 6.4.3 is feasible and should reduce the impact to a less than significant level. The TDM program must be implemented by the Project sponsors as a condition of issuance of a certificate of occupancy, and once implemented, must be on-going for the occupied life of the development. Impact 6.4.4: Traffic impacts to three CMP freeway segments. The addition of traffic generated by approved development in the year 2003 Baseline Without Project would cause two freeway segments to operate at LOS F. The Project would also cause traffic volumes to exceed capacity on another freeway segment. Mitigation Measure 6.4.4: The DEIR requires the Project to implement a TDM program to minimize potential increases in freeway traffic. Finding 6.4.4: The City finds that implementation of the TDM measures would not reduce impacts to less than significant levels, so the impact remains significant and unavoidable and will require a Statement of Overriding Considerations as a condition for Project approval (see Section 5). Impact 6.4.5: Decline in LOS at four intersections, year 2003. The Project would cause a decline in LOS below level "D" at the following four intersections: · Airport Boulevard and Grand Avenue · Littlefield Avenue and East Grand Avenue · Allerton Avenue and East Brand Avenue · South Airport Boulevard/Gateway Boulevard and Mitchell Avenue Mitigation Measure 6.4.5: The Project shall implement a Transportation Demand Management (TDM) program consistent with the proposed City of South San Francisco TDM Ordinance. Project developers shall also participate in the funding of physical transportation improvements in the East of 101 Area, as approved by the City of South San Francisco. The Project shall contribute a proportionate amount to the cost of improvements at the four intersections specifically impacted by Project traffic. 8 -. 139 Finding 6.4.5: The City finds that the mitigation measure 6.4.5 is feasible and will reduce the impact to a less than significant level. Impact 6.4.6: Decline in LOS at eight intersections, year 2020. The Project would cause a decline in LOS at eight intersections below level "D" at the following intersections, for year 2020 + Baseline + Project: · Gateway Boulevard and East Grand Avenue; · Harbor Way/Forbes Boulevard and East Grand Avenue; · Littlefield Avenue and East Grand Avenue; · Allerton Avenue and East Grand Avenue; · Grandview Drive and East Grand Avenue; · Airport Boulevard and San Mateo Avenue; · Gateway Boulevard and South Airport Boulevard; and · South Airport Boulevard and U.S. ]01 northbound ramps. The italicized intersections above were analyzed in the Recirculation Draft EIR, February 2002. Mitigation Measures 6.4.6: The Project shall implement a Transportation Demand Management (TDM) program consistent with the City of South San Francisco TDM Ordinance. Project developers shall also participate in the funding of physical transportation improvements in the East of 101 Area, as approved by the City of South San Francisco. The Project shall contribute a proportionate amount to the cost of improvements at the eight intersections specifically impacted by Project traffic. Finding 6.4.6: The City finds that the mitigation measure 6.4.6 is feasible and will reduce the impact to a less than significant level. Impact 6.4.7: Elimination of a public street. The Project would eliminate a public street connection from the General Plan. The Project proposes to close off future public street access between East Grand Avenue and Point San Bruno Boulevard, in conflict with the South San Francisco General Plan that shows a future public street connection in this location. Mitigation Measures 6.4.7: The City of South San Francisco shall implement an amendment to the General Plan to delete the proposed public street connection between East Grand Avenue and Point San Bruno Boulevard through the Project site. The Project shall provide an emergency access road to the northeast corner of the Project site, where it may be connected to Point San Bruno Boulevard and the Genentech research and development campus, by Genentech. Finding 6.4.7: The City finds that the mitigation measure 6.4.7 is feasible and will reduce the impact to a less than significant level. Impact 6.4.8: Parking shortfall. Based on City parking standards, the proposed Project would have a shortfall of 242 parking spaces. The shortfall could vary, depending on the balance of developed office and R&D space, since R&D requires less parking than offices for the same amount of floor area. 9 -~ 140 Mitigation Measure 6.4.8: The City of South San Francisco shall apply reduced parking standards for office/R&D space, consistent with Genera] Plan policies for projects that have agreed to implement trip reduction methods. The reduced parking standards will help to support the TDM program and will be consistent with the proposed parking supply. Finding 6.4.8: The City finds that a range of reduced parking standards are feasible and will reduce the impact to a less than significant level. The reduction in parking spaces is allowed by the zoning ordinance, subject to a use permit and compliance with the PUD ordinance. In addition, the TDM Ordinance allows for a reduction in parking if supported by the Project's TDM Plan. AIR QUALITY Impact7.2.2: Construction dust. Fugitive dust emitted during construction could be a nuisance to nearby properties and persons with respiratory problems. Mitigation Measure 7.2.2: The applicant shall incorporate dust control measures recommended by the Bay Area Air Quality Management District (BAAQMD) in a Soils Management Plan and Health and Safety Plan. Finding: 7.2.2 The City finds that Mitigation Measure 7.2.2 is feasible and required and will reduce the impact to a less than significant level. lmpact 7.2.3: Regional air pollution emissions. Project traffic would emit hydrocarbons, oxides of nitrogen, and paniculate matter over the Bay Area in amounts that exceed thresholds established by the BAAQMD. Mitigation Measure 7.2.3: Implement a Transportation Demand Management (TDM) program designed to attain a 30% employee alternative mode usage. The TDM requirements would reduce daily trip generation and regional emissions by 10 - 15%, but the impact to regional air quality would still remain significant and unavoidable. Finding 7.2.3: Mitigation measure 7.2.3 is feasible and required, but a significant impact is unavoidable. The City finds that approval of the Project would require adoption of a Statement of Overriding Considerations (see Section 5). EARTH Impact 9.2.1: Potential instability of fill soil and bay mud. The site contains a variety of fill materials, including native soil, bedrock, Bay Mud, potential landfill and building materials that can cause differential settlement of structures to be built on the site. 10 Mitigation Measure 9.2.1: A geotechnical investigation of fill soils at each proposed building location shall be conducted as the basis for foundation design and recommendations for grading and site preparation, pursuant to East of 101 Area Plan Policies GEO-I, -2, -3, -5, -6 and -12. Finding 9.2.1: The City finds that mitigation measure 9.2.2 is feasible and will reduce the impact to a less than significant level. Impact 9.2.2: Potential for landslides: Landslides may occur where there is weak soil or bedrock or seepage of water within a slope, causing damage to down-slope persons or property. Mitigation Measure 9.2.2: The geotechnical investigations shall be conducted to determine the stability of existing and proposed slopes, and the stability of all proposed excavations. The potential for slope failure where seepage exists and methods to minimize it, particularly behind the proposed childcare center, shall be determined. Appropriate shoring systems should be recommended. The East of 101 Area Plan Policies GEO-7, -8, and -9 should be complied with. Finding 9.2.2: The City finds that mitigation measure 9.2.2 is feasible and will reduce the impact to a less than significant level. Impact 9.2.3: Potential for strong ground shaking. The intensity of a large earthquake will vary among proposed buildings depending upon soil and rock type, particularly where the site is underlain by more than 10 feet of Bay Mud. Mitigation Measure 9.2.3: Geotechnical investigation findings should be incorporated into the design of structures in accordance with the requirements of the 1997 Uniform Building Code. East of 101 Area Plan Policies GEO-2, and -12 should be complied with. Finding 9.2.3: "l/he City finds that mitigation measure 9.2.3 is feasible and will reduce the impact to a less than significant level. Impact 9.2.4: Inconsistency between the Project and a policy minimizing grading. The Project anticipates cuts in the northern slope to develop Building I and Parking Structure A on existing slopes in excess of 30% grade. The impact is significant because development will entail cut slopes generally ranging from 1.5:1 to 2:1 - steeper than existing slopes of 3:1, or 30% - inconsistent with General Plan Policy 8.1-1-1 which requires retention of 30% slopes in their 'natural" state. Mitigation Measure 9.2.4: The geotechnical investigation shall be conducted to reduce the steepness of possible cut slopes, or demonstrate that cuts steeper than 30% would be necessary to reduce potential damage to less than significant levels, pursuant to East of 101 Area Plan Policies GEO-1 through -12. Finding 9.2.4: The City finds that mitigation measure 9.2.4 is feasible and will reduce the impact to a less than significant level. 11 . 142 Impact 9.2.5: Polential for liquefaction and lateral spreading. Strong ground shaking in loose, saturated, cohesion-less soil can cause loss of bearing strength, lateral spreading in liquefiable soil and differentia] settlement of structures. Mitigation Measures 9.2.5: The potential for liquefaction at each proposed building site should be evaluated during the geotechnica] investigation, consistent with East of 101 Area Plan Policies GEO-10 and -11. Finding 9.2.5: The City finds that mitigation measure 9.2.5 is feasible and will reduce the impact to a less than significant level. Impact 9.2.6: Potential presence of expansive soils. The potential for shrinking and swelling of clay soils may cause differential movement, cracking and structural damage to foundations. Expansive soils are typically corrosive to buried steel in concrete or metal pipelines. Mitigation Measures 9.2.6: Where expansive soils are identified in the geotechnical Investigation, East of 101 Area Plan Policies GEO-2 and -12 should be implemented, and comply with the basic provisions of the Uniform Building Code. Other measures including application of lime to the expansive soils, replacement of expansive soils with imported select fill, and application of corrosion-resistant coatings to buried steel elements should be implemented. Finding 9.26: The City finds that mitigation measure 9.2.6 is feasible and will reduce the impact to a less than significant level. Impact 9.2.7: Potential differential settlement. Foundations of unknown buildings that were demolished in the past may remain buried and cause differential settlement of new buildings on the same sites. Where existing pile foundations are encountered, they may obstruct the proposed construction. Mitigation Measures 9.2.7: The geotechnical investigation shall be conducted pursuant to East of 101 Area Plan Policies GEO-I and -2, with recommendations for site grading, fill placement and foundation construction in areas susceptible to differential settlement. Finding 9.2.7: The City finds that mitigation measure 9.2.7 is feasible and will reduce the impact to a less than significant level. Impact 9.2.8: Potential childcare facility exposure to geologic and seismic safety risks. The Project may be inconsistent with General Plan 8.1-I-1 which restricts development of "special occupancy buildings", possibly including the childcare center, in areas with geologic and seismic hazards. The childcare facility site may be exposed to liquifaction, and landslides. 143 Mitigation Measures 9.2.8: East of 101 Area Plan Policies GEO-I, -2, -7, -9, -10 and -11 should be implemented, or relocate the childcare facility to a more central location in the Project, free of the hazards that potentially exist at the proposed site. Finding 9.2.8 The City finds that mitigation measure 9.2.8 is feasible and will reduce the impact to a less than significant level. HUMAN HEALTH lmpact 10.2.2: Exposure to contaminated soil and naturally-occurring asbestos. Exposure to soil with contaminants that exceed clean-up standards may pose a significant adverse impact. Also, excavation for utilities and building foundations could encounter naturally-occurring asbestos in Serpentinite rock, and pose a health risk. The San Mateo County Health Services Agency (SMCHSA) has jurisdiction over the potential exposure of construction workers to contaminated soil during construction activities. Mitigation Measure 10.2.2: A Soil Management Plan and Health and Safety Plan approved by DTSC should be prepared prior to any construction or demolition within the currently capped area of the site, which will occur during Phase 2. Dust shall be controlled. Construction workers shall be trained. The Soil Management Plan shall be implemented to control disturbance of Serpentinite soil during phase I. The entire site should be capped by paving, buildings and clean soil. Finding 10.2.2: The City finds that Mitigation Measure 10.2.2 is feasible and required. Through compliance with the requirements of an approved Soil Management Plan, the exposure to hazardous materials will be a less than significant impact of the Project. Impact 10.2.3: Exposure of children to contaminated soil and naturally-occurring asbestos when the childcare center is operation: Soil in the vicinity of the childcare center site may contain naturally-occurring asbestos in serpentinite rock, although the levels of contaminants are not known. Children could be exposed through ingestion, dermal contact or inhalation. San Mateo County Health Services Agency (SMCHSA) has jurisdiction over the potential exposure of children at the day care center to contaminated soil or naturally occurring asbestos at the Project site. DTSC deed restrictions currently prohibit the use of the property for a chiidcare center. Mitigation Measure 10.2.3: The DTSC deed restriction should be broadened to allow the childcare center based upon soil sampling at the site and a health risk assessment. However, if the assessment determines that concentrations of contaminants in soil in the area of the childcare center potentially result in unacceptable levels of risk, additional soil corrective measures or modifications to the Project site plan would be necessary. Finding 10.2.3: The City finds that mitigation measure 10.2.3 is feasible and will reduce the impact to a less than significant level. 13 144 DRAINAGE, WATER QUALITY AND BIOLOGICAL RESOURCES Impact 11.2.2: Potential water quality degradation. Additional runoff from the developed site could increase the discharge of non-point pollutants, causing a small, but cumulatively significant degradation of water quality in the bay. In industrial areas, pollutants consist of litter, paint, process waste, landscape fertilizers and pesticides as well as heavy metals, oil and gas, and debris normally deposited by vehicular traffic. Mitigation Measure 11.2.2: A USEPA National Pollution Discharge Elimination System (NPDES) permit, administered by the San Francisco Bay Regional Water Quality Control Board (RWQCB) should be obtained. The terms of the permit require applicants to prepare a Storm Water Prevention Plan (SWPPP) that demonstrates that Project development would not cause any increase of sedimentation, turbidity, or hazardous materials concentrations within downstream receiving waters. Finding 11.2.2: The City finds that Mitigation Measure 11.2.2 is feasible and required, and will reduce the impact to a less than significant level. Impact 12.2.2. Loss of possible perennial marsh habitat. Development could cause the removal of a possible low quality perennial marsh in the northwest corner of the site. Mitigation Measure 12.2.2: A wetland delineation should be prepared using the Corps of Engineers methodology. The applicant should demonstrate why avoidance of some or all of the wetlands is not practicable, based upon cost, logistics and/or technology criteria. A permit should be obtained from the Corps for filling wetlands, pursuant to Section 404 of the Clean Water Act. Existing wetland should be replaced with new wetland habitat, preferably on-site - possibly at the upland margins of the tidal slough that runs east/west along the site's southern boundary. Wetlands should be replaced on a minimum 1:1 basis (FEIR response to comment #55 by William Rogalla). If it is not practicable, the applicant will be required to demonstrate why on-site mitigation is not feasible. A Section 401 Water Quality Certification from the Regional Water Quality Control Board should be obtained. Finding 12.2.2: The City finds that Mitigation Measure 12.2.2 is feasible and required and will reduce the impact to a less than significant level. Impact 12.2.3: Potential disturbance of tidal marsh habitat from human activities. Users of the Bay Trail could have off-leash dogs that would disturb waterfowl. The trail bridge could disturb wildlife because it is located in the marsh. The Parking Structure B lighting could disturb marsh wildlife in the area suggested for wetland mitigation in Impact 12.2.2. Mitigation Measure 12.2.3: Parking Structure B and Buildings 8 and 9 shall shield light from extending off-site. The area upstream of the slough bridge shall be fenced to keep humans and their pets from entering this habitat area. The trail bridge crossing shall minimize fill from 14 145 intruding into the marsh. A California Department of Fish and Game Streambed Alteration Agreement under Sectionl603 of the State Code may be required for the bridge crossing. Signage and waste receptacles shall be employed to protect the tidal marsh. Finding 12.2.3: The City finds that Mitigation Measure 11.2.3 is feasible and required and will reduce the impact to a less than significant level. Impact 12.2.4: Construction could degrade biological resources. Runoff from the construction area could increase turbidity, laden with sediments as well as oil, gasoline and lubricants from construction equipment and litter and dust that could degrade water quality and mudflat areas in the tidal marsh habitat and in the bay. Mitigation Measure 12.2.4: Construction fencing with signage should be placed between the construction zone and the tidal marsh. A qualified biologist should be retained to conduct a training session with supervisory construction personnel and to monitor compliance with the mitigation measures. Finding 12.2.4: The City finds that Mitigation Measure 12.2.4 is feasible and required and will reduce the impact to a less than significant level. Impact 12.2.5: Stormwater and landscape irrigation degradation of water quality. Impervious surfaces will increase runoff and discharge into the tidal marsh and bay at the storm drain outfall proposed in the concrete rip-rap along the shoreline. Contaminants could include heavy metals, lawn-care chemicals, and oils and greases. Mitigation Measure 12.2.5: A Stormwater Pollution Prevention Plan (SWPPP) should be prepared in accordance with RWQCB guidelines and rules. The plan shall provide best management practices (BMPs) to treat runoff. Regulatory approval may be required for the outfall. The SWPPP must demonstrate that Project development would not cause any increase of sedimentation, turbidity, or hazardous materials concentrations within downstream receiving waters. Finding 12.2.5: The City finds that Mitigation Measure 12.2.5 is feasible and required and will reduce the impact to a less than significant level. Impact 12.2.6: Polenlial invasion of exotic plants into buffer areas and the tidal marsh. The Project has the potential to promote the spread of invasive exotic plant species into buffer zones and the tidal marsh. The expansion of current areas of exotic plants will damage habitat values. Mitigation Measure 12.2.6: An exotic vegetation management plan should be prepared, to be supervised by a qualified biologist over an unrestricted period of time. Exotic plants shall be removed annually in accordance with recommendations in the plan. Finding 12.2.6: The City finds that Mitigation Measure 12.2.6 is feasible and required and will reduce the impact to a less than significant level. 15 146 CULTURAL RESOURCES Impact 13.2.2: Potential to damage unknown cultural resources. Excavation could potentially encounter and damage unknown cultural resources. Miligalion Measure 13.2.2: Upon contact with potential buried resources, a qualified cultural resource consultant should evaluate the importance of the find, pursuant to CEQA Guidelines. A mitigation plan and monitoring program should be prepared by a qualified archaeologist, if resources are uncovered. Work should be stopped and the county coroner notified if human remains are found, and the native American Heritage Commission should be contacted if the remains appear to be of Native American origin. Finding 13.2.2: The City finds that Mitigation Measure 13.2.2 is feasible and required, and will reduce the impact to a less than significant level. UTILITIES Impact 14.1.5: Wasteful use of limited water supplies. The Project's water demand could contribute to worsening water shortages throughout the Bay Area and California, particularly if a significant number of R&D industries that locate on the site have high process water demands. Mitigation Measurel4.1.5: Water conservation measures should be followed as set forth in the City's General Plan and East of 101 Area Plan, pursuant to California Assembly Bill 325, which requires the use of low flow plumbing fixtures and drought-tolerant landscaping in new development. Recycled water from R&D processes should be used, whenever feasible. Finding: 14.1.5: .The City finds that Mitigation Measure 14.1.5 is feasible and required, and will reduce the impact to a less than significant level. Impact 14.2.6: Potential failure of aging wastewater pumping facilities: The Project could increase the rate and flow of wastewater beyond the existing reliable capacity of Pump Station No. 4, and cause a potential operational failure. Peak flows could also create the potential for wastewater back-ups if there is a power failure or equipment breakdown at aging Pump Station No. 3. Mitigation Measure 14.2.6: The City should complete the planned upgrade of Pump Station No. 4. The Project sponsors would pay a proportionate share of the costs to increase the capacity of the pump station, the recently replaced sewer on Harbor Way, and additional sewer lines in the East of 101 Area. Pumps and controls and an emergency power generator should be installed at Pump Station No. 3. The Project's fair share of development costs would be determined by the Public Works Dept., based on an East of 101 Sewer Master Plan study that is currently underway by the City's wastewater consultant, Carollo Engineers. 16 147 Finding 14.2.6: The City finds that Mitigation Measure 14.2.6 is feasible and required, and will reduce the impact to a less than significant level. The City finds that 13.2.4, On-site Wastewater Collection describes applicable Uniform Building Code requirements for design of the on-site system - a less than significant impact (see FEIR response to comment 4/63 by William Rogalla. Impact 14.2.7: Potential slructural problems in aging sewer lines. The Project would increase wastewater flows in segments of the gravity sewer system that are subsiding or that may have leaking joints or other forms of deterioration. A major blockage or pipe failure could cause backups or surface discharges. Peak flow rates exceeding allowable pipe capacities would not be acceptable to the City. Mitigation Measure 14.2.7: The sponsor should reconstruct the subsiding portion of the 15 inch Swift Avenue sewer to establish constant pipe slope, inspect the entire system downstream to Station No. 3 and make additional repairs at the direction of the City Engineer, prior to Project completion. If the City Engineer confirms that future peak flow rates would exceed the allowable capacity of any portion of the existing collection system, repairs would include additional collection system capacity. If it could not be confirmed that this capacity would be needed (owing to uncertainties regarding the site's long term development mix and average wastewater generation rates), the sponsor could commit to the construction of the necessary offsite improvements at such time that the Project's measured wastewater flows exceed a predetermined level to be established by the Sewer Master Plan, currently being prepared. Such an arrangement would be contingent upon the City's development and implementation of a reliable wastewater flow monitoring program. Finding 14.2.7: The City finds that Mitigation Measure 14.2.7 is required and feasible based on coordination by the City Engineer, and will reduce the impact to a less than significant level. Impact 14.2.8: Cumulative impacts lo the wastewater treatment and collection systems. The Project's estimated average dry weather wastewater flow equals 26% of the increase in flow projected for "planned industrial" land uses in the East of 101 Area Plan, but its developed square footage represents only about 10.5% of this designation's total area. If this trend continues for other projects, peak wet weather flows could eventually exceed the capacity of the Harbor Way 27 inch gravity sewer and other existing sewers in the East of 101 Area, potentially constraining future development, and additional treatment capacity may be needed sooner than anticipated at the WQCP. Mitigation Measure 14.2.8: A sewer collection model should be developed to identify, prioritize and correct wastewater problems, and to ensure future orderly development throughout the East of 101 area. Benefiting property owners or development sponsors would make fair share contributions as needed to pay all associated modeling and construction costs. In accordance with General Plan policy 5.3-I-7, the City should develop a program that encourages R&D facilities and pharmaceutical manufacturers to reduce wastewater discharged into the collection system. The City should use incentives for recycling and/or pretreatment, and provide assistance in planning these facilities. The City should encourage high volume dischargers to release process wastes over longer periods of time, or during off-peak periods (typically, nighttime). 