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HomeMy WebLinkAboutOrd. 1568-2018 (18-1029)City of South San Francisco P.O. Box 711 (City Hall, • 400 Grand Avenue) South San Francisco, CA • City Council Ordinance: ORD 1568 -2018 File Number: 18 -1029 Enactment Number: ORD 1568 -2018 ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT AMENDMENT WITH MILLER CYPRESS SSF, LLC FOR THE DEVELOPMENT OF A SEVEN- TO EIGHT-STORY MULTI- FAMILY RESIDENTIAL PROJECT WITH 195 UNITS AT 405 CYPRESS AVENUE, 204, 208, 212/214, AND 216 MILLER AVENUE ( "CADENCE PHASE 2 "). WHEREAS, Miller Cypress SSF, LLC ( "Developer ") has proposed construction of a high- density residential development, consisting of 195 residential units, 225 parking spaces, and residential amenities ( "Project ", or "Cadence Phase 2 ") at 405 Cypress Avenue, 204, 208, 212/214, and 216 Miller Avenue, APNs 012 - 314 -220, 012 - 314 -190, 012- 314 -180, 012- 314 -110, and 011- 014 -100 (collectively referred to as "Project Site ") in the City; and WHEREAS, the City and the Developer entered into a Development Agreement (DA 15-0003) for Phase 1 of the Project ( "Cadence Phase 1 ") for the construction of a high- density residential development consisting of 260 residential apartments and twelve for -sale residential townhomes and 342 total vehicle parking spaces over 309 Airport Blvd., 315 Airport Blvd., 401 -421 Airport Blvd., 405 Cypress Ave., and 216 Miller Ave. (collectively "Phase 1 Project Site ") in the City; and, WHEREAS, the City and the Developer now wish to amend the Development Agreement to incorporate Cadence Phase 2; and, WHEREAS, Developer seeks approval of a Conditional Use Permit and Design Review for the Project ( "Land Use Entitlements ") through a separate resolution; and, WHEREAS, approval of the Developer's proposal is considered a "project" for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. ( "CEQA "); and, WHEREAS, on January 28, 2015, the City Council certified an Environmental Impact Report ( "EIR ") (State Clearinghouse number 2013102001) in accordance with the provisions of the California Environmental Quality Act (Public Resources Code, §§ 21000, et seq., "CEQA ") and CEQA Guidelines, which analyzed the potential environmental impacts of the development of the Downtown Station Area Specific Plan; and, City of South San Francisco Page 1 File Number: 18 -1029 Enactment Number: ORD 1568 -2018 WHEREAS, on January 28, 2015, the City Council also adopted a Statement of Overriding Considerations in accordance with the provisions of CEQA and CEQA Guidelines, which carefully considered each significant and unavoidable impact identified in the EIR and found that the significant environmental impacts are acceptable in light of the project's economic, legal, social, technological and other benefits; and, WHEREAS, the Project is exempt from CEQA pursuant to CEQA Guidelines Section 15332 as it is a qualified in -fill development project; and WHEREAS, the Project is also exempt from CEQA pursuant to CEQA Guidelines Section 15183, as it is consistent with the General Plan and the DSASP and would have no environmental impacts that would be peculiar to the Project; and WHEREAS, the Project is also exempt from CEQA pursuant to Public Resources Code Section per Public Resources Code Section 21155.4 as the Project is a multi - family residential development that meets three specific criteria and has no new or more significant impacts than disclosed in the EIR, and is statutorily exempt from CEQA review; and WHEREAS, an Environmental Consistency Analysis for the Project was prepared pursuant to CEQA Guidelines Section 15183 and an Environmental Checklist was prepared pursuant to CEQA Guidelines Section 15168(c)(4) that concluded that even if the Project was not exempt from CEQA pursuant to the above - listed exemptions, in accordance with the requirements of CEQA Guidelines Section 15168, the Project is within the scope of the DSASP and would not result in any new significant environmental effects or a substantial increase in the severity of any previously identified effects beyond those disclosed and analyzed in the DSASP EIR certified by City Council nor would new mitigation be required; and WHEREAS, on September 6, 2018 the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing to solicit public comment and consider the proposed Development Agreement Amendment, took public testimony, and made a recommendation that the City Council adopt the Amendment; and, WHEREAS, the City Council held a duly noticed public hearing on November 28, 2018, to consider the Project entitlements and Development Agreement, and take public testimony. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1 FINDINGS NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which City of South San Francisco Page 2 File Number: 18 -1029 Enactment Number: ORD 1568 -2018 includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. ( "CEQA ") and the CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San Francisco General Plan and General Plan EIR; the Downtown Station Area Specific Plan Program EIR and Statement of Overriding Considerations; the South San Francisco Municipal Code; the Project applications; the Project Plans, as prepared by BDE Architects, dated August 22, 2018; the Environmental Consistency Analysis, including all appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the City Council's duly noticed November 28, 2018 meeting; and any other evidence (within the meaning of Public Resources Code Section 21080(e) and Section 21082.2), the City Council of the City of South San Francisco hereby finds as follows: A. General Findings The foregoing recitals are true and correct and made a part of this Ordinance; 1. The Development Agreement, attached hereto as Exhibit A, is incorporated herein by reference and made a part of this Ordinance as if set forth fully herein. 2. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Sailesh Mehra. 3. Based upon the testimony and information presented at the hearing and upon review and consideration of the environmental documentation provided, including but not limited to the Environmental Consistency Analysis, the City Council, exercising its independent judgment and analysis, finds that the Project is consistent with the analysis presented in the certified Downtown Station Area Specific Plan Program EIR, and that the Project would not result in any new significant environmental effects or a substantial increase in the severity of any previously identified effects beyond those disclosed and analyzed in the Downtown Station Area Specific Plan Program EIR certified by City Council nor would new mitigation be required for the Project. This is supported by the fact that, consistent with the Downtown Station Area Specific Plan EIR Mitigation Monitoring and Reporting Program, the project prepared Toxic Air Contaminants (TAC) and Green House Gas (GHG) Emissions Assessment, a Historic Resources Analysis, a Cultural Resources Analysis, and a Traffic and Circulation Analysis, all of which determined that the Project would not result in any new impacts not adequately evaluated and addressed by the Downtown Station Area Specific Plan Program EIR. B. Development Agreement Amendment Findings 1. The Development Agreement Amendment, as proposed, is consistent with the objectives, City of South San Francisco Page 3 File Number: 18 -1029 Enactment Number: ORD 1568 -2018 policies, general land uses and programs specified in the General Plan and the Downtown Station Area Specific Plan, both of which envision a high - density residential project adjacent to the Caltrain commuter station that can revitalize underused parcels and support economic activity in the Downtown area (see Gov. Code §§ 65868, 65867.5). Further, the land uses, development standards, densities and intensities, buildings and structures proposed are compatible with the goals, policies, and land use designations