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HomeMy WebLinkAbout2006-10-25 e-packet AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, OCTOBER 25, 2006 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 (optional) for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. 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. JOSEPH A. FERNEKES Mayor RICHARD A. GARBARINO, SR Vice Mayor MARK N. ADDIEGO Councilman PEDRO GONZALEZ Councilman KARYLMATSUMOTO Councilwoman RICHARD BAIT AGLIA City Treasurer SYLVIA M. PAYNE City Clerk BARRY M. NAGEL City Manager STEVENT. MATIAS City Attorney PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMP AIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS · Introduction of new and promoted employees · Halloween Safety - Police Chief Mark Raffaelli and Fire Chief Phil White · Pandemic influenza update - Fire Chief Phil White AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL · Announcements · Committee Reports · Appoint Councilmember representative to HOPE · Holiday meeting schedule CONSENT CALENDAR l. Motion to approve the minutes of October 11 and 16, 2006 special meetings 2. Motion to confirm expense claims of October 25, 2006 3. Motion to adopt an ordinance amending SSFMC Chapter 20.63, Terrabay Specific Plan District 4. Motion to accept the Swift Avenue Pump Station No.3 Upgrade and Sanitary Sewer Replacement Project as complete in accordance with plans and specifications 5. Motion to accept the Oyster Point Interchange Phase III Route IOl/Bayshore Boulevard Hook Ramps Project as complete in accordance with plans and specifications 6. Resolution declaring intention to reimburse sewer capital expenditures for the Wet Weather Program Phase II, from the proceeds of obligations to be issued by the City PUBLIC HEARING 7. Resolution approving the vacation of a 10- foot wide public utilities easement and a 5- foot wide public utilities easement located at 211 Arroyo Drive REGULAR CITY COUNCIL MEETING AGENDA OCTOBER 25, 2006 PAGE 2 ADMINISTRATIVE BUSINESS 8. Motion to grant a fee waiver to Raytana and Associates to use the main parking lot at Orange Memorial Park on November 18, 2006 for a classic car show 9. Resolution approving a ground lease agreement with REST Investments, Inc. for an area not to exceed two acres of the Tillo property to construct a commercial parking facility for airport patrons 10. Direction regarding downtown parking garage ll. Resolution authorizing acceptance of the El Camino Real landscape conceptual master plan as complete 12. Quarterly report on outstanding city bond issuances 13. Resolution in opposition of installation of traffic calming devices on Alta Vista Drive COUNCIL COMMUNITY FORUM ADJOURNMENT REGULAR CITY COUNCIL MEETING AGENDA OCTOBER 25, 2006 PAGE 3 CITY OF SOUTH SAN FRANCISCO INTER-OFFICE MEMORANDUM DATE: October 20, 2006 TO: Honorable Mayor and City Council FROM: Norma Fragoso, Redevelopment Manager SUBJECT: HOPE -- Interagency Council (IAC) In 2005 San Mateo County adopted the HOPE (Housing Our People Effectively) Plan. The purpose of this plan is to outline and guide the County's strategy for ending homelessness in our region within the next ten years. Critical to successful implementation of HOPE is the participation of key partners. The Interagency Council (lAC) has been established as the locus of oversight, communication and implementation. Membership in the IAC will include: two county supervisors, an elected representative from each of the four entitlement cities (Daly City, South San Francisco, San Mateo and Redwood City), two representatives from the non-entitlement cities (CCAG members that do not receive CDBG funding), two city managers, representatives of non-profit agencies and the business community, one representative from HEART and representatives from county agencies serving the needs of homeless individuals. Members will meet monthly for the first year and quarterly thereafter. It has been requested that one of our Council members represent the City of South San Francisco as a member of the IAC and help determine the course of HOPE in San Mateo County. Please note that the first meeting of the lAC will take place on Tuesday, October 31,2006 from 10:00am-12:00pm at the Foster City Library in the Wind Room. NF:SOS AGENDA ITEM #3 DATE: October 25,2006 TO: Honorable Mayor and City Council FROM: Steven T. Mattas, City Attorney SUBJECT: Terrabay Specific Plan Zoning District Ordinance RECOMMENDATION: Waive reading and adopt the attached ordinance amending Chapter 20.63 of the South San Francisco Municipal Code, "Terrabay Specific Plan District." BACKGROUND/DISCDSSION: The City Council is hereby requested to waive reading and adopt the ordinance amending Chapter 20.63 of the South San Francisco Municipal Code, "Terrabay Specific Plan District." The City Council introduced the ordinance by 5-0 vote on October 11, 2006. By: ~ ~:;_._._.m Steven T. Matias, City Attorney Second Reading Terrabay Specific Plan Zoning District Ordinance 10-19-06 ORDINANCE NO. AN ORDINANCE AMENDING MUNICIPAL CODE CHAPTER 20.63 (TERRABA Y SPECIFIC PLAN DISTRICT) WHEREAS, the existing Terrabay Specific Plans, Chapter 20.63 and the Terrabay Development Agreement allow development of the Terrabay Project (together, "the existing entitlements"), subject to further approvals and entitlements; and, WHEREAS, in November 2000, the City Council approved the Final Terrabay Specific Plan and the Restated and Amended Development Agreement; and, WHEREAS, on September 7ili and September 21 st, 2006, the Planning Commission held duly-noticed Public Hearings to consider a recommendation of approval of an application for a 2006 Terrabay Phase III-Only Precise Plan (2006 Project) amending the approved 2000 Specific and Precise Plans for the Phase III site, which addresses the 21 acres ofland approved for a 665, 000 square foot office tower and roadways in the 2000 Plan, which the 2006 Project would construct in two office towers along with 24,000 square feet of ground floor commercial retail, a 200 seat shared use performing arts facility, a 100 child day care center, a public art program to be constructed on approximately 10 acres of the 21 acre site and 32 moderate income units (120% of median) off site; and WHEREAS, the Planning Commission, by Resolution dated September 21 st, 2006, recommended approval of the amendment to the Final Terrabay Specific Plan for Phase III only, the Terrabay Precise Plan, a Transportation Demand Management program and certain zoning amendments; and WHEREAS, certain amendments to the Terrabay Specific Plan District Zoning Ordinance are necessary to allow for the revised 2006 Plan land uses; and WHEREAS, Chapter 20.63 is proposed to be amended to reflect the changes approved in the Terrabay Phase III-Only Specific Plan; and, SFDOCS 6153538vl WHEREAS, a Supplemental Environmental Impact Report (2005 SEIR) and addendum thereto was prepared, which together with the 1998/99 Terrabay Phase II and III SEIR and Addendum, the 1996 Terrabay SEIR and the Environmental Impact Report prepared in 1982 (1982 EIR), analyze the anticipated environmental effects of the proposed development, and the City Council, by Resolution dated October 11 th, 2006, certified the 2005 Supplemental Environmental Impact Report as modified by the 2006 Addendum for Terrabay, including findings regarding significant and potentially significant impacts, a re-statement of overriding considerations from the 1998/99 Supplemental Environmental Impact Report, fmdings on impacts and mitigation measures from the 1982 Environmental Impact Report, the 1996 Supplemental Environmental Impact Report and the 1998-99 Supplemental Environmental Impact Report not further analyzed in the 2005 Supplemental Environmental Impact Report for the remaining phase III.-Qarcetofthe Terrabay development; and, WHEREAS, the City Council previously adopted a Mitigation Monitoring and Reporting Program for the project in accordance with the EIR's, SEIR's and Addenda thereto; and, WHEREAS, based on the foregoing and CEQA Guidelines section 15l62(a), no further environmental review is required; and, WHEREAS, on September 21st, 2006, following a properly noticed public hearing, the Planning Commission recommended that the City Council adopt the proposed amendment to Municipal Code Chapter 20.63; and, WHEREAS, on October 11 th, 2006, the City Council adopted a Resolution and environmental findings to approve an amendment to the Final Terrabay Specific Plan for Phase III Only, ther Terrabay Precise Plan and a Transportation Demand Management (TDM) program; and, WHEREAS, the City Council desires to amend Chapter 20.63, to reflect the Final Terrabay Specific Plan as amended; and, WHEREAS, the present amendments will provide for a modification of the permitted land uses to include the office, site-specific retail and commercial uses and performing arts center uses contemplated in the Terrabay Phase III-Only Specific Plan; and 2 WHEREAS, on October 11 th, 2006, the City Council held a properly noticed public hearing to consider the proposed amendment to Chapter 20.63. NOW, THEREFORE, The City Council of the City of South San Francisco does hereby ORDAIN as follows: Section 1. FINDINGS. A. The proposed amendment to Municipal Code Chapter 20.63 is consistent with the goals, policies and implementing programs set forth in the General Plan, specifically the policies for the Paradise Valley/Terrabay area under Chapter 3.8 of the Planning Sub-Areas Element and the High Density land use designation for the project area as amended by City Council Resolution dated . The project provides approximately 665,000 square feet of office space in two towers, along with 24,000 square feet of ground floor commercial retail. This is consistent with the high density designation for the property. B. The proposed amendment to Municipal Code Chapter 20.63 is consistent with the Specific Plan, as amended. This finding is based upon all evidence in the record as a whole, including, but not limited to the following: the proposed development includes office space and commercial uses and the Amended Specific Plan prescribes office and commercial development for the area. The proposed development meets the density standards prescribed in the Amended Final Terrabay Specific Plan and other development standards including but not limited to the quantity, size and location of parking, building setbacks, design and height. C. Proper environmental documentation has been prepared on the proposed amendment to Municipal Code Chapter 20.63 in accordance with CEQA Guidelines section I5I62(a). Section 2: Chapter 20.63 of the South San Francisco Municipal Code, "Terrabay Specific Plan District" is hereby amended to read as follows (line-outs shall indicate deleted text) Chapter 20.63 TERRABA Y SPECIFIC PLAN DISTRICT 20.63.005 Terrabay specific plan district established. 3 A zoning district entitled "Terrabay specific plan district" is established consisting of, and in all respects consistent with, the regulations contained in the Terrabay specific plan. The district boundaries shall be as described in Exhibit A to Ordinance 915-83 and as shown on the map which is Exhibit B to Ordinance 915-83, on file in the office of the city clerk and incorporated herein by reference. A copy of the specific plan map is reproduced at the end of this chapter. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 1050 S 29 (part), 1989) 20.63.010 Definitions. The following definitions supplement those contained in Chapters 1.04, 19.08 and 20.06 of this code. (a) "Accessory structure" refers to structures such as landscape arbors, hot tub platforms, decks, and fences. (b) "Assisted parking" refers to incoming passenger vehicles that are parked by their own drivers until all or most of the striped spaces in the garage are utilized. From that point, until the garage empties out to avail adequate striped spaces, incoming/outgoing driver&owners drop-off/pick-up their cars at a designated drop-off/pick-up point within the garage to/from valet parking personnel. (c)"Building" means the principal structure or structures on any site, including all projections or extensions thereof, and all garages, outside platforms, outbuildings, docks and other similar structures. (d)"Buffer parcel" refers to the 2.69 acre parcel located adjacent to and south of the preservation parcel. Permitted uses in the "buffer parcel" may include, for example, landscaping, roadway and limited surface parking. No structures are permitted on the parcel other than a small interpretative structure, i.e. a kiosk that informs persons of the resources at the site. (e) "CA-SMa-40" refers to approximately two acres which contain archaeological resources carbon dated back five thousand years plus before present as mapped and studied by Holman and Associates, archaeologists and David Chavez, archaeologist and as analyzed in the 1998-99 Terrabay supplemental environmental impact report (SEIR). (f)"Development agreement" means any agreement(s) including amendments and restatements thereto, entered into by and among the city of South San Francisco and a project sponsor, in accordance with Title 7, Division 1, Chapter 3, Article 2.5, Section 65864 et seq., ofthe California Government Code. (g) "General plan" means the general plan adopted on April 21, 1969 by the city council of the city of South San Francisco by Resolution No. 5073, as amended, and such elements as may be adopted and amended from time to time. (h) "Habitat conservation plan (HCP)" means a method of conserving, managing and enhancing the natural resources necessary for the perpetuation of endangered species as such plan was approved by the city on November 15, 1982, and as such plan is lawfully amended from time to time. (i) "Mutual release and settlement agreement" is that a document executed in March 2000 between Terrabay Partners. L.L.C., Myers/Sunchase I, L.L.C., The Center for Biological Diversity, San Bruno Mountain Watch and the city of South San Francisco which resolved a lawsuit provided the parties perform certain acts involving the site. It requires, at a minimum, the creation of the preservation and buffer parcels (referred to as preservation parcel and buffer zone, 4 respectively, in the agreement). The document is available for review at the city clerk's office of the city of South San Francisco. (i) "Office Towers" refer to the North Office Tower and the South Office Tower on the Phase III site. (k)"Owner" means, at any particular time or times, any person, partnership, firm, corporation or other legal entity (including sponsor) which owns fee title to one or more sites, as shown by the official records of the county of San Mateo; provided, however, that a person or entity holding a security interest in any site or sites will not be deemed an owner so long as its interest in the particular site or sites is for purposes of security only. (l)"Precise plan" means plans and drawings, which present detailed site and building information for each building phase of a project. (m)"Preservation parcel" refers to a 25.73 acre parcel in the central and northern portion ofthe Terrabay area along Airport Bayshore Boulevard. The preservation parcel, created by the mutual release and settlement agreement includes CA-SMa-40, butterfly habitat and wetlands. The Preservation Parcel was conveyed into public ownership in 2004. (n) Project sponsor" means any person, partnership, firm, corporation or other legal entity attempting to subdivide or in any way develop any site with the Terrabay specific plan district. (o)"Project sponsor" includes but is not limited to W.W. Dean and Associates and their successors in interest of any description. (p )"Property line" means a line bounding a site as shown on any final subdivision or parcel map then in effect. The property line along a street shall be the respective right-of-way line shown on the final subdivision or parcel map. (q)"Recreation parcel" refers to the 6.3 acre parcel (or less as modified by the habitat conservation plan). The parcel is historically referred to as the Commons West parcel. (r)"Recreational vehicle" means, for purposes of this chapter, a vehicular unit, regardless of size, primarily designed as temporary living quarters for recreational, camping or travel use; it either has its own motive power or is designed to be mounted on or drawn by a motorized vehicle. (s)"Recreational vehicles" include but are not limited to, motor homes, truck campers, travel trailers, camping trailers, and boats. For the purpose ofthis definition, a boat shall be a recreational vehicle regardless of whether or not its design includes temporary living quarters. (t) "Site" means a contiguous area ofland within the Terrabay specific plan district which is owned of record by the same owner, whether shown as one or more lots or parcels or portions of lots or parcels on any recorded subdivision parcel map affecting the specific plan area. (u) "Terrabay commercial district" means all of the real property described in Exhibit A to Ordinance 1288-01, on file in the office of the city clerk and incorporated herein by reference. (v)"Terrabay open space district" means all the real property described in Exhibit A to Ordinance 1288-01, on file in the office of the city clerk and incorporated herein by reference. (w)"Terrabay open space/recreation district" means all the real property described in Exhibit A to Ordinance 1288-01, on file in the office of the city clerk and incorporated herein by reference. (x)"Terrabay residential district" means all of the real property described in Exhibit A to Ordinance 1288-01, on file in the office of the city clerk and incorporated herein by reference. (y) "Terrabay specific plan" refers to the original Terrabay specific plan adopted in 1982 by the South San Francisco city council, and amended in 1996. The Terrabay specific plan, until 1999, was the governing document for all the lands within the Terrabay plan area. The 1982/1996 Terrabay specific plan is the governing document for the Phase I Terrabay village and park neighborhoods. 5 (z)"Terrabay Specific Plan - Woods Only" adopted by the South San Francisco city council in May, 1999 is the governing document for the "Woods Phase II" portion of Terra bay. (aa) "Final Terrabay Specific Plan" adopted by the South San Francisco city council in November, 2000, and amended from time to time, is the governing document for the Phase II/III Mandalay Point and Heritage residential neighborhoods; the commercial area identified as "+he Peninsula;" "Mandalay Terrace" and the recreation and preservation parcels. (bb )"Trailer" means a vehicle without motive power, designed so that it can be drawn by a motor vehicle, to be used for the carrying of persons or property or as human habitation. (cc)"Transportation demand management program" (TDM program) refers to a plan approved by the city and required primarily for the performance of the office development designed in order to reduce traffic trips to and from the efHee site. The TDM program shall also serve the residential portions of all three phases of Terra bay. (dd)"Valet parking" refers to a process of parking cars whereby valet parking personnel meet incoming and outgoing passenger vehicles at a designated drop-off/pick-up point where they drop-off/pick-up their cars and keys at all times. (Ord. 1318 S 2 (part), 2003; Ord. l288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.020 (a) district. (b) Whenever this chapter or the Terrabay specific plan do not provide specific standards and/or procedures for the approval and/or administration of development projects within the Terrabay specific plan district or for appeals concerning such approvals or administration of development projects, the standards and procedures outlined in Title 20 of the South San Francisco Municipal Code in effect as of the effective date of any applicable development agreement for the project shall apply. ( c) Whenever a subdivision map or parcel map is required to be filed in connection with a project within the Terrabay specific plan district, the standards and procedures contained in Title 19 of the South San Francisco Municipal Code shall apply to the project unless those procedures and standards are inconsistent with specific standards or procedures set forth in this chapter or those contained in the applicable development agreement. (d) Whenever a subdivision map or parcel map is required to be filed in connection with a project within the Terrabay specific plan district, no building permit shall be issued for the project unless and until all of the requirements (including but not limited to recordation) related to final subdivision or parcel maps have been met, except as modified in Section 20.63.150 of this chapter for the development of the final Terrabay special plan lands. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) Regulations generally. The regulations contained in this chapter shall apply in the Terrabay specific plan 20.63.030 Uses permitted. The following uses are permitted subject to the regulations contained in this chapter, theuTerrabay specific plans and applicable sections of Titles 19 and 20 of this code as set forth in Section 20.63.020 and subject to further approvals as required. 6 (a) Terrabay Residential District (Residential Parcels). (1) Public and private open space areas; (2) Habitat conservation areas; (3) Public and private parks, playgrounds, tot lots, recreation/community buildings, and fire stations; (4) Schools; (5) Child care centers; (6) Public and private utilities, and facilities; (7) Single-family detached dwellings consisting of one hundred twenty-five units in the Park and one hundred thirty-five units in Woods East and Woods West (collectively) neighborhoods only; (8) Townhomes consisting of one hundred sixty-five * units in the Village neighborhood in two, three and four unit clusters only; (9) One condominium/apartment tower consisting of one hundred twelve one, two and three bedroom units in the Peninsula Mandalay Tower Heritage neighborhood, only; (10) Single-family paired residential units consisting of seventy single-family units attached in thirty-five structures, paired in two side-by-side attached units (i.e., side by side duplex design) in the Mandalay Point neighborhood, only; (11) Home occupations; (12) Accessory buildings and uses. (b) Terrabay Commercial District (Office Development and Buffer Parcel). (1) Public and private open space area; (2) Habitat conservation areas; (3) Public and private utilities and facilities; (4) Reserved; (5) Health clubs associated with the office use as an office-worker support use and a TDM measure; (6) Reserved; (7) High quality commercial and restaurant uses recognized nationally by their name are permitted commercial retail uses on the Phase III Commercial site. Businesses such as Baia Fresh, Starbucks, Peets Coffee and Tea, The Cheescake Factory, Gordon Biersch, Jamba Juice, Pasta Pomodoro, Wolfgang Puck, Kulettos and II Fornaio are higher end well-performing businesses appropriate for the Phase III site. Specialty services such as computer stores, office supply, bookstore stores, retail dry cleaner outlets, shoe repair, florists, specialty high-end grocery and/or deli uses, sundry shops, boutiques and similar uses are permitted support uses. These types of retailers or their equivalent are permitted. Significant deviations from these types of retail uses, as determined by the Chief Planner, may not be permitted or may require a Conditional Use Permit. The applicant will be required to demonstrate how the proposed use is Foot note:_ * 161 units were built in Phase I. Pursuant to City Ordinance 1191-96 a subdivision may be applied for and, in accordance with the City's discretionary and environmental review procedures, may be approved to construct an additional four units in the Village Neighborhood on Lot 179 The City approved an additional three lots on this site in 2006 . substantiallv equivalent to the uses and retailers listed above. No fast food drive through restaurants are permitted on the Phase III site. Medical office and associated uses are not 7 permitted on the ground floor. Retail oriented financial or business serving uses that support commercial retail such as Automatic Teller Machines (ATM's) are permitted with approval of a use permit on the ground floor and provided that these tyPes of uses can be shown to be of benefit to the employees of the site and do not exceed 10 percent of the ground floor retail space. Sit do'.vn restaurants, but not including fast food restaurants with or without drive through windows associated with the office use an office 'Norker support use and a TDM measure; (8) Class A Office buildings for office grOSS square footage of 665,028 square feet; (9) Meeting and conference rooms within the office building; (10) Accessory service and retail uses associated with the office use as an office- worker support use and a TDM measure and retail commercial uses that serve the area as noted in 7 above; (11) Performing arts center (200 seat minimum) within the office building; (12) Child care center serving a minimum of 100 children with outdoor play area within the office tower or podium structure; .Ql) Hotel, four star or better. Any hotel shall be developed, constructed and maintained to satisfy all requirements necessary to meet a four diamond rating as established by the Diamond Rating Guidelines published by the American Automobile Association in place as of the effective date. .cg Buffer Zone Permitted Uses. Notwithstanding the permitted uses in the Terrabay commercial district generally, uses permitted in the buffer parcel are limited to the following: (1) Landscaping (limited to native San Bruno Mountain plant species), (2) Pedestrian seating areas, (3) Surface parking, roads, emergency access road, turn around and maintenance lets to facilitate access to the adjacent preservation parcel and San Bruno Mountain State and County Pafk, (D) (4) (i.e., a kiosk), (5) Retaining walls. (D) Terrabay Open Space District (preservation Parcel). Open space uses in conformance with the General Plan and mutual release and settlement agreement, including wetlands preservation and mitigation, habitat preservation and preservation ofCA-SMa 10 and trailhead for hiking. (E) Terrabay Open Space/Recreation District (Recreation Parcel). (1) Open space as defined in Section 20.63.030(c) of this chapter; (2) Community oriented recreation facility; (3) Child care facility. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 1051 S 6, 1989; Ord. 915 S 4 (part), 1983) Playground for the child care facility, A single small structure which provides interpretive information about the site 20.63.050 Site design and grading. (a) No building permits shall be issued by the city for any phase of construction within the Terrabay specific plan district until the project sponsor obtains detailed soil and geotechnical studies for each phase of construction and implements the recommendations contained in said studies for each phase of proposed construction. The project sponsor shall 8 provide the city engineer with satisfactory evidence that all grading and drainage work was accomplished in accordance with approved soils and geotechnical studies. (b) Prior to approval of any precise plan or the issuance of any grading or building permit within the Terrabay specific plan district, the project sponsor shall provide the city engineer with satisfactory evidence that all elements of the project are designed in accordance with the recommendations of the approved soils and geotechnical studies relating to ground slippage, landslides, erosion, and storm drainage. ( c) The project sponsor shall obtain the city engineer's approval of detailed grading and utility plans prior to approval of any grading or building permit. precise plan or tentative subdivision map. (d) All grading plans and operations shall be in compliance with the provisions of the habitat conservation plan. (e) All approved grading plans for all phases of Terrabay shall be in compliance with the Mitigation Monitoring and Reporting Program (MMRP) adopted by the city. No grading permit for any development on Terrabay lands shall be issued by the city until any required wetlands mitigation plan is reviewed and approved by the U.S. Army Corps of Engineers, California Department ofFish and Game and Regional Water Quality Control Board, subject to their authority under Section 404 of the Clean Water Act, Section l603 of the California Fish and Game Code and Section 401 Certification, respectively. (f) Winterization programs acceptable to the city engineer and the director of parks, recreation and maintenance services and consistent with the Terrabay specific plan, the habitat conservation plan and other applicable provisions of this code shall be implemented for all graded areas prior to October 15th of each year. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.060 Street standards. The streets within the Terrabay specific plan district shall conform to the design standards set forth in the specific plan. The minimum dimensions authorized for streets located in the Terrabay specific plan district are: (a) The minimum street grades for public and private streets in the Terrabay specific plan district shall be one percent. The maximum grades for public and private streets shall be ten percent and twelve percent, respectively, unless steeper grades on limited segments of such streets are approved by the city engineer. In no case shall the city engineer approve street grades in excess of fifteen percent for any private streets. (b) The Hillside Boulevard extension shall be designed in accordance with city council Resolution No. 141-78 adopted November 1, 1978. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.070 Transportation demand management. Prior to issuance of a building permit the approval of any precise plans or tentative subdivision or parcel maps for d~welopment within the Terrnbay commercial district, the project sponsor shall obtain from the director of community development and the city engineer approval of a transportation demand management plan. The transportation demand management plan shall be consistent with the requirements ofthe Terrabay specific plan. Proiect sponsors shall prepare and implement a Transportation Demand Management Plan (TDM Progarm) to reduce vehicle 9 trips in accordance with the regulations of SSF MC 20.120. The TDM Program shall conatin the requirements for monitoring and auditing the performance of the measures within the TDM Program and shall be amended as needed to meet the performance obiectives of the Plan. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.080 Parking general/yo (a) Parking areas shall be constructed with the number of spaces, location and phasing indicated in the Terrabay specific plan and this chapter. (b) On-street parking shall not be permitted along the public collector road proposed within the Terrabay residential district. Parallel parking spaces located along private roads shall be a minimum of eight feet in width. ( c) The approval of any tentative subdivision or parcel map for residential development of property in the Terrabay specific plan district shall be conditioned upon the project sponsor executing and recording C.C.&R.'s which shall include a provision prohibiting the parking or storage of recreational vehicles and boats, whether stored on trailers or not, in such residential area. Said CC&R's shall be subject to review and approval by the city attorney prior to recordation. (Ord. 1288 S 1 (D)(Part), 200l: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.090 Utilities. (a) Sanitary Sewers. (1) Sanitary sewerage services in the Terrabay specific plan district will be provided through a system of on-site gravity sewer mains, where possible, and interceptors which will connect to the city Sewer system. The city sewer system will be designed in accordance with the requirements of the city engineer. The sewer trunk lines will, wherever possible, be located within the public or private streets. (2) Sanitary sewers will be designed to handle wastewater flows of two hundred gallons per day per residential unit, with a peaking factor of3.0. Infiltration/inflow will be calculated at five hundred gallons per day, per inch diameter, per mile. Commercial wastewater flows will be calculated on a case-by-case basis. (b) Storm Drainage System. (1) A storm drainage system shall be provided in the Terrabay specific plan district and shall include a storm-drain trunk system to intercept runoff from the open space upstream of the project, and transport it through the project. The trunk system shall also collect in-tract runoff from the on-site collection system. (2) The storm-drain trunk system shall be designed to handle runoff of an intensity equal to the worst storm of record or a one-hundred-year return period, whichever is worse. The inlet structures at the heads of the ravines shall be designed to pass the runoff from a one- hundred-year return period storm without utilizing the overflow system. The overflow system at the inlet Structure shall be designed to handle runoff from storms in excess of the one-hundred- year return period utilizing the public street system and hydraulically designed overflow catchment structures within the public streets so as to protect residential or commercial structures from potential damage from storm runoff and from the planned storm period indicated above. 10 (3) The storm drainage system shall intercept a majority of the existing runoff and transport it via the approved storm drainage system to San Francisco Bay. (4) Stonn-drain catch basins, manholes and storm-drain pipes shall be constructed in accordance with city standards and the requirements of the city engineer. (c) Water System. (1) A water system shall be designed and constructed by the project sponsor in accordance with the standards of the California Water Service Company or its successor in interest. The water mains shall be underground and located within public rights-of-way or public easements. (2) The new water system shall be designed with fire protection facilities installed at the locations, and flowing sufficient water, as required by the city of South San Francisco fire chief. (3) The new water system shall, where feasible, be interconnected to the existing city of South San Francisco water systems to provide a continuous loop. The design of the water system shall be approved by the fire chief. (d) Other Utilities. (1) Solid waste storage and pick-up areas shall be designed in accordance with the Terrabay specific plan. (2) All natural gas, electricity, telephone and cable television and similar facilities shall be installed as underground systems. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.100 Landscaping. Prior to approval of any precise plan or tentative subdivision map, the project sponsor shall obtain from the director of parks, recreation and maintenance services, approval of a landscape plan which adopts the standards set forth in the Terrabay specific plan and is consistent with the habitat conservation plan. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.110 Parks and recreation/acilities. All parks and recreation facilities at the Terrabay specific plan district shall be designed and constructed in accordance with the standards set forth in the Terrabay specific plan. (Ord. 1288 S 1 (D)(Part), 200l: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.120 Environmental quality. All measures necessary to protect environmental quality shall be implemented as set forth in the Terrabay specific plans, the environmental impact reports for the Terrabay specific plans (1982 EIR, 1996 SEIR, and 1998-99 and 2005 SEIR) and the habitat conservation plan, including any amendments to the plans and any supplemental or subsequent environmental impact reports. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 11 20.63.130 Special regulations applicable within the Terrabay residential district. The following special regulations shall apply to development within the Terrabay residential district: (a) Independent and accessory Structures shall be governed by the following setbacks: (i) Mandalay Point may be designed with entry stairs and entry roofs that encroach into the side setback to the extent permitted by the Uniform Building Code. (ii) Side and rear yards shall maintain a minimum setback of not less than three feet, except as provided in (i) above. Stairs that follow the grade may be constructed along the side yard setback between a primary structure (house) and a fence. (iii) Paving shall be not closer than a minimum of one foot from the side and rear property lines. (iv) Hot tubs or spas shall maintain a minimum setback offive feet from any side or rear property line. (v) Gazebos, Arbors and Similar Structures. Gazebos and arbors shall not exceed twelve feet in height at the ridge. Gazebos, arbors and similar Structures shall be set back from side and rear property lines a minimum of three feet. (vi) Fountains and similar water features shall be set back a minimum of one foot from side and rear property lines. (vii) Garden sheds and similar storage structures shall be set back from side and rear property lines a minimum of five feet. The maximum height of garden sheds and similar structures shall be six feet. No garden shed or similar structure shall exceed one hundred and twenty square feet in total area. (viii) Fences installed as a part ofthe project shall be replaced in kind as required for upkeep and repair. View fences shall be replaced with view fences as necessary. (ix) Any structure which in the opinion of the chief planner adds significant bulk and/or mass to the building shall not be permitted. Examples of such type of Structures include fixed and solid patio covers. (x) Ifupon review of the applicable permit, modifications to a lot, including but not limited to landscaping, construction of accessory structures, retaining walls or paving the city determines the proposed project, based on standard engineering and hydrologic practices and the project plans, may adversely affect drainage or slope stability, the applicant shall be required to apply for a minor use permit which may, based on an initial study, necessitate further environmental review. (b) No part of permitted structure shall be constructed within five feet of any projected curbline for a private road. ( c) Accessory buildings, as defined in South San Francisco Municipal Code Section 20.05.050(b), are only permitted when constructed at the time the residential structure is constructed. (d) Accessory structures as defined in Section 20.63.0IO(a) of this chapter may be constructed upon obtaining city review and any required building permits. ( e) One sign not over four square feet in area and unlighted, pertaining only to the sale, lease or rental of the property upon which the sign is to be located. (f) Permitted Height. (1) Phase I Village and Park Neighborhoods (Single-Family Detached and Townhomes). (A) Maximum permitted height shall not exceed thirty feet. 12 (B) Height is measured from the roofline to the ground directly beneath it. (2) Phrase II Woods Neighborhood (Single-Family Detached). (A) Maximum permitted height shall not exceed thirty-five feet with sixty percent of the roof plate being at or below thirty feet. (B) Height is measured from the highest point of the roof structure to a point below or directly parallel to that point where the exterior facade of the building intersects the finished grade. (3) Phase Will Residential Heritage Peninsula Mandalay Neighborhood (Condominium/Apartment Tower). (A) The maximum height shall not exceed one hundred sixty-five feet. (B) Height is measured from the top of the uppermost parapet down to finished grade at the point below or directly parallel to that point where the exterior facade of the building intersects the finished grade. (C) Below finished grade parking Structures are not included in the maximum height calculation. (4) Mandalay Point Neighborhood (Single-family Paired Units). (A) Maximum height shall not exceed forty feet. (B) Height is measured from the highest point of the roof structure to a point below or directly parallel to that point where the exterior facade of the building intersects finished grade. (g) Materials used in the Terrabay residential district shall be consistent with the requirements of the applicable Terrabay specific plan and the city's design review process. (h) Internal Roadway Systems Standards. (1) A public residential collector street shall be constructed in the Terrabay residential district as part of the subdivision improvements and shall be dedicated to the city. No parking shall be permitted along either side of said public collector street, per the previously approved plan. The street shall have a curb-to-curb width of thirty-six feet, consisting of two thirteen-foot travel lanes and two five-foot wide bicycle lanes. (2) The private minor roadways shall have a minimum thirty-five-foot right-of-way. The minimum curb-to-curb widths of all private roadways and lanes within the residential district shall be twenty-five feet unless, after a review of detailed soil and geotechnical studies and/or HCP requirements, the city engineer determines that said width is not feasible. In no case shall the city engineer approve a curb-to-curb width ofless than twenty-two feet. (3) Sidewalks and/or walkways shall be provided at a minimum on at least one side of all private and public roadways to residential groupings within a project, provided adequate access is afforded all residential units. (4) All dead-end roadways within the Terrabay residential district shall be provided with bulbs or turn-around areas to the satisfaction of the city engineer. (i) Parking Standards. The parking standards for the residential neighborhoods shall be: (1) Phase I Village and Park Neighborhoods (Single-Family Detached and Townhomes). (A) Parking garages for two vehicles shall be provided for each unit. (B) On-street visitor parking shall be provided at a minimum ratio of three spaces for each four units. The additional on-street parking shall be provided through the use of parking bays adjacent to each cluster of units and/or parallel along the private roadways and lanes. (2) Phase II Woods Neighborhood (Single-Family Detached). 13 (A) Residential parking shall be provided in the Terrabay Woods East at a minimum of 5.59 spaces per unit. Residential parking shall be provided in the Terrabay Woods West at a minimum of 5.36 spaces per unit. (B) On-street guest parking shall be a minimum of eighteen feet in length and eight and one-half feet in width and one side of each street in the residential areas shall provide parking. (C) Two car garages shall measure twenty feet in width by twenty feet in depth free and clear of any obstruction. Three car garages shall measure thirty feet in width by twenty feet in depth free and clear of any obstructions. (D) Residential units including two thousand five hundred square feet of floor area (excluding the garage) or including five bedrooms shall provide three car garages and three car driveway aprons. Three car parking garages shall measure thirty feet in width and twenty feet in depth free and clear of obstructions. The Woods No.3 floor plan may provide one of three parking spaces to a length of eighteen feet and shall provide a three car parking apron. No more than thirty-five units total in both Woods East and West shall be Woods No.3 floor plan. (E) The parking ratios calculated for Terrabay Woods include the required garage spaces, driveway aprons and on-street parking. (F) Driveway aprons in Woods Neighborhood shall measure eighteen feet in length from the face of the garage to the back of the sidewalk or face of the curb in absence of a sidewalk. (3) Phase II/III Residential Area Parking Standards. (A) Condominium/Apartment Tower Heritage Neighborhood Peninsula Mandalav Tower. (i) A total of two hundred thirty-eight parking spaces shall be provided. Parking shall be provided at a ratio of two spaces reserved for each residential unit and guest parking .l3 spaces per unit. No four bedroom units are permitted. (ii) The guest parking may be provided in the parking garage and on-street within the condominium/apartment tower parcel, only. (iii) The CC&R's for the tower and the rental or sale agreements shall identifY the parking spaces assigned to each unit. (iv) Parking in the garage shall measure a minimum of eight and one-half feet in width and eighteen feet in length with twenty-five-foot wide aisles. (v) On-street guest parking shall measure a minimum of eight and one-half feet in width and eighteen feet in length. Two feet of the required eighteen feet may overhang into a landscape area provided that the landscape area is a minimum of six feet in width and the overhang does not interfere with shrub or tree growth. Parallel parking shall measure a minimum of eight and one-half feet in width and twenty feet in length with a four foot separation between the spaces. (B) Paired Single-Family-Mandalay Point Neighborhood. (i) Two hundred ninety-eight parking spaces shall be provided in this neighborhood. The parking quantity includes the required garage spaces at two per unit driveway aprons at two per unit, and eighteen off street guest parking spaces. (ii) The parking requirement is based upon units that are two thousand four hundred ninety-nine square feet or less in area (excluding garage space); and four or less bedrooms. Five bedroom units and units consisting of two thousand five hundred square feet or more (excluding garage space) are not permitted in this neighborhood. 14 (iii) All units shall include two car garages which shall measure twenty feet in width by twenty feet in depth free and clear of any obstruction. (iv) All units shall include a driveway apron measuring, at a minimum, sixteen feet in width and twenty feet in length, capable of parking two vehicles. (v) Driveway aprons shall measure twenty feet in length from the face of the garage to the back of the sidewalk or face of the curb in absence of a sidewalk. (vi) Off-street guest parking shall be a minimum of eight and one-half feet in width and eighteen feet in length. Eighteen guest parking spaces shall be provided off-street in landscape pockets, and within close proximity to the units they are intended to serve. (vii) No on-street parking shall be permitted in the Mandalay Point neighborhood. G) Residential Density. (1) Approximately one hundred fourteen acres (fifty-one percent of the residential land area of two hundred twenty-five acres) may be developed with not more than six hundred seven residential units. (2) The mix and location of residential units shall be consistent with the standards contained in the applicable Terrabay specific plan; (3) Residential building densities shall, on a neighborhood-by-neighborhood basis, be in accordance with the applicable Terrabay specific plan; (4) The density in the Terrabay residential district may be reduced by the city, if detailed geological characteristics of each development site and/or implementation of city development requirements indicates that building to the existing permitted density would pose a threat to the public health, safety or welfare. (k) Drainage. No owner shall alter the slope or contour of any lot or construct or alter any drainage pattern or facility without the approval of the city engineer. (Ord. 1318 ~ 2 (part), 2003; Ord. 1310 ~ 2; Ord. 1288 ~ 1 (D)(part), 200l: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 ~ 4 (part), 1983) 20.63.140 Special regulations applicable within the Terrabay commercial district. The following special regulations shall apply to the development within the Terrabay commercial district. (a) Building Height Limits. (1) Office. The North Tower shall not exceed 360 feet above mean sea level and the South Tower shall not exceed 275 feet above mean sea level. The parking structure shall not exceed l60 feet above mean sea level (2) Height is measured from the top of the uppermost parapet down to finished grade at the point below or directly parallel to that point where the exterior facade of the building intersects the finished grade from mean sea level. (b) Entry / Exit Drive. A privately maintained entry drive shall be constructed to serve the Terrabay commercial district. The drive shall have an 88 foot right-of-way at the intersection of Airport Boulevard which will accommodate two inbound lanes, three outbound lanes and a median. The additional right of way will also accommodate an additional outbound lane if warranted bv the circulation monitoring required bv the 2005 SEIR and 2006 Addendum. fifty six foot curb to curb width and shall provide two t'l/~be foot wide travel lanes in and out of the project. No parking shall be permitted along the entry drive. 15 c Internal Intersection: The first internal inbound drivewa , shall include a minimum of 52 feet of right-of-way to accommodate two inbound traffic lanes and the potential for an additional exclusive right turn and left turn lane pocket. The outbound portion of the driveway shall include a minimum of 48 feet of right-of-way to accommodate three outbound lanes of traffic and the potential for an additional lane should circulation monitoring warrant the addition of the lane. (d) Roadway Improvements. In keeping with the requirements of the Terrabay specific plans and development agreements, development in the Terrabay commercial district shall proceed only to the extent that the project sponsor improves the adjacent roadways in accordance with the Terrabay specific plan. Adjacent roadways are not able to carry the traffic generated by each phase of the development if the public improvements identified in the Terrabay specific plan as necessary for each phase are not constructed concurrently with that phase. (~) Parking Requirements - Office. (1) A parking capacity of one thousand seven hundred eighty five 1,952 cars in striped stalls is required based upon the parking requirements of~ 2.81 spaces per one thousand gross square feet of floor area as set forth in the final Terrabay specific plan. Parking shall be provided as follows: (A) Valet and/or assisted parking shall be used. (.A..) Valet and/or assisted parking attendants shall be on the site during the peak use times of the day and the week as specified in the TDM program, v/hich may be formally amended from time to time as specified in the final Terrabay specific plan. (B) Valet and/or assisted parking shall not be used in the surface parking lot. (C) Valet and/or assisted parking shall be used to the maximum extent feasible during special events and or during peak seasons in the parking Structures. (2) Striped stalls in the parking structures shall measure eight and one-half feet in width and eighteen feet in length and otherwise meet the requirements ofSSF MC 20.74 Parking. Parking adiacent to columns shall be 9 feet in width. (3) Striped stalls in the surface lots shall measure a minimum of eight and one-half feet in width and eighteen feet in length. Two feet of the required eighteen feet may overhang in a landscape area provided that the area is a minimum of six feet in width and the overhang does not interfere with shrub or tree growth. Parallel parking shall measure eight and one-half feet in width and twenty feet in length with four feet of separation between the spaces. (4) Parking and parking services, including valet and/or assisted parking and the size of striped parking for van pool, car pool, shuttle bus and motorcycle parking shall conform to the requirements of the TDM program identified in the final Terrabay specific plan and Chapter 20.74 of the Municipal Code, "Off-Street Parking and Loading." (e) Parking Requirements Child Care (within the Terrabay Commercial District). (1) Tv/ernyon or off street parking stalls shall be provided for the day care facility. (2) Striped stalls for surface parking shall measure eight and one half feet in width by eighteen feet in length. Two feet of the required eighteen feet may overhang in a land;~:~~ ~~~ provided 1hat the area is a miBimum 0 [six [oot in width and the overh<mg do"" Bot inl':;,: =l ~~~ ~~ tree gro'.vth. Parallel parking shall measure eight and one half feet in width 'e t ' feet in length with four feet of separation between the spaces. 16 (J}{~ A childcare drop-off and pickup area shall be provided that is protected from the flow of traffic and does not impede the flow of traffic. (Ord. l288 S 1 (D)(part), 200l: Ord. l263 Exh. A (part), 1999: Ord. l244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.150 Development procedure-Generally. (a) After the Terrabay specific plan district has been annexed to the city, for all land within the 1982/1996 Terrabay specific plan area village and park, commencing after annexation, the Terrabay Phase II Woods specific plan area commencing May 1999; and the final Terrabay specific plan area commencing on January 1,2005, all maps, plans and permits shall be submitted, processed and approved in the following order: (1) Specific plan; (2) Tentative subdivision map, vesting tentative map or parcel map; (3) Precise plan; (4) Final subdivision map (if applicable); (5) Grading (and any associated retaining wall permits) permits; (6) Building or occupancy permits. The city shall not process or approve land use entitlements or permits in any other order. For example, the city shall not process or approve a precise plan for any land within the Terrabay specific plan district which does not have an approved tentative or parcel map. (b) for the final Terrabay .s.pecific .:elan area only, and up to and ending on December 31, 2001 all maps plans and permits shall be submitted, processed and approved in the following order: (1) Specific plan; (2) Tentatiye subdivision map, vesting tentati'le map or parcel map; (3) Precise plan; (1) Rough grading permit; (5) final subdivision map (if applicable); (6) final grading permit; (7) Building or occupancy permits. ( c) The parcel map or final subdiyision maps and the final precise plans for deyelopment of the Terrabay specific plan district shall conform to the standards, criteria and requirements of the applicable Terrabay specific plan. (d) Unless otherwise stipulated in the Terrabay specific plan, all applicable provisions of this code shall be followed including, but not limited to, the payment of all applicable fees as set forth in the master fee schedule of the city. (e) Building permits shall expire as provided in the Uniform Building Code, as approved and amended by the city. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.160 Precise plan and subdivision maps-Generally. No person shall commence any use or erect any struCture or make exterior modifications to any existing use, and no grading permit, building permit or certificate of occupancy shall be issued for any new use or Structure or modification thereof until a final subdivision or parcel map and precise plan has been approved by the city council, and said final subdivision or parcel map 17 has been recorded in accordance with the requirements of the Terrabay specific plan and of Title 19 of this code except as provided for in South San Francisco Municipal Code Section 20.63.150(B). (Ord. 1288 S 1 (D)(part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.165. Tentative subdivision maps, vesting tentative maps or parcel maps- Submittal-Processing. (a) Tentative subdivision maps, vesting tentative maps or parcel maps for development in the Terrabay specific plan district shall be submitted to the secretary of the planning commission. The secretary shall check each application for completeness and conformance with the Terrabay specific plan. (b) If the tentative subdivision map, vesting tentative map or parcel map is found incorrect, incomplete or not in conformance with the Terrabay specific plan, the secretary will notify the applicant of the deficiency within thirty days of submission of the tentative subdivision map or parcel map. (c) Tentative subdivision maps, vesting tentative maps, parcel maps and final subdivision maps shall otherwise be processed as set forth in Title 19 of this code and the Subdivision Map Act (Sections 66410, et seq., of the Government Code) except that a planned unit development procedure is not required for vesting tentative maps. (Ord. 1288 S 1 (D) (p art), 2001) 20.63.170 Precise plan-Submittal-Initial review. (a) Precise plans for development in the Terrabay specific plan district shall be submitted to the secretary of the planning commission. The secretary shall check each application for completeness and conformance with the Terrabay specific plan. (b) If the precise plan is found incorrect, incomplete or not in conformance with the Terrabay specific plan, the secretary will notify the applicant of the deficiency within thirty days of submission of the precise plan. ( c) If the precise plan is found to be complete and correct, the secretary shall proceed as set forth in Sections 20.63.190 and 20.63.200 of this code. (d) Subdivision and parcel maps shall be processed as set forth in Title 19 of this code and the Subdivision Map Act (Sections 66410, et seq., of the Government Code) except that a planned unit development procedure is not required for a subdivision or vesting tentative map. (Ord. 1288 S 1 (D)(part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.180 Precise plan-Contents. The following information and drawings related to precise plans shall be required for submittal to the secretary of the planning commission at least thirty-five days prior to the planning commission meeting at which the precise plan is to be considered, together with the required filing fees as set forth in the master fee schedule of the city adopted by resolution of the city council: 18 (a) Ten full-sized and twenty-five, eight and one-half inches by eleven inches reduction copies of the precise plan; (b) All tentative subdivision, vesting tentative map or parcel maps within the area covered by the precise plan. The maps shall in every case already be approved as required by Title 19 of this code and the Subdivision Map Act; ( c) A legal and physical description of the site, including boundaries, easements, existing topography, natural features, existing buildings, structures and utilities; (d) A plot or site plan, drawn to scale which depicts all proposed on-site improvements, and utilities and the locations of same, in accordance with the standard established in the Terrabay specific plan; ( e) A landscape plan drawn to scale which sets forth detailed information in accordance with the landscape requirements of the Terrabay specific plan and the habitat conservation plan, and the director of parks and recreation and maintenance services; (f) Grading, drainage and grading/erosion maintenance plans; (g) Architectural plans and detailed exterior elevations indicating profiles, glazing and materials drawn to scale. The applicant shall submit ten black and white full-size print set(s) drawn to one-quarter scale and ten eight and one-half inches by eleven inches reductions showing all land use and buildings, for each precise plan; (h) Scale drawings of all signs and light standards, with details of height, area, color and materials; (i) Plans for off-site improvements associated with the precise plan; and (j) Any other drawings or additional information necessary to show that the precise plans are in conformance with the Terrabay specific plan, .as required by the city. (Ord. 1288 S 1 (D)(Part), 2001: Ord. l263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.190 Precise plan-Action by secretary ofplanning commission. Upon receipt of the complete precise plan, the secretary of the planning commission shall transmit complete copies to the following departments or officers: director of economic and community development, director of public works, city engineer, chief building inspector, director of parks, recreation and maintenance services, police chief, fire chief, and, if affected, the superintendent of the South San Francisco Unified School District, and each serving utility company. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.200 Planning commission report on precise plan. (a) The date of the actual filing of the precise plan, for pUrposes of this chapter, shall be the date of the next succeeding closing of the agenda of the planning commission meeting following the presentation of the complete precise plan to the secretary of the planning commISSIOn. (b) The secretary of the planning commission shall assemble the various reviews of the precise plan. Upon completion of the city review and consultations, the secretary to the planning commission shall submit the precise plan to the planning commission and shall 19 recommend that the precise plan be approved, conditionally approved or disapproved or suggest modifications. (c) The planning Commission shall submit to the city council its written report advising approval, conditional approval or disapproval of the precise plan within thirty days after the actual date of filing, unless that time period is extended by written consent of both the project sponsor and the planning commission. Such report shall set forth in detail the reasons for the recommendations made and shall state all specific conditions recommended for a conditional approval. The report will indicate whether or not the precise plan is consistent with the specific plan and the tentative subdivision maps, vesting tentative maps or parcel maps within the area covered by the precise plan. (Ord. l288 ~ 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 ~ 4 (part), 1983) 20.63.210 Precise plan-Action by city council (a) At the next regular meeting of the city council following the filing of the planning commission report with the city council, the city council shall fix a meeting at which the precise plan will be considered, which meeting date shall be within thirty days thereafter. The city council shall approve, conditionally approve, or disapprove the precise plan within such thirty- day period. (b) Any conditions imposed will be reasonable and designed to assure attainment of the standards established in the Terrabay specific plan. No approval will be unreasonably withheld by the city council if the precise plan complies with the standards, conditions and requirements of the specific plan. If the city council disapproves the precise plan, it will specify the standards or conditions which have not been met. (Ord. 1288 ~ 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 ~ 4 (part), 1983) 20.63.220 Mandatory findings for approval of precise plan. The city council shall make the following findings before approving or conditionally approving any precise plan: (a) The project proposed in the precise plan is consistent with the city of South San Francisco general plan and the applicable Terrabay specific plan; and (b) The proposed development and/or construction standards of the precise plan are designed to achieve compliance with the development and/or construction standards of the applicable Terrabay specific plan; and (c) that the development proposed in the precise plan is consistent with the applicable development agreement should one be in effect. (Ord. 1288 ~ 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 ~ 4 (part), 1983) 20.63.230 Amendments to approved precise plan. (a) Ifmajor amendments to the precise plan are desired by the applicant, an application will be submitted to the secretary of the planning commission and processed in accordance with procedures established herein for approval of the original precise plan. (b) Revisions which are minor in nature, other than those imposed as specific condition of plan approval, shall be reviewed and approved by the director of economic and 20 community development. (Ord. 1288 S 1 (D)(Part), 2001: Ord. l263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.240 Expiration of precise plan approval Any precise plan which has been approved, conditionally approved or modified will lapse and shall be deemed void two years after the date thereof if a building permit has not been issued therefor and/or construction has not commenced or has not proceeded with due diligence thereafter. Reasonable extensions oftime may be granted by the city council. (Ord. 1288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. l244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.250 Permits from other agencies. No development proposal which requires a permit or an approval of any sort to be issued by any local, state or federal agency, may be approved by the city until proof of such other permit, license or approval is on file in the department of economic and community development. (Ord. 1288 S 1 (D)(Part), 2001: Ord. l263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 20.63.260 Permissible types of construction. All construction within the boundaries of the Terrabay specific plan district shall at a minimum comply with all applicable provisions of state law and this code. Terrabay specific plan requirements will prevail where more restrictive. (Ord. l288 S 1 (D)(Part), 2001: Ord. 1263 Exh. A (part), 1999: Ord. 1244 (part), 1999: Ord. 915 S 4 (part), 1983) 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. 21 Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 11 th day of October, 2006. Adopted as an Ordinance of the City of South Francisco at a regular meeting of the City Council held the _ day of _, 2006 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 , 2006 Mayor 22 - G ~ . ~~\ (0 0 >< .... ~ ~ v 0 ~4l~~ Staff Report AGENDA ITEM #4 DATE: TO: FROM: SUBJECT: October 25,2006 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager SWIFT A VENUE PUMP STATION NO. 3 UPGRADE AND SANITARY SEWER REPLACEMENT, ENGINEERING FILE NO. 71-13235-0558, PROJECT NO. SS-04-I, BID NO. 2344 RECOMMENDATION It is recommended that the City Council, by motion, accept the Swift A venue Pump Station No.3 Upgrade and Sanitary Sewer Replacement Project, Engineering File No. 71-13235-0558, Project No. 8S-04-1, Bid No. 2344 as complete in accordance with the plans and specifications. BACKGROUND/DISCUSSION In 2002, the City of South San Francisco approved the "Britannia East Grand" development for Slough SSF, lie. This development includes the construction of eight (8) research & development (R&D) buildings and a three (3) story parking garage. Due to the magnitude of the development, staff determined that the existing sanitary sewer line from the property to the Swift A venue Pump Station (No.3) and the existing pumps would not be sufficient to handle the new sewage flow. Staff also inspected the existing sanitary sewer line and encountered differential settlement in the pipeline. As a result, staff recommended replacement of the sewer line and an upgrade of pump station No.3 as a condition of the development. As part of the development agreement, Slough SSF, liC committed to provide an amount not to exceed $2,800,000 towards the replacement of the Swift A venue sanitary sewer and upgrade of pump station No.3. Following approval of the development agreement with Slough SSF, LLC, the Engineering Division advertised the construction project and obtained sealed bids on April 26, 2005. The bid results were as follows: Staff Report Subject: SWIFT A VENUE PUMP STATION NO.3 UPGRADE AND SWIFT A VENUE SANITARY SEWER REPLACEMENT Page 2 of 3 CONTRACTOR BID AMOUNT JMB Construction, Inc. South San Francisco, CA $2,520,000.00 Mitchell Engineering, Inc. San Francisco, CA. $2,819,000.00 O.C. Jones and Sons, Inc. Berkeley, CA. $3,316,000.00 · The following is a cost breakdown and the project budget: Construction Cost Construction Contingency (10%) Construction Management & Inspection (CM firm is being determined through an RFP process) Project Design & Construction Support (Design Firm, Wilsey Ham was selected through an RFP process) Total · The following is the project funding breakdown: Slough SSF, LLC (Letter of Credit was provided) City Contribution (Assessment Bond Proceeds) Total Project Budget $2,520,000.00 $ 250,000.00 $ 200,000.00 $ 85,000.00 $3,055,000.00 $2,800,000.00 $ 255,000.00 $3,055,000.00 Staff Report Subject: SWIFT A VENUE PUMP STATION NO.3 UPGRADE AND SWIFT A VENUE SANITARY SEWER REPLACEMENT Page 3 of 3 · The actual project construction costs were as follows: Construction Cost Approved Change Orders 1 & 2 (6% of contract cost) Construction Management & Inspection (CM firm is CSG Consultants selected through an RFP process) Project Design & Construction Support City Staff Time & Project Coordination $2,485,000.00 $ 153,812.04 $ 240,000.00 $ 110,000.00 $ 35,000.00 Actual Construction Cost $3,023,812.04 Change order No.1 involved the removal of existing asphalt pavement beyond the trench zone and installing new sub grade and asphalt pavement, various electrical modifications of the level controls, revision of the pressure switches, replacement of air-cushioned swing check valves, relocation and installation of a new sewer lateral for 151 Haskins property, and the clean up process of the existing wet well at the pump station not covered by the contract. Change order No.2 involved enlarging the opening of the existing wet well, increasing the sewer pump discharge line, application of epoxy coating to the entire wet well area and screening room, repairing of cracks and leaks at the entire surface of the wet well by pressure grouting the surface, installation of a new slide gate in the wet well to replace the existing gate for added safety, and installation of new concrete flatwork in front of the pump station. CONCLUSION: The project upgraded the existing pump station with new pumps, new electrical controls, a new generator and constructed a new sanitary sewer system that will handle the increased sewer flow capacity for the Slough development and for future developments in the area. The City benefits due to reduced maintenance of the pump station and sanitary sewer line. The project was inspected by City Staff and completed in accordance with the plans and specifications. The project has a one-year warranty period, which takes effect upon acceptance by the City Council. Staff will file a Notice of Completion and release the payment performance bond and retention funds at the end of the thirty-day lien period. B Marty VanDuyn Assistant City Ma APPTOV~ · c.~ M. Nagel City Manager RRJRD/rc Attachment: Location Map lLO"CAJION MAP NOT 1:0 SCALE SAN FRANCISCO . BAY i ~ ~ - ~v.\ (~ ~ ~ iq v 0 ~IIEQ"~~ Staff Report AGENDA ITEM #5 DATE: TO: FROM: SUBJECT: October 25,2006 Honorable Mayor and City Council Marty VanDuyn, Assistant City Manager BA YSHORE BOULEVARD / ROUTE lOl HOOK RAMP- PHASE III PROJECT NO. 50-1323l-97l0/HOOK RAMPS RECOMMENDATION It is recommended that the City Council, by motion, accept the "Bayshore Boulevard/Route 101 Hook Ramps - Phase III, Project No. SO-13231-9710/Hook Ramps" as complete in accordance with the plans and specifications. BACKGROUND/DISCDSSION This is the third and final phase of the Oyster Point Interchange and Grade Separation project. The entire project consisted of three phases. Phase I was the Oyster Point Over-Crossing, which relieved congestion on the overpass at Oyster Point Blvd. Phase II consisted of the Oyster Point Flyover, which allowed southbound highway 101 traffic to flow smoothly onto Oyster Point Boulevard. Phase III was the Oyster Point Hook Ramps Project. This part of the project installed auxiliary lanes to relieve traffic entering and exiting highway 1 0 l, new retaining walls, installation and upgrade of signal systems, new street lighting and landscaping. These improvements relieve existing traffic demands and provide additional capacity for future development in the area. The Oyster Point Grade Separation Phase III was advertised for bids on September 2, 2003, and sealed bids were obtained on October 7,2003. The bid results were as follows: CONTRACTOR BID AMOUNT $7,924,666.00 $8, 123,957 .65 $8,282,068.76 $8,388,888.32 $8,593,606.05 $8,683,l65.00 $8,769,681.l5 $9,203,879.45 RGW Construction O.C. Jones & Son Granite Construction Ghilotti Bros. Bay Cities Paving & Grading Interstate Grading & Paving Top Grade Construction Ghilotti Construction Co. Staff Report Subject: BAYSHORE BOULEVARD / ROUTE 101 HOOK RAMP- PHASE III PROJECT NO. 50-13231-9710/HOOK RAMPS Page 2 of2 Granite RocklPavex Diablo Contractors $9,298,457.00 $10,104,246.00 The actual project construction costs were as follows: Construction Cost Approved Change Orders $7,924,666.00 $ 994.879.73 Total Construction Cost $8,919,545.73 Change orders included additional requirements by Caltrans for crash attenuators & guardrails, additional pavement median, additional drainage system, retaining walls, fences, all of which were not included in original contract, and changes due to "schedule of quantity" increases. FUNDING: The City of South San Francisco Oyster Point developer fees and the San Mateo County Transportation Authority (SMCTA) funded this project. CONCLUSION: The project construction was managed and inspected by the City's Construction Manager Contractor, S&C Engineers, and completed in accordance with the plans and specifications. The project has a one- year warranty period, which takes effect upon acceptance by the City Council. Staffwill file a Notice of Completion and release the payment performance bond and retention funds at the end of the thirty- day lien period. By: Marty VanDuyn Assistant City Manager Approved: RR/ dc Attachment: Location Map Draft Notice of Completion 4tA~AII!i"'~'T1f. '" ", / A "/C::"NAl; ~!, ~ "Jt 'f\'\'~O~ \ PARI(" R"'I.RO, . 110" ~ ~/ ~,:/ A~ ! ~v<" cj~ <'Y~ f:) 1;, ~ \ ~ ~ \. /'. SO(;~ S"", , F'R"NC,.. "'CO PROJECT SITE ~"'l>. ~'" '" " >:'t-* ~/ OYSlER ~. , ~/ \ ~!, ~, i{g /~ ,'~ .~ -i> ,<0'1; ,ff.? vO ~ A~ ,,~ ,,~ M1l4R "~!.... " ~ j 'It" ~ if/, ''::' ~" # ~ ~ ~' . J i ~ Q $ EAST. G'~"'1\.l ~.. ''1 ~ ~ '1' , ,Sr ~ ~ ~ , i ~ 't i ! , MITCHELL ~ ~,. 1XI ~ AVE:; I 9 -i JJ i! j / <;) If 1 i: ~ I \: ~ ~ -< ! . f 'I I RO ...,: ~ (SI ~ ", ~ #'~~ 'v \ ~ /'0 " ",~ BELL~, %AIR' 'RD. -\, \ \ NORlH SHAW /' 3 2 POINT BLVD g F M , #' FORBES <o,,-$> ~ 'f" t-,5 ~. l ~Q r:?- I?~*, o /..... i SWIFT -AVE -; I' E. JAMIE CT. I ACCESS OYSTER POINT HOOK RAMPS LOCATION MAP NO. DATE REVISION BY APP. SCALE NTS CITY OF SOUTH SAN FRANCISCO DATE: 10/20/2006 DEPARTMENT OF PUBLIC WORKS SHEET DRAWN: KCM CHECKED: RR DRAWING NO. Recording Requested By: And When Recorded Mail to: City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attn: Debbie Crisafi SPACE ABOVE THIS LINE FOR RECORDER'S USE NOTICE OF COMPLETION Notice is hereby given that we, the undersigned, City of South San Francisco, the owner of that certain piece ofland situated in the City of South San Francisco, County of San Mateo, State ofCalifomia, and described as follows, to-wit: BAYSHORE BOULEVARD / ROUTE 101 HOOK RAMP- PHASE II PROJECT NO. 50-13231-9710/HOOK RAMPS That the City of South San Francisco, as owner, of said land, did, on the 22nd day of October 2003, enter into a contract with RGW Construction, Inc. for the subject project upon the land above described. That on the 25th day of October 2006, the said contract or work of improvement, as a whole, was actually completed by the said contractor; That the name... and address... of all the owner... of said property are as follows: City of South San Francisco P. O. Box 711 - 400 Grand Avenue South San Francisco, CA 94083 And the nature of our title to said property is fee ownership. .......... ... Owner.... ... ....... STATE OF CALIFORNIA CITY OF SOUTH SAN FRANCISCO County of San Mateo} ss. By: Date: ~'t1l s~ g o n ~ c;; t=. <") " ~IIFO~~'" 0 Staff Report AGENDA ITEM #6 DATE: October 25, 2006 TO: Honorable Mayor and City Council FROM: Director of Finance SUBJECT: RESOLUTION OF INTENT TO ISSUE DEBT OBLIGA nONS FOR WET WEATHER PROGRAM IMPROVEMENTS FOR PHASE II RECOMMENDATION: It is recommended that the City Council approve the attached resolution, which states the City's intent to issue debt obligations in the future to finance Wet Weather program improvements for Phase II, in conformance with Internal Revenue Service (IRS) requirements. Passage of this resolution does not obligate the City in any way to issue debt, and has no impact on the budget, as Wet Weather expenditures have already been budgeted. Rather, this resolution is being presented to preserve future flexibility for the City. BACKGROUNDIDISCUSSION: As the City Council will recall, the City has undertaken the Wet Weather program to comply with a cease and desist order from the State. The Wet Weather program has been budgeted as a multi-year capital improvement project. The City Council has already approved a capital improvement budget for 2006-07 that includes a budget for Wet Weather Phase II. Phase II includes sewer main or related improvements in the west of Highway 101 area, including Airport BoulevardlLinden Avenue, Armour Avenue, Hillside Avenue, Cypress Avenue, Baden Avenue, Del Monte AvenuelWestborough Boulevard/Chestnut A venue, Arroyo Drive, Oak A venue, Portola A venue, Francisco Drive, 1 st Street, Victory Avenue/South Maple Avenue, Orange Memorial Park, and surrounding areas. Funding for the project, as identified in the capital budget, includes projected approval of State Water Resources Control Board Revolving Fund Loans, or, if those loan funds are not approved, sewer revenue bonds. For any potential tax exempt bond, debt, or loan transaction that a public entity may be considering, the IRS requires that the bonds be issued before any capital expenditures are made, unless the governing body has declared its intent beforehand to issue debt before the expenditures were made, and be reimbursed out of those debt proceeds (United States Income Tax Regulations Section 1.150- 2). Staff is expecting bids to be received soon for Wet Weather Phase II, and it would therefore be prudent for the City Council to approve the attached reimbursement resolution, which will allow the City to reimburse itself after the fact from bond or loan proceeds for W et Weather project expenditures. This preserves the City's future flexibility. Staff is still awaiting a final approval on its application for State Loan funds, and expects that it will be approved. If for some reason the Loan is not approved, with the passage of the attached resolution, the City will be eligible to reimburse itself out of the proceeds of sewer revenue bonds to finance Wet Weather Phase II improvements. Staff Report Subject: Resolution of Intent to Issue Debt for Wet Weather Program Improvements Page 2 of2 The attached resolution is consistent with prior resolutions approved by the City Council before construction commenced. With prior bond and loan projects (Redevelopment Bonds, Wet Weather Phase I), the City Council approved a resolution declaring its intent to issue tax exempt debt in the future so as to protect the City's future ability to issue tax exempt obligations. FISCAL IMPACT: Approval of this resolution does not obligate the City in any way to incur any costs or make any expenditures. The Wet Weather program has been budgeted, and rates have been set to match the projected expenditures. An award of construction contract is projected to be brought to the Council for approval later this Fall. Prepared by: ~0<.. Ji Steele Finance Director Approved Attachment: Resolution JSIBN:ed RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, ST ATE OF CALIFORNIA A RESOLUTION DECLARING INTENTION TO REIMBURSE SEWER CAPITAL EXPENDITURES FOR THE WET WEATHER PROGRAM, PHASE II, FROM THE PROCEEDS OF OBLIGATIONS TO BE ISSUED BY THE CITY WHEREAS, the City of South San Francisco ("the City") proposes to undertake the construction and acquisition of the sewer facilities described below (collectively "the Project"), to issue debt for such project, and to use a portion of the proceeds of such debt to reimburse expenditures made for the project prior to the issuance of debt; and WHEREAS, United States Income Tax Regulations section 1.150-2 provides generally that proceeds of tax-exempt debt are not deemed to be expended when such proceeds are used for reimbursement of expenditures made prior to the date of issuance of such debt unless certain procedures are followed, one of which is a requirement that (with certain exceptions) prior to the payment of any such expenditure, the issuer declares an intention to reimburse such expenditure; and WHEREAS, it is in the public interest and for the public benefit that the City declares its official intent to reimburse the expenditures referenced herein. NOW, THEREFORE, BE IT RESOLVED, the City of South San Francisco hereby resolves as follows: 1. The City intends to issue debt obligations (the "Obligations") for the purpose of paying the costs of the Wet Weather Program Phase II, (the "Project"), described in more detail in Attachment A, which is hereby incorporated by reference herein. 2. The City hereby declares that it reasonably expects to pay certain costs of the Project prior to the date of issuance of the Obligations and to use a portion of the proceeds of the Obligations for reimbursement of expenditures for the Projects that are paid before the date of issuance of the Obligations. 3. The maximum principal amount of Obligations to be issued for the Project is $15,000,000 (Fifteen million dollars). * * * * * 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 2006 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk Attachment A: Description of the Project W et Weather Program Phase II Phases I-IV of the project are described in "City of Sout..h San Francisco, Wet Weather Program" Final Report by Carollo Engineers, dated May 2002 and available for review in the City Engineer's Office. Phase II includes sewer main or related improvements in the area of South San Francisco west of Highway 101, including Airport Blvd./Linden Ave., Armour Ave., Hillside Ave., Cypress Ave., Baden Ave., Del Monte A ve./W estborough/Chestnut, Arroyo, Oak Ave., Portola Ave., Francisco Drive, 1 st Street, Victory/South Maple Ave, Orange Memorial Park, and surrounding areas. ~'t\l s4N .m o ('l 1>- r;; ~ C") v 0 C'. 7\.~ :4lIFO-p..