17 .. Finding 14.2.8: The City finds that Mitigation Measure 14.2.8 is feasible and required, and will reduce the impact to a less than significant level. Impact 14.2.9: Potential collapse of abandoned on-site wastewater collection, water distribution and storm drain facilities. Any lines left in place underneath planned buildings and parking lots could collapse in the future, causing a safety hazard. Ix/litigation Measure 14.2.9: Conduct A geotechnical investigation should be conducted pursuant to East of 101 Plan Area policies GEO-2 and GEO-12, prior to development of each building, to identify if buried utilities, foundations and other fill could cause differential settlement. If manholes, catch basins and the outfall in the upper reaches of the tidal slough are left in place, they should be plugged in accordance with City Engineering Department criteria. Finding 14.2.9: The City finds that Mitigation Measure 14.2.9 is feasible and required, and will reduce the impact to a less than significant level. Section 4. Implementation Schedule and Checklist for Mitigation Monitoring/Reporting A complete description of each mitigation measure is contained in Section 3, "Findings on Significant Impacts of the Proposed Project Identified in the EIR and the Recirculation DEIR." This section lists each mitigation measure in checklist format. The mitigation measures to be implemented by the Project applicants or successors in interest are separated into the following phases: prior to issuance of a grading permit, prior to issuance of a building permit, prior to issuance of a certificate of occupancy, and ongoing requirements. The City-implemented mitigation measures are contained at the end of the following table. The checklist is consistent with the Mitigation Monitoring Program adopted by the City of South San Francisco. 18 149 TIMING OF VERIFICATION Prior to issuance of a grading permit Prior to issuance of a building permit Prior to issuance of a certificate of occupancy Ongoing requirements (annual review TDM) City-implemented measures (Review wastewater) MITIGATION MEASURES 6.4.7 Gert Plan compliance 6.4.8 Parking standard 7.2.2 Dust control 9.2.1 Gen Plan compliance 9.2.2 Gen. Plan compliance 9.2.3 Gen. Plan compliance 9.2.4 Gen. Plan compliance 9.2.5 Gen Plan compliance 9.2.6 Gen Plan compliance 9.2.7 Gen Plan compliance 9.2.8 Gen Plan compliance 10.2.2 Soil Sampling 10.2.3 Soil Mgmt. Plan 11.2.2 SWPPP 12.2.2 Corps coordination 12.2.4 Marsh runoff 12.2.5 SWPPP 14.1.5 Water conservation 4.2.2 TDM program 6.4.2 TDM program 6.4.3 TDM program 6.4.4 TDM program 6.4.5 TDM program 6.4.6 TDM program 7.2.3 TDM program 12.2.3 Marsh protect 6.4.3 TDM program 6.4.4 TDM program 6.4.5 TDM program 6.4.6 TDM program 6.4.7 TDM program 6.4.8 TDM program 7.2.3 TDM program 1.2.2.6 Exotic plants 14.2.6 Pump Station #4 14.2.7 Pump Station #3 14.2.8 Wastewater 14.2.9 Wastewater 19 150 Section 5. Statement of Overriding Considerations CEQA requires the decision-making agency to balance the applicable economic, legal, social, technological or other benefits of a proposed Project against its unavoidable environmental risks in determining whether to approve the Project. If the benefits of the project outweigh the unavoidable adverse effects, those effects may be considered "acceptable" (State CEQA Guidelines Section 15093[a]). To approve the project, decision makers must make a "statement of overriding considerations," setting forth reasons why the particular benefits of a project outweigh the unavoidable adverse effect. A decision-making agency's determination must be supported by substantial evidence in the administrative record (State CEQA Guidelines Section 15093[b]). The City of South San Francisco has prepared and certified an FEIR for the proposed Britannia East Grand Project that satisfies the requirements of CEQA. The fo]lowing adverse impacts of the Project in the South San Francisco area are considered significant and unavoidable, based on the DEIR, FEIR, and the findings discussed previously in Sections 2 and 3 of Exhibit A: Impact 6.4.4: Traffic impacts to three CMP freeway segments. The addition of traffic generated by approved development in the year 2003 Baseline without Project would cause two freeway segments to operate at LOS F. The Project would also cause traffic volumes to exceed capacity on another freeway segment. Mitigation Measure 6.4.4: The Final Environmental Impact Report, which includes the Draft Environmental Impact Report, requires the Project to implement an aggressive Transportation Demand Management Program designed to achieve thirty percent alternative mode use in the Project. The TDM Plan shall contain all Required Measures and Additional Measures contained in the City of South San Francisco's TDM Ordinance, South San Francisco Municipal Code section 20.120. The Project applicant is subject to penalties for non-compliance. Implementation and achievement of thirty percent alternative mode use would lessen the impact but not fully mitigate it to a less than significant level. Therefore, the impact remains significant and unavoidable. Impact 7.2.3 Significant Increase in Regional Air Pollution Emissions. Project vehicular traffic would emit hydrocarbons, oxides of nitrogen and particulate matter over the Bay Area that exceed thresholds established by the BAAQMD. Mitigation Measures 7.2.3: The Project is subject to the City of South San Francisco Zoning Ordinance Chapter 20.120. Chapter 20.120 requires projects requesting an FAR bonus or those generating in excess of 100 vehicle trips daily to prepare and implement a Transportation Demand Management Program designed to obtain a thirty percent (30%) alternative mode usage. However, even if the Project obtained a thirty percent alternative mode usage, the impact to regional air quality would not be reduced to a level of less than significant as indicated in the Project Draft EIR, citing the General Plan Draft EIR 4-73, 4-78 to 4-87, 5-1 and 5-9. Therefore, the impact remains significant and unavoidable. 20 151 Because of the Project's overriding benefits, the City is approving the Project despite the above significant and unavoidable environmental impacts. In deciding to approve the Project, the City has considered both unavoidable and unmitigated significant environmental impact and, although the City believes that both unavoidable impacts identified in the Final EIR will be substantially lessened by the mitigation measures incorporated into the Project, the City recognizes that approval of the Project will result in certain unavoidable and potentially irreversible effects. The City finds that, to the extent the adverse or potentially adverse impacts set forth above have not been mitigated to a less than significant level, specific economic, social, legal, environmental, technological, or other benefits of the Project outweigh its significant effects on the environment. The City finds that any and each of the following considerations, in and of itself, is sufficient to approve the Project despite any one or more of the unavoidable impacts identified, and that each of the overriding considerations is adopted with respect to each of the impacts individually, and that each consideration is severable from any other consideration should one consideration be shown to be legally insufficient for any reason. The following benefits of the Proposed Britannia East Grand Project outweigh the foregoing, unavoidable environmental impacts and support approval of the Project: Implementation of General Plan Goals and Policies. The Project implements the City's vision to redevelop former industrial property into higher and more economically sustainable uses. The existing site, largely vacant and contaminated with both asbestos and lead, will be remediated in accordance with state and federal laws governing environmental remediation. Thereafter, construction of the Project will result in a total of approximately 800,000 gross square feet of mixed office/research and development and biotechnology industries, in nine buildings. Retail and restaurant uses are included as well as an approximately 8,000 square foot childcare facility. Redevelopment of the site will 1 ) facilitate construction of a mixed employment project resulting in increased employment opportunities in the community and 2) make the site more aesthetically pleasing and facilitate completion of a linear park and Bay Trail; and, Employment Benefits: The Project would be a source of office/R&D/biotechnical industries in South San Francisco, generating jobs within nearly 800,000 gross square feet of office/R&D space; and, o Community Recreational Open Space Benefits: The project would provide a 100- foot wide, landscaped linear park along the San Francisco Bay, incorporating a segment of the Bay Trail and other pedestrian amenities within the park. The park will be owned and maintained by the Project sponsors for private and public use; and, 21 Campus Development: The Project site plans include generous open space areas, and pedestrian plazas and paths inter-linking the buildings containing research and development, offices, local serving retail/restaurants, child care facility, and parking structures and lots. These retail, personal services and other amenities would serve the needs of employees in the area during their workday without the need for additional trip generation; and, 5. Economic Benefits: The Project would restore sales tax revenues and increase property and other tax revenues from the Project site to the City; and, Transportation Demand Management. Although the Project will create unavoidable traffic and air quality impacts, the FEIR includes innovative mitigation measures to reduce vehicular trips and air pollution. The measures take the form of a "Transportation Demand Management" program which includes a broad range of incentives for employees to ride-share, vanpool, ride BART, Caltrain, shuttles, and other transit, ride bicycles, or work from home. The Program would be aggressively managed on an ongoing and monitoring basis by "transportation coordinators" to facilitate wide participation; and, Best Use of Existing Property. The Britannia East Grand Project would provide a beneficial mix of office, R&D, biotechnical industries, retail and restaurant employment; redevelopment of a former paint manufacturing site; hazardous materials remediation; pedestrian amenities; and tax revenues, which outweigh the unavoidable environmental impacts. The City Council therefore adopts this Statement of Overriding Considerations for the Britannia East Grand Project. Additionally, because the City has previously made a Statement of Ove~'riding Considerations to.approve the South San Francisco General Plan Update (Dyett & Bhatia, October, 1999) which caused the same unavoidable impacts as the proposed Project, that previous Statement of Overriding Considerations would support approval of this Project. In particular, the General Plan EIR (Dyett & Bhatia, October, 1999) identified measures to mitigate for traffic congestion along US 101 and for regional air pollution, but found that such impacts could not be reduced to less than significant levels. The Britannia East Grand Project would impact some of the same freeway segments that were identified in the General Plan EIR and whose traffic and air quality effects could only be partially mitigated. Therefore, the statement of overriding considerations that was made for approval of the General Plan Update would also apply to action on the Britannia East Grand Project by the City and is re-affirmed and the findings related thereto re-adopted to supplement the record for this Statement of Overriding Considerations for the Britannia East Grand Project. 153 Section 6. Citations City of South San Francisco. Final Environmental Impact Report, General Plan Update, October 1999. Planning Consultant: Dyett & Bhatia, San Francisco CA. City of South San Francisco. Draft Environmental lmpact Report, Britannia East Grand Project, October 2001. Planning Consultant: Richard Morehouse, Morehouse Associates, Corte Madera, CA. City of South San Francisco. Recirculation Draft Environmental Impact Report, Britannia East Grand Project, February 2002. Planning Consultant: Richard Morehouse, Morehouse Associates, Corte Madera, CA. City of South San Francisco. Final Environmental Impact Report, Britannia East Grand Project, April 2002. Planning Consultant: Richard Morehouse, Morehouse Associates, Corte Madera, CA. 23 MITIGATION MONITORING PROGRAM Britannia East Grand Project (Fuller O'Brien Property) City of South San Francisco April, 2002 Pursuant to California Public Resources Code, Section 21081, public lead agencies must adopt a program to monitor the mitigation of significant environmental effects. The program must be adopted, in this case, when and if the City Council and Redevelopment Agency certifies the Final EIR and approves the Project, or alternative project. A monitoring and reporting program must be defined to implement the mitigation measures outlined for each significant adverse impact identified in the EIR. Other recommended conditions identified for less than significant impacts are not subject to the requirements of PRC 21081. However, some measures for less than significant impacts are identified as potential conditions for Project approval. Mitigation Monitoring Programs are summarized in the table below. The Draft EIR (Chapters 4 through 14) provides more detailed explanations of impacts and mitigation measures. Some of the responses to comments in the Final EIR include minor changes to the mitigation measures discussed in the Draft EIR. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 4.2.2 The square footage of development exceeds the allowed square footage in the General Plan. Allow a bonus floor area ratio of 0.20 for Business and technology Park uses, as allowed by the General Plan. The bonus would be justified by developer commitments to feasible vehicular trip reduction and other Transportation Demand Management measures as defined in Table 6.10 - a menu of TDM mitigation measures - and C/CAG Guidelines. The Project will be required to achieve an alternative mode use of 30% to qualify for the proposed FAR bonus. Project Applicants and independent TDM consultant and the City of South San Francisco Planning Division. At the PUD and Use Permit, General Plan Amendment, Development Agreement approval stage, and in annual and tri- annual surveys and thereafter for compliance with the final TDM Plan. Marty Van Duyn, Community Development Director. 155 Draft Mitigation Monitoring Program I Morehouse Associates / April 2002 Less than Significant Impact: Condition: Responsible Party: When to Accomplish: Who to Verify: Section 4.3.9 Consistency of Proposed Linear Park and Path Along the Bay Front, with the Policies of BCDC for the 100 Foot Shoreline Band and Bay Trail. Contribute its fair share towards the expense of the proposed Bay Trail bridge between MRFFFS and the Project site, its design and maintenance as a condition of approval (FEIR Response to Comment #1, letter from Anne E. Mudge). Project Applicants. When approved by the City and BCDC Major Permit Marly Van Duyn, Community Development Director. · Significant Impact: ~ Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 6.4.3. The Project exceeds 100 vehicular trips during peak hours. The Project sponsors shall implement a Transportation Demand Management (TDM) program using programs acceptable to C/CAG. These programs, once implemented, must be on-going for the occupied life of the development. The C/CAG guidelines specify the number of trips that may be credited for each TDM measure. Project Applicants and independent TDM consultant. Submit an Annual Survey and three-yearly survey on the anniversary of issuance of certificates of occupancy, for compliance with the final TDM plan, consistent with TDM Chapter 20.120.100 Monitoring and Enforcement. City of South San Francisco Planning Division. · Significant Impact: ~ Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 6.4.4 The Project would contribute traffic to three CMP freeway segments with total traffic exceeding segment capacity. The Project sponsors shall implement a Transportation Demand Management (TDM) program to minimize potential increases in freeway traffic. The TDM Ordinance requires the applicant prepare and administer a TDM Plan designed to achieve 30% alternative mode use. No Deficiency Plan would be required based on exclusion of interregional traffic. Project Applicants and independent TDM consultant. Submit an Annual Survey and three-yearly survey on the anniversary of issuance of certificates of occupancy, for compliance with the final TDM plan, consistent with TDM Chapter 20.120.100 Monitoring and Enfomement. City of South San Francisco Planning Division. 156 Draft Mitigation Monitoring Program 2 Morehouse Associates / April 2002 · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 6.4.5 Decline in LOS below Level "D" at four inlersections for year 2003 Baseline Plus Project traffic. The Project shall implement a Transportation Demand Management (TDM) program consistent with the proposed City of South San Francisco TDM Ordinance. Project developers shall also participate in the funding of physical transportation improvements identified in the East of 101 Transportation Improvement Program, which would improve operations to LOS D or better. The Project shall contribute a proportionate amount to the cost of improvements at the four intersectiOns specifically impacted by Project traffic. Project Applicants and independent TDM consultant. Submit an Annual Survey and three-yearly survey on the anniversary of issuance of certificates of occupancy, for compliance with the final TDM plan, consistent with TDM Chapter 20.120.100 Monitoring and Enforcement. Funding of improvements shall occur pursuant to the terms of the Transportation Improvements Program and the Final Development Agreement City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Yerify: Section 6.4.6. Decline in LOS below "D" at eight intersections for cumulative Year 2020+Baseline Plus Project traffic. The Project shall implement a Transportation Demand Management (TDM) program consistent with the proposed City of South San Francisco TDM Ordinance. Project developers shall also participate in the funding of physical transportation improvements identified in the East of 101 Transportation Improvement Program, which would improve operations to LOS D or better. The Project shall contribute a proportionate amount to the cost of improvements at the eight intersections specifically impacted by Project traffic. Project Applicants and independent TDM consultant. Submit an Annual Survey and three-yearly survey on the anniversary of issuance of certificates of occupancy, for compliance with the final TDM plan, consistent with TDM Chapter 20.120.100 Monitoring and Enforcement. Funding of improvements shall occur pursuant to the terms of the Transportation Improvements Program and the Final Development Agreement City of South San Francisco Planning Division. 157 Draft Mitigation Monitoring Program 3 Morehouse Associates / April 2002 Less Than Significant lmpact: Condition: Responsible Party: When to Accomplish: Who to Verify: Unnumbered Section identified in Response to Comment//2 in Letter #1 from Jean C.R. Finney, Caltrans District 4, in which the Project would contribute approximately 40% of added A.M. peak hour traffic on eastbound Grand Avenue at the East Grand Ave. overcrossing. Contribute the full cost of design and construction of the second right-turn lane and associated traffic signal revisions on East Grand Avenue at the East Grand Avenue overcrossing. Project Applicants. Submit an Annual Survey and three-yearly survey on the anniversary of issuance of certificates of occupancy, for compliance with the final TDM plan, consistent with TDM Chapter 20.120.100 Monitoring and Enforcement. Funding of improvements shall occur pursuant to the terms of the Transportation Improvements Program and the Final Development Agreement City of South San Francisco Planning Division. · Significant lmpact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: 6.4.7. The Project would eliminate a proposed public street connection from the General Plan. Amend the General Plan to eliminate East Grand Avenue as a public street through the site, connecting to the Genentech R&D campus. Rather, the Project shall provide an emergency access route to the northeast comer of the Project site, where it will connect to Point San Bruno Blvd. at the Genentech property line. City of South San Francisco Planning Division. At the General Plan Amendment stage. Marry Van Duyn, Community Development Director · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 6.4.8. Parking provisions do not meet City standards. The City of South San Francisco shall apply reduced parking standards of one parking space per 331 gross square feet of office/R&D space (3.02 parking spaces per 1,000 square feet), or 242 fewer spaces than required by current zoning, consistent with General Plan policies for projects that have agreed to implement trip reduction methods. The reduced parking standards will help to support the TDM program and will be consistent with the proposed parking supply. Planning Commission approval of reduced parking standards, subject to a Use Permit. Submit an Annual Survey and three-yearly survey on the anniversary of issuance of certificates of occupancy, for compliance with the parking standards in the final TDM plan, consistent with TDM Chapter 20.120.100 Monitoring and Enforcement. City of South San Francisco Planning Division. Draft Mitigation Monitoring Program 158 4 Morehouse Associates / April 2002 Significant Impact: Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 7.2.2 Construction dust. Incorporate dust control measures recommended by the Bay Area Air Quality Management District (BAAQMD) in a Soils Management Plan and Health and Safety Plan. Developers. During grading and excavation and whenever soils are exposed. City of South San Francisco Planning Division. · Significant lmpact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 7.2.3 Significant increase in regional air pollution emissions. Implement a Transportation Demand Management (TDM) program designed to attain a 30% employee alternative mode usage. The TDM requirements would reduce daily trip generation and regional emissions by 10 - 15%, but the impact to regional air quality would still remain significant and unavoidable. Project Applicants and independent TDM consultant. Submit an Annual Survey and three-yearly survey on the anniversary of issuance of certificates of occupancy, for compliance with the final TDM plan, consistent with TDM Chapter 20.120.100 Monitoring and Enforcement. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 9.2.1 Potential instability of fill soil and bay mud. Conduct a geotechnical investigation of fill soils at each proposed building location, as the basis for grading, site preparation and foundation design, pursuant to East of 101 Area Plan Policies GEO- l, -2, -3, -5, -6 and -12. Project Applicants conduct geotechnical investigation and engineering design. Prior to issuance of approved grading permit. City of South San Francisco Planning Division. 