established in the General Plan (see Gov. Code § 65860), and none of the land uses, development standards, densities and intensities, buildings and structures will operate to conflict with or impede achievement of the any of the goals, policies, or land use designations established in the General Plan. 2. The Development Agreement Amendment, as proposed, is compatible with the proposed high - density residential use authorized in and the regulations prescribed for the land use district (Downtown Transit Core) in which the real property is located and complies with all applicable zoning, subdivision, and building regulations and with the guiding policies of the General Plan and Downtown Station Area Specific Plan. 3. The Development Agreement Amendment states: a. The duration of the Agreement Amendment shall be ten years, as specified in Section 2.2 of the Agreement; b. The permitted uses of the Project Site, shall include those uses listed as "permitted" in the Downtown Transit Core zoning sub - district, as specified in Section 2.7 of the Agreement Amendment; c. The density and intensity of use of the Project Site shall be as set forth in the Project Approvals and, as and when they are issued, any subsequent approvals, as specified in Section 2.7 of the Agreement Amendment; d. The maximum height, bulk and size of the proposed buildings on the Project Site shall be as set forth in the Project Approvals and, as and when they are issued, any subsequent approvals, as specified in Section 2.7 of the Agreement Amendment; and, e. Provisions for reservation or dedication of land for public purposes, the location of public improvements, and the general location of public utilities shall be as set forth in the Project Approvals and, as and when they are issued, any subsequent approvals, as specified in Section 2.8 of the Agreement Amendment. f. The Developer must satisfy all of the Community Benefits, as specified in Exhibit D of the City of South San Francisco Page 4 File Number. 18 -1029 Enactment Number. ORD 1568 -2018 Agreement Amendment, including but not limited to a local hire policy and transportation demand management program. SECTION 2. Approval of Development Agreement. A. The City Council of the City of South San Francisco hereby approves the Development Agreement Amendment with Miller Cypress SSF, LLC attached hereto as Exhibit A and incorporated herein by reference. B. The City Council further authorizes the City Manager to execute the Development Agreement, on behalf of the City, in substantially the form attached as Exhibit A, and to make revisions to such Agreement, subject to the approval of the City Attorney, which do not materially or substantially increase the City's obligations thereunder. SECTION 3. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. City of South San Francisco Page 5 File Number: 18 -1029 Enactment Number: ORD 1568 -2018 Introduced at a regular meeting of the City Council of the City of South San Francisco held the 28th day of November 2018. At a meeting of the City Council on 12/12/2018, a motion was made by Flor Nicolas, seconded by Mark Nagales, that this Ordinance be adopted. The motion passed. Yes: 5 Mayor Matsumoto, Vice Mayor Garbarino, Councilmember Addiego, Councilmember Nagales, and Councilmember Nicolas Attest by �" A60z�ot- awt�- osa Govea Acosta Karyl,A at um , Mayor City of South San Francisco Page 6 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Clerk City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Space Reserved for Recorder's Use Only This instrument is exempt from recording fees pursuant to Government Code section 27383. Documentary Transfer Tax is $0.00 (exempt per Revenue & Taxation Code section 11922, Transfer to Municipality). FIRST MAJOR AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND BIT SSF MILLER CYPRESS, LLC Cadence Phase 2 Project (Former Ford Properties Vacant Parking Lots) 204 Miller Avenue 208 Miller Avenue 212-214 Miller Avenue 216 Miller Avenue 405 Cypress Avenue South San Francisco, California Effective Date: __________, 2018 FIRST MAJOR AMENDMENT TO DEVELOPMENT AGREEMENT Cadence Phase 2 (Former Ford Properties Vacant Parking Lots) This FIRST MAJOR AMENDMENT TO THE DEVELOPMENT AGREEMENT (“First Amendment”) is entered into this ____ day of ________, 2018, by and between the CITY OF SOUTH SAN FRANSICO, a California municipal corporation (“City”), and BIT SSF MILLER CYPRESS, LLC (“Developer”), a Delaware limited liability company. Developer and City are, from time to time, referred to individually in this Agreement as a “Party” and collectively as the “Parties.” R E C I T A L S This Amendment is entered into upon the basis of the following facts, understandings and intentions of the parties: A. WHEREAS, the City and Miller Cypress SSF, LLC entered into that certain Development Agreement, recorded December 22, 2016 as Document No. 2016-137228 in the Official Records of San Mateo County (the “Original Development Agreement”) with respect to that certain real property located at known as County Assessor’s Parcel Numbers (“APN”) 012-317-110 (401 Airport Boulevard) (“Parcel A.1”), 012-317-100 (411 Airport Boulevard) (“Parcel A.2”), 012-317-090 (421 Airport Boulevard) (“Parcel A.3”), 012-318-030 (315 Airport Boulevard) (“Parcel D”), 012-314-100 (405 Cypress Avenue) (“Parcel B”), and 012-314-220 (216 Miller Avenue parking lot) (“Parcel C”). Parcel A.1, Parcel A.2 and Parcel A.3 are collectively, “Parcel A.” Parcel A, Parcel B, Parcel C and Parcel D are, collectively, the “Original Property.” Parcel A, Parcel B and Parcel D are collectively the “Cadence Phase 1 Property.” The Original Development Agreement, as modified by this First Amendment, is hereinafter the “Development Agreement.” B. WHEREAS, the Developer and South San Francisco Successor Agency, a public agency (“Successor Agency”) entered that certain Purchase and Sale Agreement dated August 23, 2016, as amended by the certain First Amendment to Purchase and Sale Agreement dated ________, 2018 (the “PSA”) that authorized the transfer of the Original Property to the City for subsequent conveyance to Miller Cypress SSF, LLC, and its authorized assignees. C. WHEREAS, in April 2016, Miller Cypress SSF, LLC assigned its interest and obligations under the PSA and the Original Development Agreement to Miller Cypress PRI, LLC and a Notice of Assignment was recorded December 22, 2016 as Document No. 2016- 137229 in the Official Records of San Mateo County (“Official Records”), and Miller Cypress PRI, LLC subsequently changed its legal operating name to BIT SSF Miller Cypress, LLC. D. WHEREAS, on December 22, 2016, by Grant Deed recorded in the Official Records as Document No. 2016-137231, the City transferred fee title to the Cadence Phase 1 Property to Developer, and Developer is currently constructing Phase 1 of the “Project” as defined and in accordance with the Original Development (the “Cadence Phase 1 Project.”). The Cadence Phase 1 Project, as defined herein and amended by this First Amendment, does not include the twelve (12) unit townhome project on Parcel C, defined as Phase 2 in Section 6.11(a)(ii) of the Original Agreement, or the surface parking lot originally proposed on Parcel B. E. WHEREAS, pursuant to the PSA, on April 26, 2017, by Grant Deed recorded in the Official Records as Document No. 2017- 035957, the City transferred fee title to Parcel C to SSF Miller Cypress Phase 2 LLC, as affiliate of Developer, subject to a partial assignment of the Original Development Agreement as to Parcel C as evidenced by a Notice of Assignment of Development Agreement recorded on April 26, 2017 as Document No. 2016-035958 in the Official Records. On ______, 2018, SSF Miller Cypress Phase 2, LLC then transferred title and assigned all of its interests and obligations with respect to Parcel C, the Development Agreement and the PSA to the Developer. F. WHEREAS, as contemplated under Section 5.6 of the PSA, the Developer