~ AGENDA ITEM #7 Staff Report DATE: TO: FROM: SUBJECT: October 25,2006 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager PUBLIC UTILITIES EASEMENT ABANDONMENT AT 211 ARROYO DRIVE RECOMMENDA TION It is recommended that the City Council conduct a public hearing and adopt a resolution approving the vacation of a ten-foot (10') wide and a five-foot (5') wide Public Utilities Easement (P.U.E.) located at 211 Arroyo Drive, Block 19, Lot 9, Rancho Buri Buri No.2 Subdivision (Assessor Parcel Number 010-370-180). BACKGROUND/DISCUSSION Mr. and Mrs. Frank and Sharrin Rios have requested the City vacate a ten-foot (10') wide and five-foot (5') wide Public Utilities Easement (P.U.E.) located at 211 Arroyo Drive, Block 19, Lot 9, Rancho Buri Buri No.2 Subdivision (Assessor Parcel Number 010-370-180). On October 5, 2005, the Design Review Board reviewed and approved plans for an addition to an existing single family dwelling with a new 3-car garage. The new addition would be built within portions of these easements. The subject property is surrounded by Buri Buri Park to the south and east and the easements located on the property are the terminal end of the public utility easements. The City has no facilities within these easements and has no plans for their use in the future. Staff supports the easement abandonment. Staff has received letters from the cable television company and the water company stating they have no objections to the easement abandonment. Furthermore, PG&E has a separate easement and overhead line on the property, which they use and maintain for their facilities. As a requirement of the easement vacation, on September 13, 2006, the easement abandonment was brought to the City Council to set the date for the public hearing. Attached to this report are the plat map and legal descriptions of the proposedP.U.E. vacation (Exhibit "A"). Staff Report Subject: 211 Arroyo Drive - PUE Abandonment Page 2 FUNDING The applicant has paid the City's filing fee for the abandonment request. CONCLUSION Adoption of a resolution approving the vacation of a ten-foot (10') wide and five-foot (5') wide Public Utilities Easement (P.u.E.) located at 211 Arroyo Drive, Block 19, Lot 9, Rancho Buri Buri No.2 Subdivision (Assessor Parcel Number 010-370-180 would abandon an unneeded easement to provide the homeowners a more feasible use of their property. By: APProv~ ~ ~ M.Nag City Manager Marty Van Duyn Assistant City Manage Attachment: Resolution Exhibit "A" - Plat of Easements to be vacated with legal descriptions Exhibit showing encroachment into easement RESOLUTION NO. CITY COUNCll..., CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE VACATION OF A lO-FOOT WIDE PUBLIC UTll...ITIES EASEMENT AND A 5-FOOT WIDE PUBLIC UTll...ITIES EASEMENT LOCATED AT 211 ARROYO DRIVE, BLOCK 19, LOT 9, RANCHO BURl BURl NO. 2 SUBDIVISION (ASSESSOR PARCEL NUMBER 010-370-180) WHEREAS, the owners of the property located at 211 Arroyo Drive in the City of South San Francisco, County of San Mateo, State of California, have requested that the City vacate a lO-foot wide and a 5-foot wide public utilities easements; and, WHEREAS, the subdivision map reflecting this public utility easement, entitled Rancho Buri Buri No.2 Subdivision, heretofore was recorded at Book 27 of Maps Page 25-28 on July 3, 1947 of the San Mateo County Records; and, WHEREAS, upon notification, each public utility with a potential interest in the public utility easement has indicated that it has no facilities within the easements to be vacated and has no objection to the proposed vacation; and, WHEREAS, the City Council finds that the public utility easements at 211 Arroyo Drive, South San Francisco, on or over Lot 9, Block 19, Rancho Buri Buri No.2 Subdivision, as described and shown in Exhibit "A", attached hereto and incorporated by reference herein, is not required for present or prospective utility purposes; and, WHEREAS, on September 25,2006, the City Council held a public hearing on the proposed public utility easement vacation after giving notice required by law. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco as follows: 1. The public utility easement across and beneath that certain real property more particularly set forth and described in Exhibit "A" is found not to be required for present or prospective public use and the same hereby is vacated pursuant to Chapter 3 or Part 3 of Division 9 of the California Streets and Highways Code; and 2. The City Clerk is directed to cause a certified copy of this resolution, attested by the Clerk under seal, to be recorded in the office of the County Recorder of the County of San Mateo; and 3. From and after the date of this resolution is recorded, the public utility easement over the vacated area described and shown in Exhibit "A" shall no longer constitute a public utility easement * * * * * 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 2006 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk PORTION OF LOT 9~ BLOCK 19 PER MAP FILED IN BOOK 27 OF MAPS AT PAGES 25 THRU 28 ON JULY 3, 1947 IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO, CALIFORNIA. CITY OF SOUTH SAN FRANCISCO COUNTY OF SAN MATEO, CALIFORNIA N50046'OS"W 10.02' (Record=N500 4S'52"W) <0 ~ o 10' ~ U''j7 :'>0 ~:>>. )7~ 70 'Q (9, T.P.O.B. PARCEL 2 T.P.O.B. P.U.E. o + ( ) PLAT TO ACCOMPANY LEGAL DESCRIPTION VACATION OF PUBLIC UTILITIES EASEMENTS BY THE CITY OF SOUTH SAN FRANCISCO March 10, 2006 rofessional Land Services Michael S. Mahoney, P.L.s. 901 Sneath Lane, Suite 117 San Bruno, CA 94066 LEGAL DESCRIPTION FOR VACATION OF PUBLIC UTILITIES BY THE CITY OF SOUTH SAN FRANCISCO, CALIFORNIA Two Parcels of Land being a 10-foot wide strip of land and a 5-foot strip of land for Public Utilities Easements (P.D.E.) lying in the southeasterly and southwesterly rear portion of Lot 9 of Block 19, as delineated upon that certain Map entitled, "RANCHO BURl-BURl MAP NO.2, SOUTH SAN FRANCISCO, CALIF." filed for record on July 3, ] 947, in Book 27 of Maps at Pages 25 thru 28 in the Office of the Recorder of the County of San Mateo, California; and said Two Parcels of Land being more particularly described as follows: PARCEL 1 Commencing for a point of reference at the northeasterly comer of said Lot 9, ( i) thence along the northeasterly boundary of said Lot 9, N50046'05"W (Record =N50045'52"W), 15.58 feet to the southeasterly comer of said I O-foot wide strip of land for Public Utilities Easements (PoU.E.) being the TRUE POINT OF BEGINNING: ] 0 thence along the northeasterly boundary line of said Lot 9 and said] O-foot wide strip of land for Public Utilities Easements (P.D.E.), N50046'05"W (Record =N50045'52''W), 10.02 feet to the northeasterly comer of said IO-foot wide strip of land; 2. thence along the northwesterly boundary line of said I O-foot wide strip of land for Public Utilities Easements (P.U.E.), S35000'OO"W, 61.71 feet to the southwesterly comer of said I O-foot wide strip of land; 3. thence along the southwesterly boundary line of said Lot 9 and said 1 O-foot wide strip of land for Public Utilities Easements (P.UE.), S47042'34"E (Record =S4 7042' I 8"E), 1 0.08 feet to the southeasterly comer of said I O-foot wide strip of land; . 4. thence along the northwesterly boundary line of said IO-foot wide strip ofJand for Public Utilities Easements (p.D.E.), N35000'OO"E, 62.25 feet to the TRUE POINT OF BEGINNING. PARCEL 2 Commencing for a point of reference at the southeasterly comer of said Lot 9, ( i ) thence along the northeasterly boundary of said Lot 9, N47042'34"W (Record =N47042'18"W), I 0.75 feet to the southeasterly comer of said 5-foot wide strip of land for Public Utilities Easements (P.U.E.) being the TRUE POINT OF BEGINNING: 1 . LEGAL DESCRIPTION FOR VACATION OF PUBLIC UTILITIES BY THE CITY OF SOUTH SAN FRANCISCO, CALIFORNIA PARCEL 2 -continued I. thence along the southwesterly boundary line of said Lot 9 and said 5-foot wide strip of land for Public Utilities Easements (P.U.E.), N47042'34"W (Record =N47042'1 &"W), 21.59 feet to the northwesterly corner of said 5-foot wide strip of land; 2. thence along the northwesterly boundary line of said 5-foot wide strip of land Public Utilities Easements (p.U.E.), and the southeasterly boundary line of said 10-foot wide strip of land for Public Utilities Easements (P.U.E.) as described in the afore-mentioned Parcell, N35000'00"E, 5.04 feet to the northwesterly comer of said 5-foot wide strip of land; 3. thence along the southwesterly boundary line of said Lot 9 and said 5-foot wide strip of land for Public Utilities Easements (P.U.E.), S47042'34"E, 20.26 feet to the southeasterly comer of said 5-foot wide strip of land, as said southeasterly comer lying on the northwesterly boundary line of a 1 O-foot wide strip of land for a Drainage Easement lying in said Lot 9, Block 19 per said map entitled, "RANCHO BURl-BURl MAP NO.2, SOUTH SAN FRANCISCO, CALIF.; 4. thence along the southeasterly boundary line of said 5-foot wide strip of land and along the - northwesterly boundary line of said I O-foot wide strip of land for a Drainage Easement, S20046'00''W, 5.38 feet to the lRUE POINT OF BEGINNING. _ALL AS SHOWN ON PLAT TO ACCOMPANY LEGAL DESCRIPTION A TT ACHED HERETO AND MADE APART HEREOF. rJ'. Michael S. Mahoney Professional Land Surveyor March 10, 2006 A-<:\ J.;PR}) (> P~%"::;;';~?t, I.I/';...~" ~~~ -~,- ..... I/i-"" 0' O\'(:"..~ 1/),.-'-') t-'--; .. v.-t. yf.. ( :-; --<t -@o- 1-.( ;.t. I NO. 5577 ';:d ~ · (Exp.12/31101 ) * I ~ ~ J. .~~- I '<" ~"".- \\, -4. ''fr .'.... -, '/ "\ " .. ... -.... , '~~"':;;_)-"""::'~Vl~YO~ ,,-:.;,;:;- .. ~.v ,.. :--.- -cO y - . ~:::-? CAL\~ Prepared By: 2 RIOS RESIDENCE 211 ARROYO DRIVE SOUTH SAN FRANCISCO, CA EASEMENT ABANDONMENT EXHIBIT / o >- o 0::: 0::: <( o n 4.5' ~ " w > 0::: o ~ ;-, I 891 1 ,I " :I~ ~i~ I I 8' TIE \\ ~ \ , \ \\ ' \ , \ , \ \ , \ \ , \ \ , \ , \ \ , NEW \ ~\ 0' , CONCRETE \ ';.~ ;;:, , AREA \ ?o\"" , \ ~\ EXIST. 10' , ~IDE DRAINAGE , EASEMENT , \ (TO REMAIN) , , \ \ , \ \ , \ \ L___~~__~ ' ~-1-__' __-lu~ EXIST. 5' WIDE PU.E. EASEMENT (TO BE ABANDONED) DRIVEWAY S4T42'18"E(R) ----; 66.11....-- REC.~165.93' BURl BURl PARK u!-7--l ~~O~:r--'- WIDE PG&E EASEMENT (TO REMAIN) DRIVEWAY EXTENSION ~ EXIST. 10' WIDE P.U.E. EASEMENT (TO BE ABANDONED) 211 ARROYO DRIVE S50'45'52"E(R) - - --:;-4;43'- ,-- I PROPOSED ADDITION ENCROACHMENT EASEMENT .- I NTO "\ ." ..'eo ~-" "''eo ~ ~'t\l s~ Ii o ("> >-0 t;; t:l c") v 0 ~llfQ""~S taff Report AGENDA ITEM #8 DATE: October 25,2006 TO: Honorable Mayor and City Council FROM: Sharon Ranals, Recreation and Community Services Director SUBJECT: Request for Use of Orange Memorial Park Parking Lot for Car Show and Waiver of Fees RECOMMENDATION: It is recommended that the City Council, by motion, provide direction on an application from Ray Camacho of Raytana and Associates to use the main parking lot at Orange Memorial Park on Saturday, November 18, 2006, for a classic car display. The group is also requesting a fee waiver. BACKGROUND: An application was received on September 21,2006, for the use of the main parking lot at Orange Memorial Park as the location for a classic car show on Saturday, November 18, 2006, from 8:00 a.m. to 3:00 p.m. The sponsor, Ray Camacho of Raytana and Associates, states in his application that the purpose of the event is to "collect toys and food for those in need during the holidays". As the City Council may recall, guidelines to handle requests for the use of South San Francisco parks as sites for city-wide events were developed several years ago. The Orange Memorial Park Group Permit Application Guidelines and Policies state that applications will only be considered for Orange Memorial Park. No more than one event that is not sponsored by the city is recommended per calendar year. The policy provides that applications need to be submitted at least 18 months in advance of the event. Once completed, applications are to be routed and reviewed by relevant city departments for input and evaluation, and determination of potential costs and impacts to the city. Upon evaluation and recommendations from each of the relevant departments, staff may forward one or more applications to the City Council for further review and approval of the event, no later than the end of May. In the event that more than one request is received for a given year, Council has the discretion to select and approve the preferred event. The last event that was approved by Council was the NPT Breast Cancer overnight at Orange Memorial Park in October of2004. In 2004, In light of budget cutbacks and staff workloads, the City Council placed a moratorium on large events not sponsored by the city. Staff Report Subj ect: Request for Use of Orange Memorial Park Parking Lot October 25, 2006 Page 2 The Orange Memorial Park Group Permit Application Guidelines and Policies do not define how large an event has to be to fall under the policy. Although the proposed car show could be considered under the guidelines, it should be noted that the show is much smaller in scale than previous events like the Breast Cancer Walk or the Basque Cultural Festival. Events envisioned under the policy occupy several quadrants of the park, have significant impact on the park's turf area, and may require cancellation of normally scheduled activities open to the public such as swimming, bocce ball, tennis, picnic reservations, and activities at the Recreation Building. This event will use only the parking lot and restrooms, and will not restrict the public's access to normal park activities. The Farmer's Market will conclude for the year at the end of October. Construction activities for the new Recreation Building will not impact the parking lot until after November. The car show will occupy only the parking lot area, with cars to be exclusively on the blacktop. The organizer will allow 100 to 125 cars to be registered. The application indicates 75 to 150 participants; 75 to 150 spectators; and 10 workers, to be identified with name tags and volunteer shirts. The only food served will be complimentary coffee and donuts provided to exhibitors. As noted above, food items and toys will be collected from the exhibitors and attendees. Electrical access for their P.A. system and coffee service is needed. Given the small scale of this event, staff believes that a permit is sufficient to regulate the use, rather than the formal agreement that has been executed for large events in the past. The application has been routed to relevant departments, with the following conditions noted: 1. Fire Department access lanes must remain clear; 2. No alcohol permitted; 3. No loud/amplified music; 4. Two police officers are to be hired for security; on duty from 8:00 a.m. to 3:00 p.m. ($840); additional charges if additional time required; pre-payment of fees is requested by the Police Department; 5. Special Event insurance policy, $1,000,0000 coverage, required ($150); 6. Extra garbage cans to be provided by the Public Works Department; group volunteers will stock restrooms throughout the day, pick up garbage, and ensure area is clean upon conclusion of the event; 7. Recreation staff will supply electrical access and monitor the area during the day for compliance with conditions ($140). FUNDING: Because this event is a charitable toy and food drive, the group is requesting a fee waiver of the following: Staff Report Subject: Request for Use of Orange Memorial Park Parking Lot October 25,2006 Page 3 Non-refundable Group Permit Application Fee One-day Special Event Insurance Policy (purchased through city) Security (2 police officers) Recreation Staff (2 on duty) Total Fee Waiver Requested 400.00 150.00 840.00 140.00 $1,530.00 In addition to the waived fees, the group is also requesting that no damage deposit be required. Staff has determined an appropriate deposit would be $500.00. These fees are refundable ifthere is no damage. CONCLUSION: The proposed car show is a small event that will have relatively little impact on Orange Memorial Park. The event can be produced with minimal city support. The event will generate toys and food for community members in need during the holidays. Staff is seeking City Council direction on this application and fee waiver request. ", () C By: .l{it f!/V/ /~clt 0~ Sharon Ranals Director of Recreation and Community Services Approved. - ~~\1 S:1.N ~s o (") I>-t t;; ~ <") v 0 ~~~" Staff Report AGENDA ITEM #9 DATE: October 25,2006 TO: Honorable Mayor and City Council FROM: Assistant City Manager SUBJECT: LEASE AN AREA NOT TO EXCEED TWO ACRES OF THE TILLO PROPERTY TO REST INVESTMENTS, INC TO CONSTRUCT A MULTI-STORY COMMERCIAL PARKING FACILITY FOR AIRPORT PATRONS RECOMMENDATION It is recommended that the City Council: 1) Review the proposed Ground Lease Agreement with REST Investments for approximately 1.2 acres of City owned property, identified as APN 015- 180-020, for the purpose of constructing a multi-story parking facility, and 2) If the City Council consents to the terms of the lease, adopt a resolution directing the City Manager to execute a Ground Lease agreement hetwe.en the City and REST Investments. BACKGROUND The City owns property identified as APN 015-180-020, which includes the area customarily identified as the "Tillo" portion. The attached Exhibit A more fully describes the subject property . In 2001 REST Investments constructed a 1,100 car parking structure and a ground level parking lot through a lease agreement with the City for the "finger piers" portion of City property adjacent to the Tillo site. To facilitate the development of this project, the City provided an Il- year rent forbearance. However, the City collects an 8% gross receipts commercial parking tax from this facility. In fiscal year 2004-05 the City collected $362,475 in parking tax revenue from the parking complex (known as ParkSFO) and last year collected $442,494. As part of this project, REST Investments also provided public parking, walkways, benches and access on property it owns to the bay and the San Francisco Bay Trail in cooperation with the San Francisco Bay Conservation and Development Commission (BCDC). REST Investments continues to maintain the public access area. Based on the success of the existing parking structure, REST Investment is interested in leasing an area not to exceed two acres of the Tillo property and combine it with property it currently owns to develop a second multi-level commercial parking facility for airport patrons. REST Investments plans to construct the commercial parking facility in two phases: (1) In the first phase, REST Investments will construct an at grade parking facility with parking capacity for l6I cars; (2) In the second phase, REST Investments will construct a multi-story commercial parking facility with capacity for 1,400 to 1,450 cars. ST AFF REPORT SUBJECT: Lease agreement with REST Investments for the Tillo property Page 2 The City will collect parking tax, property tax and one-time building permit fee revenue from the new facility. In Exhibit C, REST Investments has estimated the taxes and fees the City will collect from the new parking facility. In summary, REST Investments forecasts that the City will receive between $28,000 and $95,000 in parking tax annually during phase one of the project and approximately $361,000 the fIrst year the parking structure begins operating. In addition, the Redevelopment Agency will also collect approximately $200,000 in property taxes annually. These projections are comparable to the revenue generated by the existing facility. The terms of the proposed ground lease are as follows: The initial term of the lease is for 12 years with an option to extend the lease an additional l8 years (30 years total). Rest Investments can exercise the initial term extension upon demonstrating to the City that it has financial commitments to construct the multi-story parking facility. After completing construction of the multi-story parking facility, REST Investments will have the option to exercise two additional30-year extensions. Therefore, the total potential lease term is 90 years. However, REST Investments can only exercise the final 60 years of the lease if it has constructed the multi-level parking facility. The base monthly rent for the property is $5,667, or ten cents ($0.10) per square foot. This rent is based on a 2002 independent appraisal the City used to establish the rent it charges the Water Quality Control Plant for the property. For comparison, REST Investments currently pays the city two cents ($0.02) per square foot for the Fingers property and Costco pays one cent ($0.01) per square foot for property in the area it leases from the City. The base rent for the Tillo site will be adjusted upward every five years based on increases in the Consumer Price Index (CPI). To facilitate the development ofthe parking lot and structure, the City will waive rent the fIrst year; for years 2-6, the City will receive a minimum of $7,000 through parking tax revenue or as rent if REST Investments has not developed the surface parking lot; for years 7-11, the City will receive a minimum of $8,000 through parking tax revenue or as rent if REST Investments has not developed the surface parking lot or parking structure. Beginning in year 12, REST Investments will pay the City the CPI adjusted base rent regardless of parking tax revenue. Thus, in year 12 it is projected the City will receive a $5,667 CPI adjusted rent payment plus more than $500,000 in parking tax revenue based on REST Investments' estimates. The City Council should be aware that the only significant risk to the City is that it does not have the option to terminate the lease during the fIrst 30-year term. REST Investments can extend the initial 12- year lease to 30 years by simply demonstrating that it has a financial commitment for the parking structure. However, having a financial commitment that extends the lease does not guarantee REST Investments will build the structure. It is important to note that the lease is structure this way because if there are any lease termination provisions in the first 30 years, REST Investments will not be able to obtain financing for the construction of the parking structure. This is because in essence the bank is lending on the value of the secured 30-year ground lease. REST Investments intends to build the parking structure, but if it is unable to build for any reason after obtaining financing and extending the STAFF REPORT SUBJECT: Lease agreement with REST Investments for the Tillo property Page 3 lease, the City will not be able to terminate the lease during the first 30 years. Thus the revenue projections for the parking structure would not be realized and the City would only receive the base rent and tax revenue from the surface parking lot. CONCLUSION It is recommended that the City Council review the terms of the lease, including the financing provision that allows for the extension of the lease to 30 years without a guarantee that the parking structure will be built. If the City Council is willing to risk a 30-year lease without a guarantee that a parking structure will be built, as this is only way the project can proceed, then it is recommended the City Council adopt a resolution directing the City Manager to execute a ground lease with REST Investments for the Tillo property. Execution of the lease will be subject to REST Investments obtaining necessary conditional use permit approvals. Marty Van Duyn Assistant City Mana er BMN:MVD:AFS Attachment: Resolution Exhibit A Parcel Map Exhibit B Ground Lease Exhibit C Projected Commercial Parking Tax Revenue RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING A GROUND FOR AN AREA NOT TO EXCEED TWO ACRES OF THE TILLO PROPERTY, WITH REST INVESTMENTS, INC. TO CONSTRUCT A COMMERCIAL PARKING FACILITY FOR AIRPORT PATRONS WHEREAS, the City of South San Francisco is responsible for building and maintaining infrastructure that is essential to building and preserving the economic and social well-being of its residents and businesses of the City; and WHEREAS, in 2001 REST Investments successfully constructed a 1,100 car parking structure adjacent to the Tillo site, and a surface parking lot, through a lease agreement with the City and to the City's satisfaction, and WHEREAS, based on its success, REST Investments is interested in an area not to exceed two acres on the Tillo property and combine it with property it currently owns to develop a second multi-level commercial parking facility for airport patrons; and WHEREAS, the construction of the commercial parking facility is to occur in two phases: (1) REST Investments will construct an atgrade parking facility with parking capacity for I6l cars; (2) REST Investments will construct a multi-story commercial parking facility for 1,400 to 1,450 cars; and WHEREAS, the City will collect parking tax, property tax, and permit fee revenue from the new facility, forecasted by REST Investments to be between $28,000 and $95,000 in parking tax annually during phase one and approximately $361,000 the first year the parking structure begins operating; and WHEREAS, the City Council is aware that it does not have the option to terminate the lease during the first thirty (30) year term due to the effect a lease termination provision would have on REST Investments' ability to obtain fmancing; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco does hereby: 1. Approve the "Ground Lease" by and between the City of South San Francisco and REST Investments, as set forth in Exhibit A, attached hereto; and 2. Authorize the City Manager to sign and execute, on behalf of the City, the Ground Lease, attached hereto as Exhibit A. 10.25.06 Reso for Simms _ Tillo parking lease.DOC * * * * * 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 , 2006 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 10.25.06 Reso for Simms _ Tillo parking lease.DOC EXHIBIT A (5 PAGES) P.I P.I E*HIBIT A S.S.F. WA TER TRlrA '[MENT PLANT 7626 OR 316 PARCEL I APN 0/5-180-020 LANDS OF E QUlL ON OR 98-/04529 APN 0/5-173-140 \ \ ~ \ ~ \ ~~ \ ~~ ~ )>~ \' (l) ~ ";: p ,,~)> - ~~~."-'~ ..: .l:\. ~ r-- 1\). .tl. \0" ~(i'\~O .. ~ ~ ~~ ,. t/')IT\ - - I'\;l Cu> 01 ~ CI) \~ :--I~ \ I I\) C. I \- F1 \ \ ---- CURRENT REST INVESTMENTS LEASE \ ~ \ DA TED JUNE /2, 1998 \ l -- POB PARCEL >>A" ~ .... .... POC PARCEL I g \ // \ 5 8ro~1'20.W. -10 \ II ,--t-- .3-9.9/' ~..... \~ f--\ _ (N.8/o21'20HEJ ......, - ~\- (40.0') , \') 0:.\ '-.;.;-~- ~ .:. PARCEL "BI/ ':\ .......\ ) (":.- :_~\-_ LICENSE FOR INGRESS/EGRESS a UTILITIES "J<t<t.-i;\ '/,. - C,,\ APPROXIMA TE AREA :: 3,555:t SQ, FT. o D<~' / ~ 7626 OR 516 PARCEL 2 lfJ \: L (!!.S!..!22:J APN 015-173-120 ~. m VORTH ACCESS RD. ;z C). Ct) o ..... Q\ ..:r o . ~ PARCEL I LEASE SITE AREA :: 54,645:t SQ. FT. 1.254 ACRES C") c: Al Al \'T\ Z -I '::t:) I1i (J) -I (1)-- oZ o 'J>< " :M~ o 0-1 ~ o:..~ - C:z o z-\ tA . 1TI (J) . - tT\ I'V r- . . \'T\ i:C'J> ~ 1.0 (J) Ui) 00 I'T\ <.M \ ~ \ - \ ) N .... - - POB PARCEL , / I 3/8.341 0031"'O"E. N.B - . 3i;1.