159 Draft Mitigation Monitoring Program 5 Morehouse Associates / April 2002 · Significant lmpact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 9.2.2 Potential for static or seismically-induced landslides. Conduct the geotechnical investigation to determine the stability of existing and proposed slopes, and the stability of all proposed excavations. Determine the potential for slope failure where seepage exists and methods to minimize it, particularly behind the proposed childcare center. Recommend appropriate shoring systems. Comply with East of 101 Area Plan Policies GEO-7, -8, and -9. Project Applicants conduct geotechnical investigation and engineering design. Prior to issuance of approved grading permit. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 9.2.3 Potential for strong ground shaking, causing impacts to humans and property. Incorporate geotechnical investigation findings into the design of structures in accordance with the requirements of the 1997 Uniform Building Code. Comply with East of 101 Area Plan Policies GEO- 2, and -12. Project Applicants conduct geotechnical investigation and engineering design. Prior to issuance of approved grading permit. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 9.2.4 Inconsistency between the Project and a policy minimizing grading. Conduct the geotechnical investigation to reduce the steepness of possible cut slopes, or demonstrate that cuts steeper than 30% would be necessary to reduce potential damage to less than significant levels, pursuant to East of 101 Area Plan Policies GEO- 1 through -12. Project Applicants conduct geotechnical investigation and engineering design. Prior to issuance of approved grading permit. City of South San Francisco Planning Division. 160 Draft Mitigation Monitoring Program 6 Morehouse Associates / April 2002 · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 9.2.5 Potential for liquefaction, liquefaction-induced ground failure, and lateral spreading. Evaluate the potential for liquefaction at each proposed building during the geotechnical investigation, and carry out East of 101 Area Plan Policies GEO-10 and -1 1. Project Applicants conduct geotechnical investigation and engineering design. Prior to issuance of approved grading permit. City of South San Francisco Planning Division. · Significant lmpact: · Mitigalion Measure: Responsible Party: When to Accomplish: Who to Verify: Section 9.2.6 Potential presence of expansive soil that can damage foundations. Where expansive soils are identified in the geotechnical Investigation, implement East of 101 Area Plan Policies GEO-2 and -12, and comply with the relevant provisions of the Uniform Building Code. Implement other measures including application of lime to the expansive soils, replacement of expansive soils with imported select fill, and application of corrosion-resistant coatings to buried steel elements. Project Applicants conduct geotechnical investigation and engineering design. Prior to issuance of approved grading permit. City of South San Francisco Planning Division. · Signifi~:ant Impact: · Mitigation Measure: Responsible Party: When to Accomp]ish: Who to Verify: Section 9.2.7 Potential differential settlement on sites where buildings are demolished. Complete the geotechnical investigation pursuant to East of 101 Area Plan Policies GEO-I and -2, with recommendations for site grading, fill placement and foundation construction in areas susceptible to differential settlement. The impact of possible human exposure to hazardous materials buried on site is discussed in Chapter 10 Human Health, Section 10.2.2. Project Applicants conduct geotechnical investigation and engineering design. Prior to issuance of approved grading permit. City of South San Francisco Planning Division. 161 Draft Mitigation Monitoring Program 7 Morehouse Associates / April 2002 · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 9.2.8 Potential childcare facility exposure to geologic and seismic safety risks. Implement East of 101 Area Plan Policies GEO-I, -2, -7, -9, -10 and -1 1, or relocate the childcare facility to a more central location in the Project, free of the hazards that potentially exist at the proposed site, pursuant to a Development Agreement. Project Applicants conduct geotechnical investigation. Prior to approval of a Final Development Agreement and issuance of an approved grading permit. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 10.2.2. Exposure of construction workers or the public to contaminated soil and naturally-occurring asbestos in serpentinite rock. Prepare a Soil Management Plan and Health and Safety Plan approved by DTSC prior to any construction or demolition within the currently capped area of the site, which will occur during Phase 2. Control dust. Require training of construction workers. The Soil Management Plan shall be implemented for disturbance of Serpentinite soil during phase I. The entire site should be capped by paving, buildings or clean soil. Project Applicants. Prior to issuance of an approved Soil Management Plan and Health and Safety Plan by DTSC and grading plan approved by the City. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 10.2.3 Exposure of children at the childcare center to contaminated soil and naturally-occurring asbestos when the center is operating. Broaden the Dept. of Toxic Substances Control deed restriction to allow the childcare center based upon soil sampling at the site and a health risk assessment. If the assessment determines that concentrations of contaminants in soil in the area of the childcare center potentially result in unacceptable levels of risk, additional soil corrective measures or modifications to the Master Plan would be necessary. (see Chapter 19 Alternatives). Comply with requirements of San Mateo County Health Services Agency with respect to potential exposure of children to contaminated soil. Project Applicants to DTSC and SMCHSA. Prior to issuance of an approved grading plan. City of South San Francisco Planning Division. 162 Draft Mitigation Monitoring Program 8 Morehouse Associates / April 2002 · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 11.2.2 Potential water quality degradation. Obtain a USEPA National Pollution Discharge Elimination System (NPDES) permit, administered by the San Francisco Bay Regional Water Quality Control Board (RWQCB). The terms of the permit require Applicants to prepare a Storm Water Prevention Plan (SWPPP) that demonstrates that project development would not cause any increase of sedimentation, turbidity, or hazardous materials concentrations within downstream receiving waters. Project Applicants for NPDES permit and SWPPP. Prior to issuance of an approved grading plan. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 12.2.2 Loss of 0.25 acres (reduced from 0.35 acres in FEIR Response to Comments) of perennial marsh habitat. Prepare a wetland delineation for the perennial wetland by the Corps of Engineers methodology. Obtain a permit from the Corps for filling wetlands, pursuant to Section 404 of the Clean Water Act. Obtain a Section 401 Water Quality Certification from the Regional Water Quality Control Board. Demonstrate why avoidance of some or all of the wetlands is not practicable, based upon cost, logistics and/or technology criteria. Replace existing wetland with new wetland habitat at a minimum ratio of 1:1, preferably on-site - possibly at the upland margins of the tidal slough that runs east/west along the site's southern boundary. If it is not practicable, the applicant will also be required to demonstrate why on-site mitigation is not feasible. Project Applicants to Corps of Engineers and Regional Water Quality Control Board. Prior to issuance of an approved grading plan. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 12.2.3. Potential disturbance of tidal marsh habitat from human activities associated with the Project. Parking Structure B and Buildings 8 and 9 shall shield light from extending off-site. The area upstream of the slough bridge shall be fenced to keep humans and their pets from entering this habitat area. The trail bridge crossing shall minimize fill from intruding into the marsh. A California Department of Fish and Game Streambed Alteration Agreement under Sectionl603 of the State Code may be required for the bridge crossing. Signage and waste receptacles shall be employed to protect the tidal marsh. Project Applicants to CDFG. Prior to issuance of an approved grading plan. City of South San Francisco Planning Division. Draft Mitigation Monitoring Program 9 Morehouse Associates / April 20021 6 3 · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 12.2.4. Project construction activities could degrade biological resources in the vicinity of the Project. Place construction fencing with signage between the construction zone and the tidal marsh. Retain a qualified biologist to conduct a training session with supervisory construction personnel and to monitor compliance with the mitigation measures. A dust control plan shall be implemented consistent with Chapter 7 Air Quality, and a Stormwater Pollution Prevention Plan (SWPPP), consistent with Chapter 11 Drainage and Water Quality. Project Applicants and a City-approved biologist. Prior to issuance of an approved grading plan. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 12.2.5. Stormwater and landscape irrigation runoff from the operating Project could degrade water quality in the tidal marsh habitat and in the bay. Prepare a Stormwater Management Plan (SWMP) in accordance with RWQCB guidelines and rules. The plan shall provide best management practices (BMPs) to treat runoff. Regulatory approval may be required for the outfall. The SWMP must demonstrate that Project development would not cause any increase of sedimentation, turbidity, or hazardous materials concentrations within downstream receiving waters. See also mitigation measures for Section 11.2.2. Project Applicants for SWMP and for NPDES permit and SWPPP, incorporating BMPs. Prior to issuance of an approved grading plan. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 12.2.6. The Project has the potential to promote the spread of invasive exotic plant species into buffer zones and the tidal marsh area. Prepare an exotic vegetation management plan for preserved and mitigation wetlands, to be supervised by a qualified biologist over an unrestricted period of time. Exotic plants on the list prepared by the California Exotic Pest Plant Council shall be removed annually in accordance with recommendations in the plan. Project Applicants for the vegetation management plan Prior to issuance of an approved grading plan. City of South San Francisco Planning Division. 164 Draft Mitigation Monitoring Program 10 Morehouse Associates / April 2002 · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 13.2.2. Potential to damage unknown cultural sites and artifacts during Project construction, Upon contact with potential buried resources, a qualified cultural resource consultant should evaluate the importance of the find, pursuant to CEQA Guidelines. Prepare a mitigation plan and monitoring program by a qualified archaeologist if resources are uncovered. Stop work and notify the county coroner if human remains are found, and contact the native American Heritage Commission if the remains appear to be of Native American origin. Project Developers. During grading, excavation, and construction of foundations and utilities. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 14.1.5. Wasteful use of limited water supplies. Incorporate water conservation measures set forth in the City's General Plan and East of 101 Area Plan, pursuant to California Assembly Bill 325, which requires the use of low flow plumbing fixtures and drought-tolerant landscaping in new development. Encourage recycling water used in R&D processes, whenever feasible. City of South San Francisco Public Works Department. Before the proposed Project is connected to the City's wastewater collection system. City of South San Francisco Planning Division. 165 Draft Mitigation Monitoring Program ] I Morehouse Associates / April 2002 Less than Significant Impact: Condition: Responsible Party: When to Accomplish: Who to Verify: Section 14.2.4. Clarification that the collection system will be designed, built and maintained by the applicant. Design and build on-site wastewater collection system to UBC requirements, specified in response to comment #63 of the FEIR. The UBC requires gravity sewers to be installed with a minimum 2 percent slope, which would result in a fall of approximately 28 feet from the building at the east end of the north road and 18 feet from the building at the east end of the south road. The City's existing sewer line is not deep enough to accommodate this much fall (plus 3 feet of cover above the new sewers) from the buildings' proposed finished floor elevations, so City officials expect that an on-site pumping station would be needed.~ This station, which would also be constructed by the applicant and maintained by future property owners, would collect gravity sewer flows from throughout the site and pump them into the City's collection system. The station would have to be designed with sufficient pumping capacity to meet all peak flow requirements, with one pump out of service, and it would need to have an emergency, stand-by power supply? City of South San Francisco Public Works Department. At the Project and building design stage. City of South San Francisco Planning Division. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 14.2.6. Potential failure of aging wastewater pumping facilities. The City should complete the planned upgrade of Pump Station No. 4. The Project sponsors would pay a proportionate share of the costs to increase the capacity of the pump station, the recently replaced sewer on Harbor Way, and additional sewer lines in the East of 101 Area. Pumps and controls and an emergency power generator should be installed at Pump Station No. 3. The Project's fair share of development costs would be determined by the Public Works Dept., based on an East of 101 Sewer Master Plan study that is currently underway by the City's wastewater consultant, Carolio Engineers. City of South San Francisco Public Works Department. Before the proposed Project is connected to the City's wastewater collection system. City of South San Francisco Planning Division. Jim Kirkman,, City of South San Francisco Fire PreventionfBuilding Division, personal communication, December 12, 2001. Ray Honan, City of South San Francisco, personal communication, December 13, 2001. 166 Draft Mitigation Monitoring Program 12 Morehouse Associates / April 2002 · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 14.2.'/. Potential structural problems in aging sewer lines. The developer should reconstruct the subsiding portion of the 15 inch Swift Avenue sewer to establish constant pipe slope, inspect the entire system downstream to Station No. 3 and make additional repairs at the direction of the City Engineer, prior to Project completion. If the City Engineer confirms that future peak flow rates would exceed the allowable capacity of any portion of the existing collection system, repairs would include additional collection system capacity. If it could not be confirmed that this capacity would be needed (owing to uncertainties regarding the site's long term development mix and average wastewater generation rates), the developer could commit to the construction of the necessary offsite improvements at such time that the Project's measured wastewater flows exceed a predetermined level to be established by the Sewer Master Plan currently being prepared. Such an arrangement would be contingent upon the City's development and implementation of a reliable wastewater flow monitoring program. Project developers in contact with the City Engineer and Dept. of Public Works. Before the proposed Project is connected to the City's wastewater collection system. City of South San Francisco City Engineer. · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: Section 14.2.8 Cumulative impacts to the wastewater treatment and collection systems. Develop a sewer collection model to identify, prioritize and correct wastewater problems, and to ensure future orderly development throughout the East of 101 area. Benefiting property owners or development sponsors would make fair share contributions as needed to pay all associated modeling and construction costs. In accordance with General Plan policy 5.3-1-7, the City should develop a program that encourages R&D facilities and pharmaceutical manufacturers to reduce wastewater discharged into the collection system. The City should use incentives for recycling and/or pretreatment, and provide assistance in planning these facilities. The City should encourage high volume dischargers to release process wastes over longer periods of time, or during off- peak periods (typically, nighttime). Project Engineer with fair share funding by the developer. Before the proposed Project is connected to the City's wastewater collection system. City of South San Francisco City Engineer. 167 Draft Mitigation Monitoring Program 13 Morehouse Associates / April 2002 · Significant Impact: · Mitigation Measure: Responsible Party: When to Accomplish: Who to Verify: 14.2.9 Potential collapse of abandoned on-site wastewater collection, water distribution and storm drain facilities Conduct a geotechnical investigation pursuant to East of 101 Plan Area policies GEO-2 and GEO-12, prior to development of each building, to identify if buried utilities, foundations and other fill could cause differential settlement. If manholes, catch basins and the outfall in the upper reaches of the tidal slough are left in place, they should be plugged in accordance with City Engineering Department criteria. See also Section 9.2.7 Potential Differential Settlement on Sites where Buildings are Demolished. Project Applicants conduct geotechnical investigation and engineering design. Prior to issuance of an approved grading plan. City of South San Francisco City Engineer. Morehouse Associates. FullerFEIRmmp Draft Mitigation Monitoring'Program ] 4 Morehouse Associates/April 2002 RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESO1.UTION APPROVING GENERAL PLAN AMENDMENT GP-01- 006 TO DELETE THE PROPOSED EAST (;RAND AVENUE EXTENSION TO POINT SAN BRIINO BOULEVARD. WHEREAS, the South San Francisco Planning Commission held duly noticed public hearings on March 7, 2002 and April 4, 2002; and, WHEREAS, the Planning Commission, after hearing testimony and reviewing evidence related to the proposed General Plan Amendment, recommended that the City Council approve General Plan Amendment 01-006 by a 6-1 vote; and, WHEREAS, the City Council of the City'of South San Francisco held a duly noticed public hearing on April 24, 2002, to hear testimony and review written materials that analyze the effect of the proposed General Plan Amendment; and, WHEREAS, the City Council has independently reviewed the General Plan, as adopted and amended on October 13, 1999, the East of 101 Area Plan and other written materials including staff reports and the minutes of the March 7, 2002 and April 4, 2002 public hearings of the Planning Commission; and, WHEREAS, based on the testimony and materials received at the April 24, 2002, duly noticed public hearing, the City Council hereby makes the following findings in support of the request for approx;al of a General Plan Amendment to modify policy 4.2-I-2, and amend the Land Use Diagram to delete the proposed East Grand Avenue Extension to Point San Bruno Boulevard: o An Environmental Impact Report was prepared for the project which fully analyzed potential environmental impacts. The EIR finds that deletion of the proposed roadway extension would not have a significant impact on the environment so long as an emergency access road to the northeast corner of the Project site is provided where it may be connected to Point San Bruno Boulevard and the Genentech research and development campus, as identified in the project plans. Deletion of the public roadway, in favor of an emergency access road would allow the project to be developed as a more unified campus, in support of General Plan Policy 3.5-G-3 and East of 101 Area Plan Policy LU-16, by retaining a smaller appropriate scale to the circulation system while consistent with the needs of the area. 169 NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves GP-01-006 as outlined in Exhibit A. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. 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 ,2002 by the following vote: AYES: NOES: ABSTAIN: ABSENT: F:\file cabinet\Current Reso's\GP-01-006 CCreso 4-2402kaj_.doc ATTEST: City Clerk 17i) GP-01-006 Attachment I Location of the East Grand Avenue Extensi on to be Removed 171 GP-01-006 Attachment 2 IMPLEMENTING POLICIES: STREET SYSTEM AND STANDARDS OF SERVICE Street System and Improvements 4.2-I-2 Undertake street improvements identified in figures 4-1 and 4-2. Improvements identified include: Connection between Hillside Boulevard and El Camino Real near the BART station (see Chapter 3 for policies for pedestrian-oriented nature of the segment near the BART slation). Arroyo Drive/Oak Avenue connection. This short connection will relieve pressure off the Chestnut Avenue/El Camino Real intersection. Signal coordination will help to ensure that El Camino Real traffic flow is not impeded. Mission Road exlension from Chestnut Avenue to South Linden Avenue extension. This will be on the BART right-of-way. The General Plan proposes additional uses for the right-of-way--a bikeway and a linear park as wellma coordinated design strategy and joint efforts by the Public Works and Parks and Recreation departments will be needed. Myrtle Avenue extension to South Linden Avenue. This will run parallel (on the north side) of the former Zellerbach Paper plant. Alignment study will be needed, and some small existing structures may need to be removed. South Maple Avenue extension to Noor Avenue at Huntington Avenue. While this connection is short and within the City limits, it may be viable only at the time of redevelopment of the site along Browning Way (designated for high-intensity office development, as it is adjacent to the San Bruno BART Station). This connection should be a condition of redevelopment of sites in the area. South Linden Avenue extension to Sneath Lane. This would dramatically increase access 1o Lindenville and enable trucks to get to 1-380 without going through Downtown. This connection is also extremely critical to ensure connection between Downtown and the (San Bruno) BART Station. Railroad Avenue extension from South Linden Avenue to East Grand Avenue, following the general alignment of an abandoned railroad right-of-way. This would be the first non- freeway related connection between the areas east and west of U.S. 101. The street will 9 go under U.S. 101. Eilher a depressed intersection at Railroad Avenue or an elevmed section that goes above the Caltrain tracks would be needed. This will probably be an expensive improvement ($15-20 million), requiring detailed studies. However, it is expected to accommodate more than 20,000 trips per day and existing structures will not need to be removed. Consideration should begiven to providing a bikeway in conjunction with the street design. to thc Southern Victory Avenue extension from South Linden Avenue to South Airport Boulevard. This will need to be undertaken in conjunction with deve]opmen! of the regional commercial facilities designated on the General Plan Diagram. New inlerchange at Victory Avenue and U.S. 101. This will provide direct connection between LJndenville and U.S. 101, and be the primary truck ingress/egress point in South San Francisco, obviating the need for trucks to negotiate Downtown streets. As with Victory Avenue exlension, development will need to occur in conjunction with development of regional commercial facilities. Produce Avenue exlension to Shaw Road. This will nm parallel to U.S. 101 on the western side. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLI !TION APPROVING PIJD-()l-006, UP-014)06 AND DR-014)06 TO ALLOW DEVELOPMENT OF A 26.9 ACRE OFF1CFJRESI~RCH AND DEVELOPMENT CAMPIJS ON A SITE 1,OCATED AT THE EASTERLY TERMINUS OF EAST (;RAND AVFN1117. IN TMI:. P-1 Pl .ANNF. D 1ND1 l,qTrl Al. 7,(')NF. Dl~qq'RllTl' WHEREAS, the South San Francisco Planning Commission held duly noticed public hearings on March 7, 2002 and April 4, 2002, and after considering all testimony and written materials constituting the record for the Project, recommended by a 7-0 vote that the City Council approve PUD-01-006, UP-01-006, DR-01-006 and adopt an ordinance approving the Development Agreement for the Project; and, WHEREAS, the South San Francisco City Council held a duly noticed public hearing on April 24, 2002; and, WHEREAS, on April 24, 2002, the City Council made findings and certified EIR No. 01-006 for the Br/tannia East Grand Project, including a Statement of Oven'/ding Considerations related thereto; and, WHEREAS, as required by the "Use Permit Procedure" (SSFMC Chapter 20.81), the "Planned Unit Development Procedure" (SSFMC Chapter 20.84), and the "Design Review Procedure" (SSFMC Chapter 20.85) the City Council makes the following findings in support of the request to approve a Master Plan for a 758,533 square foot office/R&D campus with ancillary childcare center, fitness center and retail/restaurant space on a 26.9 acre site located at the easterly terminus of East Grand Avenue, and which includes requested exceptions for number of parking spaces. These findings are based on public testimony and the materials submitted to the City of South San Francisco Planning Commission and/or City Council which include, but are not limited to: "Master Site Plan" and the "Site Plan, Phase I and Phase 2," Sheet No. Al.l, "Conceptual Building Design Guidelines," "Schematic Landscape Plan," and preliminary grading and utility plans dated May 4, 2001, prepared by DES Architects/Engineers; Floor plans and elevations for Buildings I & 2, and Parking Garage A dated 8-3-01, floor plans and elevations for Building 3 dated September 7, 2001, and floor plans and elevations for Buildings 4, 5, 6, 7, 8, & 9 dated October 5, 2001, prepared by DES Architects/Engineers; "Preliminary Transportation Demand Management Program," dated March 7, 2002, prepared by Sequoia Solutions Consulting; Britannia East Grand Environmental Impact Report (Draft EIR, Recirculation Draft EIR and Final EIR Response to Comments); minutes of the August 21, 2001, September 18, 2001 and October 16, 2001 Design Review Board meetings; Planning Commission staff reports dated November 15, December 20, 2001, and January 17, March 7 and April 4, 2002; and testimony received at the November 15, December 20, 2001, and January 17, March 7 and April 4, 2002 Planning Commission meetings; materials and documents submitted to the City Council at its April 24, 2002, public hearing; and testimony, staff reports and other evidence received at the duly noticed public hearing of the City Council on April 24, 2002: 174 The subject site is physically suitable for the type and intensity of the land use being proposed. The suitability of the site for development was analyzed thoroughly in the environmental document prepared for the project. Subject to approval of General Plan Amendment GP-01-006, the project is consistent with the General Plan which designates the property for a mix of Business and Technology Park and Coastal Commercial. Office/R&D use is considered an appropriate use under this designation. Additionally, the category provides for a floor area ratio (FAR) of .50, with permissible increases to a maximum FAR of 1.0 based on implementation of a Transportation Demand Management (TDM) program as outlined in the City's TDM Ordinance. The proposed FAR of .67 requires that the applicant prepare, implement and maintain a TDM Plan designed to achieve a 30% shift to alternative modes of travel other than single occupant vehicles. The following policies specifically support the proposed project: Guiding Policy 3.5-G-3 - Promote campus-style biotechnology, high- technology, and research and development uses. 3.5-I-8 - Encourage the development of employee-serving amenities with restaurants, cafes, support commercial establishments... o The proposed project is consistent with the East of 101 Area Plan which the General Plan identifies as the guide for detailed implementation of General Plan policies. Policy LU-I 6 supports development of campus settings and promotes the concept of "Master Plans," including facility wide development standards, for sites of 20+ acres. In addition, the proposed project is consistent with the Design Policies of the East of 101 Area Plan, and specifically with Policy DE-22, which specifies that on-site open space should serve as a unifying element, by connecting separate buildings and providing usable employee spaces. .. With the exception of parking, the proposed project meets or exceeds the minimum standards and requirements of the City's Zoning Ordinance which designates the site P-1 Planned Industrial. The exception for the number of parking spaces is warranted based on the following: ao The planned unit development is of a superior quality which offsets any potential adverse impacts of the requested parking space reduction. The Design Review Board and the Planning Commission find the proposal of very high quality in terms of architecture, building materials, site design and provision of on-site amenities including a childcare facility, retail and restaurant space and a health club. 175 bo Co do eo fo The parking exception will result in a project of superior design or will otherwise be of general benefit to the community. The parking exception will serve to support and promote the TDM program required of the project. The parking exception will not be unreasonably detrimental to the health, safety, welfare, comfort or convenience of persons working in the vicinity of the project. The proposed parking supply of 3.1 spaces per 1,000 sf for all uses on the site is not anticipated to result in a shortfall of on-site parking or create the need for overflow parking off-site. The parking ratio is identical to standards in operation within the Gateway Specific Plan District where no parking deficiencies have been identified. In addition, the parking ratio is supported by studies from the Institute of Transportation Engineers which identify an average need of 2.79 parking spaces per 1,000 square feet of office space, and which support a lower ratio for research and development use based on its lower employment densities. The parking standards proposed will be adequate for the proposed uses because of the offered alternative solutions for providing and managing parking. The project is required to implement a Transportation Demand Management Program on an on-going basis over the life of the project with a required alternative mode shift of 30%. The aggressive TDM requirements required of the project, the fact that similar reduced standards have been accepted and/or successfully applied within several large campus developments in the city, including the Gateway Specific Plan District, Bay West Cove Specific Plan District and the Genentech Campus, and the studies from the Institute of Transportation Engineers (1TE) all support a reduced parking standard. The reduced parking rate reinforces the overall efforts of the City's General Plan and the Transportation Demand Management Ordinance which encourage reduced parking standards as an effective tool in encouraging use of alternative modes of transportation other than single occupancy vehicles. The number of parking spaces provided by the reduced standard will serve all existing, proposed and potential uses as effectively and conveniently as would the standard number of parking spaces required by Chapter 20.74. As described above, there is ample evidence to support the proposed parking reduction, and there is added concern that an overabundance of parking could have a deleterious effect on the goals and objectives of the City's TDM efforts since such would serve as a disincentive to use of alternative modes of transportation. 5. Transportation Demand Management o ao The proposed TDM measures are feasible and appropriate for the project, considering the proposed use or mix of uses and the project's location, size and hours of operation. Sufficient measures have been included in the plan to achieve a projected 30% alternative mode usage, as required. bo The performance guarantees provided in the plan will ensure that the target 30% alternative mode use will be achieved and maintained. Conditions of approval have been included to require that the Final TDM Plan, which must be submitted for review and approval prior to issuance of a building permit, shall outline the required process for on-going monitoring including annual surveys and triennual repons. Additionally, the applicant shall be required to reimburse the City for program costs associated with monitoring and enforcing the TDM program. The proposed project is consistent with the goals and objectives of the Redevelopment Program for the Downtown/Central Redevelopment Project Area, and specifically with the following: ao To create and develop local job opportunities and to preserve the area's existing employment base. b. To replan, redesign and develop areas which are stagnant or improperly used. An Environmental Impact Report has been prepared for the project in accordance wit"h the provisions of CEQA. Mitigation measures have been incorporated into the project which will reduce all but two identified impacts to a less than significant level. The City Council must adopt the required findings of Section 15091 of the State CEQA Guidelines for two of the Project's significant environmental effects, which effects cannot be reduced to an acceptable level, with regard to air quality and transportation impacts. The proposal will not be adverse to the public health, safety, or general welfare of the community, or unreasonably detrimental to surrounding properties or improvements. Subject to minor modifications, included as conditions of approval, the proposal complies with the City's Design Guidelines. NOW, THEREFORE, BE ri' RESOLVED that the City Council hereby approves PUD-01- 006, UP-01-006 and DR-01-006 subject to the Conditions of Approval contained in Exhibit A. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. 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 ,2002 by the following vote: AYES: NOES' ABSTAIN: ABSENT: ATTEST: F:\file cabinet\Curren! Reso's\PUD-01-006 and DA CCreso 4-24-02_Kaj_.doc City Clerk 178 EXHIBIT A CONDITIONS OF APPROVAL PUD/UP/DR-01-006 (April 4, 2002 as recommended by the Planning Commission on April 4, 2002 to City Council) A. Planning Division requirements shall be as follow: The project shall be constructed substantially as indicated on the attached "Master Site Plan" and the "Site Plan, Phase 1 and Phase 2", Sheet No. A1.1, "Conceptual Building Design Guidelines", "Schematic Landscape Plan", and preliminary grading and utility plans dated May 4, 2001, prepared by DES Architects/Engineers; floor plans and elevations for Buildings 1 & 2, and Parking Garage A dated 8-3-01, floor plans and elevations for Building 3 dated September 7, 2001, and floor plans and elevations for Buildings 4, 5, 6, 7, 8, & 9 dated October 5, 2001, prepared by DES Architects/Engineers, except as otherwise modified by the following conditions: The applicant shall comply with all applicable mitigation measures identified in Britannia East Grand Final EIR. - Prior to issuance of a building permit the applicant shall prepare a checklist outlining mitigation measures and status of implementation. 3. Prior to issuance of any building permit, the applicant shall submit a Development plan for review and approval by the City as indicated in the Development Agreement. Master Plan - The Planned Unit Development and Use Permit applications for the project outline the provisions of the Master Plan of development, including general site and building layout, permitted uses, development standards, and design guidelines. Final designs of individual buildings are to comply with the design guidelines and be approved through a series of Design Review applications, subject to final approval by the Planning Commission. 5. Child care - The Childcare facility shall be constructed according to the schedule outlined in the Development Agreement. 6. Site development plans shall designate short term parking areas within the surface parking lots to accommodate visitors. The design of the parking garages shall be modified, subject to review and approval by the Chief Planner, to incorporate additional details including stronger variations in building colors, added details at the pedestrian level (bus shelter, storefront design, etc.) and planters along upper levels of the garage to allow plantings to spill down the face of the structure. o The applicant shall contribute a fair share contribution towards the expense of the proposed bridge over the narrow channel between the MRF/TS site and the project site, including design, construction and maintenance. 9. Prior to issuance of a building permit, the applicant shall provide evidence of compliance with FAA requirements regarding construction within the FAR Part 77 conical zone. Conditions Of Approval as recommended by the Planning Commission to City Council Britarmia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 2 of 18 10. ll. 12. Prior to issuance of a building permit, the applicant shall provide appropriate evidence to ensure that office, research and development, childcare facility and retail spaces are designed so that the calculated hourly average noise levels during the daytime does not exceed and Leq of 45dBA, and instantaneous maximum noise levels do not exceed 60 dBA. The applicant shall cooperate with the City in the development/implementation of a regional shuttle service if such is considered by the City. TDM In accordance with South San Francisco Municipal Code Section 20.120.070, prior to issuance ora building permit the applicant shall submit a Final TDM Plan for review and approval by the Chief Planner. The Final TDM Plan shall substantially reflect the Preliminary TDM plan prepared by Sequoia Solutions. The Plan shall be designed to achieve a minimum 30% alternative mode use over the life of the project. bo The Final TDM Plan shall outline the required process for on-going monitoring including annual surveys and triennual reports as outlined in the Development Agreement, and as specified below: 1) Transportation Demand Management: Owner shall prepare an annual Tran.sportation Demand Management (TDM) report, and submit same to City, to document the effectiveness of the TDM plan in achieving the goal of 30% alternative mode usage by employees within the Project. The TDM report will be prepared by an independent consultant, retained by City with the approval of Owner (which approval shall not be unreasonably withheld or delayed) and paid for by Owner, which consultant will work in concert with Owner's TDM coordinator. The TDM report will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. All nonresponses to the employee commute survey will be counted as a drive alone trip. a) TDM Reports: The initial TDM report for each building on the Property will be submitted two (2) years after the granting 'of a certificate of occupancy with respect to the building, and this requirement will apply to all buildings on the Property except the parking facilities. The second and all later reports with respect to each building shall be included in an annual comprehensive TDM report submitted to City covering all of the buildings on the Property which are submitting their second or later TDM reports. b) Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.120 of the South San Francisco Municipal Code. The initial TDM report shall either: (1) state that 180 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2O02 Page 3 of 18 the applicable property has achieved 30% alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (2) state that the applicable property has not achieved the 30% alternative mode usage, providing an explanation of how and why the goal has not been reached, and a description of additional measures that will be adopted in the coming year to attain the TDM goal of 30% alternative mode usage. c) Penalty for Non-Compliance: If after the initial TDM report, subsequent annual reports indicate that, in spite of the changes in the TDM plan, the 30% alternative mode usage is still not being achieved, or if Owner fails to submit such a TDM report at the times described above, City may assess Owner a penalty in the amount of Fifteen Thousand Dollars ($15,000.00) per year for each percentage point below the minimum 30% alternative mode usage goal. (1) In determining whether a financial penalty is appropriate, City may consider whether Owner has made a good faith effort to meet the TDM goals. (2) If City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three (3) years of the TDM plan (commencing with the first year in which a penalty could be imposed), such penalty sums, in the City's sole discretion, may be used by Owner toward the implementation of the TDM plan instead of being paid to City. If the penalty is used to implement the TDM Plan, an Implementation Plan shall be reviewed and approved by the City prior to expending any penalty funds. (3) Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail and Research and Development use permitted to be constructed on the Property. For example, if there is 200,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the penalty would be determined by multiplying Fifteen Thousand Dollars ($15,000.00) times a fraction, the numerator of which is 200,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property, subtracting the square footage of the parking facilities; this amount would then be multiplied by the number of percentage points below the 30% alternative mode usage goal. The app]ican! shall be required to reimburse the Cily for program costs associated with monitoring and enforcing the TDM program. - '. 1 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2O02 Page 4 of 18 13. No signs are included in the project approval. 14. All roof-mounted equipment shall be contained in screened enclosures, subject to the review and approval of the City's Chief Planner. 15. Detailed landscape and irrigation plans shall be submitted for Design Review Board review and Planning Commission approval. 16. The applicant shall comply with all standard conditions as outlined in the "Standard Conditions and Limitations for Commercial Industrial and Multi-Family Residential Projects", dated Revised February 1999. Accordingly, minor changes or deviations from the approved plans may be approved by the Chief Planner; significant changes shall require approval of the Planning Commission. 17. To the extent that the area is designated as bay trail and recreation the applicant shall conduct further investigation to the satisfaction of the Planning Division in the area of known contamination on the portion of the subject property known as the slough and remediate any contamination to levels acceptable to DTSC and/or the Regional Water Quality Control Board." (Planning Division contact: Susy Kalkin (650) 877-8535) B. Engineering Division requirements shall be as follow: 1. IMPROVEMENT CONDITIONS ao bo The developer shall comply with all applicable conditions of the Engineering Division's "Standard Conditions for Commercial and Industrial Developments", as contained in our "Standard Conditions for Subdivisions and Private Developments" booklet, dated January 1998. This booklet is available from the Engineering Division at no charge to the applicant. The Frontage Improvement work required by the Standard Conditions shall include the construction of a City standard cul-de-sac, conform improvements and the dedication of public street right-of-way, within the applicant's property, at the east end of East Grand Avenue as required to accommodate the East Grand Avenue cul-de-sac improvements. As required by City Ordinance and the "Standard Conditions", storm water pollution control devices and filters (such as "Stormcepter" units, CDS units, grassy swales, or other approved filter devices, or combination of devices) shall be installed within the site drainage system to prevent pollutants deposited within the site from entering the 182 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 5 of 18 Co eo f° go San Francisco Bay. Plans for these filters shall be submitted to the Engineering and Water Quality Control Divisions for review and approval. The applicant shall submit a Storm Water Pollution Prevention Plan (SWPPP) for this site, prior to receiving a grading or building permit. As required by the Standard Conditions, the applicant shall underground all new and existing pole-mounted overhead utility wires within the boundaries of the applicant's property and within the East Grand Avenue cul-de-sac bulb. In order to assure that the portion of East Grand Avenue, between Haskins Way and the entry to the subject development, is structurally sound and will be able to accommodate the project's traffic loading, the applicant shall retain a consultant to conduct deflection testing of this portion of East Grand .Avenue and submit this report to the City Engineer for review and approval. The deflection testing will establish the condition of the existing structural section of the street and whether or not it needs repair, reconstruction or an asphalt overlay to bring up to current engineering standards. This improvement will help to mitigate the additional vehicle traffic resulting from the full build-out of the Britannia East Grand development. The applicant shall submit plans for the improvement of the street to the City Engineer for review and approval, in accordance with the results of the testing and analysis of the approved report. In order to facilitate bicycle and pedestrian access to the site, to further the goal of reducing vehicle trips and parking space requirements for the project, the applicant shall provide bike path and pedestrian walk improvements along the existing portion of East Grand Avenue, between Haskins Way and the project's interior streets. Plans for these improvements shall be prepared by the applicant's consultants and submitted to the City Engineer for review and approval. The applicant shall replace the existing 15" sanitary sewer main that serves this site, between the boundary of the project site and the City's pump station at the intersection of Swift Avenue and Kimball Way, with a new sewer main sized to accommodate the Britannia East Grand project, existing users and possible future connecting developments. The existing main is very old, has experienced differential settlement and can no longer maintain proper sewage flow within the pipe as required to accommodate the projected sanitary flows from the project. The main will need to be replaced in conformance with City Standards and in accordance with plans prepared by the applicant's civil engineer, as approved by the City Engineer. Replacement of the main shall be accomplished by the applicant, who will be partially reimbursed by the City, as provided for in the applicant's Development Agreement. All off-site public improvements, as described above, shall be constructed in accordance with plans approved by the City Engineer and to City Standards, at no cost to the City (except as provided by the Development Agreement) and secured by a bond, 183 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/U'P/DR-01-006 April 4, 2002 Page 6 of 18 letter of credit or cash deposit, pursuant to a public improvement agreement with the City of South San Francisco. The applicant shall comply with the requirements of the Britannia East Grand Project approved EIR mitigation measures, the approved property D.C.C. & R's and the project Development Agreement between the City and the applicant. The applicant shall also pay the Oyster Point Overpass Fee, the East of 101 Traffic Mitigation Fee and the sewer capacity study and infrastructure improvement contribution (these fees are discussed in more detail below), prior to receiving a building permit for new or renovated buildings constructed within this parcel. 2. FEES a. Oyster Point Overpass Fee Prior to receiving a Building Permit for any new building or major renovation or change of use within the proposed development, the applicant shall pay the Oyster Point Overpass fee, as determined by the City Engineer, in accordance with City Council Resolutions 102-96 and 152-96. Based upon the information shown on the above referenced plan and the March 2002 Engineering News Record San Francisco Construction Cost Index (7683.68 in the calculation formula below), the fee (which will have to b'e updated upon review of the building permit application and will be adjusted in accordance with the latest Construction Cost Index at the time that the fee is paid), is estimated as follows: Trip Calculation 783,533 gsf office/R&D buildings ~ 12.3 trips per 1000 gsf = 9637 daily vehicle trips 5,000 gsf fitness center ~ 11.7 trips per 1000 gsf = 59 new trips 3,000 gsf delicatessen (high turn-over restaurant) ~ 164.4 trips per 1000 gsf-- 493 new trips 5,000 gsf retail use (general commercial) @ 48 trips per 1000 gsf = 240 new trips Total new average daily vehicle trips at full build-out of the development = 10,429 Less credit for the existing 124,200 gsf Fuller O'Brien manufacturing building ~ 3.99 trips per 1000 gsf = 496 existing trips Total estimated new trips if the project is built-out as per the Master Site Plan = 9933 Contribution Calculation 184 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2OO2 Page 7 of 18 9933 trips X $154 X (7683.68/6552.16) = $1,'793,849 b. East of 101 Traffic Impact Fee Prior to the issuance of a Building Permit for an occupied structure within the project, the applicant shall pay the East of 101 Traffic Impact fee, in accordance with the approved Development Agreement, as adopted by the City Council. In the event that the Development Agreement expires prior to issuance of any remaining building permits the applicant shall pay the East of 101 Traffic Impact fee if effect at the time of building permit issuance. c. Sewer Facility Impact Fee The applicant shall pay a Sewer Facilities Fee in accordance with the approved Development Agreement, as adopted by the City Council. In the event that the Development Agreement expires prior to issuance of any remaining building permits the applicant shall pay the Sewer Facilities fee if effect at the time of building permit issuance. (Engineering Division contact: Richard Harmon (650) 829-6652) Gm Police Department requirements shall be as follow: Municipal Code Compliance The applicant shall comply with the provisions of Chapter 15.48 of the Municipal Code, "Minimum Building Security Standards" Ordinance revised May 1995. The Police Department reserves the right to make additional security and safety conditions, if necessary, upon receipt of detailed/revised building plans. 