submitted its notice of the “Land Assemby Option” as that term is defined in the PSA and entered into purchase and sale contacts with the private owners to acquire fee title to the following properties located between Parcel C and Parcel B: 204 Miller Avenue (APN No. 012- 314-110) (“204 Miller”), 208 Miller Avenue (APN No. 012-314-112) (“208 Miller”), and 212- 214 Miller Avenue (APN No. 012-314- 190) (“214 Miller”), which are currently developed with three one- and two-story commercial structures. G. WHEREAS, 204 Miller, 208 Miller, 214 Miller, Parcel B and Parcel C are all located within the Downtown Transit Core sub-district, total approximately 1.08 acres, and are more particularly described and depicted in Exhibit A (“Cadence Phase 2 Property”). H. WHEREAS, the proposed “Cadence Phase 2 Project” (or “Phase 2 Project”) on the Cadence Phase 2 Property consists of demolition of three existing buildings, the removal of two parking lots, site preparation and soil remediation, and the construction of 195 apartment homes in one seven to eight story building (due to grade change across the site, the total number of stories varies between seven and eight in order to maintain consistent ground plane access and activation from west to east) and accompanying ancillary uses (e.g., parking, amenities, offsite utility improvements, streetscape improvements), all as more particularly described in the Cadence Phase 2 Project Approvals (defined below). As described in the Cadence Phase 2 Project Approvals, the Developer may construct the Cadence Phase 2 Project in two phases “Phase 2A,” “Phase 2B,” or in one integrated phase, as described in the Cadence Phase 2 Project Approvals. I. In addition to this First Amendment, development of the Phase 2 Project requires that the Developer obtain from the City the following land use entitlements: Environmental Assessment, Conditional Use Permit; and Design Review. The entitlements listed in this Recital I are collectively referred to herein as the “Cadence Phase 2 Project Approvals.” The Cadence Phase 2 Project Approvals are listed in Exhibit B. The Cadence Phase 2 Property is located in the Downtown Transit Core and the Cadence Phase 2 Project Approvals meet the spirit and intent of the Downtown Station Area Specific Plan and the applicable sections of the South San Francisco Municipal Code. The Cadence Phase 2 Project will provide needed residential development along the Airport Boulevard corridor one-half mile of the relocated Caltrain station, one block from the historic retail cores of Grand Avenue and Linden Street, and adjacent to the Cadence Phase 1 Project, and will result in the removal of vacant and underutilized downtown properties that otherwise create gaps in the urban fabric, degrade pedestrian comfort, and create obstacles to accessing Caltrain and Grand Avenue. J. City has determined that the following public benefits and opportunities which are advanced by City and Developer entering into this Agreement, each as futher defined in community benefits letter, dated August 23, 2018, attached hereto as Exhibit D, and incorporated herein and in the Cadence Phase 2 Project Approvals: (1) the Developer has made a voluntary commitment to pay area-standard wages for the Project’s construction by hiring union labor and by implementing the proposed Local Hire Program (as defined herein), with a 5% local hire target in order to encourage and support the local workforce, (2) the Phase 2 Project includes the following: (i) an on-site public art commitment (ii) an innovative Transportation Demand Management plan, (iii) significant streetscape and public realm improvements (including enhanced sidewalk paving, street furniture, street trees, pedestrian- scale lighting, and street lighting along the project frontages of Miller Avenue and Cypress Avenue, the undergrounding of PG&E/AT&T/Comcast lines along the project frontages of Miller Avenue, Cypress Avenue, and Tamarack Lane, and street improvements along the project frontages of Miller Avenue, Cypress Avenue, and Tamarack Lane), (iv) installation of a storm drain and additional utility improvements along Miller Avenue between Cypress Avenue and 216 Miller Avenue to capture neighborhood stormwater runoff that currently floods the neighborhood, (v) the provision of green building measures that will result in 5% more energy efficiency than CA 2016 Title 24 requirements, (vi) mitigation of the environmental contamination on Parcel C and Parcel B; and (3) the Cadence Phase 2 Project will mitigate any significant environmental impacts, provide for and generate substantial revenues for the City in the form of one time and annual fees and exactions and other fiscal benefits; and otherwise achieve the goals and purposes for which the Development Agreement Statute was enacted. K. In exchange for the benefits to City described in the preceding Recital, together with the other public benefits that will result from the development of the Project, Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with the “Applicable Law” (defined below), and therefore desires to enter into this Agreement. L. On September 6, 2018, following a duly noticed public hearing, the Planning Commission [recommended] that the City Council approve this Agreement. M. The City Council, after conducting a duly noticed public hearing, has found that this Agreement is consistent with the General Plan and Zoning Ordinance and has conducted all necessary proceedings in accordance with the City’s rules and regulations for the approval of this Agreement. In accordance with SSFMC section 19.60.120, the City Council, at a duly noticed public hearing, adopted Ordinance No. _______-2018, approving and authorizing the execution of this Agreement. N. The Parties now desire to amend certain provisions of the Original Development Agreement, as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other valuable consideration and pursuant to Section 7.2(b) of the Agreement, the parties hereto agree to the following: 1. Defined Terms. All capitalized terms used herein shall have the meanings given in the Original Development Agreement, except as expressly otherwise defined in this First Amendment. 2. Enumeration of Specific Amendments; Relationship to Cadence Phase 1 Project. The Original Development Agreement is hereby revised to incorporate the following amendments, which shall apply only and exclusively to the Cadence Phase 2 Project and have no legal effect whatsoever on the Cadence Phase 1 Project, except as expressly provided herein. For the purpose of clarity, the Cadence Phase 2 Property is hereby incorporated into the Development Agreement, as amended by this First Agreement, for the purposes of development of the Cadence Phase 2 Project. In this Section 2, for clarity, where the amendment revises existing text, double underline text indicates new text; strikeout text indicates a deletion. 2.1 Article 1 (Definitions). The following definitions apply to this First Amendment, and shall control as to the Cadence Phase 2 Project to the extent any of the following definitions conflict with the Original Development Agreement: “Applicable Law” shall have the meaning set forth in Section 2.7 of this First Amendment. “Cadence Phase 1 Project” shall have the meaning set forth in Recital D of this First Amendment. “Cadence Phase 1 Property” shall have the meaning set forth in Recital A of this First Amendment. “Cadence Phase 2 Project” or “Phase 2 Project” shall have the meaning set forth in Recital C of this First Amendment. “Cadence Phase 2 Project Approvals” or “Phase 2 Project Approvals” shall have the meaning set forth in Recital I of this First Amendment. “Cadence Phase 2 Property” shall have the meaning set forth in Recital G of this First Amendment. “Developer” shall mean BIT SSF Miller Cypress, LLC, and its successors and assigns. “Development Agreement” shall have the meaning set forth in Recital A. “Development Fees” shall have the meaning set forth in Section 2.4. “Effective Date” shall have the meaning set forth in Section 4 of this First Amendment. “Original Property” shall have the meaning set forth in Recital A of this First Amendment. “Project Site” shall mean, collectively, the Cadence Phase 1 Property and the Cadence Phase 2 Property. “Project” shall mean, collectively, the Cadence Phase 1 Project and the Cadence Phase 2 Project. “PSA” shall have that meaning set forth in Recital B of this First Amendment. “Term” shall have that meaning set forth in Section 2.3 of this First Amendment. 