~1' 1'/=60 9/Z0l N,8S0S4'2S"W. 320.18' LANDS OF SIMMS APN 015-173-160 Curve number I Radius= /45.0' Delta= 021>10' Arc= 5.5' 4EG-END POB POINT OF BEGINNING POC POINT OF COMMENCEMENT OR OFFICIAL RECORDS P.2 P.2 LEASE AND LICENSES OF THE "T/LLO" PORTION OF THE S.S.F. WA TER TREA TMENT PLANT CITY OF SOUTH SAN FRANCISCO CALIFORNIA PERICOSSEBOOM LICENSED LAND SURVEYORS 423 BROADWA Y, Sfe, 302 4... . _ _ _ _ _ DIMENSIONS SHOWN PARENTHETICALL Y ARE DERIVED FROM rHE PUBLIC RECORD AND ARE APPROXIMA TE. EXHIBIT A-1 PlmCEL 1 LEASE PARCEL ALL THAT REAL PROPERTY SITUATED IN THE STATE OF CALIFORNIA, qoUNTY OF SAN MA'rEO I . C~TY OF SOUTH SAN FRANCISCO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHERLY TERMINUS OF THAT LINE DIMENSIONED "S.08046110"E., 699.69 FEET" WHICH IS CONTAINED WITHIN THAT DEED RECORDED JULY 2, 1998 AT SERIES NO. 98- 104529 OF THE OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO; THENCE N.08046'10"W., ALONG SAID LINE A DISTANCE OF 251.52 FEET; THENCE N.80037'50"E., A DISTANCE OF 39.91 FEET TO THE TRUE POINT OF BEGINNING OF THE PREMISES DESCRIBED HEREIN, SAID POINT ALSO BEING THE NORTHEAST CORNER OF THE. HEREIN DESCRIBED PARCEL "A"; THENCE N. 80037' 50"E., A DISTANCE OF 315.34 FEET TO THE WESTERLY LINE OF THE "FINGERS" GROUND LEASE AS SAID LEASE IS DESCRIBED ON EXHIBIT "B" OF THAT UNRECORDED LEASE AGREEMENT BETWEEN REST INVESTMENT AND THE CITY OF SOUTH SAN FRANCISCO, DATED JUNE 12, 1998; THENCE S. 09004' 03 "E., ALONG THE WESTERLY LINE OF SAID LEASE A DISTANCE OF 199.37 FEET; THENCE N.89054'28"W., ALONG THE LINE OF SAID LEASE A DISTANCE OF 320.18 FEET TO A POINT ON THE EASTERLY LINE OF THE HEREIN DESCRIBED PARCEL "A"; THENCE N. 08046' 10 "W., ALONG THE EASTERLY LINE: OF SAID PARCEL "A" A DISTANCE OF 146.74 FEET TO THE POlm OF BEGINNING BEING A PORTION OF THE PREMISES DESCRIBED AS "PARCEL 1" IN THAT DEED RECORDED IN BOOK 7626 AT PAGE 316 OF THE OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO. BEARINGS CONTAINED HEREIN ARE REFERENCED TO THOSE CONTAINED WITHIN THAT DEED RECORDED JULY 2, 1998 AT SERIES NO. 98- 104529 OF THE OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO. (PORTION OF APN 015-180-020) EXHIBIT A-2 P.3 P.3 PARCEL "'P" LICENSE FOR INGRESS, EGRESS AND UNDERGROUND UTILITIES A NON-EXCLUSIVE LICENSE FOR INGRESS, EGRESS AND UNJ:>ERGROPND UTI!.JITIES OVER THAT. REAL PROPERTY SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO I CITY OF SOUTH SAN FRANCISCO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF THAT LINE DIMENSIONED "S.08046110"E., 699.69 FEET" WHICH IS CONTAINED WITHIN THAT DEED RECORDED JULY 2, 1998 AT SERIES NO. 98-104529 OF THE OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO i THENCE N.08046110"W., ALONG SAID LINE A DISTANCE OF 251.52 FEET; THENCE N. 80037 I 50"E., A DISTANCE OF 39.91 FEET TO THE NORTHWESTERLY CORNER OF THE HEREIN DESCRIBED PARCEL 1; THENCE S.08046'10"E., ALONG THE WESTERLY LINE AND ALONG THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE AFOREMENTIONED PARCEL 1 A DISTANCE OF 252.06 FEET TO THE NORTHERLY LINE OF THE HEREIN DESCRIBED PARCEL "B"; THENCE S. 810211 20"W., ALONG SAID NORTHERLY LINE A DISTANCE OF 39.91 FEET TO THE POINT OF BEGINNING. IRRESPECTIVE OF THE DIMENSIONS CONTAINED HEREIN, IT IS THE INTENT OF THE GRANTOR THAT THIS PARCEL BE COINCIDENT WITH THE HEREIN DESCRIBED PARCEL "B" BEING A PORTION OF THE PREMISES DESCRIBED AS "PARCEL 1" IN THAT DEED RECORDED IN BOOK 7626 AT PAGE 316 OF THE OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO. SUBJECT TO EXISTING EASEMENTS OF RECORD. THE HEREIN DESCRIBED LICENSE AREA IS TO BE KEPT" CLEAR OF STRUCTURES AND PARKED VEHICLES AND MAY ONLY BE DEVELOPED IN A MANNER CONSISTENT WITH ITS CURRENT USE AS A FIRE LANE AND AS EMERGENCY ACCESS TO THE SOUTH SAN FRANCISCO WATER TREATMENT PLANT. RESERVING TO THE CITY THE RIGHT TO MAINTAIN ANY EXISTING r UTILITIES AND TO INSTALL NEW UTILITIES AS NECESSARY. BEARINGS CONTAINED HEREIN ARE REFERENCED TO THOSE CONTAINED WITHIN THAT DEED RECORDED JULY 2, 1998 AT SERIES NO. 98- 104529 OF THE OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO. (PORTION OF APN 015-180-020) EXHIBIT A-3 P.4 1-'.4 PARCEL "B" LICENSE FOR INGRESS, EGRESS AND UNDERGROUND UTILITIES A NON-EXCLUSIVE LICENSE FOR INGRESS, EGRESS AND UNDERGROUND UTILITIES OVER THAT REAL PROPERTY SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO, CITY OF SOUTH SAN FRANCISCO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING ALL OF THE PREMISES DESCRIBED AS "PARCEL 211 IN THAT DEED RECORDED IN BOOK 7626 AT PAGE 316 OF THE OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO. SUBJECT TO EXISTING EASEMENTS OF RECORD. THE HEREIN DESCRIBED LICENSE AREA IS TO BE KEPT CLEAR OF STRUCTURES AND PARKED VEHICLES AND MAY ONLY BE DEVELOPED IN"A MANNER CONSISTENT WITH ITS CURRENT USE AS A FIRE LANE AND AS EMERGENCY ACCESS TO THE SOUTH SAN FRANCISCO WATER TREATMENT PLANT. RESERVING TO THE CITY THE RIGHT TO MAINTAIN ANY EXISTING UTILITIES AND TO INSTALL NEW UTILITIES AS NECESSARY. (APN 015-173-120) EXHIBIT A-4 P.5 P.5 South San Francisco, CA 94080 EXHIBIT A-5 P.6 1:'.6 .-< ,.; ~ EXHIBIT B ( 40 PAGES) P.7 T'l ,., Exhibit B GROUND LEASE by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation as Landlord, and REST INVESTMENTS, a California corporation, as Tenant Dated as of October 16, 2006 EXHIBIT B-1 P.8 P.~ THIS GROUND LEASE ("Lease") dated as of ("Effective Date") is entered into by and between the City of South San Francisco, a municipal corporation (hereafter "City" or "Landlord") and Rest Investments, a California corporation ("Tenant"). RECITALS A. WHEREAS, City is the owner of fee title to the unimproved land located at South San Francisco, California, and more particularly described on Exhibit A attached hereto, including all appurtenances, easements, rights-of-way, and other interests appurtenant thereto ("Land"); and B. WHEREAS, Tenant is a California corporation that wishes to lease the Land for the purposes of construction and operation of a surface parking lot and possible future development of a multi-level parking structure; and -':'~.c;":.~li C. .WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to lease from . Landlord the Land, upon the terms and provisions set forth in this Lease, for the development by . T~naD.tofa surface parking lot with the possible future development ofa multi-level parking structure. AGREEMENT NOW, THEREFORE, for and in consideration of the covenants and agreements hereinafter set forth., and for oth~r good and valuable consideration, the receipt and sufficiency of which are hereby ackno,wledged, Landlord and Tenant hereby agree as follows. ARTICLE I DEMISE OF PREMISES 1.1. Demise. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Land for the Term (as defmed in Section 2.1 below) and on the terms and conditions set forth in this Lease. All oil, gas, geothermal and mineral rights are expressly reserved from this Lease. Landlord shall have no rights of entry or surface rights for the purpose of extraction of oil, gas, mineral, geothermal or similar resources. 1.2. Condition of Title. Landlord leases the Land to Tenant subject to all easements, covenants, conditions, restrictions and other title matters of record existing as of the Effective Date, and all matters that would be apparent from an inspection of the Land on the Effective Date. 1.3. Condition of Land. Landlord leases the Land to Tenant in its "as-is" condition existing on the Effective Date, and Tenant acknowledges that, except as otherwise expressly set forth in this Lease, Landlord makes no representations or warranties to Tenant with regard to the condition of the Land or the fitness or suitability thereof for Tenant's purposes, including but not limited to, matters pertaining to topography, utilities, soil, subsoil, presence or absence of fill, presence or absence of hazardous materials, drainage, flood zone designation, access to public roads, or environmental laws, rules, or.regulations. Tenant has relied on its investigation and EXHIBIT B- 2 P.9 P.9 judgment as to all matters relating to the Land. Tenant represents that it has, prior to the execution of this Lease, made investigations of the Land, including without limitation such inquiries of governmental agencies, soils testing, tests and inspections as Tenant has deemed necessary to determine the condition of the Land and that Tenant, by execution hereof, accepts the Land in its current "as-is" condition and state. 1.4 Defmitions. 1.4.1 Improvements. For purposes of this Lease, the term "Improvements" shall mean all buildings, structures, fixtures, fences, walls, paving, parking improvements, driveways, walkways, plazas, landscaping, permanently affixed utility systems and equipment, and other improvements located on the Land, including, without limitation, the Project. 1.4.2 Proiect. For purposes of this Lease, the term "Project" shall mean the Parking Facility project and related improvements as described in Section 5.1, and any replacement thereof pursuant to this Lease. 1.4.3 Parking Facility. For the purposes of this Lease, the term "Parking Facility" shall be defined to include both the surface parking lot and/or any future multi-level parking structure constructed on the Property. 1.4.4 Property. For purposes of this Lease, the term "Property" shall mean the Land and all Improvements. ARTICLE II TERM OF LEASE 2.1 Term. The term of this Lease ("Term") shall commence on the date of recordation of a memorandum of this Lease ("Memorandum") in the Official Records of San Mateo County ("Commencement Date"), and unless extended under the provisions of this Article II, shall expire on the day preceding the twelfth (12th) anniversary of the Commencement Date (the "Expiration Date"). The expiration or sooner termination of the Term shall be referred to as "Lease Termination." 2.2 Initial Term Extension. Conditioned upon (1) Tenant's compliance with all terms and obligations set forth in this Lease; and (2) reasonably satisfactory proof provided to Landlord that Tenant has obtained a financing commitment to construct and complete a multi-story parking structure, Tenant shall have the option, to be exercised anytime between the 2nd and 12th Lease Years, as defined in Section 2.4, to extend the Lease, and all terms and conditions contained herein, for a period not to exceed a total of thirty (30) years from the Commencement Date. 2.3 Additional Extension. Conditioned upon (1) Tenant's compliance with all terms and obligations set forth in this Lease; and (2) completion of construction of a multi-level parking structure on the Land, Tenant may extend the Initial Term Extension of the Lease, as granted in Section 2.2, for two (2) additional periods of thirty (30) years each. EXHIBIT B-3 P.lO Y. 1 U 2.4 Lease Year. For purposes of this Lease, "Lease Year" shall mean each calendar year, or partial calendar year during the Term. 2.5 Access Prior to Term. During the period between the Effective Date and the Commencement Date, Tenant and its agents, contractors and consultants shall have the right to enter upon the Land from time to time for the purpose of the investigation and review of the Land, including without limitation, conducting soils testing, surveyin'g, environmental studies, and performing other pre-construction activities. Tenant hereby agrees to indemnify, defend, protect and hold Landlord harmless from and against all claims, demand, liabilities, damages, costs and expenses (including reasonable attorneys' fees) brought against or incurred by Landlord for bodily injury or property damage resulting from Tenant's activities on the Land prior to the Commencement Date. ARTICLE ITI RENT 3.1 . Base Rent. For purposes of this Lease, the "Base Rent" shall be defined as five thousand six hundred sixty-seven dollars ($5,667.00). 3.2 Rental Adjustments. For purposes of this Lease, every five (5) years the Base Rent amount shall be adjusted upwards or downwards in accordance with the change in the Consumer Price Index ("Index") for All Urban Consumers for the San Francisco-Oakland-San Jose area, as published by the United States Department of Labor, Bureau of Labor Statistics, for the five-year period immediately preceding each five-year period of this Lease ("Rental Adjustments"). If the Index is revised or discontinued during the Lease Term, the U.S. Bureau of Labor Statistics index or computation with which it is replaced shall be used to obtain substantially the same result as if the Index had not been revised or discontinued. 3.3 Rent Payments. Tenant shall pay to Landlord, rent for the Land in accordance with the following terms: 3.3.1 Year 1 Rent. Landlord shall not charge rent for one (1) year following Commencement Date. 3.3.2 Year 2 Through Year 6 Rent. For Lease Years 2 through 6, Tenant shall pay to Landlord a monthly rent equal to either (a) zero dollars ($0.00), if in that month the parking tax revenue generated by the Parking Facility pursuant to South San Francisco Municipal Code section 6.16.047 was greater than or equal to seven thousand dollars ($7,000.00); or (b) the difference between seven thousand dollars ($7,000.00) and the actual parking tax revenue generated by the Parking Facility in that month, if the parking tax revenue generated by the Parking Facility in that month was less than seven thousand dollars ($7,000.00). 3.3.3 Year 7 Through Year 11 Rent. For Lease Years 7 through 11, Tenant shall pay to Landlord a monthly rent equal to either (a) zero dollars ($0.00), if in that month the parking tax revenue generated by the Parking Facility pursuant to South San Francisco Municipal Code section 6.16.047 was greater than or equal to eight thousand dollars ($8,000.00); EXHIBIT B-4 P.II P.II or (b) the Base Rent, including any applicable Rental Adjustments, if the parking tax revenue generated by the_ParkingFac;i1ity in that month was less than eight thousand dollars ($8,000.00). 3.3.4 Year 12 Through 30 Rent. For years 12 through 30, Tenant shall pay to Landlord a monthly rent equal to the Base Rent, including any applicable Rental Adjustments. ARTICLE IV TAXES. ASSESSMENTS AND OTHER CHARGES 4.1 Impositions. Tenant covenants and agrees to pay prior to delinquency, all real property taxes, possessory interest taxes, license and permit fees, sales, use, parking, or occupancy taxes, assessments whether general or special, ordinary or extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, pertaining to the Property or part thereof, including, but not limited to (i) any assessment, levy, imposition or charge, in lieu of or substitution for real estate taxes, and (ii) any assessment for public improvements or benefits which is assessed, levied, or imposed upon or which becomes due and payable and a lien upon (a) the Property or any part thereof or any personal property, equipment or other facility used in the operation thereof, (b) the rent or income received by Tenant from subtenants or licensees, (c) any use or occupancy of the Property or part thereof, or (d) this transaction or, subject to the exclusions specified below, any document to which Tenant is a party creating or transferring an estate or interest in the Property or part thereof. All of the foregoing are hereinafter referred to as "Impositions." 4.1.1 Exclusions. Impositions specifically shall exclude any income, franchise, gross receipts, estate, inheritance, transfer or gift tax imposed on Landlord that is attributable to Landlord's transfer of Landlord's fee interest in the Land. 4.1.2 Installments. If, by law, any such Imposition is payable, or may at the option of the taxpayer be paid, in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same respectively become due and before any fme or penalty may be added thereto for the nonpayment of any such installment and interest. Any Impositions relating to tax years that are only partially included in the Term of this Lease shall be prorated between Tenant and Landlord. 4.1.3 Evidence ofPavment. Upon request by Landlord, Tenant shall furnish, in form satisfactory to Landlord, evidence of payment prior to delinquency of all Impositions payable by Tenant. 4.2 Tenant Right to Contest. Tenant shall have the right before any delinquency occurs to contest or object to the amount or validity of any such Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay any such Imposition at the time and in the manner required by law. Any such contest shall be conducted in accordance with and subject to the requirements of Applicable Law (as defined in Section 5.3.1) and otherwise in a manner that does not subject Landlord's title to the Land to foreclosure or forfeiture. Tenant shall indemnify, EXHIBIT B-5 P.12 ,P.12 defend, protect and hold Landlord harmless from and against all claims, damages, losses, liabilities, costs and expenses (including without limitation attorneys' fees) incurred by Landlord as a result of any such contest brought by Tenant. During any contest of an Imposition, Tenant shall (by payment of disputed sums, if necessary) prevent any advertisement of tax sale, foreclosure of, or any divesting of Lessor's title, reversion or other interest in the Land or the Improvements. 4.3 Tenant Duty to File. Tenant shall have the duty of making or filing any declaration, statement or report which may be necessary or advisable in connection with the determination, equalization, reduction or payment of any Imposition which is or which may become payable by Tenant under the provisions of this Article N, and Landlord shall not be responsible for the contents of any such declaration, statement or report; provided, however Landlord shall cooperate with Tenant in connection with the foregoing, including joinder in any application pertaining thereto to the extent required under applicable law, all at no cost to Landlord. 4.4 Utilities. Throughout the Term of the Lease, Tenant agrees to pay, or cause to be paid, all charges which are incurred by Tenant or which are otherwise a charge or lien against the Property or part thereof during the Term, for gas, water, electricity, light, heat or power, telephone or other communication service use, or other utility use, rendered or supplied upon or in connection with the Property. Tenant shall also obtain, or cause to be obtained, without cost to Landlord, any and all necessary permits, licenses or other authorizations required for the lawful and proper installation and maintenance upon the Land of wires, pipes, conduits and other equipment for the supply of utilities to the Project. In no event shall Landlord have any liability to Tenant, and Tenant hereby releases Landlord, from any and all claims, including but not limited to consequential damages, lost profits and similar damages that Tenant may incur as a result of any interruption, curtailment or diminishment of such utilities, other than for the active negligence or willful misconduct of Landlord. Notwithstanding the foregoing, Tenant shall have the right to challenge the amount or validity of the foregoing charges, provided that doing so does not result in the Land being subjected to any lien or other encumbrance. Landlord shall cooperate, within reasonable limits, to assist Tenant in securing utility services for the Project. ARTICLE V DEVELOPMENT OF THE LAND 5.1 Construction of Improvements. Tenant agrees to construct on the Land a surface parking lot, with possible future construction of a multi-level parking structure, together with related improvements ("Project"), in accordance with plans and specifications approved by the City of South San Francisco and any other applicable governmental agency or authority. 5.2 Construction Schedule. Tenant agrees to use diligent efforts to begin construction of the surface parking lot within one hundred eighty (180) days of the Commencement Date and complete construction of the surface parking lot within three hundred sixty-five (365) days of the Commencement Date, subject to Unavoidable Delays incurred by Tenant. Should Tenant elect to construct a multi-level parking structure on the Land, Tenant agrees to use diligent efforts to EXHIBIT B-6 834891_4 P.13 P.13 begin construction of the multi-level parking structure within twelve (12) years of the Commencement Date, subject to Unavoidable Delays incurred by Tenant. 5.2.1 Unavoidable Delays Defined. "Unavoidable Delays" means delays due to strikes, acts of God, acts of the elements, inability to obtain labor, materials or utilities, governmental restrictions or moratoria, enemy action, earthquakes, civil commotion, war, unavoidable casualty or similar causes beyond the reasonable control of Tenant, but financial inability of Tenant to perform shall not be an Unavoidable Delay or an excusing cause. 5.3 Construction Standards. 5.3.1 General Construction Standards. All work done in connection with construction of Improvements on the Land, including any subsequent improvement, alternation or replacement, shall be conducted in a first class and workmanlike fashion in accordance with plans and specifications approved by Landlord and in compliance with all applicable local, state and federal statutes, codes, ordinances, laws and regulations (collectively, "Applicable Laws"). Tenant shall take all reasonably necessary measures to minimize any damage, disruption or inconvenience caused by such work and make adequate provision for the safety of all persons affected thereby. Tenant shall have the sole responsibility for obtaining all necessary governmental permits and approvals for the construction of the Improvements, at Tenant's sole cost and expense. Landlord shall cooperate with Tenant in connection with obtaining any such governmental permits and approvals. Tenant shall pay (or cause to be paid) all costs and expenses associated with the Improvements constructed by Tenant on the Land. 5.3.2 Inspection During Construction. In addition to any authority granted by California law authorizing building inspectors and other City and public agency representatives to inspect the premises, Tenant agrees to allow Landlord's authorized representatives, agents or employees reasonable access, upon 24 hours prior notice to inspect any construction Tenant undertakes on the Land. 5.3.3 Easements. From time to time at Tenant's request, Landlord shall, in its capacity as fee title owner to the Land, join in the grant of easements to public or private utility companies for utility service to and for the benefit of the Project. Landlord agrees to join in granting or dedicating such public or private utility or other easements as may be reasonably required for the development of the Land in accordance with this Lease. Landlord and Tenant acknowledge that it will be necessary to grant and receive certain reciprocal access, drainage, and other easements to and from the parcel owned by Landlord located adjacent to the Land. The parties agree to cooperate in determining the description, nature and extent of such easements and shall execute and record documents evidencing the same which are reasonably acceptable to both Landlord and Tenant. 5.3.4 Protection of Landlord. Nothing in this Lease shall be construed as constituting the consent of the Landlord, express or implied, to the performance of any labor or services, or the furnishing of any materials or any specific improvements, alterations of or repairs to the Property or any part thereof, by any contractor, subcontractor, laborer or materialman such as to give rise to any right of any such contractor, subcontractor, laborer or materialman to file a EXHIBIT B- 7 P.14 1.-'. 1 4 mechanic's lien or other claim against the fee title to the Land. Landlord shall have the right at all reasonable times to post, and keep posted, on the Land any notices which Landlord may deem necessary for the protection of Landlord and the Land from mechanic's liens or other claims. Tenant shall give Landlord ten (10) days' prior written notice of the commencement of any work to be done on the Property to enable Landlord to post such notices. In addition, Tenant shall make, or cause to be made, timely payment of all monies due and legally owing to all persons doing any work or furnishing any materials or supplies to Tenant or any of its contractors or subcontractors in connection with the Property. 5.3.5 Mechanic's Liens. Subject to Tenant's right to contest the same prior to payment, Tenant shall keep the Land and the Improvements free and clear of all mechanic's liens and other liens on account of work done by or for Tenant. Tenant agrees to and shall indemnify, defend and hold Landlord harmless from and against liability, loss, damages, costs and expenses (including reasonable attorney's fees) incurred by or brought against Landlord for claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished to Tenant or persons claiming under it. In the event any lien is recorded, Tenant shall, within thirty (30) days after written request from Landlord, cause such lien to be removed of record by bonding or otherwise. 5.3.6 Notice of Completion. Upon completion of construction of any Improvement, Tenant shall file or cause to be filed in the Official Records of San Mateo County a Notice of Completion (the "Notice of Completion") with respect to the subject work. Upon request of Landlord, Tenant shall make available to Landlord following the completion of the Improvements a full set of as-built plans for the Improvements. 5.3.7 Use of Plans. The contracts relating to design and construction of the Improvements executed by and between Tenant and any architect, other design professional or any general contractor shall provide, in form and substance reasonably satisfactory to Landlord, for the assignment thereof to Landlord as security to Landlord for Tenant's performance hereunder, and Landlord shall be furnished with any such contract, together with the further agreement of the parties thereto, that if this Lease is terminated due to Tenant's default, Landlord may, at its election, use any plans and specifications to which Tenant is then entitled pursuant to any such contract upon the payment of any sums due to any party thereto. 5.3.8 Performance and Surety Bonds. Prior to the commencement of construction of any portion of the Improvements, Tenant shall purchase or cause Tenant's contractor to purchase: (A) in form reasonably satisfactory to Landlord and issued by a corporate surety reasonably acceptable to Landlord both a performance bond in an amount of not less than 100% of the cost of construction, naming Landlord and Leasehold Mortgagees as additional insureds and a payment bond in an amount of not less than 100% of the costs for labor and materials, naming Landlord and Leasehold Mortgagees as additional insureds; or (B) a letter of credit in an amount not less than 100% of the cost of construction, the form and substance of which shall be subject to Landlord's approval; or (C) such other form of assurance of completion the form and substance of which shall be subject to Landlord approvaL "Leasehold Mortgagee" means the mortgagee or beneficiary of any Leasehold Mortgage, and in the event of a transfer of such Leasehold Mortgage, the successor Leasehold Mortgagee, upon delivery of written notice of the transfer to Landlord, who thereupon shall be deemed to be the Leasehold Mortgagee. EXHIBIT B-8 P.lS P.lS "Leasehold Mortgage" means a mortgage secured by the leasehold estate created by this Lease and held by a Leasehold Mortgagee. 5.4 Equal Opportunity. Tenant shall not discriminate on the basis ofrace, religion, color, creed, religion, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction of the Project, and Tenant shall direct its contractors and subcontractors to refrain from discrimination on such basis. 5.5 Prevailing Wage Policy. Tenant shall carry out and shall cause its contractors to carry out the construction of the Project in conformity with all applicable laws and regulations, including without limitation, all applicable federal and state labor laws and standards. Tenant shall cause its contractor and the subcontractors to pay prevailing wages in the construction of the Project as those wages are determined pursuant to California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto (collectively, "Prevailing Wage Laws") or in a Project Labor Agreement if applicable, and to comply with all other applicable provisions of the Prevailing Wage Laws. Tenant shall cause the contractor and subcontractors to keep and retain such records as are necessary to determine if such prevailing wages have been paid as required pursuant to Prevailing Wage Laws. Copies of the currently applicable current per diem prevailing wages are available from the City Public Works Department. During the construction of the Project, Tenant shall cause the contractor to post at the construction site the applicable prevailing rates of per diem wages. Tenant shall, and shall require the contractor and subcontractors to indemnify, hold harmless and defend (with counsel reasonably acceptable to Landlord) the Indemnitees from and against all Claims arising out of the failure or alleged failure of any person or entity (including Tenant's contractor and the subcontractors) to pay prevailing wages as determined pursuant to Prevailing Wage Laws in connection with construction of the Project or any other work lindertaken in connection with the Property, the failure or alleged failure to comply with any applicable requirement of competitive bidding, or the failure or alleged failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws. It is further agreed that Landlord does not, and shall not, waive any rights against Tenant which it may have by reason of this indemnity and hold harmless agreement because of the acceptance by Landlord, or the deposit with Landlord, of any of the insurance policies described in this Agreement. The representations, warranties and covenants contained in this Section 5.5 shall survive the expiration or termination of this Agreement. ARTICLE VI USE OF THE PROPERTY 6.1 Permitted Uses. Tenant may use the Land for the development and operation of a surface parking lot or a multi-level parking structure, and related ancillary facilities consistent and compatible with such a lot or structure, and for no other purposes without the prior written consent of Landlord. EXHIBIT B-9 834891_4 P.16 1'.10 6.2 Binding on Successors; No Subordination. The restrictions set forth in this Article VI shall be binding upon Tenant and its successors and assigns for the full Term of this Lease, and shall not be subordinated to any interest, lien, or mortgage. 