2. Landscaping Landscaping shall be of the type and situated in locations to maximize observation while providing the desired degree of aesthetics. Security planting materials are encouraged along fence and property lines and under vulnerable windows. 3. Building Security a. Doors 18,5 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 8 of 18 1) 2) 4) 6) 7) The jamb on all aluminum frame swinging doors shall be so constructed or protected to withstand 1600 lbs. of pressure in both a vertical distance of three (3) inches and a horizontal distance of one (1) inch each side of the strike. Glass doors shall be secured with a deadbolt lock~ with minimum throw of one (1) inch. The outside ring should be free moving and case hardened. Employee/pedestrian doors shall be of solid core wood or hollow sheet metal with a minimum thickness of 1-3/4 inches and shall be secured by a deadbolt lock~ with minimum throw of one (1) inch. Locking hardware shall be installed so that both deadbolt and deadlocking latch can be retracted by a single action of the inside knob, handle, or tumpiece. Overhead roll-up doors shall be so secured on the inside that the lock cannot be defeated from the outside and shall also be secured with a cylinder lock or padlock fi-om the inside. Outside hinges on all exterior doors shall be provided with non-removable pins when pin-type hinges are used or shall be provided with hinge studs, to prevent removal of the door. Doors with glass panels and doors with glass panels adjacent to the doorframe shall be secured with burglary-resistant glazing2 or the equivalent, if double-cylinder deadbol! locks are not installed. Doors with panic bars will have vertical rod panic hardware with top and bottom latch bolts. No secondary locks should be installed on panic-equipped doors, and no exterior surface-mounted hardware should be used. A 2" wide and 6" long steel astragal shall be installed on the door exterior to protect the latch. No surface- mounted exterior hardware need be used on panic-equipped doors. 8) All entrance and exit doors for individual tenant spaces shall have a deadbolt lock. · I The locks shall be so constructed that both the deadbolt and deadlocking latch can be retracted by a single action of the inside door knob/lever/turnpiece. A double-cylinder deadboh lock or a single-cylinder deadbolt lock without a turnpiece may be used in "Group B" occup,'mcies as defined by the Uniform Building Code. When used, there must be a readily visible durable sign on or adjacent to the door stating "This door to rema.in m~locked during business hours", employing letters not less than one inch lfigh on a contrasting background. The locking device must be of type that will be readily distinguishable as locked, and its use may be revoked by the Building Official for due cause. 25/16" security laminate, 1/4" polycarbonate, or approved security film treatment, minimum. 186 Conditions Of Approval as recommended by the Planning Commission to City Council Brilannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 9 of 18 9) On pairs of doors, the active leaf shall be secured with the type of lock required for single doors in this section. The inactive leaf shall be equipped with automatic flush extension bo]ts protected by hardened material with a minimum throw of three-fourths inch at head and foot and shall have no door knob or surface-mounted hardware. Multiple point locks, cylinder activated from the active leaf and satisfying the requirements, may be used instead of flush bolts. 10) Any single or pair of doors requiring locking at the bottom or top rail shall have locks with a minimum of one throw bolt at both the top and bottom rails. Windows 1) Louvered windows shall not be used as they pose a significant security problem. 2) Accessible rear and side windows not viewable from the street shall consist of rated burglary resistant glazing or its equivalent. Such windows that are capable of being opened shall be secured on the inside with a locking device capable of withstanding a force of two hundred- (200) lbs. applied in any direction. 3) Secondary locking devices are recommended on all accessible windows that open. c. Roof Openings 1) All glass skylights on the roof of any building shall be provided with: a) Rated burglary-resistant glass or glass-like acrylic material? or: b) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material spaced no more than five inches apart under the skylight and securely fastened, or[ c) A steel grill of at least 1/8" material or two inch mesh under skylight and securely fastened. 2) All hatchway openings on the roof of any building shall be secured as follows: a). If the hatchway is of wooden material, it shall be covered on the outside with at least 16 gauge sheet steel or its equivalent attached with screws. b) The hatchway shall be secured from the inside with a slide bar or slide bolts. The use of crossbar or padlock must be approved by the Fire Marshal. c) Outs/de hinges on all hatchway openings shall be provided with non- removable pins when using pin-type hinges. 187 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2OO2 Page 10 of 18 3) All air duct or air vent openings exceeding 8" x 12" on the roof or exterior walls of any building shall be secured by covering the same with either of the following: a) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material, spaced no more than five inches apart and securely fastened. or: b) A steel grill of at least 1/8" malerial or two inch mesh and securely fastened and c) If the barrier is on the outside, it shall be secured with galvanized rounded head flush bolts of at least 3/8" diameter on the outside. Lighting 1) Parking lots, (including parking lots with carports) driveways, circulation areas, aisles, passageways, recesses, and grounds contiguous to buildings shall be provided with high intensity discharge lighting with sufficient wattage to provide adequate illumination to make clearly visible the presence of any person on or about the premises during the hours of business darkness and provide a safe, secure environment for all persons, property, and vehicles on site. Such lighting shall be equipped with vandal-resistant covers. A lighting level of .50 to 1 foot-candles minlinum, maintained at ground level is required. 2) All exterior doors shall be provided with their own light source and shall be adequately illuminated at all hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for persons exiting the building. 3) The premises, while closed for business after dark, must be sufficiently lighted by use of interior night-lights. 4) Exterior door, perimeter, parking area, and canopy lights shall be controlled by photocell and shall be left on during hours of darkness or diminished lighting. 5) Parking lot lights shall remain on anytime there are employees in the building. 6) The parking garages for both applicants shall have a lighting level of, 5 foot- candles for parking areas. A level of 10 foot-candles for driveways and stairways is required in these areas. 7) lnteraclive speakers are required throughout the garage area to enable patrons to summon assistance without having to dial a telephone. 188 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 11 of 18 8) Prior to issuance of a building permit, the applicant shall submit a lighting plan to be reviewed and approved by the Police Department. Lighting plans shall include photometric and distribution data attesting to the required illumination level. e. Numbering of Buildings 1) The address number of every commercial building shall be illuminated during the hours of darkness so that it shall be easily visible from the street. The numerals in these numbers shall be no less than four to six inches in height and of a color contrasting with the background. 2) In addition, any business which affords vehicular access to the rear through any driveway, alleyway, or parking lot shall also display the same numbers on the rear of the building. 3) Posted at the main entrance to the building/complex shall be a sign (directory) showing the addresses and businesses within the complex. Said sign shall be illuminated during the hours of darkness and shall be protected by use of vandal- resistant covers or materials. 4) Each different unit within the building shall have its particular address prominently displayed on its front and rear doors. (Rear door numbers only need to be one inch in height.) Alarms 1) The business shall be equipped with at least a central station silent intrusion alarm system. 2) All individual businesses within the complex will be/may be required to have an alarm system before occupancy. The type of alarm is dependent upon the nature of the individual business. Tenants should be advised to make contact with Crime Prevention Bureau well in advance of requested business occupancy for further details. NOTE: To avoid delays in occupancy, alarm installation steps should be taken well in advance of the final inspection. g. Traffic, Parking, and Site Plan 189 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 12 of 18 1) All entrances to the parking area shall be posted with appropriate signs per 22658(a) CVC, to assist in removing vehicles at the property owner's/manager's request. 2) Handicapped parking spaces shall be clearly marked and properly sign posted. 3) The parking and circulation for these projects appears to be adequate. 4) An Emergency Access Only roadway connect/on shall be provided through the site to connect with the Genenlech Research and Development Campus. NOTE: For additional details, contact the Traffic Bureau at 829-3934. h. Misc. Security Measures 1) Commercial establishments having one hundred dollars or more in cash on the premises after closing hours shall lock such money in an approved type money safe with a minimum rating ofTL-15. This condition applies to the proposed restaurant pad. 2) Multiple tenant office and commercial buildings shall have floor to floor demising walls or security barriers separating individual tenant areas to prevent entry of adjacent spaces over the top of the divider. 3) Business machines visible from the exterior of the building should be equipped with desk pad type locking devices. 4) All highly portable, easily resaleable property should be inventoried and marked with a distinctive identification number. A commercial I.D. number can be assigned by calling the Crime Prevention Unit at 877-8926. 5) The perimeter of the site shall be fenced during construction, and security lighting and patrols shall be employed as necessary. 6) The fence surrounding the storage yard should be topped with triple-strand barbed wire or razor ribbon. 7) The childcare facility will develop a procedure for sign-in and sign-out of children to a designated guardian. They will also develop a procedure for handling children who are not picked Up at the designated time and cases of suspected abuse or neglect. These procedures will be reviewed and approved by the South San Francisco Police Department prior to occupancy of the facility. 190 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 13 of 18 8) Uniformed Security - The complex shall employ a uniformed security guard from at least 9:00 pm to 6:00 am, 365 days a year. This protection shall start upon occupancy of the first structure but is encouraged at the start of construction of the first building. (Police Department contact person: Sgt. Mike Newell, 877-8927) D. Fire Prevention/Building Division requirements shall be as follow: The design and construction of all site alterations shall comply with all applicable codes and regulations in effect at the time of plan submittal and building permit issuance. A separate building permit application shall be submitted for each independent structure proposed on the site. Applications shall be accompanied by five (5) complete sets of construction drawings to include: a) Architectural plans b) Structural plans c) Electrical plans d) Plumbing plans e) Mechanical plans f) Fire sprinkler plans g) Landscape/irrigation plans h) Site/civil plans i) Structural Calculations j) Truss Calculations k) Soils reports 1) Title-24 energy documentation The occupancy classification, construction type and square footage of each building shall be specified on the plans in addition to justification calculations for the allowable area of each building. Any demolition of existing structures will require a permit. Submittal shall include three (3) copies of the site plan, asbestos certification and PG&E disconnect notices. Also, application must be made to the Bay Area Air Quality Management District prior to obtaining the permit and beginning work. If on-site streets are privately owned, certain on-site improvements such as retaining walls, street light standards, and private sewer system will require plan review and permits from the Fire Prevention/Building Division. lttl Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 14 of 18 o 10. 11. 12. 13. 14. A proposed list of street / court names should be submitted to the Fire Prevention / Building Division for review and approval once the site plan has preliminary approval. List should include a primary and alternate choice for each street or court. Final decision for street names will be made by the City. "No new construction, or substantial improvements of a structure which would require a building permit, pursuant to the applicable provisions of the Uniform Building Code as adopted and modified in Chapter 15.08 of this code, shall take place in an area of special flood hazard without full compliance with the terms of this chapter and other applicable flood control requirements". Prior to submittal of plans to the Building Division for plan review, the applicant shall determine where the actual flood fringe boundary lines occur on the property. The lines shall be incorporated onto a site/topographical plan which shall be included as part of the required plan information noted above. Building pads must be elevated to a point at least one foot above 100-year flood levels. With regard to any grading or site remediation, soils export, import and placement; provide a detailed soils report prepared by a qualified engineer to address these procedures. In particular the report should address the import and placement and compaction of soils at future building pad locations and should be based on an assumed foundation design. This information should be provided to 'Building and Engineering Division for review and comments prior to any such activities taking place. A grading permit may be required for the above-mentioned work. Prior to building permit issuance for the construction of each building, geotechnical and civil pad certifications are to be submitted. There are no readily available public utilities adjacent to this site. Because of the elevation of nearby public sewer lines, a sewage ejector may be necessary to serve these buildings. Design for the ejectors must be reviewed and approved by the Engineering Division and Water Quality Control. A double pump alarmed system is required on all commercial buildings. Additionally, the separator will require a plumbing permit and inspections by this Division. Fire sprinklers will be required throughout both buildings. Separate application by a C-16 contractor is required. Fire sprinklers modJficalions may be needed. Separate application by a C-I 6 contractor is required. 1 9 2 Conditions Of Approval as recommended by the Planning Commission lo City Council Britannia East Grand PUD/UP/'DR-01-006 April 4, 2002 Page 15 of 18 t5. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. Water for landscape irrigation should be separately metered. If fencing exceeds 6' in height, a building permit is required. Wooden retaining walls are not approved for use in SSF. Retaining wall must be concrete or masonry, crib wall, "Keystone", or an equivalent system. All site signage as well as wall signs require a separate permit and application (excluding address numbering). Monument sign(s) located at the driveway entrance(s) shall have address numbers posted prominently on the monument sign. Each building shall have address numbers posted in a conspicuous place. Numbers should be minimum 10" in height and either internally or externally illuminated. In accordance with Uniform Building Code section 2902.3, separate men's and women's restrooms shall be provided if the number of employees at each facility exceeds four. In accordance with Uniform Building Code, the men's and women's restrooms must contain a minimum of two water closets each (one urinal may be substituted for one of the water closets in the men's room). In the parking structure, in areas where motor vehicles are stored, floor surfaces shall be of noncombustible, nonabsorbent materials. Floors shall drain to an approved oil separator or trap discharging to sewers in accordance with the Plumbing Code and South San Francisco Municipal ordinances. The site development of such items as common sidewalks, parking areas, stairs, ramps, common facilities, etc. are subject to compliance with the accessibility standards contained in Title-24, California Code of Regulations. The civil, grading and landscape plans shall address these requirements to the extent possible. The proposed facility shall be designed to provide access to the physically disabled in accordance with the requirements of Title-24, California Code of Regulations; i.e., accessible parking stalls, path of travel, primary entrance, interior travel path and restrooms. All areas w/thin the site must be handicap accessible. All newly constructed buildings on a site shall have, but are not limited to, the following accessible features: a. Path of travel fi.om public transportation point of arrival 193 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 16 of 18 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. b. Routes of travel between buildings c. Accessible parking d. Ramps e. Primary entrances f. Sanitary facilities (restrooms) g. Drinking fountains & Public telephones (when provided) h. Accessible features per specific occupancy requirements i. Accessible special features, ie., ATM's, exterior phone booths, point of sale machines, etc. Pedestr/an access provisions should provide a minimum 48" wide unobstructed paved surface to and along all accessible routes. Items such as signs, meter pedestals, light standards, trash receptacles, etc., shall not encroach on this 4' minimum width. Also, note that sidewalk slopes and side slopes shall not exceed published minimums per California Title 24, Part 2. All 3-story buildings will require elevators. Minimum elevator car size (interior dimension) is 68" wide and 51" deep, with a clear door width of 36". Minimum elevator car size (interior dimension) is 68" wide and 51" deep, with a clear door width of 36". Also, at least one elevator car per building shall accommodate a stretcher, 80" wide and 54" deep with a 42" wide door opening. Review and approval by the San Mateo County Health Department may be required prior to submittal for building permit plan review. School fees will be required for the project. School fees for commercial projects are computed at $0.33 per square foot of interior space. Calculations are done by the SSFUSD and those fees are paid directly to them prior to issuance of the building permit. A minimum of two exits, with proper separation, are required from the third floor of each building. The exits must located a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the area served. If occupant load for any area exceeds 30, rated corridors may be required. In the service areas, mechanical ventilation will be required capable of exhausting a minimum of 1.5 cubic feet per minute per square foot of gross floor area. Connecting offices, waiting rooms, restrooms, and retail areas shall be supplied with conditioned air under positive pressure. Maximum travel distance from any point within the building to an exit shall be 200' unless rated corridors are used. 1 9 4 Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUD/UP/DR-01-006 April 4, 2002 Page 17 of 18 37. Handicapped parking spaces must be provided according the following table and must be uniformly distributed throughout the site. Total Number of Parking Spaces Provided Minimum Required Number of H/C Spaces 1 to25 l 26 to 50 2 51 to 75 3 76 to 100 4 101 to 150 5 151 to 200 6 201 to 300 7 301 to 400 8 401 to 500 9 501 to 1,000 Two percent of total 1,001 and over Twenty, plus one for each 100 or fraction thereof over 1,001 38. 39. 40. 41. 42. 43. At least one handicap parking space must be van accessible; 9 feet wide parking space and 8 feet wide off- load area. Additionally, one in every eight required handicap spaces must be van accessible. Minimum shower size in the fully handicapped room is either 60" wide by 30" deep or 42" wide by 48" deep. Adequate utility easements must be provided for all services to include water, sanitary sewer, storm drain piping, as well as gas, electric and telephone. Designated easements for ingress and egress must be provided to all new lots which do not front on a dedicated street. For fire-fighting and emergency personnel, those access ways shall be a minimum of 25' wide. This site may contain particularly caustic and/or corrosive soils. Mitigating design for any in-ground piping systems or reinforcing elements which may be detrimentally affected will need to be addressed during design. Properly lines shown through proposed buildings must be eliminated by consolidation or buildings must be relocated, redesigned to fall within property line boundaries. 19[, Conditions Of Approval as recommended by the Planning Commission to City Council Britannia East Grand PUDfl_l'P/DR-01-006 April 4, 2002 Page 18 of 18 (Contact: 44. On site fire hydrants will be required. 45. Fire lanes must be designated; painted and signed. 46. Knox box keyed entry system is required at designated access doors. 47. An Opticom Traffic signal detection system will be required for roadways impacted to access the site. Jim Kirkrnan, Fire Marshal/Chief Building Official: 650 829-6670) E. Water Quality Control Department requirements shall be as follow: Once constructed, the onsite catch basins shall be stenciled with the approved San Mateo Countywide Stormwater Logo. Contact Ray Honan at Water Quality Control for details, (650) 877-8634. In accordance with the Municipal Code and Federal law, new stormwater pollution control devices CDS Units/Stormceptors are to be installed in any new drainage inlets. In addition, the applicant is required to submit a maintenance schedule for these units to the Environmental Coordinator. 3. The subject site is over 5 Acres. Consequently, a Stormwater Management Plan is required. Plan shall be completed and submitted before the Building Permit is issued. 4. The applicant shall pay a Sewer Connection Fee based on the type of tenant occupancy. 5. An Erosion and Control Plan with winterization is required before any grading can take place. Plan shall be submitted to the Environmental Coordinator. 6. Separate water meters are required for buildings and landscape areas. 