2.2 Section 2.1 (Effective Date). Section 2.1 of the Original Development Agreement is hereby amended and restated to read in its entirety as follows: This First Agreement shall become effective upon the date the ordinance approving this Agreement becomes effective (“Effective Date”). The City Clerk shall insert the Effective Date on the cover sheet and record this First Amendment in the Official Records. 2.3 Section 2.2 (Term). Section 2.2 of the Original Development Agreement is hereby amended and restated to read in its entirety as follows: The term of this First Amendment (“Term”) shall commence upon the Effective Date and continue for a period of ten (10) years. 2.4 Section 3.2 (b) (City Fees). Section 3.2(b) of the Original Development Agreement is hereby amended and restated to read in its entirety as follows: Consistent with the terms of this First Agreement, City shall have the right to impose only such development fees (“Development Fees”) as have been adopted by City and in the rates in effect as of the Effective Date of this First Agreement and shown on Exhibit C. This shall not prohibit City from imposing on Developer any fee or obligation that is imposed by a regional agency in accordance with state or federal obligations and required to be implemented by City. Development Fees shall be due upon issuance of building permits or certificates of occupancy for the Project, as may be required under the adopting ordinance for such Development Fees, except as otherwise provided under the The Original Development Agreement, as modified by this First Amendment or the Cadence Phase 2 Project Approvals. 2.5 Section 3.5 (Electrical Charging Stations). Section 3.5 of the Original DevelopmentAgreement is hereby amended and restated to read in its entirety as follows: Developer shall provide electric charging stations in a minimum of two percent of the total parking spaces provided in the parking garages constructed on the Cadence Phase 2 Project Parcels A and D and shall also install all necessary conduit for ten (10) additional electric vehicle charging stations, with the final location of the installed stations and conduit subject to approval by the Chief Planner. 2.6 Section 5.6(a) (Existing Fees). Section 5.6(a) of the Original Development Agreement is hereby amended and restated to read in its entirety as follows: The Parties understand and agree that as of the Effective Date of this First Amendment the fees, exactions, and payments listed in Exhibit C to this First Amendment are the only City fees and exactions applicable to the Cadence Phase 2 Project. Except for those fees and exactions listed in Exhibit C, no new or increased fees, exactions, or assessments shall be applicable to the the Project Site, or any portion thereof. 2.7 Section 6.3 (Applicable Law). Section 6.3 of the Original Development Agreement is hereby amended and restated to read in its entirety as follows: The rules, regulations, official policies, standards and specifications applicable to the Cadence Phase 2 Project (the “Applicable Law”) shall be those set forth in the Original Development Agreement as amended by this First Amendment, and the Cadence Phase 2 Project Approvals, and, with respect to matters not addressed by the Original Development Agreement, as amended by this First Agreement or the Cadence Phase 2 Project Approvals, those rules, regulations, official policies, standards and specifications (including City ordinances and resolutions) governing permitted uses, building locations, timing of construction, densities, design, heights, fees, exactions, and taxes in force and effect on the Effective Date of this First Amendment. 2.8 Section 6.11 (Timing and Review of Project Construction and Completion) Section 6.11 of the the Original Development Agreement Agreement is hereby amended and restated to read in its entirety as follows and this Section 2.7 shall also apply to the Cadence Phase 1 Project: (a) The Project consists of two phases. Phasing will occur in such a manner as to always preserve the potential for 272 455 residential units on the site during the Term of the Agreement. (i) The Cadence Phase 1 Project shall include: • Two seven-story residential buildings on Parcels A & D, with a minimum of 260 apartment units between them and two levels of parking garages in each building. • A parking lot on Parcel B at 405 Cypress Avenue. • All site improvements and design features as shown on the Cadence Phase 1 Project Approvals for Phase 1. (ii) The Cadence Phase 2 Project shall include: • Twelve (12) for-sale townhomes at 216 Miller Avenue195 apartment units which may be developed in subphases (Phase 2A (101 units), Phase 2B (94 units)) as described in the Cadence Phase 2 Project Approvals. • All site improvements and design features as shown on the Cadence Phase 2 Project Approvals for Phase 2. 2.9 6.12 (No Housing Restrictions on Rental Residential Component). Section 6.3 of the Original Development Agreement is hereby amended and restated to read in its entirety as follows: City acknowledges and agrees that the residential component of the Project, other than the twelve townhomes, is proposed for, approved as, and will be constructed as market-rate rental housing. City represents and warrants that no inclusionary housing, occupancy limitation or control, and no rent control requirement applies to the Project so long as the residential component is comprised solely of rental housing. City covenants that it will not adopt or attempt to apply any such restrictions, requirements or controls to the Project, other than the twelve townhomes, so long as the residential component is solely comprised of rental housing. The City is in the process of adopting an affordable housing impact fee, but the City acknowledges such fee shall not apply to the Project because the application for the Cadence Phase 2 Project has been submitted by the Developer and has been deemed complete by the City as of August 24, 2018. 2.10 Exhibit A (Description and Diagram of Project Site). Exhibit A of the Original Agreement is hereby amended and restated to mean Exhibit A of this First Amendment. With respect to the Cadence Phase 1 Property, it shall no longer include Parcel B or Parcel C which is now deemed only part of the Cadence Phase 2 Property. 2.11 Exhibit B (List of Project Approvals). Exhibit B of the Original Agreement is hereby amended and restated to mean Exhibit B of this First Amendment. 2.12 Exhibit C (Applicable Laws & City Fees, Exactions and Payments). Exhibit C of the Original Agreement is hereby amended and restated to mean Exhibit C of this First Amendment. 