6.3 Management and Operation of the Proiect Compliance with Laws. Tenant agrees to use its best efforts to operate, maintain and manage the Property in first-class manner, subject to incidental wear and tear. Tenant, at its sole cost and expense, shall comply with all Applicable Laws pertaining to the use, operation, occupancy and management of the Property. Tenant shall not itself, and shall not permit any subtenant to use the Land or the Improvements for any unlawful purpose and shall not itself, and shall not permit any subtenant to, perform, permit or suffer any act of omission or commission upon or about the Land or the Improvements which would result in a nuisance or a violation of Applicable Law. Subject to the rights of Leasehold Mortgagees, Landlord shall have the right to review and approve the qualifications of any management entity proposed by Tenant for the Project. . " 6.4. Tenant Right to Contest. Tenant shall have the right to contest by appropriate .proceedings, in the name of Tenant, and without cost or expense to Landlord, the validity or application of any Applicable Law. If compliance with any Applicable Law may legally be delayed pending the prosecution of any such proceeding without the incurrence of any lien, charge or liability against the Land or Tenant's interest therein, and without subjecting Tenant or Landlord to any liability, civil or criminal, for failure so to comply therewith, Tenant may delay !:lompliance therewith until the fmal determination of such proceeding. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against all claims, damages, losses, liabilities, costs and expenses (including without limitation attorneys' fees) incurred by Landlord as a result of any such contest brought by Tenant. 6.5 Hazardous Materials. 6.5.1 Obligations of Ten ant. Tenant shall not cause or permit any Hazardous Material (as defmed below) to be brought upon, kept or used in or about the Property other than materials commonly used in the construction, operation and maintenance of the Property provided such materials are used, stored and disposed of in compliance with all Applicable Laws. If Tenant breaches the covenant set forth in the preceding sentence, then Tenant shall indemnify, defend, protect and hold Landlord harmless from and against all claims, demands, liabilities, losses, damages, fines, penalties, remediation orders, costs or expenses (including attorney's fees) incurred by or brought against Landlord as a result of such breach by Tenant. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of the breach by Tenant of the terms and provisions of this Section 6.5.1. Without limiting the foregoing, if the presence of any Hazardous Material on the Property that was not present as of the Effective Date results in any contamination of the Property in violation of Applicable Law, Tenant shall promptly take all actions at its sole expense as are necessary to remediate the Property as required by law; provided that Landlord's approval of such actions shall first be obtained, which approval may be withheld in Landlord's sole discretion. EXHIBIT B-10 :~n4~89 X 4: P.17 "P.17 6.5.2 DefInition of Hazardous Material. As used in this Lease, the term "Hazardous Material" means any hazardous, explosive or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is (a) defmed as a "hazardous waste," "extremely hazardous waste' or "restricted hazardous waste" under Sections 25115, 25117 or 15122.7, or is listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6. 5 (Hazardous Waste Control Law), (b) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (c) defmed as "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (d) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (e) petroleum, (f) asbestos, (g) listed under Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 30, (h) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. ~ 1317), (i) defmed as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 41 U.S.C. S 6901 et seq. (42 D.S.C. S 6903), or G) defIned as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 41 V.S.C. S 9601 et seq. (42 D.S.C. S 9601). ARTICLE VII SURRENDER AND RIGHT TO REMOVE 7.1 Ownership During Term. 7.1.1 Improvements. During the Term of this Lease, all Improvements constructed on the Land by Tenant as permitted or required by this Lease shall, subj ect to the terms of this Lease, be and remain the property of Tenant. 7.1.2 Personal Property. All personal property, furnishings, trade fixtures and equipment installed by Tenant in, on or around the Property which (i) are not attached to the Land so as to cause substantial damage upon removal, and (ii) are not necessary for the normal operation and occupancy of the Project, shall be the personal property of Ten ant (the "Personal Property"). At any time during the Term, Tenant shall have the right to remove the Personal Property provided Tenant shall repair any damage caused by the removal of such Personal Property. Personal Property shall not include any portion or part of major building components or fixtures necessary for the operation of the basic building systems (such as carpeting, elevators, escalators, chillers, boilers, plumbing, electrical systems, lighting, sanitary fixtures and HV AC systems) which shall be deemed a part of the Improvements. EXHIBIT I;3-11 834891_4 P.l8 lP.l~ 7.2 Ownership at Lease Termination. 7.2.1 Improvements. Upon the expiration or earlier termination of the Lease ("Lease Termination") the Improvements shall unconditionally be and become the property solely of Landlord, and no compensation therefor shall be due or paid by Landlord to Tenant for any part thereof, and this Lease shall operate as a conveyance and assignment thereof. Upon Lease Termination, Tenant shall surrender to Landlord the Land and the Improvements in good order, condition and repair, reasonable wear and tear excepted, free and clear of all liens, claims and encumbrances, subleases, other than those matters existing prior to the Effective Date or matters subsequently created or consented to by Landlord. Upon Lease Termination, at Landlord's request Tenant agrees to execute, acknowledge and deliver to Landlord such recordable instruments as are necessary or desirable to confIrm the termination of the Lease and all Tenant's rights hereunder and to perfect Landlord's right, title and interest in and to the Land and the Improvements. 7.2.2 Personal Property. Any Personal Property may be removed prior to Lease Termination by Tenant; provided, however, the removal shall be with due diligence, and without expense to Landlord, and any part of the Property damaged by such removal shall be promptly repaired. Any Personal Property which remains on the Property for thirty (30) days after the Lease Termination may, at the option of Landlord, be deemed to have been abandoned and either may be retained by Landlord as its property or may be disposed of in accordance with Applicable Law. If requested by Landlord within a reasonable time but not less than six months prior to the termination of this Lease, upon Lease Termination Tenant shall, at Tenant's sole cost and expense, remove all Personal Property, or portions thereof designated by Landlord. 7.3 Condition of Improvements at Lease Termination. Landlord has entered this Lease in reliance on the fact that, at Lease Termination, Landlord will receive from Tenant the Improvements in good condition and repair, reasonable wear and tear excepted and reflecting the age of the Improvements at such time and Landlord's willingness during the Term of this Lease to consent to the encumbrance of Tenant's interest in the Land and Improvements for rehabilitation or reconstruction financing. At any time during the Term, upon reasonable advance notice and during normal business hours, Landlord may inspect the Project to confIrm that it is being properly maintained as required herein. Following its inspection, Landlord may deliver to Tenant written notification of any portions of the Project which Landlord has determined is not being properly maintained and Tenant shall promptly comply with the provisions of this Lease regarding such items; provided, the failure of Landlord to inspect or to notify Tenant of any default hereunder shall not be a waiver of Landlord's right to enforce Tenant's maintenance and repair obligations hereunder. 7.4 Survival. The provisions of this Article VII shall survive Lease Termination. EXHIBIT B- 12 834891_4 P.19 "P.l q ARTICLE VITI INSURANCE 8.1 Insurance. Tenant, at its sole cost and expense, during the Term hereof shall keep and maintain the policies of insurance set forth in Exhibit B, attached hereto and incorporated herein and shall comply with all other requirements set forth in such Exhibit. ARTICLE IX INDEMNIFICATION BY TENANT 9.1 Indemnification bv Tenant. Tenant shall indemnify, defend, protect, save and hold harmless Landlord and Landlord's elected and appointed officials, employees, officers and agents (collectively "Indemnitees") from and against any and all claims, liabilities, losses, damages, fines, penalties, claims, demands, suits, actions, causes of action, judgments, costs and expenses (including without limitation reasonable attorneys' fees and court costs) (collectively "Claims") arising during the Term from conduct or management of or from any work or thing whatsoever done in or on the Land or Improvements, and will further indemnify and save Indemnitees harmless from and against any and all Claims arising during the Term from any condition of any Improvement constructed by Tenant on the Land, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or arising from any negligence of Tenant, or any of its agents, contractors, servants, employees, sublessees or licensees, or arising from any accident, injury or damage whatsoever caused to any person occurring during the Term in or on the Land or the Improvements, or from the furnishing of labor or materials by Tenant, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon, and will further indemnify and save Indemnitees harmless from and against any and all Claims arising from the use of the Property by any invitee, licensee, or guest, as approved under this Lease. In the event any such action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. If an insurer under insurance required to be maintained by Tenant hereunder shall undertake to defend the Landlord under a reservation of rights with respect to ultimate coverage and Landlord shall reasonably deem it necessary to retain independent counsel with respect to such matter, Tenant shall pay the reasonable fees of such counsel. The obligations of Ten ant under this Article IX shall not apply to any claims or other matters resulting from the breach or default by Landlord under this Lease, or due solely to the gross negligence or willful misconduct of Landlord, its agents, employees or consultants. ARTICLE X DAMAGEAND DESTRUCTION 10.1 Damage or Destruction. In the event of any damage to or destruction of the Improvements during the Term, Tenant shall restore and rebuild the Improvements as nearly as possibIe to their condition immediately prior to such damage or destruction, subject to any restrictions imposed by changes in Applicable Law and the consent of Leasehold Mortgagee, and EXHIBIT B-13 P.20 P.2U provided that insurance proceeds are made available for the restoration or rebuilding and the restoration or rebuilding is financially feasible. Tenant shall commence diligently and continuously to carry out such rebuilding to full completion as soon as possible. Unless Lessor agrees otherwise in writing, Tenant shall commence reconstruction of the Improvements within sixty (60) days following the date upon which insurance proceeds are made available for such work. Upon the occurrence of damage or destruction, all insurance proceeds paid in respect of such damage or destruction shall be applied to the payment of the costs of the restoration and rebuilding required to be performed by Tenant pursuant to this Lease. The insurance proceeds shall be held in trust by a financial institution agreed upon by Landlord and Tenant ("Insurance Trustee"), with the costs of such trust to be a first charge against the insurance proceeds. After the completion of the restoration and rebuilding of the Improvements, any remaining insurance proceeds shall be paid to Tenant and Tenant shall be entitled to retain the same. 10.2 Rebuilding by Tenant. The funds held by the Insurance Trustee shall be held in trust and shall be applied to the cost of rebuilding. Any funds held by the Insurance Trustee following final completion of rebuilding and payment of all costs and expenses thereof and removal of any liens related thereto, shall be paid to Tenant, subject to the rights of any Leasehold Mortgagee. 10.3 Disbursement of Funds. The Insurance Trustee shall disburse funds only on a periodic basis approved by Landlord and Tenant and only upon receipt of invoices and other documentation, certified as correct by Tenant's architect, if an architect is required for the repair, evidencing satisfactory completion of the work for which payment is requested ("Payment Request"). Further, the Insurance Trustee shall not disburse any funds unless the payment request is accompanied by (a) an executed conditional lien release in form complying with California law relating to all labor and materials described in the Payment Request and (b) an executed final lien release in form complying with California law releasing all claimsfor labor and materials described in the immediately preceding Payment Request and such other terms as are required by any Leasehold Mortgagee. 10.4 Notice Required. In the event of material damage to or destruction of the Improvements, or any part thereof, Tenant shall promptly give Landlord notice of such occurrence and take all actions reasonably required to protect against hazards caused by such damage or destruction. For purposes of this Article X, damage or destruction shall be deemed to be material if the estimated cost to repair equals or exceeds One Hundred Thousand Dollars ($100,000). 10.5 Removal of Debris. If this Lease shall terminate following the occurrence of damage to or destruction of the Improvements and at a time when Tenant shall not have restored and rebuilt the Improvements, then Tenant shall, at its cost and expense after the use of any insurance proceeds released for such purpose, remove the debris and damaged portion of Improvements (including without limitation all foundations) and restore the Land or the applicable portion thereof to a neat, clean and safe condition. 10.6 Tenant's Right to Terminate. Notwithstanding any contrary provision of this Article X, Tenant shall have the option to terminate this Lease and be relieved of the obligation to restore the Improvements where all or substantially all of the Improvements are substantially EXHIBIT 8-14 P.21 P.21 damaged or destroyed and such damage or destruction resulted from a cause not insured against by Tenant nor required to be insured against by Tenant under this Lease ("Uninsured Loss"), and where all of the following occur: 10.6.1 No more than one hundred twenty (120) days following the Uninsured Loss, Tenant shall notify Landlord of its election to terminate this Lease; to be effective, such notice must include both a copy of Tenant's notification to the Leasehold Mortgagee, if any, of Tenant's intention to exercise the option to terminate set forth in this Section 10.6, and Tenant's certification under penalty of perjury that Tenant has delivered or mailed such notification to the Leasehold Mortgagee in accordance with this Section 10.6.1. Landlord shall be entitled to rely upon the foregoing notice and certification as conclusive evidence that Tenant has notified the Leasehold Mortgagee regarding Tenant's desire to terminate this Lease. 10.6.2 No more than sixty (60) days following the giving of the notice required by Section 10.6.1 or such longer time as may be reasonable under the circumstances, Tenant shall, at Tenant's sole cost and expense after the use of any insurance proceeds released for such purpose, remove all debris and other rubble from the Land, remediate the presence of any Hazardous Material on the Land or in the soil that was not present as of the Effective Date of this Lease, secure the Land against trespassers, and at Landlord's election, remove all remaining Improvements on the Land. 10.6.3 No more than thirty (30) days following Tenant's termination notice, Tenant shall deliver to Landlord a quitclaim deed to the Land in recordable form, in form and content satisfactory to Landlord and/or with such other documentation as may be reasonably requested by Landlord or any title company on behalf of Landlord, terminating Tenant's interest in the Land. 10.6.4 Within ten (10) days following Landlord's receipt of the notice referred to Section 10.6.1, Landlord has not received both written notice from the Leasehold Mortgagee, if any, objecting to such termination and an agreement containing an effective assignment of Tenant's interest in this Lease to such Leasehold Mortgagee whereby such Leasehold Mortgagee expressly assumes and agrees to be bound by and perform all of Tenant's obligations under this Lease. ARTICLE XI LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS If Tenant shall at any time fail to pay any Imposition or other charge payable by Tenant to a third party as required by this Lease within the time permitted, or to pay for or maintain any of the insurance policies provided for in Exhibit B hereof within the time therein permitted, or to make any other payment or perform any other act on its part to be made or performed hereunder within the time permitted by this Lease, then Landlord, after thirty (30) days' written notice to Tenant and without waiving or releasing Tenant from any obligation of Tenant hereunder, may (but shall not be required to): (i) pay such Imposition or other charge payable by Tenant; (ii) pay for and maintain such insurance policies provided for in Exhibit B hereof; or (iii) make such other payment or perform such other act on Tenant's part to be made or performed under this EXHIBIT 8-15 P.22 P.22 Lease; and Landlord may enter upon the Property for such purpose and take all such action thereon as may be reasonably necessary therefor. All sums paid by Landlord and all costs and expense incurred by Landlord in connection with the performance of any such act (together with interest thereon at the Default Rate from the respective dates of Landlord's making of each such payment) shall constitute additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. The "Default Rate" shall mean interest calculated at an annual rate equal to the rate of interest most recently announced by the largest bank with its corporate headquarters in California. If there is no such bank or comparable rate, then the Default Rate shall be the highest legal rate of interest that may be charged at that time. ARTICLE XII REPAIRS. CHANGES. ALTERATIONS AND NEW CONSTRUCTION 12.1 Repairs and Maintenance. Tenant covenants and agrees, throughout the Term, without cost to Landlord, to take good care of the Land and Improvements and to keep the same in good order and condition. Tenant shall promptly, at Tenant's own cost and expense, make all necessary repairs, interior and exterior, structural and nonstructural, ordinary as well as extraordinary, whether contemplated or not contemplated at the time of execution of this Lease, and shall keep the Property in a well maintained, safe, clean and sanitary condition. The term "repairs" shall include replacements or renewals when necessary, and all such repairs made by Tenant shall be at least equal in quality and class to the original work. Tenant shall keep and maintain all portions of the Property and the sidewalks adjoining the same in a clean and orderly condition, free of accumulation of dirt, rubbish, and graffiti. Tenant shall ensure that the Project is served by adequate lighting in accordance with applicable building codes and security services and systems reasonably acceptable to Landlord. From time to time during the Term, upon not less than three (3) days prior notice from Landlord, Landlord may enter the Property, or portions thereof, to determine if Tenant is properly maintaining the Property. If, following any such inspection by Landlord, Landlord delivers notice of any deficiency to Tenant, Tenant shall promptly prepare and deliver to Landlord Tenant's proposed plan for remedying the indicated deficiencies. Tenant's failure to deliver a remedial plan and to complete, within a reasonable time, remedial work shall be a default under this Lease. Landlord's failure to deliver, following any Landlord's inspection, any notice of deficiency to Tenant, shall not be a waiver of any default by Tenant under this Article XII. Tenant shall defend, indemnify and hold Landlord harmless from and against any claim, loss, expense, cost, or liability incurred by Landlord arising out of Tenant's failure to fully and timely fulfill its obligations to maintain and repair the Land and the Improvements as required hereunder. 12.2 Changes and Alterations. Tenant shall not during the Term make any changes or alterations in, to or of the Improvements, without the prior written consent of Landlord, which Landlord shall not unreasonably withhold, so long as all the following are complied with by Tenant at Tenant's sole cost and expense: (a) The change or alteration shall be in harmony with neighboring buildings and shall not materially impair the value or structural integrity of the Improvements. EXHIBIT B-16 P.23 :P.23 (b) The change or alteration shall be for a use which is permitted hereunder. (c) No change, alteration or addition shall be undertaken until Tenant shall have obtained and paid for, so far as the same may be required from time to time, all permits and authorizations of any federal, state or municipal government or departments or subdivisions of any of them, having jurisdiction. Landlord shall join in the application for such permits or authorizations whenever such action is necessary; provided, however, that Landlord shall incur no liability or expense in connection therewith. (d) Any change, alteration or addition shall be made in a good and workmanlike manner and in accordance with all applicable permits and all Applicable Laws. (e) During the period of initial construction of, or of construction of any change, alteration or addition in, to or of, the Improvements or of any permitted demolition or new construction or of any restoration, Tenant shall maintain or cause to be maintained fire or other applicable insurance provided for in Exhibit B, which policy or policies by endorsement thereto, if not then covered, shall also insure any change, alteration or addition or new construction, including all materials and equipment incorporated in, on or about the Improvements (including excavations, foundations and footings) under a broad form all risks builders' risk form or equivalent thereof. (f) Tenant shall comply with the provisions of Section 5.3. (g) At Landlord's request, Temmt shall provide Landlord with a copy of any as-built drawings for the Improvements within sixty (60) days following the completion of the Improvements. 12.3 Exceptions to Requirement for Consent. The foregoing notwithstanding, Tenant shall not be required to obtain Landlord's prior written consent to any changes, alterations or improvements so long as all the following requirements are met: (a) The change, alteration or improvement is nonstructural. (b) The change, alteration or improvement is not visible from the exterior of any building on the Land. (c) The change, alteration or improvement has a cost of less than One Hundred Thousand Dollars ($100,000). (d) The provisions of Section 5.3 are satisfied. Notwithstanding the foregoing, Tenant shall deliver to Landlord not later than ten (10) days prior to commencement of any construction, change, alteration or repair, written notice of the proposed work, a general description of the proposed work and sufficient information to permit Landlord to post a notice of nonresponsibility on the Land. 12.4 No Right to Demolish. Notwithstanding any other provisions of this Article XII, Tenant shall have no right to demolish any Improvement, once built, unless Tenant shall have EXHIBIT B- 17 P.24 Y.L4: received the prior written consent of Landlord which shall not be unreasonably withheld if the age and condition of the Improvements makes repair or reconstruction impractical or fmancially infeasible. 12.5 Replacement Reserve Fund. Commencing with the completion by Tenant of the construction of the surface parking lot, and continuing during the remaining Term of the Lease, Tenant shall establish and maintain a reserve fund ("Replacement Reserve Fund") for the cost of capital repairs and replacements to the Parking Facility. Tenant shall have the right to use the Replacement Reserve Fund for the cost of capital repairs, replacements, renovations, upgrades, additions or other improvements to the Parking Facility during the Term ("Permitted Capital Expenditures"). During any period during which the requirements of a Leasehold Mortgagee are in effect with regard to the Parking Facility, the amount, timing and other terms and provisions with respect to the Replacement Reserve Fund contributions, and the administration of the Replacement Reserve Fund (including, without limitation, the permitted investments in which the Replacement Reserve Fund may be invested), shall be in accordance with the requirements imposed by such Leasehold Mortgagee. The Replacement Reserve Fund shall be held in an account established with a reputable financial institution reasonably acceptable to Landlord. Tenant shall have the right to satisfy (whether fully or partly) the Replacement Reserve Fund obligations under this Section 12.5 with replacement reserves required by a Leasehold Mortgagee, as long as such replacement reserve funds are in all materials respects administered in accordance with the requirements of this ~~9liQI1)2.5. Tenant shall receive credit against required Replacement Reserve Fund contributions for any Permitted Capital Expenditures incurred by Tenant for the Development. ARTICLE XIII EMINENT DOMAIN 13.1 Eminent Domain. 