7. Additional comments will be provided when building plans are received. (Contact Ray Honan, Environmental Coordinator: (650) 877-8634) ORDINANCE NO. AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH SLOUGH SSF FOR THE BRITANNIA EAST GRAND PROJECT WHEREAS, the South San Francisco Municipal Code allows development of the approximately 26.9 acre site located at the easterly terminus of East Grand Avenue as a campus style Research and Development project; subject to further approvals; and, WHEREAS, Slough SSF LLC submitted plans consisting of a Master Site Plan and Site Plan, Phase 1 and Phase 2, Sheet No. Al. 1, Conceptual Building Design Guidelines, Schematic Landscape Plan and preliminary grading and utility plans dated May 4, 2001; and, WHERAS, said plans, together with the additional floor plans and parking structure plans, propose development of a 758,533 square foot office/R&D campus with ancillary childcare center, fitness center and retail and restaurant space; and, WHEREAS, the 758,533 square foot office/R&D project, together with the ancillary uses and parking structures ("Project") constitutes the present proposed development and is the project subject to the terms of the Development Agreement ("Agreement"); and, WHEREAS, a Environmental Impact Report has been prepared which analyzes the anticipated environmental impacts of the proposed Project; and, WHEREAS, the Owner has requested that the City to process the proposed entitlements for the Project; and, WHEREAS, pursuant to Municipal Code section 19.60.050, the Director of Economic and Community Development has conducted required reviews and found the proposed Agreement to be in the proper form, determined that the application was complete, and referred the Agreement to the Planning Commission for a public hearing; and, WHEREAS, on March 7, 2002, the Planning Commission held a properly noticed public hearing on the Britannia East Grand Project and recommended that a final decision on the Project be continued until April 4, 2002; and, WHEREAS, on April 4, 2002, the Planning Commission held a duly noticed public hearing on the proposed Agreement and recommended by a 7 to 0 vote that the City Council adopt the Ordinance and Development Agreement; and, WHEREAS, on April 24, 2002, pursuant to Municipal Code section 19.060.110 the City Council conducted a property noticed public heating on the proposed Agreement for the project. NOW THEREFORE, the City Council of the City of South San Francisco does ordain as follows: Section 1. Findings The Project consists of a 758,533 square foot office/R&D campus with ancillary childcare center, fimess center and retail/restaurant space on a 26.9 acre site located at the easterly terminus of East Grand Avenue, and which includes requested exceptions for number of parking spaces. These findings are based on public testimony and the materials submitted to the City of South San Francisco City Council which include, but are not limited to: "Master Site Plan" and the "Site Plan, Phase 1 and Phase 2," Sheet No. Al.l, "Conceptual Building Design Guidelines," "Schematic Landscape Plan," and preliminary grading and utility plans dated May 4, 2001, prepared by DES Architects/Engineers; Floor plans and elevations for Buildings 1 & 2, and Parking Garage A dated 8-3-01, floor plans and elevations for Building 3 dated September 7, 2001, and floor plans and elevations for Buildings 4, 5, 6, 7, 8, & 9 dated October 5, 2001, prepared by DES Architects/Engineers; "Preliminary Transportation Demand Management Program," dated March 7, 2002, prepared by Sequoia Solutions Consulting; Britannia East Grand Environmental Impact Report (Draft EIR, Recirculation Draft EIR and Final EIR Response to Comments); minutes of the August 21,2001, September 18,2001 and October 16, 2001 Design Review Board meetings; Planning Commission staff reports dated November 15, December 20, 2001, and January 17, March 7 and April 4, 2002; and testimony received at the November 15, December 20, 2001, and January 17, March 7 and April 4, 2002 Planning Commission meetings; and testimony, staff reports and other written materials and oral testimony received at the duly noticed public heating of the City Council on April 24, 2002: The proposed Development Agreement for the Britannia East Grand Project is consistent with the objectives, policies, general land uses and programs specified in the General Plan, as amended and adopted. The Project provides high value jobs for persons in the bio-technology fields and the campus style development that includes recreation opportunities, child care and public transportation options is consistent with the General Plan policies set forth below: This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the General Plan and the findings set forth in below. Subject to approval of General Plan Amendment GP-01-006, the project is consistent with the General Plan which designates the property for a mix of Business and Technology Park and Coastal Commercial. Office/R&D use is considered an appropriate use under this designation. Additionally, the category provides for a floor area ratio (FAR) of .50, with permissible increases to a maximum FAR of 1.0 based on implementation of a Transportation Demand Management (TDM) program as outlined in the City's TDM Ordinance. The proposed FAR of .67 requires that the applicant prepare, implement and maintain a TDM Plan designed to achieve a 30% shift to alternative modes of travel other than single occupant vehicles. The following policies specifically support the proposed project: 195 Bo ao Guiding Policy 3.5-G-3 - Promote campus-style biotechnology, high- technology, and research and development uses. The Project is a multi- phase, mixed-use, office/research and development project intended to be occupied by bio-technology or other high-technology tenants. The Project also makes use of underutilized property in a prominent bay side location that was formerly heavy industrial. bo 3.5-1-8 - Encourage the development of employee-serving amenities with restaurants, cafes, support commercial establishments. The Project includes ancillary retail and restaurant services designed to serve tenant employees. Co 2-G-9- Facilitate development of childcare centers and homes in all areas, and encourage inclusion of childcare centers in non-residential development. The Project includes an on-site childcare center of approximately 8,000 square feet. Construction of the child care center is secured through the Development Agreement even if environmental constrictions on the site prohibit construction of the center on-site. In the event the child care center cannot be constructed on-site, the Owner must construct a center on an off-site location acceptable to the City. The proposed project is consistent with the East of 101 Area Plan which the General Plan identifies as the guide for detailed implementation of General Plan policies. Policy LU-16 supports development of campus settings and promotes the concept of "Master Plans," including facility wide development standards, for sites of 20+ acres. In addition, the proposed project is consistent with the Design Policies of the East of 101 Area Plan, and specifically with Policy DE-22, which specifies that on-site open space should serve as a unifying element, by connecting separate buildings and providing usable employee spaces. The proposed Development Agreement for the Britannia East Grand Project complies with all applicable zoning, subdivision, and building regulations and with the general plan. The City Council independently reviewed the proposed Development Agreement for the Britannia East Grand Project, the General Plan, Chapters 20.78 and 20.84 of the Zoning Ordinance as amended, Chapter 19.60 of the South San Francisco Municipal Code, Title 15 of the Municipal Code, and applicable state and federal law. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of these documents and advice in the record from City staff, including staff reports, testimony and resolutions. The Project incorporates a Transportation Demand Management program consistent with the requirements of Municipal Code Chapter 20.125 et. seq. The Development Agreement imposes requirements to ensure the Project attains the required alternative mode use or pays a penalty for non-compliance. The proposed Development Agreement for the Project states its specific duration. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Section 2 of the Agreement states that the Agreement shall expire ten years from the effective date of the Agreement but no later than May 1, 2017. Do The proposed Development Agreement for the Britannia East Grand Project, which incorporates as an exhibit the Planned Unit Development Permit and Plan Sets attached thereto, states the permitted uses of the property subject. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Section 3 of the Agreement sets forth the documents which state the permitted uses. The proposed Development Agreement for the Britannia East Grand Project states the permitted density and intensity of use of the property subject thereto. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Section 3 of the Agreement sets forth the documents which state the permitted density and intensity of use. Fo The proposed Development Agreement, and exhibits attached thereto and incorporated therein, for the Britannia East Grand Project states the maximum permitted height and size of proposed buildings on the property subject thereto. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Section 3 of the Agreement sets forth the documents which state the maximum permitted height and size of buildings. Go The proposed Development Agreement for the Britannia East Grand Project describes the land, if any, which will be dedicated for public purposes from the property subject thereto. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement for the Britannia East Grand Project and its determination that Exhibit B to the Agreement, the Planned Unit Development Permit and Plan set(s) dated May 4, 2001, September 7, 2001 and October 5, 2001, describes the land, if any, which will be dedicated for public purposes. Section 2. The City Council of the City of South San Francisco hereby adopts this ordinance approving a Development Agreement between the City of South San Francisco and Slough SSF, LLC for the Britannia East Grand Project. The approved Development Agreement is attached hereto as Exhibit A and incorporated herein by reference. Section 3. Severability. In the event any section or portion of this ordinance shall be determined invalid or unconstitutional, such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. Section 4. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty days from and after its adoption. 201 Introduced at a regular meeting of the City Council of the City of South San Francisco, held the day of ,2002. Adopted as an Ordinance of the City of South Francisco at a regular meeting of the City Council held the ~ day of ,2002 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 __ of ,2002. J :\wpd\Marsw\405\ 112\Ordinances~DA-Britannia_Ord_April4_PC.doc Mayor DEVELOPMENT AGREEMENT BRITANNIA EAST GRAND PROJECT This DEVELOPMENT AGREEMENT FOR BRITANNIA EAST GRAND PROJECT ("PROJECT") is dated ,2002 ("Agreement"), between SLOUGH SSF, LLC, a Delaware limited liability company ("Owner"), and the C1TY OF SOUTH SAN FRANCISCO, a municipal corporation organized and existing under the laws of the State of California ("City"). Owner and City are collectively referred to herein as "Parties." RECITALS A. WHEREAS, California Government Code Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property or on behalf of those persons having same; and, B. WHEREAS, Slough SSF, LLC, the Owner, has a legal interest in the real property subject to this Agreement; and, C. WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code, establishing procedures and requirements for adoption and execution of development agreements; and, D. WHEREAS, this Agreement concerns property at the Eastern terminus of East Grand Avenue, formerly known as the Fuller O'Brien site, as shown and more particularly described in Exhibit A attached hereto and incorporated herein by reference ("Property"); and, E. WHEREAS, the Owner has submitted a development proposal to the City, commonly known as the Britannia East Grand Project, consisting of the phased development of nine office/Research and Development buildings with a resulting square footage of approximately 783,533 square feet, an approximately 8,000 square foot childcare facility, an approximately 5,000 square foot fitness center, approximately 8,000 square feet of restaurant/retail space and two (2) five-to-seven level parking structures as depicted on the Britannia East Grand Planned Unit Development Plan Set dated ,2001, prepared by , including the application for a General Plan Amendment and Use Permit, dated ,2001, attached hereto as Exhibit B and incorporated herein by reference (the "Plan Set"), to be located on the Property (the "Project"); and, Page I of 222!22 Britannia East Grand Development Agreement F:\File Cabi,etkProiects'qruller - BritanniaXStaff Repom'\4pri124 C(*XD,4 Fim'd Britannia.docC:~DA Final Britannia April 19, 2002 ]:\8,~951\3002_\DVAGTSR.DOCC:\DOCUME l\kjohnson\LOCALS IXTempXDevelopment_Agreement_Britannia_ I April2_FinalDrafl. DOC ,) I F. WHEREAS, Owner has requested that the City enter into this Agreement to set forth the rights and obligations of the parties relating to the development of the Project; and, G. WHEREAS, all proceedings necessary for the valid adoption and execution hereof have taken place in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act and with Chapter 19.60 of the South San Francisco Municipal Code; and, H. WHEREAS, the City Council and the Planning Commission have found that this Agreement is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on October 13, 1999 and as amended from time to time; and, I. WHEREAS, on ,2002, the City Council adopted Ordinance No. approving and adopting this Agreement and the Ordinance thereafter took effect on ~ 2002. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: 1. Effective Date Pursuant to Chapter 19.060.140, notwithstanding the fact that the City Council adopts an ordinance approving this Agreement, the Agreement shall be effective and shall only create obligations for the Parties from and after the date that the ordinance approving this Agreement takes effect ("Effective Date"). 2. Duration This Agreement shall expire ten (10) years from the Effective Date of this Agreement, but in no event later than May 1,2017. In the event that litigation to which the City is a party against the Owner or any of its officers, agents, employees, contractors, representatives or consultants should delay implementation or construction of the Project on the Property, the expiration date of this Agreement shall be extended for a period equal to the length of time from the time the summons and complaint is served on the defendant(s) until the judgment entered by the court is final and not subject to appeal; provided, however, that the total amount of time for which the expiration date shall be extended as a result of such litigation shall not exceed five (5) years. Page 2 of 2221.22 Britannia East Grand Development Agreement F:\File CabinetXProiectsXFuller - Britanniak~taff ReportaSApril 24 CC\DA Final Bfitannia. docC:\DA Final Britannia April 19, 2002 ]:\8~195 I\3(g)2\DVAGTER.DOCC:XDOCUME 1 \k johnson\LOCALS 1XTempXDevclopmcnt_Agrecmcnt_Britannia_ April2_Fi nalDrafl.DOC 3. Project Description; Development Standards For Project The Project shall consist of nine Office/Research and Development buildings totaling approximately 783,533 square feet, an approximately 8,000 square foot childcare facility, an approximately 5,000 square foot fitness center, approximately 8,000 square feet of retail/restaurant space, two five to seven level parking garages and other structures and improvements as provided in the Plan Set and as approved by the City Council. (a) The permitted uses, the density and intensity of uses, the maximum heights, locations and total area of the proposed buildings, the development schedule, the provisions for vehicular access and parking, any reservation or dedication of land, any public improvements, facilities and services, and all environmental impact mitigation measures imposed as approval conditions for the Project, shall be exclusively those provided in the Plan Set, Planned Unit Development permit, Development Plan, Environmental Impact Report and this Agreement as approved by the City Council and the applicable ordinances in effect as of the Effective Date, except as modified in this Agreement, and applicable provisions of the South San Francisco Municipal Code as in effect on the Effective Date. (b) Subject to Owner's fulfillment of its obligations under this Agreement, upon the Effective Date of this Agreement, the City hereby grants to Owner a vested right to develop and construct on the Property all the improvements for the Project authorized by, and in accordance with the terms of this Agreement, the Plan Set as approved by the City Council and the applicable ordinances in effect as of the Effective Date. (c) Upon such grant of right, no future amendments to the City General Pl'an, the City Zoning Code, the City Municipal Code, or other City ordinances, policies or regulations in effect as of the Effective Date shall apply to the Project, except such future modifications that are not in conflict with and do not prevent the development proposed in the Plan Set and as approved by the City Council; provided, however, that nothing in this Agreement shall prevent or preclude the City from adopting any land use regulations or amendments expressly permitted herein or otherwise required by State or Federal Law. 4. Obligations of City and Owner. (a) In consideration of the entitlements conferred upon Owner, Owner has agreed to implement the obligations of Owner set forth in Exhibit C attached hereto and incorporated herein, according to the terms and conditions set forth therein. (b) In consideration of the rights and benefits conferred upon the City and the public by the Owner pursuant to this Agreement, the City has agreed to implement the Page 3 of 222122 Britannia East Grand Development Agreement F:\File Cabi.etXProiects~Fuller- Britannia~Smff Repom~April 24 CC~A Final Britannia. docC:~DA Final Britannia April 19, 2002 l:\8'~951\300_.2\DVAGTSR.DOCC:\DOCUME lXkjohnson\LOCALS IXTempkDevelopment_Agreetnent_Britannia_ [ April2_FinalDraft.DOC [ °2 0 ~j obligations of the City set forth in Exhibit C attached hereto and incorporated herein, according to the terms and conditions set forth therein. 5. Permits For Project. Owner shall submit a Development Plan for development of the Project at the earlier of July 31,2003, or within sixty (60) days of applying for a grading permit for the project (unless the City Engineer requires the Development Plan to be submitted with thc grading permit application based on the scope of grading proposed in which case thc Development Plan shall bc submitted with the grading permit application). The Development Plan shall address, at a minimum, the landscaping and common improvements required for each phase of the Project. In connection with gsaid Development Plan, Owner shall provide to the City shall include an Irrevocable Letter of Credit in the form attached as Exhibit D, approved by the City Attorney, in an amount equal to One Hundred and Twenty Five Percent (125%) of the estimated reasonable costs to construct the common improvements identified in the approved plan. Said Letter of Credit shall be submitted within 60 days of receiving a grading permit for any phase of the Project. The City may draw under the Letter of Credit as provided below to complete the landscaping and common improvements and to reimburse the City for costs related thereto. The Letter of Credit shall be reduced as the landscaping and common improvements are completed by Owner and accepted by City in an amount equal to the completed improvements and landscaping's proportionate share of the original 125% Letter of Credit. If Owner fails to complete the landscaping and common improvements in accordance with 5(e) below, City shall be entitled to withdraw funds from the Letter of Credit and complete said improvements. City shall also be entitled to draw funds under the Letter of Credit in the event Owner obtains a grading permit for any phase of the Project and 1 ) Owner fails to request a building permit or Certificate of Occupancy for any building within that phase by December 31,2011 or 2) Owner fails to complete the landscaping and common improvements by December 31,2011. For each phase, the City shall issue building permits and certificates of occupancy only after the City has reviewed and approved Owner's applications therefor. City staff review of applications for permits or other entitlements shall be limited to determining whether the following conditions are met: (a) The application is complete; and, (b) Owner has complied with the conditions of the City Council's approval of the Project, all applicable Uniform Codes, the South San Francisco Municipal Code, CEQA requirements, including any required mitigation measures, governing issuance of such permits or certificates and Federal and State Laws; and, Page 4 of ,222,!.22 Britannia East Grand Development Agreement F:\File Cabi. etXProiectsXF. Iler- Britanniak~ta(-f Repom'Mpril 24 COff)A Final B~itannia.docC:'vDA Final Britannia April 19, 2002 1:\8'1951\3002\DVAGTSR.DOCC:\DOCUME l\kjohnson\LOCALS I XTempkDevelopment_Agreernent_Britannia- April2_Fi nalDraft.DOC 296 (c) (d) Owner has obtained Design Review approval for the Project, including required approval of Landscape and Common Improvements; and, All applicable processing, administrative and legal fees have been paid subject to the provisions of this Agreement; and, (e) For Certificates of Occupancy only, Owner has completed, and City has approved, the landscaping and other improvements for earlier phases of the Project. Vesting of Approvals. Upon the City's approval of the Planned Unit Development Permit, General Plan Amendment and Use Permit, such approvals shall vest in Owner and its successors and assigns for the term of this Agreement provided that the successors and assigns comply with the terms and conditions of said permit, including, but not limited to, submission of insurance certificates and bonds for the grading of the Property and construction of improvements. Cooperation Between Parties in Implementation of This Agreement. The Owner and City shall proceed in a reasonable and timely manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for implementation of this Agreement and development of the Property in accordance with the terms of this Agreement. The City shall proceed in an expeditious manner to complete all actions required for the development of the Project, including but not limited to the following: (a) Scheduling all required public hearings by the City Council and City Planning Commission; and (b) Processing and checking all maps, plans, permits, building plans and specifications and other plans relating to development of the Property filed by Owner or its nominee, successor or assign as necessary for development of the Property, and inspecting and providing acceptance of or comments on work by Owner that requires acceptance or approval by the City. (c) Owner, in a timely manner, shall provide City with all documents, applications, plans and other information necessary for the City to carry out its obligations hereunder and to cause its planners, engineers and all other consultants to submit in a timely manner all necessary materials and documents. It is the Parties' express intent to cooperate with one another and diligently work to implement all Page 5 of 2221.22 Britannia East Grand Development Agreement F:\File CabineAProjectskFuller- BritanniaXStaff Rq>om%4pril 24 CCXDA Final Britannia. docC:kDA Final Britannia April ! 9, 2002 1:\8'1951\3002\DVAGTRR.DOCC:\DOCUME l\kjohnson\LOCALS I\Te~npXDevelopment_Agreemcnt_Britannia- April2_FinalDrafl.DOC 207 10. land use and building approvals for development of the Property in accordance with the terms of this Agreement. Acquisition of Other Properly; Eminent Domain In order to facilitate and insure development of the Project in accordance with the Plan Set and the City Council's approval, the City may assist Owner, at Owner's request and at Owner's sole cost and expense, in acquiring any easements or properties necessary for the satisfaction and completion of any off-site components of the Project required by the City Council to be constructed or obtained by Owner in the Council's approval of the Project and the Plan Set, in the event Owner is unable to acquire such easements or properties or is unable to secure the necessary agreements with the applicable property owners for such easements or properties. Owner expressly acknowledges that the City is under no obligation to use its power of Eminent Domain. Maintenance Obligations on Property All of the Property subject to this Agreement shall be maintained by Owner or its successors in perpetuity. The Property shall be maintained in accordance with City requirements to prevent accumulation of litter and trash, to keep weeds abated, and to provide erosion control, and other requirements set forth in the South San Francisco Municipal Code, subject to City approval. (a) If Owner subdivides the property or otherwise transfers ownership of a parcel or building in the Project to any person or entity such that the Property is no longer under single ownership, Owner shall first establish an Owner's Association and submit Conditions, Covenants and Restrictions to the City for review and approval by the City Attorney. Said CC&Rs shall satisfy the requirements of Municipal Code section 19.36.040. (b) Any provisions of the conditions, covenants, and restrictions governing the Project relating to the maintenance obligations under this section shall be enforceable by the City. Fees. No future fee requirements, other than those identified herein, imposed by the City or changes to existing fee requirements (other than those currently subject to annual increases as specified in the adopting or implementing Resolutions and Ordinances) that occur on or after the Effective Date of this Agreement, shall apply to the Project. Owner shall not be responsible for any fees imposed by the City in connection with the development and construction of the Project, except as otherwise set forth in this Agreement and/or the Planned Unit Development permit and those in existence as of the Effective Date of this Agreement. Page 6 of 222122 Britannia East Grand Development Agreement f.'