3. Ratification; Relationship with Original Development Agreement. Except as expressly modified by this Amendment, the Original Development Agreement remains in full force and effect. To the extent of any inconsistency between this First Amendment and the Original Development Agreement with respect to the Cadence Phase 2 Project this First Amendment shall control. To the extent of any inconsistency between this First Amendment and the Original Development Agreement with respect to the Cadence Phase 1 Project the Original Development Agreement shall control. IN WITNESS WHEREOF, City and Developer have executed this First Amendment as of the date first written above. [Remainder of Page Blank] CITY CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: ___________________________ Name: ______________________ City Manager ATTEST: By: ___________________________ City Clerk APPROVED AS TO FORM: By: ___________________________ City Attorney DEVELOPER: BIT SSF MILLER CYPRESS, LLC, a Delaware limited liability company By: SRGNC MF Miller Cypress, LLC, a Delaware limited liability company its Managing Member By: SRGNC MF, LLC a Delaware limited liability company, its Managing Member By: Mark R. Kroll President A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On _________________________ before me _________________________________________ (insert name and title of the officer) personally appeared ______________________________________________________________, who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ______________________________ (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On _________________________ before me _________________________________________ (insert name and title of the officer) personally appeared ______________________________________________________________, who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ______________________________ (Seal) Exhibit A Description and Diagram of Cadence Phase 2 Property REAL PROPERTY IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: Exhibit B List of Cadence Phase 2 Project Approvals [To be confirmed and filled in with final reference information prior to execution, following entitlements approval] • Environmental Consistency Analysis (File #________) approved by the City Council on _______, 2018 by Resolution No. ___-2018. • Conditional Use Permit (File #________) approved by the City Council on _______, 2018 by Resolution No. ____-2018. • Design Review (File # ________) approved by the City Council on _________, 2018 by Resolution No. __-2018. • Development Agreement (File #_______) approved by the City Council on ________, 2018 by Ordinance No. 1512-2018. Exhibit C Applicable Laws & City Fees, Exactions, and Payments for Cadence Phase 2 Project CURRENT SOUTH SAN FRANCISCO LAWS Developer shall comply with the following City regulations and provisions applicable to the Property as of the Effective Date (except as modified by this First Amendment and the Cadence Phase 2 Project Approvals). 1.1. South San Francisco General Plan. The Developer will develop the Project in a manner 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 prior to the Effective Date. 1.2 Downtown Station Area Specific Plan. The Developer will develop the Project in a manner consistent with the objectives, policies, general land uses and programs specified in the South San Francisco Downtown Station Area Specific Plan, as adopted in January 2015, and as amended prior to the Effective Date. 1.3 Downtown Station Area Specific Plan Zoning District. The Developer shall construct the Project in a manner consistent with the Downtown Station Area Specific Plan Zoning District applicable to the Project as of the Effective Date (except as modified by this First Amendment). 1.4 South San Francisco Municipal Code. The Developer shall construct the Project in a manner consistent with the South San Francisco Municipal Code provisions, as applicable to the Project as of the Effective Date (except as modified by this First Amendment). FEES, EXACTIONS, & PAYMENTS Subject to the terms of Section 5.6(b) of the Original Development Agreement, Developer agrees that Developer shall be responsible for the payment of the following fees, charges, exactions, taxes, and assessments (collectively, “Assessments”). From time to time, the City may update, revise, or change its Assessments. Further, nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City pursuant to and in accordance with any statutory procedure for the assessment of property to pay for infrastructure and/or services that benefit the Property. Except as indicated below, the amount paid for a particular Assessment, shall be the amount owed, based on the calculation or formula in place at the time payment is due, as specified below. 2.1 Administrative/Processing Fees. The Developer shall pay the applicable application, processing, administrative, legal and inspection fees and charges, as currently adopted pursuant to City’s Master Fee Schedule and required by the City for processing of land use entitlements, including without limitation, General Plan amendments, zoning changes, precise plans, development agreements, conditional use permits, variances, transportation demand management plans, tentative subdivision maps, parcel maps, lot line adjustments, general plan maintenance fee, demolition permits, and building permits. 2.2. Impact Fees (Existing Fees). Except as modified below and as set forth in Section 2.6 of this First Amendment, the following existing impact fees shall be paid for net new square footage at the rates and at the times prescribed in the resolution(s) or ordinance(s) adopting and implementing the fees. (a) Child Care Impact Fee. (SSFMC Chapter 20.115; Ordinance 1432-2001). (b) Public Safety Impact Fee. (Resolution 97-2012) Prior to receiving a building permit the Project, the Developer shall pay the Public Safety Impact Fee, as set forth in Resolution No. 97-2012, adopted on December 10, 2012, to assist the City’s Fire Department and Police Department with funding the acquisition and maintenance of Police and Fire Department vehicles, apparatus, equipment, and similar needs for the provision of public safety services. (c) Sewer Capacity Charge. (Resolution 39-2010) Prior to receiving a building permit for tenant improvements for the Project, the Developer shall pay the Sewer Capacity Charge, as set forth in Resolution No. 39- 2010. (d) General Plan Maintenance Fee. Per Resolution 74-2007. (e) Park and Recreation Fees. Per SSFMC Chapter 8.67. (f) Bicycle and Pedestrian Impact Fee. Per SSFMC Chapter 8.68. 2.3 User Fees. (a) Sewer Service Charges. (assessed as part of property tax bill) (b) Stormwater Charges. (assessed as part of property tax bill) 2.4 Community Benefit Committments. Developer shall be obligated to satisfy all of the “Community Benefits” pursuant to SSFMC Section 20.280.005(A)(1)(a), (b), (c), (h), and (g) identified in the Community Benefits Letter, attached to the First Amendment as Exhibit D. 2.5 Business License Tax Modifications. In the event that the City’s business license tax is modified and duly approved by voters, and any subsequent tax modifications become applicable to the properties on the Project during the term of this Agreement, Developer shall be responsible to pay the applicable business license tax amounts, as modified. 1 August 23, 2018 Ms. Adena Friedman Senior Planner City of South San Francisco 315 Maple Street South San Francisco, CA 94083 RE: Cadence Phase 2 Application: Community Benefits and Financial Analysis under Section 20.280.005(A) and Summary of Other Public Benefits for Former Ford Properties/Vacant Miller Avenue Parking Lots Dear Ms. Freidman: As you know, Sares-Regis Group of Northern California (“Sares Regis”) is well under construction on Cadence Phase 1, which is expected to be completed and open to new residents in the first quarter of 2019. The next phase of the overall project, Cadence Phase 2 (“Project”), includes Parcel B (405 Cypress Ave) and Parcel C (216 Miller Ave) of the Former Ford Properties as contemplated under the “Revised Parcel C Entitlements Application” defined in Section 5.6 of the Purchase and Sale Agreement and Joint Escrow Instructions dated February 23, 2016 (“PSA”), as well as three privately assembled parcels between those two sites addressed as 204, 208, and 212/214 Miller Avenue. Sares Regis requests an increase in density to 180 DUA for these five sites for construction of a new residential apartment building, as described in more detail in the Planning Application submitted on December 12, 2017 and as updated during the review process. Pursuant to the Downtown Station Area Specific Plan (DSASP) Section 20.280.005 (A) Additional Development Standards, Sares Regis proposes the following “Community Benefits,” listed in the order of Section 20.280.005(A)(1), and includes the financial evaluation, as required by 20.280.005(A)(2) to allow the City to make a reasonable assessment of the value of the Community Benefits offered relative to the value of the additional density (87 units) sought. We also summarize other project benefits of Cadence Phase 2 that are consistent with the goals and policies of the DSASP but that do not fit expressly in the explicitly defined category of Community Benefits under Section 20.280.005. Sares Regis requests the City Council, in its discretion, consider as additional “project benefits” when reviewing the project. As described below, the value of the Community Benefits, even without the project benefits, vastly outweighs the value of the additional density. Exhibit D: Community Benefits Letter 2  Local Hire Program (20.280.005(A)(1)(a)) (Estimated cost of 20% to 30% of construction value: $19,200,000 to $28,800,000)  Voluntary commitment to pay area-standard wages for the Project’s construction by hiring union labor and by implementing the proposed Local Hire Program described in Attachment A with a 5% local hire target in order to encourage and support the local workforce.  Consistent with Downtown Station Area Specific Plan Policy LU-1, the Project will result in the City of South San Francisco having more construction workers employed in high- quality construction jobs with career paths, job training, and area-standard wages. Committing to these area-standard wages and job benefits means more money recirculating into the local economy during construction, thereby increasing the overall associated economic benefit of the Project’s construction. Having a local workforce also means: 1) additional sales tax dollars for the City as construction wages are recirculated within the local economy; 2) greater opportunities for local youth and veterans to enter the middle class by way of the targeted higher percentage of local apprentices employed on the Project; and, 3) reduced traffic and greenhouse gas emissions from fewer workers will needing to commute into South San Francisco to build the Project.  Public Art (20.280.005(A)(1)(b)) (Estimated Cost: $75,000)  Installation of public art. With City approval, the Project could also combine these Phase 2 public art dollars ($75,000) with those for Phase 1 ($25,000) for an even more impactful combined public art.  Transit Subsidies and Alternative Transportation Incentives (20.280.005(A)(1)(b)) (Estimated Cost: $200,000)  Provision of a robust Transportation Demand Management (TDM) plan that takes advantage of the following Project characteristics: o Housing and increased population density within a 0.5-mile radius of Caltrain that will promote train ridership and help secure increased train frequency, thereby reducing overall transportation emissions. o Residential housing opportunities in a walkable downtown neighborhood that will allow younger employees and older retirees to live in an area that is walkable to daily services, dining establishments, and local retailers (Per Greentrip, the Project’s location has a rating of “89 - Very Walkable”). o Development that will support the existing Grand Avenue and Linden Avenue retailers by bringing nearby workers and residents from other parts of South San Francisco closer to the primary retail corridors across more hours of the day.  The TDM plan itself includes transit subsidies and other incentives for residents to reduce single occupant vehicle use and the need for on-site parking, as described in more detail in Attachment B. 3  Local Streetscape Enhancements (20.280.005(A)(1)(c)) (Estimated Cost: $2,700,000)  Streetscape improvements in the public realm that include: enhanced sidewalk paving, street furniture, street trees, pedestrian-scale lighting, and street lighting along the project frontages of Miller Avenue and Cypress Avenue and as shown on the landscape plan; the undergrounding of PGE/ATT/Comcast lines along the project frontages of Miller Avenue, Cypress Avenue, and Tamarack Lane; and half street improvements along the project frontages of Miller Avenue, Cypress Avenue, and Tamarack Lane.  Installation of a storm drain and additional utility improvements along Miller Avenue between Cypress Avenue and 216 Miller Avenue to capture neighborhood stormwater runoff that currently floods the neighborhood and as shown on the utility plans. Infrastructure will be dedicated to the City upon completion.  Provision of Green Building Measures Over and Above Applicable Title 15 Thresholds (“Building and Construction”) in the South San Francisco Municipal Code. (20.280.005(A)(1)(g)) (Estimated Cost: $500,000)  LEED rating tied to 5% more energy efficiency than CA 2016 Title 24 requirements. The estimated total cost of the Community Benefits described above is $27,475,000. The value of the density bonus for the additional 87 units is approximately $5,742,000 ($66,000 for each additional unit), which is significantly less than the value of the Community Benefits offered as part of the Project proposal. Cadence Phase 2 Community Benefits Value Comparison Table Additional units provided by Community Benefits 87 Description of Community Benefit Total Cost Cost Per Additional 87 Units Local Hire Program paying area standard wages $ 24,000,000 $ 275,850 Public Art $ 75,000 $ 850 TDM measures $ 200,000 $ 2,300 Local Streetscape Enhancements $ 2,700,000 $ 31,025 Green Building Measures $ 500,000 $ 5,750 Total Costs $ 27,475,000 $ 315,800 Value of 87 Units $ 5,742,000 $ 66,000 Additional project benefits listed below are proposed as part of Cadence Phase 2’s development but are not considered within the express DSASP Community Benefits. Nonetheless, they provide substantial 4 public benefits and help achieve several of the City’s goals and objectives enumerated in the DSASP, General Plan, and Climate Action Plan.  Implementation of the City’s goal to promote new housing near its commercial job centers (Oyster Point and Grand Avenue corridor), which allows for greater use of alternative transportation modes (walking, biking, transit) to reduce auto trips and greenhouse gas emissions in conformance with the City’s Climate Action Plan.  Fulfillment of the City’s vision for a vibrant, transit-oriented downtown through the development of 195 high-quality apartment homes within walking distance of the train, downtown, and the Oyster Point employment hub.  Contribution of over $4,670,000 in fees, including: $665,000 of Sewer Capacity fees; $360,000 of Childcare fees; $110,000 of Public Safety fees; $35,000 of Bicycle and Pedestrian Impact fees; $570,000 in School District fees; and $2,930,000 in Parks and Recreation Impact fees.  Generation of property tax revenue of over $1,500,000 during the first year of occupancy based on a per unit value of $650,000. Over ten years, property tax revenue value will be more than $15,000,000.  Creation of residential housing at a high density so that its scale can provide for a diverse range of unit types and creates a larger supply of critically needed housing.  