13.1.1 Definitions. The following definitions shall apply in construing the provisions of this Article XIII: (a) "Award" means all compensation, damages or interest, or any combination thereof, paid or awarded for the taking, whether pursuant to judgment, by agreement, or otherwise. (b) "Notice of intended taking" means any notice or notification on which a reasonably prudent person would rely and would interpret as expressing an existing intention of taking as distinguished from a mere preliminary inquiry or proposal. It includes, but is not limited to, the service of a condemnation summons and complaint on a party to this Lease. The notice is considered to have been received when a party to this Lease receives from the condemning agency or entity a written notice of intent to take. (c) "Partial taking" means any taking that is not a total taking, a substantial tiling, or a temporary taking. EXHIBIT 8-18 P.25 1-'. :2 :> (d) "Substantial taking" means the taking of so much of the Property that the remaining portion thereof would not be economically and feasibly usable by Tenant for the then existing uses and purposes of the Property, in Tenant's reasonable judgment, but shall exclude a temporary taking. (e) "Taking" means any taking of or damage, including severance damage, to all or any part of the Property or any interest therein by the exercise of the power of eminent domain, or by inverse condemnation, or a voluntary sale, transfer or conveyance under threat of condemnation in avoidance of the exercise of the power of eminent domain or while condemnation proceedings are pending. (f) "Temporary taking" means the taking of any interest in the Property for a period ofless than one (1) year. (g) "Total taking" means the taking of all or substantially all of the Property, but shall exclude a temporary taking. 13.1.2 Notice. The party receiving any notice of the kind specified below shall promptly give the other party written notice of the receipt, contents and date of the notice received: (a) notice of intended taking; (b) service of any legal process relating to condemnation of all or any portion of the Property; (c) notice in connection with any proceedings or negotiations with respect to such a condemnation; or (d) notice of intent or willingness to make or negotiate a private purchase, sale or transfer in lieu of condemnation. Landlord and Tenant, and any Leasehold Mortgagee, each shall have the right to represent its respective interest in each proceeding or negotiation with respect to a taking or intended taking and to make full proof of their respective claims. No agreement, settlement, sale or transfer to or with the condemning authority shall be made without the mutual agreement of Landlord and Tenant and any Leasehold Mortgagee. Landlord and Tenant each agree to execute, acknowledge and deliver to the other any instruments that may be reasonably required to effectuate or facilitate the provisions of this Lease relating to condemnation. 13.1.3 Total or Substantial Taking. In the event of a total or substantial taking of fee title to the Land, Tenant's interest in this Lease and all obligations of Tenant subsequently accruing hereunder shall cease as of the date of the vesting oftitle in the condemning authority; provided, however, that if actual physical possession of all or part of the Property is taken by the condemning authority prior to such date of vesting oftitle, Tenant's obligations to pay rent and other sums under this Lease shall terminate as of such earlier date. In the event of a total or substantial taking of an interest in the Property other than fee title, at Tenant's option EXHIBIT 8-19 P.26 Y.L.O (exercisable by written notice to Landlord), Tenant's interest in this Lease and all obligations of Tenant subsequently accruing hereunder shall cease as aforesaid. 13 .1.4 Award. All condemnation awards and similar payments shall be paid and belong to Landlord, except for any amounts awarded or paid specifically to Tenant for the Improvements. Any such amount awarded to Tenant shall be proportional to the amount expended by Tenant for the Improvements (as distinguished from the cost of the Improvements funded by grant funds, if any, obtained by Landlord for the Project) and shall exclude the value of Landlord's reversionary interest in the Improvements. It is expressly understood and agreed by Tenant that except as otherwise stated in this Section 13.1.4, Landlord shall be entitled to the entire award for any total or substantial taking. 13.1.5 Temporary Taking. In the event of a temporary taking, Tenant shall be entitled to the whole award, and this Lease shall remain in full force and effect. 13 .1.6 Partial Taking. In the event of a partial taking, this Lease shall remain in full force and effect, covering the remainder of the Property, and Tenant shall repair and restore any damage to the Improvements caused by such partial taking consistent with and subject to the provisions applicable to a restoration in the event of an insured casualty under Article X. so that after completion of the restoration the Improvements shall be, as nearly as possible, in a condition as good as the condition immediately preceding the partial taking. The award for any partial taking shall be deposited and disbursed in the same manner as insurance proceeds are disbursed for restoration pursuant to Article X (unless the Leasehold Mortgagee elects to apply such proceeds to pay the indebtedness secured by the Leasehold Mortgage), and upon completion of the restoration, any remaining portion of the award shall be allocated as set forth in Section 13.1.6.1. 13.1.6.1 Award on Partial Taking. All condemnation awards and similar payments shall be paid and belong to Landlord, except for any amounts awarded or paid specifically to Tenant for the Improvements. Any such amount awarded to Tenant shall be proportional to the amount expended by Tenant for the Improvements (as distinguished from the cost of the Improvements funded by grant funds, if any, obtained by Landlord for the Project) and shall exclude the value of Landlord's reversionary interest in the Improvements. It is expressly understood and agreed by Tenant that except as otherwise stated in this Section 13.1.6, Landlord shall be entitled to the entire award for any total or substantial taking. No payments shall be made to Tenant pursuant to this Section if any default by Tenant hereunder has occurred and is continuing unless and until such default is cured. 13 .1.6.2 Partial Taking in Last Five Years. If a partial taking occurs during the last five (5) years of Term and the reasonably estimated cost of reconstruction work exceeds twenty-five percent (25%) of the replacement value of the Improvements, Tenant shall have the right and option to treat the same as a substantial taking by giving written notice thereof to Landlord no later than the earlier of: (a) the date of vesting of title in the condemning authority of the portion of the Property taken, or (b) the date upon which the condemning authority takes physical possession of such portion of the Property. If Tenant does give such "p~Ri~, r;'~\-.?(l 334891_4 P.27 'P.27 notice the partial taking shall be considered as a substantial taking and the taking shall be subject to the provisions of Section 13.1.3. 13.1.7 Lease Provisions Controlling. The provisions of this Lease shall determine the rights and obligations of the parties in connection with any condemnation, but as between Tenant and any Leasehold Mortgagee the Leasehold Mortgage shall control. ARTICLE XIV MORTGAGES 14.1 Leasehold Mortgages. Tenant shall have the right, at any time and from time to time during the Term, to encumber its leasehold interest hereunder with a Leasehold Mortgage or Mortgages, provided that (a) no Leasehold Mortgage shall in any way impair (except as otherwise stated herein or as provided by law) the enforcement of Landlord's right and remedies herein and by law provided, (b) any such Leasehold Mortgage shall at all times be subject and subordinate to, and shall not affect or become a lien upon Landlord's right, title or estate in the Land or in this Lease, and (c) Tenant shall give Landlord prior written notice of any such Leasehold Mortgage, and shall accompany such notice with a true and correct copy of any such Leasehold Mortgage. Any Leasehold Mortgage shall be subject to the terms and conditions set forth in this Article XIV. 14.2 Rights of Leasehold Mortgagee. 14.2.1 Notices. If Landlord shall have been provided with written notice of the address of any Leasehold Mortgagee, Landlord shall mail to such Leasehold Mortgagee a copy of any notice under this Lease at the time of giving such notice to Tenant, and no such notice shall be effective against such Leasehold Mortgagee, and no termination of this Lease or termination of Tenant's right of possession of the Land or reletting of the Land by Landlord predicated on the giving by Landlord of any notice shall be effective, unless Landlord gives to such Leasehold Mortgagee written notice or a copy of its notice to Tenant of such default or termination, as the case may be. 14.2.2 Right to Cure. (i) In the event of any default by Tenant under the provisions of this Lease, the Leasehold Mortgagee shall have the right to remedy or cause to be remedied such default within the same cure period as afforded Tenant hereunder, which cure period shall commence as against the Leasehold Mortgagee upon the receipt by the Leasehold Mortgagee of the notice of default. Landlord shall accept such performance by the Leasehold Mortgagee as if the same had been done by Tenant. (ii) The term "incurable default" as used herein means any default which cannot be reasonably cured by a Leasehold Mortgagee. The term "curable default" means any default under this Lease which is not an incurable default. As to any entity acquiring the interest of Tenant in the Property and in this Lease as a result of the foreclosure of a Leasehold Mortgage (or an assignment or deed in lieu thereof), Landlord shall not terminate this Lease provided such party is diligently and in good faith proceeding to cure any such default. In the event of any ~~_fi"l?,"21 P.28 }.-'O curable default under this Lease, and if prior to the expiration of the applicable grace period specified in Section 14.2.2 (i) the Leasehold Mortgagee shall give Landlord written notice that it intends to undertake the curing of such default, or to cause the same to be cured, or to exercise its rights to acquire the leasehold interest of Tenant by foreclosure or otherwise, and shall immediately commence and then proceed with diligence to do so, whether by performance on behalf of Tenant of its obligations under this Lease, by foreclosure or otherwise, then Landlord will not terminate or take any action to effect a termination of this Lease or re-enter, take possession of or relet the Land or similarly enforce performance of this Lease so long as the Leasehold Mortgagee is diligently and in good faith engaged in the curing of such default or effecting such foreclosure. The foregoing sentence shall not be deemed to extend the time period within which a default in the payment of money must be cured under other applicable Lease provisions. The Leasehold Mortgagee shall not be required to continue such possession or continue such foreclosure proceedings. Nothing herein shall preclude Landlord from terminating this Lease with respect to any additional default which shall occur during any period of forbearance and not be remedied within the cure period, if any, applicable to any such additional default, except that Leasehold Mortgagee shall have the same rights specified in this Article XIV with respect to any additional defaults. (Hi) If the default by Tenant pertains to the failure of Tenant to complete the construction of the Project within the time period required under Section 5.2 of this Lease, and if within one hundred twenty (120) days following written notice to Leasehold Mortgagee of such default Leasehold Mortgagee shall give Landlord written notice that it intends to undertake the curing of such default, or to cause the same to be cured, and to exercise its rights to acquire the leasehold interest of Tenant by foreclosure or otherwise in order to effectuate such cure, and shall immediately commence and then proceed with diligence to do so, then Landlord will not terminate or take any action to effect a termination of this Lease or re-enter, take possession, of or relet the Land or similarly enforce performance of this Lease so long as the Leasehold Mortgagee is diligently. and in good faith engaged in the completion of the construction of the Project or effecting such foreclosure; provided, however, Landlord shall not be obligated to forebear from a termination or other enforcement of its rights under the Lease in response to such default beyond that date which is thirty (30) months following the date of Landlord's initial default notice to the Leasehold Mortgagee under this Section 14.2.2 (iii), subject to extension due to Unavoidable Delays incurred by Leasehold Mortgagee in the completion of the construction of the Project, and subject to extension for any delay incurred by Leasehold Mortgagee as a result oflegallimitations on its ability to foreclose upon the Tenant's leasehold interest. 14.2.3 Execution of New Lease. If this Lease is tenninated by Tenant's trustee in bankruptcy, receiver, liquidator or other similar person on account of a default or if Tenant's interest under this Lease shall be sold, assigned or transferred pursuant to the exercise of any remedy of the Leasehold Mortgagee, or pursuant to judicial proceedings, and if (i) all monetary defaults of Tenant have been cured, and (ii) the Leasehold Mortgagee shall have arranged to the reasonable satisfaction of Landlord to cure any other curable default of Tenant under this Lease, then Landlord, within thirty (30) days (or such period as may reasonably be necessary to enable Landlord to comply with statutory requirements applicable to Landlord's lease of real property) after receiving a written request therefor, which shall be given within sixty (60) days after such termination or transfer and upon payment to it of all expenses, including attorneys' fees, incident "t~l';nBIT B- 2Z. P.29 ':P?q thereto, will execute and deliver a new lease of the Land to the Leasehold Mortgagee or its affiliate or other nominee or to the purchaser, assignee or transferee, as the case may be, for the remainder of the Term, containing the same covenants, agreements, terms, provisions and limitations, as are contained herein. (i) Upon the execution and delivery of a new lease, the new tenant, in its own name or in the name of Landlord may take all appropriate steps as shall be necessary to remove Tenant from the Land, but Landlord shall not be subject to any liability for the payment offees, including attorneys' fees, costs or expenses in connection therewith, and the new tenant shall pay all such fees, including attorneys' fees, costs and expenses, on demand, and shall mal(e reimbursement to Landlord of all such fees, including attorneys' fees, costs and expenses, incurred by Landlord. The new tenant shall indemnify and hold Landlord harmless from any claim, liability or damage (including attorney's fees) as a result of the action against Tenant. (ii) Upon execution of any new lease, the new tenant named therein shall cure all uncured breaches hereunder, except that with respect to any breach which cannot be cured by the new tenant until it obtains possession, the new tenant shall not have to mal(e such cure before it has a right to obtain possession. Any nonmonetary cure required of the new tenant shalL be commenced within ten (10) days following the date the new tenant executes the new lease or the date the new tenant has a right to obtain possession, whichever is applicable (the "Starting Date"), and thereafter shall be diligently prosecuted to completion. All monetary defaults shall have been cured prior to the execution of the new lease and any monetary defaults occurring thereafter shall be cured within ten (10) days following the Starting Date. Any failure to comply with any of the foregoing requirements shall constitute a default under the new lease. (iii) Upon the Starting Date, the ownership of all Improvements shall be deemed to have been transferred directly to such transferee of Tenant's interest in this Lease and the provisions of Section 7.2.1 causing such Improvements to become the property of Landlord in the event of a termination of this Lease shall be ineffective as applied to any such termination. Landlord shall execute such quitclaim deed or other instrument of conveyance as may be reasonably requested, provided such instrument shall be expressly without warranty of any kind whatsoever and Landlord shall have no responsibility with regard to the state of title so conveyed. 14.2.4 Tenant Default Under Leasehold Mortgage. If Tenant defaults under a Leasehold Mortgage, the Leasehold Mortgagee may exercise with respect to the Property any right, power or remedy under the Leasehold Mortgage which is not in conflict with the provisions of this Lease. 14.2.5 No Merger. There shall be no merger of this Lease or any interest in this Lease, nor of the leasehold estate created hereby, with the fee estate in the Land, by reason of the fact that this Lease or such interest therein, or such leasehold estate may be directly or indirectly held by or for the account of any person who shall hold the fee estate in the Land, or any interest in such fee estate, nor shall there be such a merger by reason of the fact that all or any part of the leasehold estate created hereby may be conveyed or mortgaged in a Leasehold Mortgage to a Leasehold Mortgagee who shall hold the fee estate in the Land or any interest of the Landlord under this Lease. t~~xHIS1T 8-23 P.30 1>.30 14.2.6 Assumption of Obligations. For the purpose of this Article XN, the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Lease or of the leasehold estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder. The purchaser at any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee of this Lease and of the leasehold estate hereby created under any instrument or assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage, in order to be deemed to be an assignee or transferee and before the same shall be binding on Landlord, must assume in writing the performance of all of the terms, covenants, and conditions on the part of Tenant to be performed hereunder by an instrument, in recordable form, satisfactory to Landlord; provided however, that nothing contained herein shall be construed to require the purchaser, assignee or transferee as described above to be obligated to cure any default by Tenant. Although a purchaser, assignee or transferee shall not be obligated to cure any default, if any default is not cured, Landlord may exercise any remedy available under this Lease, including the termination of this Lease, if the default is not cured after the expiration of any applicable cure period. 14.2.7 Limitation of Leasehold Mortgagee Liability for Tenant Defaults. Notwithstanding any contrary provision hereof: (i) no Leasehold Mortgagee shall be required to pay any liens or charges that are extinguished by the foreclosure of its Leasehold Mortgage; (ii) any incurable default shall be, and shall be deemed to have been waived by Landlord upon completion of foreclosure proceedings or acquisition of Tenant's interest in this Lease by any purchaser at a foreclosure sale, or any entity who otherwise acquires Tenant's interest from the Leasehold Mortgagee. Any entity acquiring the interest of Tenant in the Property and in this Lease as a result of the foreclosure of a Leasehold Mortgage (or an assignment or deed in lieu thereof) shall be liable to perform the obligations of Tenant under this Lease only during the period such entity retains ownership of the interest of Tenant in the Property and in this Lease. 14.3 Non-Subordination of Fee. Nothing in this Lease shall be construed as an agreement by Landlord to subordinate its fee interest in the Land or its right to rent payments hereunder or any other right of Landlord herein. Except as expressly set forth in this Article XN, no Leasehold Mortgage shall impair Landlord's ability to enforce its rights and remedies under this Lease or provided by law. Landlord shall have no obligation to encumber or otherwise subordinate its fee interest in the Land or in this Lease to the interest of any Leasehold Mortgagee in this Lease or in Tenant's leasehold estate. 14.4 Institutional Lender. Leasehold Mortgages are to be originated only by Institutional Lenders. As used in this Lease the term "Institutional Lender" shall mean anyone or combination of the following: (a) a commercial or savings bank, trust company, insurance company, savings and loan association, building and loan association, pension, retirement or welfare fund, endowment fund or foundation, investment banking firm, or real estate investment trust; (b) any other institutional lender reasonably satisfactory to Landlord, or (c) any federal., state or local government entity or agency. 14.5 Landlord's Rights Under Leasehold Mortgages. EXHIBIT B-24 P.31 1'. 3 1 14.5.1 Notice of Tenant' s Default. Tenant shall use best efforts to ensure that every Leasehold Mortgage secured by a deed of trust on Tenant's leasehold estate in the Land shall expressly provide that: (a) the lender shall give Landlord contemporaneous notice of any default by Tenant thereunder, if the failure to cure such default might result in acceleration of the maturity of the debt secured by the Leasehold Mortgage; provided however, that lender's failure to give notice shall not affect the lender's rights or ability to timely pursue all applicable remedies. In addition, within three (3) business days following Tenant's receipt of any notice of default under any fmancing document affecting the Property, Tenant shall provide Landlord with a copy of such notice. (b) Landlord shall have the reasonable right, but not the obligation, to cure any default by Tenant (but without obligation to do so); and (c) If Landlord shall tender payment in full of all sums required to be paid under the Leasehold Mortgage or the note secured thereby (disregarding any acceleration of maturity thereunder, but including any costs or expenses arising as a result of such default) on or before ninety (90) calendar days from the date of such notice of default from the lender to Tenant, then the lender shall accept such payment and rescind the acceleration, if any. Any sums paid by Landlord pursuant to this Section 14.5.1 shall become immediately due and payable from Tenant to Landlord as Rent due under this Lease. 14.6 Purchase by Landlord. Landlord shall have the right and option (but not the obligation), during the period described in the last sentence of this Section 14.6, by notice in writing to the lender, to purchase any Leasehold Mortgage, the note secured thereby, and any other instruments securing or guaranteeing such note or otherwise evidencing any obligation secured by the Leasehold Mortgage. The purchase price therefor shall be the full amount due and owing to the lender thereunder, including any costs, expenses, and penalties payable in accordance with the terms thereof. The sale and assignment by the lender shall be without recourse or warranty by the lender, except that such lender has good title to the note (or is authorized to obtain payment or acceptance on behalf of one who has good title) and that the transfer to Landlord vests in Landlord good title to the note or notes and in all security interests securing the same, free and clear of all claims and interests of third parties. The right granted by this Section 14.6 may be exercised by Landlord at any time after the lender has declared the entire sum secured by any Leasehold Mortgage to be due and payable or has commenced proceedings to foreclose any Leasehold Mortgage or, has requested a new Lease, whichever shall first occur, and such right shall terminate ninety (90) days following receipt by Landlord of a request that Landlord exercise such right given in writing from the lender after the date such right shall first arise as above provided. 14.7 No Voluntary Surrender/Modification. 14.7.1 No Modification. So long as any Leasehold Mortgage encumbers Tenants' leasehold interest in the Land, this Lease shall not be modified by Landlord and Tenant without the consent of the holders of such Leasehold Mortgages. EXHIBIT B- 25 834891_4 P.32 1'.32 14.7.2 No Voluntary Surrender. So long as Tenant is not in default hereunder, Landlord shall not accept a voluntary surrender of the Tenant's leasehold estate without the prior written consent of all holders of any Leasehold Mortgage then in effect. ARTICLE XV ASSIGNMENT. TRANSFER. SUBLETTING 15.1 Restrictions on Transfer or Assignment bv Tenant. Nothing in this Lease shall be construed as an agreement by Landlord to subordinate its fee interest in the Land or its right to rent payments hereunder or any other right of Landlord here in. Tenant shall not sell, transfer, assign, or otherwise convey ("Transfer") all or any portion of its interest in the Property or this Lease voluntarily, involuntarily, by operation oflaw, or otherwise, without Landlord's prior written consent, which shall not be unreasonably withheld. No voluntary or involuntary assignee, sublessee, or successor in interest of Tenant shall acquire any rights or powers under this Lease except as expressly set forth herein. 15.2 No Involuntary Transfers. Without limiting any other restrictions on transfer contained in this Lease, no interest of Tenant in this Lease, the Property or part thereof shall be assignable or transferable: (i) pursuant to any voluntary or involuntary proceeding under federal or state bankruptcy or insolvency law; (ii) pursuant to any assignment of Tenant's assets for the benefit of its creditors; or (iii) pursuant to any order of attachment, garnishment, receivership, or similar action. Any transfer described in this Section 15.2 shall constitute a breach under this Lease by Tenant, and Landlord shall have the right to terminate this Lease pursuant to Article XVI as a result of any such transfer taking place, in which case this Lease shall not be treated as an asset of Tenant. 15.3 Assumption Agreement and Release. No permitted Transfer shall be effective until any curable default hereunder shall have been cured and there shall have been delivered to Landlord an assumption agreement, executed by the transferor and the proposed transferee, whereby such transferee expressly assumes such obligations as arise and/or accrue at any time after such Transfer takes place; and whereby such transferee assumes liability for the Lease obligations. 