\File Cabinet\Pro/ects'qruller' Britannia~ta['f Reports\4pril 24 CC\DA Final B~itannia.docC:\DA Final Brit~mnia April 19, 2002 :\8'1951\3002\D\:AGTSR.DOCC:\DOCUME l\kjohnsonXLOCALS I XTempXDevelopment_A~reement_Britannia_ ~ April2_FinalDraft.DOC ~ 0 ~ (a) Revised Application Fees. Any existing application, processing, administrative, legal and inspection fees that are revised during the term of this Agreement shall apply to the Project provided that (1) such fees have general applicability; (2) the application of such fees to the Property is prospective; and (3) the application of such fees would not prevent development in accordance with this Agreement. (b) Sewer Facilities Fee. The City is currently studying, pursuant to Government Code section 66000, the "Mitigation Fee Act," adoption of a Sewer Facility Impact Fee. Until such fee is adopted, Owner shall pay a fee in the amount of one dollar and twenty three cents ($1.23) per gross square foot within the Project, including the Child Care Facility, Recreation Facility and restaurant and retail uses, excluding the parking structures. Said fee shall be paid with respect to each applicable building within the Project upon issuance of a building permit for such building in accordance with the following: (1) If the City adopts a Sewer Facility Impact Fee (Adopted Fee) that is less than the amount stated above, then Owner shall be entitled to a credit in the amount of the difference between the sewer facility fee paid for the buildings as to which a fee has already been paid and the amount that would have been paid for such buildings under the Adopted Fee if it had been in effect at the time the applicable building permits were issued. The credit shall be applied to the amount of the sewer facility fees due upon the next building permit(s) issued for the Project; provided, however, that if such a credit arises after all building permits for the Project have been issued or if there is a remaining credit balance after all building permits for the Project have been issued, then City shall pay the remaining credit balance when Owner receives a Certificate of Occupancy for the last building in the Project. (2) Following adoption of the Adopted Fee, Owner shall thereafter pay, upon issuance of a building permit for each building in the Project (excluding parking structures), the amount of the Adopted Fee due for such building pursuant to the terms of the Adopted Fee as in effect at the date the applicable building permit is issued (including any increases specified in the Resolution or Ordinance establishing the Adopted Fee), provided that in no event shall the rate Owner is required to pay exceed One Dollar and Forty Cents ($1.40) per gross square foot. (3) The Sewer Facility Fee paid shall be in addition to Owner's obligation to construct, at its sole cost and expense, a new Swift Sewer Main between the boundary of the Project site and the City's pump station at the intersection of Swift Avenue and Kimball Way as required in the Final Environmental Impact Report and the necessary improvements to Station No. 3. The new Swift Sewer Main and all other works of public improvements and/or utilities shall be Page 7 of 222!.22 Britannia East Grand Development Agreement F:\File Cabi,etV'rojects~Fuller- Britannia~taff Repo~vs\4pril 24 CC\DA Final Britam~.ia. docC.'\DA Final Britannia April 19, 2002 l:\8~I951\3002\DVAGTER.DOCC:\DOCUME l\kjohnson\LOCALS I\TempXDevelopment_Agreement_Britannia- April2_FinalDraft. DOC completed in accordance with plans designed to City standards and approved by the City Engineer prior to construction. (4) Owner shall submit plans for the construction of the new Swift Sewer Main and the Station No. 3 upgrades on or before July 1,2002. City shall endeavor to review and provide its determination on said plans on or before September 1,2002 or within ninety days from the time the complete plans are submitted, whichever is earlier. Owner shall submit a Letter of Credit in the amount of 125% of the estimated reasonable costs, as determined by the City Engineer in accordance with City standards at the time said plans are approved. The Letter of Credit shall be in a form approved by the City Attorney and contain no limitations on the City's ability to withdraw funds for the purposes of constructing the Swift Sewer Main and constructing the improvements required for Station No. 3, including all costs related thereto. If Owner fails to submit plans for the new Swift Sewer Main and Station No. 3 upgrades on or before December 31,2002, Owner shall submit the above Letter of Credit based on the City's estimated reasonable costs to construct the improvements, presently estimated at Two Million Eight Hundred Thousand Dollars. (5) Owner shall have completed construction, and received final acceptance by the City, of the new Swift Sewer Main and Station No. 3 upgrades at the earlier of October 31,2003, or prior to receiving a Certificate of Occupancy for the fourth building in the Project due to the fact the existing sewer infrastructure cannot accommodate Project build-out beyond the third occupied building. If Owner fails to construct, or receive acceptance of, the new Swift Sewer Main and Station No. 3 upgrades prior to the earlier of requesting the fourth Certificate of Occupancy for the Project or by-October 31,2003, City shall be entitled to complete the improvements using the funds secured by the Letter of Credit based on the approved plans or if Owner has not submitted plans, the plans prepared by the City for the completion of the new Swift Sewer Main and Station No.3 upgrades. (6) If projects are developed in the East of 101 area that will receive a benefit from Owner's construction of the new Swift Sewer Main and the improved Station No. 3, Owner shall be entitled to reimbursement from said project owners based on the benefits received by the new project, as reasonably calculated and determined by the City Engineer based on actual and/or reasonably estimated sewer flows within the main and from the Owner's documented costs to design, construction and obtain permits for the new Swift sewer main and Station No. 3 upgrades. The City shall furnish a copy of the City Engineer's draft determinations under the preceding sentence to Owner for review and comment prior to finalizing such determinations. The terms of reimbursement shall be set Page 8 of 222122 Britannia Eas! Grand Development Agreement F:XFile Cabi,.etXProjectsVruller - BritanniaXSm~f RepomMpril 24 CC\DA Final B~itannia. docC:XDA Final Britannia April 19, 2002 ]:\8'1951\3002\DVAGTER.DOCC:\DOCUME lXkjohnson\LOCALS I\TempXDevelopmenl_Agreemcnt_Britannia- April2_FinalDraft.DOC [2 t 0 forth in an agreement between the project owners and Owner ("Reimbursement Agreement") in a form approved by the City Engineer. City shall ensure that any future projects that benefit from the new Swift Sewer Main and/or the Station No. 3 upgrades contain a Condition of Approval that requires the applicant to enter into said Reimbursement Agreement with Owner. (c) Child Care. As part of the Project, Owner proposes to construct a childcare facility of approximately 8,000 square feet. If Owner fails to construct the childcare facility according to the terms set forth in Exhibit C to this Agreement, Owner shall be liable for payment of a fee in the amount of the City's cost to construct a like facility in accordance with Exhibit C. (d) Northbound On-Ramp Mitigation Fee: The Environmental Impact Report for the Project identified a significant impact relating to the northbound on-ramps to U.S. 101 at South Airport Boulevard. To mitigate this impact to a level of less than significant, Owner shall pay a fee to mitigate the impacts to the northbound on- ramps to U.S. 101 at South Airport Boulevard in accordance with the applicable provisions of Exhibit C. II. New Taxes. Any subsequently enacted city-wide taxes shall apply to the Property provided that: (1) the application of such taxes to the Property is prospective; and (2) the application of such taxes would not prevent development in accordance with this Agreement. 12. Assessments Nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City pursuant to and in accordance with any statutory procedure for the assessment of property to pay for infrastructure and/or services which benefit the Property. 13. Indemnity. Owner agrees to indemnify, defend (with counsel approved by City which approval shall not be unreasonably withheld but in no event shall this section require the City to waive its right to assert a conflict in said representation) and hold harmless City, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by the Owner, or any actions or inactions of Owner's contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that Owner shall have no indemnification obligation with respect to gross negligence or willful misconduct of Page 9 of ..2221.22 Britannia East Grand Development Agreement £:\File Cabin. etV'rojectsWuller- BritanniaXStaff RepomMpril 24 CC,DA Final Britamtia.docC:'~DA Final Britannia April 19, 2002 ]:\8'1951\3002\DVAGTER DOCC \DOCUME l\kjohnson\LOCALS- l\TempXDcvelopment_Agreemenl_Britannia- April2_FinalDraft. DOC[ ~ 1~- '1'- 14. 15. City, its contractors, subcontractors, agents or employees or with respect to the maintenance, use or condition of any improvement after the time it has been dedicated to and accepted by the City or another public entity (except as provided in an improvement agreement or maintenance bond). 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 Agreement. Assignment (a) Right to Assign. Owner may at any time or from time to time transfer its right, title or interest in or to ail or any portion of the Property. In accordance with Government Code Section 65868.5, the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, ali successors in interest to Owner. As a condition precedent to any such transfer, Owner shall require the transferee to acknowledge in writing that transferee has been informed, understands and agrees that the burdens and benefits under this Agreement relating to such transferred property shall be binding upon and inure to the benefit of the transferee. (b) Notice of Assignment or Transfer. No transfer, sale or assignment of Owner's rights, interests and obligations hereunder shall occur without the prior written notice to City and approval by the City Manager, which approval shall not be unreasonably withheld or delayed. The City Manager shall consider and decide the matter within 10 days after Owner's notice, provided ali necessary documents, certifications and other information are provided to the City Manager. (c) Exception for Notice. Notwithstanding Section 15(b), Owner may at any time, upon notice to City but without the necessity of any approval by the City, transfer the Property or any part thereof and all or any part of Owner's rights, interests and obligations hereunder to: (i) any subsidiary, affiliate, parent or other entity which controls, is controlled by or is under common control with Owner or Slough Estates USA Inc., (ii) any member or partner of Owner or any subsidiary, parent or affiliate of any such member or panner, or (iii) any successor or successors to Owner by merger, consolidation, non-bankruptcy reorganization or government action. As used in this paragraph, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through the ownership of voting securities, partnership interest, contracts (other than those that transfer Owner's interest in the property to a third party not specifically identified in this subsection (c)) or otherwise. Page 10 of 222122 Britannia East Grand Development Agreement F.'\File CabinetWroiectsVruller ' BritanniaXSmff Repo~Ts\4pdl 24 CC\DA Final Britannia. docC:'qgA Final Britannia April 19, 2002 :\8'~95 I\3002\DVAGTER.DOCC:XDOCUME 1 \k johnson\LOCALS I XTempXDcvelopment_Agreemcnt_Britannia- April2_FinalDrafl. DOC Release Upon Transfer. Upon the transfer, sale, or assignment of all of Owner's rights, interests and obligations hereunder pursuant to Section 15 (a), Section 15(b) and Section 15(c) of this Agreement, Owner shall be released from the obligations under this Agreement, with respect to the Property transferred, sold, or assigned, arising subsequent to the date of City Manager approval of such transfer, sale, or assignment or the effective date of such transfer, sale or assignment, whichever occurs later; provided, however, that if any transferee, purchaser or assignee approved by the City Manager expressly assumes any right, interest or obligation of Owner under this Agreement, Owner shall be released with respect to such rights, interests and assumed obligations. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval. (e) Owner's Right to Retain Specified Rights or Obligations. Notwithstanding subparagraphs 15 (a) and (c), Owner may withhold from a sale, transfer or assignment of this Agreement certain rights, interests and/or obligations which Owner shall retain, provided that Owner specifies such rights, interests and/or obligations in a written document to be appended to or maintained with this Agreement and recorded with the San Mateo County Recorder prior to or concurrently with the sale, transfer or assignment of the Property. Owner's purchaser, transferee or assignee shall then have no interest or obligations for such retained rights, interests and obligations and this Agreement shall remain applicable to Owner with respect to such retained rights, interests and/or obligations. (f) Time for Notice. Within 10 days of the date escrow closes on any such transfer, Owner shall notify the City in writing of the name and address of the transferee. Said notice shall include a statement as to the obligations, including any mitigation measures, fees, improvements or other conditions of approval, assumed by the transferee. Any transfer which does not comply with the notice requirements of this section and Section 15 (b) shall not release the Owner from its obligations to the City under this Agreement until such time as the City is provided notice in accordance with Section 15 (b). 16. Insurance. (a) Public Liability and Property Damage Insurance. During the term of this Agreement, Owner shall maintain in effect a policy of comprehensive general liability insurance with a per-occurrence combined single limit of not less than ten million dollars ($10,000,000.00) and a deductible of not more than ten thousand Page 11 of 222!22 Britannia East Grand Development Agreement F:\File Cabinet~rajects~Fuller- BritanniaXStaO~ Repo~;,s\4pri124 CC~DA ?inal Britamtia. docC:XdgA Final Britannia April 19, 2002 1:\8'1951\300-'\D\:AGTER.DOCC:\DOCUME lXkjohnson\LOCALS I XTemp\Development_Agrccmenl_Britannia_ l April2_FinalDraft.DOC[.~ 1 '~ dollars ($10,000.00) per claim. The policy so maintained by Owner shall name the City as an additional insured and shall include either a severability of interest clause or cross-liability endorsement. (b) Workers Compensation Insurance. During the term of this Agreement Owner shall maintain Worker's Compensation insurance for all persons employed by Owner for work at the Project site. Owner shall require each contractor and subcontractor similarly to provide Worker's Compensation insurance for its respective employees. Owner agrees to indemnify the City for any damage resulting from Owner's failure to maintain any such required insurance. (c) Evidence of Insurance. Prior to City Council approval of this Agreement, Owner shall furnish City satisfactory evidence of the insurance required in Sections (a) and (b) and evidence that the carrier will endeavor to give the City at least ten days prior written notice of any cancellation or reduction in coverage of a policy if the reduction results in coverage less than that required by this Agreement. In the event of a reduction (below the limits required in this Agreement) or cancellation in coverage, or change in insurance carriers or policies, Owner shall, prior to such reduction, cancellation or change, provide at least ten (10) days prior written notice to City, regardless of any notification by the applicable insurer. If the City discovers that the policies have been cancelled or reduced below the limits required in this Agreement and no notice has been provided by either insurer or Owner, said failure shall constitute a material breach of this Agreement. In the event of a reduction (below the limits required by this Agreement) or cancellation in coverage, Owner shall have five (5) days in which to provide evidence of the required coverage during which time no persons shall enter the Property to construct improvements thereon, including construction activities related to the landscaping and common improvements. Additionally, no persons not employed by existing tenants shall enter the Property to perform such works until such time as the City receives evidence of substitute coverage. If Owner fails to obtain substitute coverage within five (5) days, City may obtain, but is not required to obtain, substitute coverage and charge Owner the cost of such coverage plus an administrative fee equal to ten percent of the premium for said coverage. (d) The insurance shall include the City, its elective and appointive boards, commissions, officers, agents, employees and representatives as additional insureds on the policy. Page 12 of 222122 Britannia East Grand Development Agreement F:~:ile CabineAProjectsV:uller- BritanniaXStaff Repom'Mpri124 CC~DA Final Britann. ia. docC:~DA Final Britannia April 19, 2002 l:\8'I951\3002\DVAGTgR.DOCC:\DOCUME l Xk.johnson\LOCALS I\TempkDevelopmenl_Agreement_Britannia_ April2_FinalDraft.DOC 214 17. Covenants Run With The Land The terms of this Agreement are legislative in nature, and apply to the Property as regulatory ordinances. During the term of this Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion thereof, and any interest therein, whether by sale, operation of law or other manner, and they shall inure to the benefit of the Parties and their respective successors. 18. Conflict with State or Federal Law ]n the event that State or Federal laws or regulations, enacted after the Effective Date, prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be modified (in accordance with Section 19 set forth below) Or suspended as may be necessary to comply with such State or Federal laws or regulations. Notwithstanding the foregoing, Owner shall have the right to challenge, at its sole cost, in a court of competent jurisdiction, the law or regulation preventing compliance with the terms of this Agreement and, if the challenge in a court of competent jurisdiction is successful, this Agreement shall remain unmodified and in full force and effect. 19. Procedure for Modification Because of Conflict with State or Federal Laws. In the event that state or federal laws or regulations enacted after the effective date of this Agreement prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, the parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Any such amendment or suspension of the Agreement shall be approved by the City Council in accordance with Chapter 19.60. 20. Periodic Review During the term of this Agreement, the City shall conduct "annual" and/or "special" reviews of Owner's good faith compliance with the terms and conditions of this Agreement in accordance with the procedures set forth in Chapter 19.60 of the South San Francisco Municipal Code. City may recover reasonable costs incurred in conducting said review, including staff time expended and attorney's fees. 21. Amendment or Cancellation of Agreement Page 13 of 222!22 Britannia East Grand Development Agreement F.'\File CabinetXProiects'q:uller- BritanniaXStaff Repom'Mpril 24 CCXDA Final B~itannia.docC:~DA Final Britannia April 19, 2002 l:\84951\3002\DVAGTgR.DOCC:\DOCUME l\kjohnson\LOCALS 1Wemp~Development_Agreemenl_Britannia_ April2_FinalDrafl.DOC 22. 23. 24. This Agreement may be further amended or terminated only in writing and in the manner set forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter 19.60 of the South San Francisco Municipal Code. Agreement is Entire Agreement. This Agreement and all exhibits attached hereto or incorporated herein contain the sole and entire Agreement between the parties concerning the Property. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each party acknowledges that it has relied on its own judgment in entering this Agreement. The parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. Events of Default Owner shall be in default under this Agreement upon the happening of one or more of the following events: (a) If a warranty, representation or statement made or furnished by Owner to the City is false or proves to have been false in any material respect when it was made; or (b) A finding and determination by the City made following an annual or special review under the procedure provided for in Government Code Section 65865.1 and Chapter 19.60 of the South San Francisco Municipal Code that, upon the basis of substantial evidence, Owner has not complied in good faith with the terms and conditions of this Agreement; or, (c) Owner fails to fulfill any of its obligations set forth in this Agreement and such failure continues beyond any applicable cure period provided in this Agreement. This provision shall not be interpreted to create acute period for any event of default where such cure period is not specifically provided for in this Agreement. Procedure upon Default (a) Upon the occurrence of an event of default, City may terminate or modify this Agreement in accordance with the provisions of Government Code Section 65865.1 and of Chapter 19.60 of the South San Francisco Municipal Code. (b) The City shall not be deemed to have waived any claim of defect in Owner's performance if, on annual or special review, the City does not propose to terminate this Agreement. Page 14 of 222122 Britannia East Grand Development Agreement FAFile Cabinet~roiectsVruller- BritanniaXStaff Repons\4pril 24 CCXDA Final Britannia. docC:'xDA Final Britannia April 19, 2002 1:\8'1951\3002\DVAGTgR.DOCC:\DOCUME l\kjohnson\LOCALS- I XTempXDevelopmenl_Agrecment_Britannia- April2_FinaIDraft.DOC I 25. (c) No waiver or failure by the City or Owner to enforce any provision of this Agreement shall be deemed to be a waiver of any provision of this Agreement or of any subsequent breach of the same or any other provision. (d) Any actions for breach of this Agreement shall be decided in a court of competent jurisdiction located in San Mateo County, California. The remedy for breach of this Agreement shall be limited to specific performance. By entering into this Agreement, Owner hereby waives any right to a jury trial for breach of this Agreement. (e) The City shall give Owner written notice of any default under this Agreement, and Owner shall have thirty (30) days after the date of the notice to cure the default or to reasonably commence the procedures or actions needed to cure the default. Attorneys fees and costs If legal action by either Party is brought because of breach of this Agreement or to enforce a provision of this Agreement, the prevailing Party is entitled to reasonable attorney's fees and court costs. (a) Action by Third Party. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project Approvals, the parties shall cooperate in defending such action. Owner shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse City for all reasonable court costs and attorneys' fees expended by City in defense of any such action or other proceeding. 26. 27. Severability If any term or condition of this Agreement is for any reason held by a final judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a material change in the consideration for this Agreement, then this entire Agreement shall likewise be invalid, and shall be deemed null and void and of no further force or effect following such judicial determination. No Third Parties Benefited No person other than the City, Owner, or their respective successors is intended to or shall have any right or claim under this Agreement, this Agreement being for the sole benefit and protection of the parties hereto and their respective successors. Similarly, no Page 15 of 222122 Britannia East Grand Development Agreement F:\File Cabinet~rojects'~Fuller- BritanniaXStaff Repom54pril 24 CCvDA Final Britannia. docC:kDA Final Britannia April 19, 2002 ]:\g~951\3002\DVAGTgR.DOCC:\DOCUME- l\kjohnson\LOCALS I~Temp~Developmenl_Agreement_Britannia- April2_Fi nalDrafl.DOC 217 amendment or waiver of any provision of this Agreement shall require the consent or acknowledgment of any person not a Party or successor to this Agreement. 