Mitigation of the environmental contamination at 216 Miller Avenue and 405 Cypress Avenue that would be required for any redevelopment to occur on these sites. The plan includes the mitigation of 2,000+/- cubic yards of lead on the two sites  Removal of vacant and underutilized downtown properties that otherwise create gaps in the urban fabric, degrade pedestrian comfort, and create obstacles to accessing Caltrain and Grand Avenue. Necessary to provide this benefit are ground improvements to address the liquefiable soil on Parcel C to allow development on this property that previously never contained a structure. City Fees Total Cost Cost Per Unit (195) Sewer Capacity $ 665,000 $ 3,425 Child Care Impact $ 360,000 $ 1,850 Fire Life Safety $ 110,000 $ 565 Bike Pedestrian $ 35,000 $ 170 School Fees $ 570,000 $ 2,920 Park Fees $ 2,930,000 $ 15,026 Additional Real Estate Tax Paid (over ten years) $ 15,000,000+ $ 76,925+ Subtotal $ 19,670,000+ $ 100,881+ Grand Total (w/Community Benefits) $ 47,145,000+ $ 241,769 + 5 If you have any questions or need any additional information related to this request, I can be reached at 415-250-5515 or [email protected]. Sincerely, Ken Busch Senior Vice President 6 Attachment A Local Hire Policy Cadence Phase 2 South San Francisco, California Union Local Hire Contractor Policy INTRODUCTION AND APPLICATION OF POLICY BIT SSF Miller Cypress, LLC, together with its affiliates (“BIT SSF Miller Cypress, LLC,”) has developed a Union Local Hire Contractor Policy for the initial construction of the Cadence Phase 2 Project in South San Francisco, California (the “Project”), which is elaborated below. This policy will result in the City of South San Francisco having more local construction workers employed at the Cadence Phase 2 Project. Having a local workforce means: 1) additional sales tax dollars for the City as construction wages are recirculated within the local economy; 2) a higher percentage of local apprentices will be employed on the project providing local youth and Veteran’s greater opportunity to gain a career pathway into the middle class; and, 3) reduced traffic and green gas house emissions as fewer workers will be computing into South San Francisco to build the project. BIT SSF Miller Cypress, LLC, has a deep interest in the well-being of its contractors employed to construct the Project. BIT SSF Miller Cypress, LLC, through its union commitment at Cadence Phase 2 has a strong commitment to this Union Local Hire Contractors Policy (“Policy”). The Policy anticipates hiring a union general contractor for the Project (“General Contractor”) and requiring the General Contractor to comply with this Policy when it hires union subcontractors for the Project (“Subcontractors”). As used in this Policy, the term “Contractor” means the General Contractor and the Subcontractors. This Policy would encourage hiring of Subcontractors from the San Francisco Metropolitan Bay Area with a focus on residents of South San Francisco, subject to fiduciary principles concerning duties of loyalty and prudence. BIT SSF Miller Cypress, LLC, believes that a union-affiliated workforce provides an opportunity to include local residents in the construction of the Project with fair wages and benefits (including for example, union-paid family health care coverage, pension benefits, and apprenticeship programs), so therefore, BIT SSF Miller Cypress, LLC, is committed to General Contractor and Subcontractor required participation in labor unions to construct the Project. During the construction of Cadence 2 BIT SSF Miller Cypress, LLC will work with the local union affiliates for the union affiliates to attend four to six job fairs targeting local returning veterans, high school students and local community colleges. BIT SSF Miller Cypress, LLC will work with the City to identify appropriate job fairs (e.g. El Camino High School job fair, South San Francisco High School job fair, Baden High School job fair) and work with the local union affiliates to attend these events. 7 I. REQUIREMENTS OF UNION LOCAL HIRE POLICY A. Local Hire Pre-Qualification Process: The General Contractor will undertake commercially reasonable, good faith efforts to pre-qualify local companies as Subcontractors (“Pre- Qualify”). The General Contractor will also require Subcontractors to undertake commercially reasonable, good faith efforts to hire qualified local employees for construction work on the Project. Such efforts may include but are not limited to: a. Qualification Factors. To Pre-Qualify, the General Contractor will consider union affiliation, as well as factors such as financial stability, capability, safety, experience, reputation, honesty, integrity, timeliness, and dependability. The General Contractor or BIT SSF Miller Cypress, LLC, reserve the right to invite any firm to Pre-Qualify, to bid on work in the Project and to consider other factors in their discretion. b. Solicitation of Local Companies. The General Contractor will solicit local companies to Pre-Qualify to receive opportunity to bid on work required to construct the Project. The General Contractor will be required to notice to Pre-Qualify in local trade publications, bulletin boards and union building trades councils. c. Interview and Invitation to Bid. Depending on the responses to the prequalification notice, General Contractor may interview qualified potential Subcontractors solicited through Pre-Qualification efforts and invite local Subcontractors who Pre-Qualify to compete for the work when all other considerations in a hiring determination are otherwise equal. Given the time and expense required to solicit and evaluate bids, it is not required that the General Contractor invite all potential bidders. d. All requests for proposals and invitations to bid covered by this Policy shall include terms of this Policy and shall request information from bidders to assist in evaluating a bid. e. Subcontractors to request local project workers from the union with a priority for workers: 1. Workers living in South San Francisco 2. Workers living in the County of San Mateo, San Francisco, Santa Clara, Alameda County, and Contra Costa County 3. Workers living in Northern California 4. Workers living in other residency B. Monitoring and Reporting. Once each 6 months, BIT SSF Miller Cypress, LLC, shall require the General Contractor to monitor and report on its efforts to Pre-Qualify Subcontractors to BIT SSF Miller Cypress, LLC, and likewise require Subcontractors, or the applicable union affiliate, to monitor and provide reports of their efforts in this regard to BIT SSF Miller Cypress, LLC. C. Fiduciary Duty: Notwithstanding any other consideration, Project shall be constructed for the exclusive benefit of BIT SSF Miller Cypress, LLC. BIT SSF Miller Cypress, LLC,’s duty to the beneficiaries of BIT SSF Miller Cypress, LLC, shall take precedence over any other duty. D. Competitive Return: To comply with duties of loyalty and prudence, all investments and services must be made and managed in a manner that produces a competitive, risk-adjusted return. 8 E. Selection: The Contractors are charged with the duty to exercise the care, skill, prudence and diligence appropriate to the task to be completed including the selection of Subcontractors and employees working on the Project. F. Local, State and Federal Laws: All Contractors shall be required, and solely responsible, for complying with all applicable local, state, and federal laws (including by way of illustration those pertaining to insurance, withholding taxes, minimum wage, labor relations, health, and occupational safety). II. SELECTION PREFERENCE OF SUBCONTRACTORS BIT SSF Miller Cypress, LLC, will require the General Contractor to use commercially reasonable, good faith efforts to hire its Subcontractors through a competitive selection process taking this Policy into account, with a goal of 5% of total construction jobs, including a goal of 10% of all apprenticeship jobs, from categories 1 and 2, above. The purpose of this provision is to encourage fair competition and to actively seek bids from all qualified sources within an area, and to encourage hiring of those identified under this Policy. General Contractor will be required to create a bidding process that includes notification and invitations to Pre-Qualify (Section IIA) to be distributed to a broad spectrum of potential bidders, particularly local firms. If the requirements of Section IIA through F, above, are satisfied, BIT SSF Miller Cypress, LLC, expresses a strong preference for local hiring. BIT SSF Miller Cypress, LLC, and the General Contractor will make decision of each Subcontractor based on union affiliation, financial stability, capability, safety and experience and fee, among other factors. General Contractor and BIT SSF Miller Cypress, LLC, reserve the right to invite any firm to bid on work in the Project based on their history with the Subcontractor. General Contractor and BIT SSF Miller Cypress, LLC, reserve the right to award any contract to the contractor or subcontractor in their sole discretion that they consider the best subcontractor for the Project. III. APPLICATION, MONITORING AND ADMINISTRATION A. Application: This Policy shall apply to Cadence Phase 2 only. B. Notification: BIT SSF Miller Cypress, LLC, or the General Contractor, shall provide all applicable current and prospective Contractors with a copy of this Policy. C. Solicitation Documents: All requests for proposal and invitations to bid for construction covered by this Policy shall include the terms of this Policy. Bidders shall be requested to provide information to assist in evaluating a bid under this Policy. D. Contracts: All construction contracts pertaining to the Project over the minimum contract amount entered into after the effective date of this Policy and pertaining to the Project shall include the terms of this Policy. E. Responsibilities: The responsibilities of BIT SSF Miller Cypress, LLC,’s staff, General Contractor, and unions are defined as follows: i. BIT SSF Miller Cypress, LLC, shall have the following responsibilities: 9 1. Review the Contractors’ annual certification statement regarding compliance with the Policy. 2. Insert appropriate contract language where applicable. 3. Maintain a simplified bid summary for each applicable contract. The summary should include identifying contract, successful bidder, and bidder’s status under this Policy. 4. Maintain list of any interested local hire contractor. (Names, addresses and telephone numbers). 5. Seek from trade union/service unions input in the development of local hire contractor list. 6. Reporting to the City of South San Francisco, upon request. ii. General Contractor: The General Contractor will have responsibility for the following: 1. Provide the Policy to any interested Subcontractor. 2. Ensure there is a competitive selection process that is inclusive of potentially eligible local hire Subcontractors. 3. Include the Policy in bid documents to Subcontractors seeking to secure construction or building service contracts. 4. Require bidders to, upon request, provide a Policy self-certification on a form approved by BIT SSF Miller Cypress, LLC. 5. Maintain documentation for successful bidders and provide to BIT SSF Miller Cypress, LLC, upon request. 6. Upon request, submit to BIT SSF Miller Cypress, LLC, a Policy self- certification on a form approved by SGRNC. iii. Unions: Trade unions/service unions shall be asked to perform the following tasks: 1. Deliver to the BIT SSF Miller Cypress, LLC, or the General Contractor staff lists of names and phone numbers of local contractors to assist in the implementation of this Policy. 2. Refer interested and qualified contractors to BIT SSF Miller Cypress, LLC or the General Contractor. 3. Continually monitor the local labor markets to update the lists. 4. Provide technical input as appropriate. 5. To the furthest degree allowed under their hiring hall policies, will dispatch local workers when requested. F. Minimum Contract Size: The Policy shall apply to all contracts of a minimum size of $750,000, individually as applicable, as of the date of execution of the contract. Minimum contract size refers to the total project value of the work being contracted for to one Subcontractor. Desegregation designed to evade the requirements of the Policy is not permitted. G. Applicable Expenditures Categories: The Policy shall apply only to the initial construction of the Project. H. Fair Wage, Fair Benefits, Training: All Contractors and Sub Contractors must be affiliated with the appropriate trade union. 10 I. Monitoring: If BIT SSF Miller Cypress, LLC, becomes aware of non-compliance, BIT SSF Miller Cypress, LLC, will place a Contractor on a probation watch list. If the Contractor does not modify this pattern of conduct even after discussions with BIT SSF Miller Cypress, LLC staff, BIT SSF Miller Cypress, LLC, will consider this pattern of conduct along with other information when it reviews the Contractor contract for possible renewal. The key indicator is a pattern of conduct that is inconsistent with the provisions of the Policy. J. No Third Party Beneficiaries. This Policy shall not and is not intended to create any third party right of enforcement, nor is this Policy intended to create an independent basis for a bid protest. 11 Attachment B Transportation Demand Management Program Cadence Phase 2 South San Francisco, California Site Location and Design-Related Measures  The site is located near the relocated South San Francisco Caltrain station. The site has been designed with upgraded sidewalks to encourage walking to the Caltrain station. The site is also located within one quarter mile of five SamTrans bus routes.  Access to building amenities, such as outdoor courtyard, rooftop deck, shared access to the Cadence Phase 1 fitness center and community space, and free Wi-Fi in community areas for telecommuting will be included to allow residents to stay onsite and reduce commute trips.  Ample bicycle support facilities will be provided including secure and protected bicycle parking for residents, bike racks for visitors, and on-site bicycle repair stations to encourage bicycling as a travel mode. The project will provide electric bicycle charging stations, bike share pods and/or accommodations for dock less bike share (e.g., bike-share parking facilities). Programmatic Measures  Transportation Coordinator: Identify a Transportation Coordinator (could be an existing on-site staff person) for the community who will be responsible for developing, marketing, implementing, and evaluating TDM programs. Having dedicated personnel helps to make the TDM program more robust, consistent and reliable. This will include internal communication tools such as the SRG Living portal that distributes information to our residents via the web and community computers in our leasing and lounge areas on topics ranging from restaurant and recreational amenities to package pick up to transit options and schedules.  Unbundled/Separately Priced Parking: Unbundling parking as part of the rental price of a residential unit requires the tenant to consider the cost of driving which includes parking and will encourage people to use an alternative mode to driving alone.  Free Transit Passes: $100 introductory Clipper cards for all residents in the initial lease-up of the project, and after initial lease up we will continue to provide educate for all future residents where monthly passes can be purchased at a discounted price.  New Resident Orientation Packet: Provide a move-in packet to all new residents explaining public transportation options and the TDM program creates an awareness and culture of drive-alone alternatives. Including the free transit pass will encourage residents to use public transit before their drive-alone commute habits are established.  Ridesharing Programs: Ridesharing programs help carpools to form by matching drivers and passengers, such as internal bulletins/message boards, 511.org carpool matching / Lyft partnership technology, or peer-to-peer matching apps.  Car Share: Work with car sharing companies to assess the feasibility of providing car share on- site. The decision to install a car share is ultimately up to the car sharing service providers. A car share provider located on-site would allow residents to use a car share vehicle for errands which helps to reduce concerns and inconveniences of not owning a vehicle.  Fleet of On-Site Bicycles: The project will provide ten (10) community bicycles that residents can use a bicycle for infrequent trips or to try a bicycle before deciding to purchase one.