28. Binding Effect of Agreement The provisions of this Agreement shall bind and inure to the benefit of the Parties originally named herein and their respective successors and assigns. 29. Relationship of Parties It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by City and Owner and that the Owner is not an agent of City. The parties do not intend to create a partnership, joint venture or any other joint business relationship by this Agreement. The City and Owner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Owner joint venturers or partners. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of City in connection with the performance of Owner's obligations under this Agreement. 30. Bankruptcy The obligations of this Agreement shall not be dischargeable in bankruptcy. 31. Mortgagee Protection: Certain Rights of Cure (a) Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum of this Agreement is recorded, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but ali of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees ("Mortgagees") who acquire title to the Property or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. (b) Mortgagee Not Obligated. No foreclosing Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of any improvements required by this Agreement, or to pay for or guarantee construction or completion thereof. City, upon receipt of a written request therefor from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Owner under this Agreement, provided that all defaults by Owner Page 16 of 222!22 Britannia East Grand Development Agreement F.'\File CabinetkProjects~uller- Britanniak~taff Repom'Mpril 24 COd')A Final Btitannia. docC:\DA Final Britannia April 19, 2002 1:\8'1951\3002\DVAGTgR.DOCC:\DOCUME l\kjohnson\LOCALS I\TempkDevelopment_Agreemenl_Britannia_ I April2_FinalDraft. DOC 2 1 ~ hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply with all of the provisions of this Agreement. (c) Notice of Default to Mortgagee. If City receives notice from a Mortgagee requesting a copy of any notice of default given to Owner hereunder and specifying the address for service thereof, City shall deliver to the Mortgagee concurrently with service thereof to Owner, all notices given to Owner describing all claims by the City that Owner has defaulted hereunder. If City determines that Owner is in noncompliance with this Agreement, City also shall serve notice of noncompliance on the Mortgagee, concurrently with service thereof on Owner. Each Mortgagee shah have the right during the same period available to Owner to cure or remedy, or to commence to cure or remedy, the condition of default claimed or the areas of noncompliance set forth in City's notice. 32. Estoppel Certificate. Either party from time to time may deliver written notice to the other party requesting written certification that, to the knowledge of the certifying party (i) this Agreement is in full force and effect and constitutes a binding obligation of the parties; (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications; and (iii) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, describing therein the nature and monetary amount, if any, of the default. A party receiving a request hereunder shall endeavor to execute and return the certificate within ten (10) days after receipt thereof, and shall in all events execute and return the certificate within thirty (30) days after receipt thereof. However, a failure to return a certificate within 10 days shall not be deemed a default of the party's obligations under this Agreement and no cause of action shall arise based on the failure of a party to execute such certificate within 10 days. The City Manager shall have the right to execute the certificates requested by Owner hereunder. City acknowledges that a certificate hereunder may be relied upon by permitted transferees and Mortgagees. At the request of Owner, the certificates provided by City establishing the status of this Agreement with respect to any lot or parcel shall be in recordable form, and Owner shall have the right to record the certificate for the affected portion of the Property at its cost. 33. Force Majeure. Notwithstanding anything to the contrary contained herein, either Party shall be excused for the period of any delay in the performance of any of its obligations hereunder, except the payment of money, when prevented or delayed from so doing by certain causes beyond its control, including, and limited to, major weather differences from the normal weather conditions for the South San Francisco area, war, acts of God or of the public enemy, fires, explosions, floods, earthquakes, invasions by non-United States armed forces, failure of transportation due to no fault of the Parties, unavailability of equipment, supplies, materials or labor when such unavailability occurs despite the applicable Party's good faith efforts to obtain same (good faith includes the present and actual ability to pay market rates Page 17 of 222~22 Britannia East Grand Development Agreement F.'\File Cabin. etx~ProjectskFuller- Britannia~Staff Repo~Ts\4pril 24 CC~)A Final Britamffa.docC.'~DA Final Britannia April 19, 2002 :\8'195 I\3002\DVAGT8R.DOCC:\DOCUME April2_FinalDrafl. DOC 1 \k johnson\LOCALS- 1 We rap\Development_Agreement_Britannia_ I 219 34. 35. 36. for said equipment, materials, supplies and labor), strikes of employees other than Owner's, freight embargoes, sabotage, riots, acts of terrorism and acts of the government (other than the City). The Party claiming such extension of time to perform shall send written notice of the claimed extension to the other Party within thirty (30) days from the commencement of the cause entitling the Party to the extension. Rules of Construction and Miscellaneous Terms (a) The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory, "may" is permissive. (b) Time is and shall be of the essence in this Agreement. (c) Where a Party consists of more than one person, each such person shall be jointly and severally liable for the performance of such Party's obligation hereunder. (d) The captions in this Agreement are for convenience only, are not a part of this Agreement and do not in any way limit or amplify the provisions thereof. (e) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date thereof. Exhibits Exhibit A - Map and Legal Description of Property Exhibit B - Planned Unit Development Permit, including Plan Set and Conditions of Project Approval Exhibit C - Obligations of Owner and City Exhibit D - Form Irrevocable Letter of Credit Notices All notices required or provided for under this Agreement shall be in writing and delivered in person (to include delivery by courier) or sent by certified mail, postage prepaid, return receipt requested or by overnight delivery service. Notices to the City shall be addressed as follow: City Clerk P.O. Box 711,400 Grand Avenue South San Francisco, CA 94083 Page 18 of 222!22 Britannia East Grand Development Agreement F)~File Cabinet'~Projects'~Fuller - BritanniaXStaff Repo~;~s\4pri124 CC~)A Final Britannia.docC.'SDA Final Britannia :\8 ] 951 \3002\DVAGTSR.DOCC:\DOCUME l \kj ohnson\LOCALS April2_FinalDrafl. DOC April 19, 2002 I \TempXDevelopment_Agreement_Britannia_ Notices to Owner shall be addressed as follows: Slough SSF, LLC c/o Slough Estates USA Inc. 33 West Monroe Street, Suite 2000 Chicago, IL 60603 Attention: William Rogalla A party may change its address for notice by giving notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. Page 19 of 222122 Britannia East Grand Development Agreement F.'V:ile Cabinet~°rojects~uller- BritanniaXStaff Repom%4pd124 CO,DA Final Britann. ia.docC.'X, DA Final Britannia April 19, 2002 l:\8'1951\30()2\DVAGTSR.DOCC:\DOCUME l\kjohnson\LOCALS l\TempXDevelopment_AgreemencBritannia- April2_Fi nalDraft. DOC 991 IN WITNESS WHEREOF this Agreement has been executed by the parties on the day and year first above written. C1TY OF SOUTH SAN FRANCISCO AT'FEST: By: Michael A. Wilson, City Manager City Clerk APPROVED AS TO FORM Steven T. Mattas, City Attorney OWNER Slough SSF, LLC, a Delaware limited liability company By: Slough Estates USA Inc., a Delaware corporation, Its Manager By: Name: Title: APPROVED AS TO FORM: Donald E. Kelley, Jr. Folger Levin & Kahn LLP Counsel for Owner Page 20 of 222!22 Britannia East Grand Development Agreement F:\File CabinetVOrojectsXFuller' BdtanniaXSta. ff Repom'Mpdl 24 CCXDA Final Britamtia. docC.'XDA Final Britannia April 19, 2002 l:\g'I951\3002\DVAGTER-DOCC:\DOCUME l\kjohnson\LOCALS I WempXDevelopmenl_Agrecment_Britannia- April2_FinalDrafl.DOC EXHIBIT A PROPERTY DESCRIPTION All that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: PARCEL I: A portion of the lands of W.P. Fuller and Company shown on the Record of Survey located in Volume 6 of L.L.S. Maps at page 117 in the Records of said County, described as follows: Beginning at the Southwesterly corner of the 18.5695 acre parcel shown on said Map; thence through the following numbered courses: I. North 00© 14' 37" West along the Westerly line of said Parcel 408.03 feet to the Southerly line of the Southern Pacific Company Right-of-Way shown as East Grand Avenue (60 feet wide) on said Map and a point on a non-tangent curve to the left from which the radius point lies North 39© 14' 21" West 413.10 feet. 2. Easterly along said curve through a central angle of 01 © 38' 21" an arc distance of 11.82 feet. 3. North 49© 07' 18" East tangent to said curve 140.89 feet. 4. South 86© 44' 41" East 672.34 feet. 5. South 03© '10' 20" West 515.30 feet to the Southerly line of said 18.5695 acre parcel. 6. North 86© 44' 37" West along said Southerly line 551.30 feet. 7. North 86© 14'41" West along said Southerly line 206.61 feet to the point of beginning. Said lands are described as Parcel "A" in that certain Lot Line Adjustment recorded March 25, 1996 as Document No. 96035012. APN: 015-102-270. PARCEL II: A portion of the lands of W.P. Fuller and Company shown on the Record of Survey recorded in Volume 6 of L.L.S. Maps at Page 117 in the records of said county, described as follows: Page 21 of 222!22 Britannia East Grand Development Agreement F:\File Cabinet\Projects\Fuller- BritanniaXSmff Report6Mpril 24 CCkDA Final Britannia.docC:'q)A Final Britannia Aprill9,2002 1:\8'~951 \300_2\DVAGTSR.DOCC:\DOCUME 1 \k johnson\LOCALS I ~TempXDevelopment_Agrc, ement_Britannia- April 2_Fi hal Draft. DOC BEGINNING at the intersection of the Westerly line of the 18.5695 acre parcel shown on said map with the Southerly line of the Southern Pacific Co. Right-of-Way shown as East Grand Avenue (60 feet wide) on said map and a point on a non-tangent curve to the left from which the radius point lies North 39° 14' 21" West 413.10 feet; thence through the following numbered courses: Easterly along said curve through a central angle of 01 ° 38' 21" an arc distance of 11.82 feet. 2. North 49° 07' 18" East tangent to said curve 140.89 feet. 3. South 86° 44'41" East 672.34 feet. 4. South 03° 10' 20" West 515.30 feet to the Southerly line of said 18.5695 acre parcel. South 86° 44' 37" East along said Southerly line 435.13 feet to the Easterly line of the ]ands shown on said map. 6. North 03° 15' 23" East along said Easterly line 865.45 feet. North 03° 28' 53" East along said Easterly line 100.00 feet to the Northerly line of the lands shown on said map. North 86(, 44' 37" West along said Northerly line 1252.36 feet to the Westerly line of the 6.6796 acre parcel shown on said map. South 00° '14' 37" East along said Westerly line and its Southerly extension 557.42 feet to the point of beginning. EXCEPTING THEREFROM the portions deeded to the City of South San Francisco and accepted by the Resolution recorded in Reel 7756 at Image 418 in the Official Records of said County. Said lands being described as Parcel "B" in that certain Lot Line Adjustment recorded March 25, 1996, as Document No. 96035012. APN: 015-101-090 and 015-102-280. Page 22 of 222122 Britannia East Grand Development Agreement April 19, 2002 F:~File Cabinet~Proiects'xFuller- BritanniaXStaff Repo~s\4pril 24 CCxDA Final Britannia.docC:X, DA Final Britannia 1:\8'195 I\3002\D\:AGTSR.DOCC:\DOCUME 1 \k johnson\LOCALS I\Temp~Development_Agreemcnt_Britannia_ April2_FinalDraft. DOC Exhibit C Britannia East Grand Development Agreement Owner Obligations Child Care Center. As part of the Project, Owner has agreed to construct an approximately eight thousand (8,000) square foot child care center ("Center"). The Center is intended to be on-site and to serve the tenants of the Project. However, due to various environmental issues affecting the site, Owner may not receive environmental clearance for an on-site center from the California Department of Toxic Substances Control ("DTSC") and/or from other governmental authorities having jurisdiction over environmental conditions at the site. Therefore, the Parties have agreed to the following terms in order to ensure the child care'needs of the City are met. Owner shall diligently pursue, to the extent necessary to permit construction of the Center on-site, the removal of the current deed restriction as imposed by DTSC, the removal of any other restrictions imposed by any other governmental authorities having jurisdiction over environmental conditions at the site, and the receipt of any other necessary waivers, approvals, consents and permits from DTSC and any governmental authorities having jurisdiction over environmental conditions at the site (collectively, "Environmental Clearances"). Bo By December 31,2003, Owner shall notify the City in writing, with · appropriate supporting documentation, either (i) that the Environmental Clearances necessary to permit construction of the Center on-site have been obtained or, in the alternative, that the applicable governmental authorities have agreed in writing to issue the Environmental Clearances, or (ii) that Owner has been unable to obtain issuance of or commitments to issue all such necessary Environmental Clearances. (1) On-Site Location: If Owner receives the necessary Environmental Clearances to construct the Center on-site, Owner shall obtain all required permits, including building permits and commence construction of the facility no later than December 31,2005, and Owner shall complete construction and receive a Certificate of Occupancy for the facility no later than December 31,2007. (2) Off-Site Location: If Owner is unable to obtain issuance of or commitments to issue all necessary Environmental Clearances by December 31,2003, or obtains such clearance but fails to submit an application for a building permit for the Center on or before December 31,2005, Owner shall instead: Exhibit C - Britannia Development Agreement April 19,2002 Page I of 5 Complete construction of an approximately 8,000 square foot childcare facility at an off-site location approved by the City, which approval shall not be unreasonably withheld or delayed, by no later than December 31,2007. Owner shall have acquired a site for the construction of said facility by June 30, 2006. Bo In the event Owner must build the facility off-site, potentially acceptable off-site locations include: (1) the East of 101 Plan Area, as defined in the General Plan, adopted October 1999; or (2) in a Regional Transit Facility located in the City of South San Francisco. Owner shall pay all costs associated with the acquisition of a site suitable for the Center, environmental review, permitting and ali other costs and fees, including attorney's fees, incurred as a result of acquiring the property, if necessary, through the City's power of eminent domain and all costs of constructing the facility and required improvements, if any. Co If Owner is unable to acquire a site that is acceptable to the City as set forth above by June 30, 2006, that is of reasonably sufficient size to construct the off-site facility, Owner shall instead pay a fee equal to the City's estimated reasonable costs to construct an equivalent facility, including all costs associated with the acquisition of a site suitable for the Center, environmental review, permitting and all other costs and fees, including attorney's fees, incurred as a result of acquiring the property, if necessary, through the City's power of eminent domain and building the Center. Widening Northbound Off-ramp and On-Ramp Approach at South Airport Mitigation Measure: In addition to the East of 101 Traffic lmpact Mitigation Fee applicable to the Project under the existing provisions governing the fee (currently $1.51 per gross square foot), Owner shall pay its fair share contribution to the widening of South Airport Boulevard/U.S. 101 Northbound ramps as required in the Britannia East Grand Final Environmental Impact Report. The total cost of said improvement is estimated to be One Million Three Hundred Sixty Four Thousand Dollars, including all costs of construction, including but not limited to design costs, consultant fees, bid preparation and administrative costs. Owner's contribution shall be paid at the rate of forty cents ($.40) per gross square foot upon issuance of each building permit for any structure in the Project, excluding the parking structures. Thus, Owner shall pay One Dollar and Ninety-One Cents Exhibit C- Britannia Development Agreement Page 2 of 5 April 19,2002 ($1.91) per gross square foot upon issuance of a building permit for any structure in the Project, excluding the parking structures. A. Payment of East of 101 Traffic Mitigation Fee: Owner acknowledges that the City is presently considering an amendment to the East of 101 Traffic Impact Mitigation Fee to address the Grand Avenue/U.S. 101 northbound ramp and the South Airport Boulevard/U.S. 101 ramp system which were not identified as required improvements in the original Fee Study adopted by the South San Francisco City Council on September 26, 2001 (Resolution No. 99- 2001). (1) If the South Airport Mitigation Measure is included as a project in the East of 101 Fee, and the resultant fee ("Amended Fee") is less than $1.91 per gross square foot, Owner shall be reimbursed based on each building permit obtained prior to adoption of the Amended Fee in an amount equal to the difference between the fee paid and the fee that would have been paid under the Amended Fee. Any such overpayment shall be refunded within sixty (60) days ~,~m w,-,J of Owner's first receiving a building permit based on the Amended Fee or, if Owner does not receive any such building perrnit within sixty (60) days after adoption of the Amended Fee. then the overpayment shall be refunded within thirty (30) days of receivine ~ Owner's written request fol' reimbursement. (2) Owner shall thereafter pay the East of 101 Traffic Mitigation Fee as specified in existing and subsequent Resolutions of the City Council .upon issuance of each subsequent building permit for buildings within the Project, but in no event shall such fee exceed $1.91 per gross square foot. (3)- If City has not adopted an Amended Fee by the expiration date of this Agreement, Owner shall not be liable for an Amended Fee that exceeds $1.91 per gross square foot for any building permits obtained during the term of this Agreement. Likewise, if an Amended Fee is adopted after the termination date of this Agreement and said fee is less than $1.91 per gross square foot, Owner shall not be entitled to reimbursement for any overpayment of fee paid during the term of this Agreement. Public Art Contribution: Owner shall install and provide artwork for public display in the Project. Said art project shall cost no less than three hundred thousand dollars ($300,000), which shall be installed on the Project site as follows: 1) artwork in the amount of at least One Hundred Fifty Thousand Dollars ($150,000) shall be installed within three years of the Effective Date of this Agreement; and 2) if less than $300,000 of artwork has been installed within three years of the Effective Date, the remaining amount shall be installed within five years of the Effective Date. The artwork to be installed by the Owner shall be subject to the reasonable approval of the City of South San Francisco prior to installation. Artworks installed pursuant to this section Exhibit C - Britannia Development Agreement April 19,2002 Page 3 of 5 shall be maintained by Owner or, in the event Owner's interest in the property is conveyed or subdivided, by Owner's successors, or, if applicable, by the Owner's Association for the Project. If an association of owners is created, said maintenance obligations and a budget related thereto shall be included in the Covenants, Conditions and Restrictions for the Project. Transportation Demand Management: Owner shall prepare an annual Transportation Demand Management (TDM) report, and submit same to City, to document the effectiveness of the TDM plan in achieving the goal of 30% alternative mode usage by employees within the Project. The TDM report will be prepared by an independent consultant, retained by City with the approval of Owner (which approval shall not be unreasonably withheld or delayed) and paid for by Owner, which consultant will work in concert with Owner's TDM coordinator. The TDM report will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. All non- responses to the employee commute survey will be counted as a drive alone trip. mo TDM Reports: The initial TDM report for each building on the Property will be submitted two (2) years after the granting of a certificate of occupancy with respect to the building, and this requirement will apply to all buildings on the Property except the parking facilities. The second and all later reports with respect to each building shall be included in an annual comprehensive TDM report submitted to City covering all of the buildings on the Property which are submitting their second or later TDM repons. Bo Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.120 of the South San Francisco Municipal Code. The initial TDM report shall either: (1) state that the applicable property has achieved 30% alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (2) state that the applicable property has not achieved the 30% alternative mode usage, providing an explanation of how and why the goal has not been reached, and a description of additional measures that will be adopted in the coming year to attain the TDM goal of 30% alternative mode usage. Penalty for Non-Compliance: If after the initial TDM report, subsequent annual reports indicate that, in spite of the changes in the TDM plan, the 30% alternative mode usage is still not being achieved, or if Owner fails to submit such a TDM report at the times described above, City may assess Owner a penalty in the amount of Fifteen Thousand Dollars ($15,000.00) per year for each percentage point below the minimum 30% alternative mode usage goal. Exhibit C- Britannia Development Agreement April 19,2002 Page 4 of 5 (l In determining whether a financial penalty is appropriate, City may consider whether Owner has made a good faith effort to meet the TDM goals. (2) If City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed . within the first three (3) years of the TDM plan (commencing with the first year in which a penalty could be imposed), such penalty sums, in the City's sole discretion, may be used by Owner toward the implementation of the TDM plan instead of being paid to City. If the penalty is used to implement the TDM Plan, an Implementation Plan shall be reviewed and approved by the City prior to expending any penalty funds. (3) Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail and Research and Development use permitted to be constructed on the Property. For example, if there is 200,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the penalty would be determined by multiplying Fifteen Thousand Dollars ($15,000.00) times a fraction, the numerator of which is 200,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property, subtracting the square footage of the parking facilities; this amount would then be multiplied by the number of percentage points below the 30% alternative mode usage goal. (4) The provisions of this section are incorporated as Conditions of Approval for the Project and shall be included in the approved TDM for the Project. 1 :\84951 \3002XDVAXC6R.DOCC:XDOCUME 1 \kjohnson~LOCALS AGREEMENT_Brilannia_April2_ExhibitC _Final_Clean.doc Final for City Council with Comments Post April 4, 2002 1Wemp\DEVELOPMENT Exhibit C- Britannia Development Agreement Page 5 of 5 April 19,2002 2'29 Figure 10-1 FORMER USEPA ' DESIGNATED AREAS OF CONCERN AND PROPOSED STRUCTURES Source: Harza, Final Please Il RCRA Facility Inve~ti~zation, May 3 !, 1996. 4 LEGEND: Former USEPA - Designated Area of Concern X ALL LOCATIONS APPROXIMATE Figure 10-2 SOIL CORRECTIVE MEASURES AND PROPOSED STRUCTURES Source: Henshaw Associates, Corrective Measures Completion Report, Sept 11, 2000  A LEGEND;  A reo currently copped with Aspholt or Structures oreo with cleon backfill Excovotlon * All other oreos <~re below the cleonup stondords 4 LE VI~: OVY~ 106, UO .~F ALL LOCATIONS APPROXIMATE 3 4$TO~y II?JJ.f~F 4 R&D BUTLDI~IG 3 ~I'ORY R,~*D BULLDOG .1 ~ORy