15.4 Sale bv Landlord. Nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord to sell, transfer, assign or convey all or any portion of the right, title and estate of Landlord in the Land and in this Lease; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall be subject to this Lease, and Tenats's other rights arising out of this Lease shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance. At such time as Landlord shall sell, transfer, assign or convey the entire right, title and estate of Landlord in the Land and in this Lease, all obligations and liability on the part of Landlord arising under this Lease after the effective date of such sale, transfer, assignment or conveyance shall terminate as to Landlord, and thereupon all such liabilities and obligations shall be binding upon the transferee. EXHIBIT B-26 834891_4 P.33 P.33 ARTICLE XVI BREACHES. REMEDIES AND TERMINATION 16.1 Event of Default. Tenant shall be in default under this Lease upon the occurrence of any of the following ("Events of Default"): . (i) Monetary Obligation. Tenant at any time is in default hereunder as to any monetary obligation (including without limitation, Tenant's obligation to pay taxes and assessments due on the Property or part thereof, subject to Tenant's rights to contest such charges pursuant to Section 4.2), and such default continues for ten (10) days after Tenant receives Notice of Breach (as defined in Section 16.2.1); (ii) Insurance. Tenant fails to obtain and maintain any policy of insurance required pursuant to this Lease, and Tenant fails to immediately cure such default following receipt of Notice of Breach; (iii) Abandonment. Tenant abandons the Property; (iv) Bankruptcy. Tenant files a voluntary petition in bankruptcy or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of Ten ant or of all or any substantial part of its property, or of any or all of the royalties, revenues, rents, issues or profits thereof, or makes any general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; (v) Reorganization. A court of competent jurisdiction enters an order, judgment or decree approving a petition filed against Tenant seeking any reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to banlcruptcy, insolvency or other relief for debtors, and such order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days from the first date of entry thereof, or any trustee receiver or liquidator of Tenant or of all or any substantial part of its property, or of any or all of the royalties, revenues, rents, issues or profits thereof is appointed without the consent or acquiescence of Ten ant and such appointment remains unvacated and UllStayed for an aggregate of sixty (60) days, such sixty (60) day period to be extended in all cases during any period of a bona fide appeal diligently pursued by Tenant; (vi) Attachment. A writ of execution or attachment or any similar process is issued or levied against all or any part of the interest of Tenant in the Property and such execution, attachment or similar process is not released, bonded, satisfied, or vacated or stayed within sixty (60) days after its entry or levy, such sixty (60) day period to be extended during any period of a bona fide appeal diligently pursued by Tenant; (vii) Transfer. Tenant Transfers all or any portion of Tenant's interest in this Lease, the Property or part thereof in violation of the provisions of Article XV and fails to EXHIBIT B-27 P.34 :P.34 rescind such Transfer within thirty (30) days after written notice from Landlord or such longer period of time as Landlord may agree; (viii) Nonmonetary Obligations. Tenant is in default in any other of its promises, covenants or agreements contained herein, and such default shall continue for thirty (30) days after Tenant receives Notice of Breach specifying the particulars of such default (or such longer time as Landlord may agree upon in writing), provided that Tenant commences to cure the default within twenty-five (25) days and thereafter prosecutes the curing of such default with due diligence and in good faith; (ix) Construction Obligations. Tenant is in default of this Lease if it fails to comply with the construction schedule specified in Section 5.2. 16.2 Notice and Opportunity to Cure. 16.2.1 Notice of Breach. Unless expressly provided otherwise in this Lease, no breach by a party shall be deemed to have occurred under this Lease unless another party first delivers to the nonperforming party a written request to perform or remedy (the "Notice of Breach"), stating clearly the nature of the obligation which such nonperforming party has failed to perform, and stating the applicable period oftime, if any, permitted to cure the default. 16.2.2 Failure to Give Notice of Breach. Failure to give, or delay in giving, Notice of Breach shall not constitute a waiver of any obligation, requirement or COvenant required to be performed hereunder. Except as otherwise expressly provided in this Lease, any failure or delay by either party in asserting any rights and remedies as to any breach shall not operate as a waiver of any breach or of any such rights or remedies. Delay by either party in asserting any of its rights and remedies shall not deprive such party of the right to institute and maintain any action or proceeding which it may deem appropriate to protect, assert or enforce any such rights or remedies. 16.3 Remedies Upon Default. l6.3.1 Landlord's Remedies. Upon the occurrence of any Event of Default and in addition to any and all other rights or remedies of Landlord hereunder and/or provided by law, but subject in all events to the rights and remedies of Leasehold Mortgagees under Article XIV hereof, Landlord shall have the right to terminate this Lease and/or Tenant's possessory rights hereunder, in accordance with applicable law to re-enter the Land and take possession thereof and of the Improvements, and except as otherwise provided herein, to remove all persons and property therefrom, and to store such property at Tenant's risk and for Tenant's account, and Tenant shall have no further claim thereon or hereunder. In no event shall this Lease be treated as an asset of Tenant after any final adjudication in banlauptcy except at Landlord's option so to treat the same but no trustee, receiver, or liquidator of Tenant shall have any right to disaffirm this Lease. 16.3.2 Damages Upon Termination. Should Landlord elect to re-enter the Land, '::\1' should Landlord take possession pursuant to legal proceedings or to any notice provided by la'wo this Lease shall thereupon terminate, and Landlord may recover from Tenant all amounts EXHIBIT B-28 P.35 Y..:> :> necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course are likely to result therefrom, including all costs (including attorneys' fees) of repossession, removing persons or property from the Land, repairs, reletting and reasonable alterations of the Project in connection with reletting, if any. 16.3.3 Remedies Upon Abandonment. If Tenant should breach this Lease and abandon the Property, Landlord may, at its option, enforce all of its rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. Additionally, Landlord shall be entitled to recover from Tenant all costs of maintenance and preservation of the Property, and all costs, including attorneys' and receiver's fees incurred in connection with the appointment of and performance by a receiver to protect the Property and Landlord's interest under this Lease. 16.3.4 Landlord Right to Continue Lease. In the event of any default under this Lease by Tenant (and regardless of whether or not Tenant has abandoned the Property), this Lease shall not terminate (except by an exercise of Landlord's right to terminate under Section 16.3.1) unless Landlord, at Landlord's option, elects to terminate Tenant's right to possession or, at Landlord's further option,.by the giving of any notice (including, without limitation, any notice preliminary or prerequisite to the bringing of legal proceedings in unlawful detainer) to terminate Tenant's right to possession. For so long as this Lease continues in effect, Landlord may enforce all of Landlord's rights and remedies under this Lease, including, without limitation, the right to recover all rent and other monetary payments as they become due hereunder. For the purposes of this Lease, the following shall not constitute termination of Tenant's right to possession: (a) acts of maintenance or preservation or efforts to relet the Property; or (b) the appointment of a receiver upon initiative of Landlord to protect Landlord's interest under this Lease. 16.3.5 Right to Iniunction~ Specific Performance. In the event of a default by Tenant under this Lease, Landlord shall have the right to commence an action against Tenant for damages, injunction and/or specific performance. Tenant's failure, for any reason, to comply with a court-ordered injunction or order for specific performance shall constitute a breach under this Lease. 16.4 Assignment of Subrents and Other Sums. Subject to the rights of any Leasehold Mortgagee, Tenant irrevocably assigns to Landlord the subrents and other sums due from Project tenants, licensees or concessionaires for the purposes and upon the terms and conditions set forth below. This assignment shall not impose upon Landlord any duty to produce rents from the Project, or cause Landlord to be (a) a "mortgagee in possession" for any purpose, (b) responsible for performing any of the obligations of the sublessor under any sublease, or (c) responsible for any waste committed by lessees or any other parties, for any dangerous or defective condition of the Project, or for any negligence in the management, upkeep, repair or control of the Project. This is an absolute assignment (subject to the rights of any and all Leasehold Mortgagees), not an assignment for security only; and Landlord's right to subrents is not contingent upon, and may be exercised without possession of, the Project. Tenant hereby authorizes Landlord, at the election of Landlord to file a UCC-I Financing Statement reflecting this assignment with the California Secretary of State. Landlord shall provide all Leasehold Mortgagees for which EXHIBIT B-29 P.36 :r..:>u Landlord has been given an address for notice purposes with not less than twenty (20) days' prior written notice preceding any enforcement by Landlord of its rights to subrents. 16.4.1 License. Landlord confers upon Tenant a license ("License") to collect and retain the subrents, issues and profits of the Proj ect as they become due and payable, until the occurrence of an Event of Default. Upon the occurrence of an Event of Default, the License shall be automatically revoked and, subject to any rights of any Leasehold Mortgagee, Landlord may collect and retain the subrents, issues and profits without notice and without taking possession of the Project. This right to collect subrents, issues and profits shall not grant to Landlord the right to possession, except as hereinafter provided, and neither said right, nor termination of the License, shall impose upon Landlord the duty to produce subrents, issues or profits or to maintain all or any part of the Project. 16.4.2 Application of Subrents. Subject to any rights of any Leasehold Mortgagee, Landlord, in its sole discretion, may apply or require the application of any subrents, issues or profits collected under this Section to the payment of any sums due hereunder in such order as Landlord may elect. 16.4.3 Right to Receiver. Following the occurrence of an Event of Default, if Tenant fails after receipt of a Notice of Breach to cure the default within the time period set forth in this Lease, Landlord, at its option, may have a receiver appointed to take possession of Tenant's interest in the Property with power in the receiver (a) to administer Tenant's interest in the Property, (b) to collect all funds available in connection with the operation of the Property, and (c) to perform all other acts consistent with Tenant's obligations under this Lease, as the court deems proper. Landlord's rights under this Section 16.4.3 shall be subject to the rights of all Leasehold Mortgagees. 16.4 Remedies Cumulative. No remedy in this Article XVI shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, subject to any limitations hereinabove referred. l6.5 No Election of Remedies. The rights given in this Article XVI to receive, collect or sue for any rent or rents, moneys or payments, or to enforce the terms, provisions and conditions of this Lease, or to prevent the breach or nonobservance thereof, or the exercise of any such right or of any other right or remedy hereunder or otherwise granted or arising, shall not in any way affect or impair or toll the right or power of Landlord upon the conditions and subject to the provisions in this Lease to terminate Tenant's right of possession because of any default in or breach of any of the covenants, provisions or conditions of this Lease beyond the applicable elire period. 16.6 Survival of Obligations. Nothing herein shall be deemed to affect the right of Lrmdlord under Article IX of this Lease to indemnification for liability arising prior to the termination of the Lease for personal injuries or property damage, nor shall anything herein be deemed to affect the right of Landlord to equitable relief where such relief is appropriate. No EXHIBIT B- 30 P.37 2P.37 expiration or termination of the Term by operation of law, or otherwise, and no repossession of the Land or any part thereof shall relieve Tenant of its previously accrued liabilities and obligations hereunder, all of which shall survive such expiration, termination or repossession. 16.7 No Waiver. Except to the extent that Landlord may have agreed in writing, no waiver by Landlord of any breach by Tenant of any of its obligations, agreements or covenants hereunder shall be deemed to be a waiver of any subsequent breach of the same or any other covenant, agreement or obligation, nor shall any forbearance by Landlord to seek a remedy for any breach by Tenant be deemed a waiver by Landlord of its rights or remedies with respect to such breach. ARTICLE XVII GENERAL PROVISIONS 17.1 Estoppel Certificates. At any time and from time to time, either party, on at least twenty (20) days' prior written request by the other party, shall deliver to the party requesting same a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there shall have been modifications that the same is in full force and effect as modified and stating the modifications) and the dates to which the Rent has been paid and stating whether or not, to the best knowledge of the certifying party, the other party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the certifying party may have knowledge. A prospective purchaser or mortgagee shall be entitled to rely on a statement delivered hereunder. 17.2 Quiet Eniovment. Landlord covenants and agrees that Tenant, upon paying the Rent and all other charges herein provided for and observing and keeping all covenants, agreements and conditions of this Lease on its part to be observed and kept, shall quietly have and enjoy the Land during the Term of this Lease without hindrance or molestation by anyone claiming by or through Landlord, subject, however, to the exceptions, reservations and conditions of this Lease. 17.3 Landlord's Right to Enter the Land. Landlord and its agents may enter the Land or the Improvements from time to time with reasonable notice, except for emergencies in which case no notice shall be required, to inspect the same, to post notices of nonresponsibility and similar notices, and to discharge Tenant's obligations hereunder when Tenant has failed to do so within a reasonable time after written notice from Landlord. 17.4 Representations of Landlord and Tenant. 17.4.1 Tenant hereby represents and warrants that all of the following are true and correct as of the Effective Date: (a) Tenant is a corporation, duly organized, validly existing and in good standing under the laws of the State of California; EXHIBIT B-31 &34891_4 P.38 1-'. ::s ts (b) Tenant has taken all requisite action in connection with the execution of this Lease and the undertaking of the obligations set forth herein. This Lease constitutes the legally valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (c) The execution of this Lease and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon Tenant or any provision of any indenture, agreement or other instrument to which Tenant is a party or may be bound. Neither the entry into nor the performance of this Lease will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to Tenant. 17.4.2 Landlord hereby represents and warrants that all of the following are true and correct as of the Effective Date: (a) Landlord has taken all requisite action in connection with the execution of this Lease and the undertaking of the obligations set forth herein. This Lease constitutes the legally valid and binding obligation of Landlord, enforceable against Landlord in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally. (b) The execution of this Lease and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon Landlord or any provision of any indenture, agreement or other instrument to which Landlord is a party or may be bound. Neither the entry into nor the performance of this Lease will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to Landlord. l7.5 Miscellaneous. 17.5.1 Severability. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 17.5.2 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Lease shall be made in writing, and sent to the Parties at their respective EXHIBIT B-32 O,;J"tO:?l_"'t P.39 }p.39 addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first- class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5 :00 p.m. recipient's time or on a nonbusiness day. Tenant: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: Economic & Community Development Director Facsimile: (650) 829-6627 Rest Investments P.O. Box 2505 South San Francisco, CA 94083 Landlord: 17.5.3 Captions: Construction. The captions used for the sections and articles of this Lease are inserted for convenience only and shall not be used to construe this Lease. The language in all parts of this Lease shall be construed as a whole, according to its fair meaning and not strictly for or against Landlord or Tenant. 17.5.4 Successors and Assigns. Subject to the provisions hereof, this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, and wherever a reference in this Lease is made to either of the parties hereto such reference shall be deemed to include, wherever applicable, a reference to the successors and assigns of such party, as if in every case so expressed. 17.5.5 Short Form of Lease. A memorandum oflease referring to this Lease shall be executed by Landlord and Tenant and recorded in the Office of the San Mateo County Recorder. 17.5.6 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of California. 17.5.7 Attorney's Fees. Should either party hereto commence an action against the other to enforce any obligation contained herein, the prevailing party shall be entitled to EXHIBIT B-33 P.40 :1:'.4U recover from the other party reasonable counsel fees and costs and necessary disbursements, as determined by the court having jurisdiction over the action. 17.5.8 Indemnity Includes Defense Costs. In any case where either party is obligated under an express provision of this Lease, to indemnify and to save the other party harmless from any damage or liability, the same shall be deemed to include defense of the indemnitee by the indemnitor, such defense to be through legal counsel reasonably acceptable to the indemnitee. 17.5.9 No Brokers: No Third-Party Beneficiaries. Landlord represents that it has not engaged any broker or agent to represent Landlord in this transaction. Tenant represents that it has not engaged any broker or agent to represent Tenant in this transaction. Each party agrees to indemnify and hold the other harmless from and against any and all liabilities or expenses, including attorneys' fees and costs, arising out of, or in connection with claims made by any broker or individual for commissions or fees as a result of the acts of the indemnifying party. There shall be no third-party beneficiaries to this Lease. 17.5.10 Disclaimer of Partnership, Lender/Borrower Relationship. The relationship of the parties under this Lease is solely that oflandlord and tenant, and it is expressly understood and agreed that Landlord does not as a result of this Lease in any way nor for any purpose become a partner of Tenant or a joint venturer with Tenant in the conduct of Tenant's business or otherwise. This Lease is not intended to, and shall not be construed to, create the relationship of principal and agent, partnership, joint venture, association, or seller and buyer as between Landlord and Tenant. It is further expressly understood and agreed that this Lease is not intended to, and shall not be construed to create the relationship of lender and borrower, and Landlord does not, solely as a result of this Lease, become a lender to Tenant. 17.5.11 Entire Agreement: Amendments. This Lease contains the entire agreement between the parties relative to the leasing transaction covered hereby. All previous correspondence, communications, discussions, agreements, understandings or proposals and acceptances thereof between the parties or their representatives, whether oral or written, are deemed to have been integrated into and superseded by this Lease and are of no further force and effect except as expressly provided in this Lease. No amendment or modification hereof shall be effective for any purpose unless in writing signed by Landlord and Tenant. 17.5.12 Time is of the Essence. Time is of the essence of this Lease and of each provision hereof. 17.5.13 Counterparts. This Lease may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 17.5.14 Action by the City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City of South San Francisco in its capacity as Landlord hereunder is required or permitted under this Lease, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by EXHIBIT B-34 P.4l 3P.41 the City Council. In any approval, consent, or other determination by Landlord required hereunder, Landlord shall act reasonably and in good faith. SIGNATURES ON FOLLOWING PAGE EXHIBIT B- 35 O~"'O::1!_'" P.42 3.-'. ~ L IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as of the Effective Date. LANDLORD: CITY OF SOUTH SAN FRANCISCO By: Barry Nagel, City Manager Attest: City Clerk Approved as to form: Steven T. Mattas, City Attorney TENANT: REST INVESTMENTS By: Its: By: EXHIBIT 8-36 834891_4 P.43 3P.43 Exhibit A LAND (Attach legal description.) EXHIBIT B-37 834891_4 P.44 ~.44 Exhibit B INSURANCE REQUIREMENTS Unless Landlord agrees otherwise in writing, Tenant, at its sole cost and expense, during the Term hereof shall keep and maintain the following policies of insurance: A. Property Insurance. Insurance for the risks of direct physical loss, with minimum coverage being the perils insured under the standard Causes of Loss - Special form (ISO Form CP 1030) or its equivalent, covering all the Improvements, all fixtures, equipment and Personal Property, located on or in, or constituting a part of, the Land, in an amount equal to one hundred percent (100%) of the full replacement cost of all such property. The insurance shall (a) cover explosion of steam and pressure boilers and similar apparatus, if any, located on the Property, and (b) cover floods if the Land is in a Special Hazard Area, as determined by the Federal Emergency Management Agency or as shown on a National Flood Insurance Program flood map. The insurance required hereunder shall be in amounts sufficient to prevent Tenant from becoming a co~insurer under the terms of the applicable policies, with not more than a Thirty-five Thousand Dollars ($35,000) deductible (or such higher deductible approved by the Landlord, which approval shall not be unreasonably withheld) from the loss payable for any casualty. The policies of insurance carried in accordance with this Paragraph A shall contain a "replacement cost endorsement" and an "increased cost of construction endorsement." R Liability Insurance. Commercial general liability insurance on an "occurrence basis" covering all claims with respect to injury or damage to persons or property occurring on, in or about the Land or the Improvements. At the commencement of the Term of the Lease, and at all times during the Term, the limits ofliability under this Paragraph B shall be not less than Five Million Dollars ($5,000,000) combined single limit per occurrence, with a deductible no greater than Thirty-five Thousand Dollars ($35,000) or such higher deductible as may be approved by Landlord, which approval shall not be unreasonably withheld. Upon receipt of written demand from Landlord, Tenant shall increase the limits of liability insurance required hereunder to the amount required by any then-existing Leasehold Mortgagee or commensurate with that generally carried by a majority of owners of other comparable projects in San Mateo County, but not greater than that required by any then-existing Leasehold Mortgagee. The insurance shall also include: (i) coverage against liability for bodily injury or property damage arising out of the use, by or on behalf of Tenant, of any owned, non-owned, leased or hired automotive equipment in the conduct of any and all operations called for under this Lease; (ii) premises and operations including, without limitation, bodily injury, personal injury, death or property damage occurring upon, in or about the Land or the Improvements on any elevators or any escalators therein and on, in or about the adjoining sidewalks, streets and passageways; (iii) broad form property damage liability; EXHIBIT B-38 834891 P.4S 31-'. ':I: ~ (iv) additional insured and primary insured endorsements protecting Landlord and Landlord's elected and appointed officials, officers, employees and agents; and (v) personal injury endorsement. C. Worker's Compensation Insurance. Worker's compensation insurance, in the amount required under then applicable state law, covering Tenant's employees, if any, at work in or upon the Property or engaged in services or operations in connection with the Property. Tenant shall require that any general construction contract entered into by Tenant with regard to the initial development of the Improvements include a contractual undertaking by the general contractor to provide worker's compensation insurance for its employees engaged in construction ofthe Improvements in an amount in compliance with applicable state law. D. Course of Construction Insurance. Course of construction insurance in the same amount as required in Paragraph A above for property insurance, covering all construction activities on the Land. E. General Insurance Provisions. All policies of insurance provided for in this Article shall be provided under valid and enforceable policies, in such forms and amounts as hereinbefore specified, issued by insurers licensed to do business in the State of California (or approved to do business in California and listed on the California Department of Insurance list of Eligible Surplus Lines Insurers or successor listing) and having a rating of A-NIII or better in Best Insurance Guide or, if Best Insurance Guide is no longer in existence, a comparable rating from a comparable rating service. Prior to the Commencement Date and, thereafter, not less than thirty (30) days prior to the expiration date of each policy furnished pursuantto this Exhibit B, Tenant shall deliver to Landlord certificates evidencing the insurance required to be carried by Tenant under this Exhibit B. If requested by Landlord, Tenant shall deliver within fifteen (15) days following such request, certified, complete copies of the insurance policies required in this Lease. Insurance policies to be provided herein shall meet the following: ( a) Each policy of insurance obtained pursuant to this Lease, other than worker's compensation insurance, shall contain endorsements which provide (i) a waiver by the insurer of the right of subrogation against Landlord, Tenant or any subtenant for negligence of any such person, (ii) a statement that the insurance shall not be invalidated should any insured waive in writing prior to the loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy, and (iii) a provision that no act or omission of Ten ant which would otherwise result in forfeiture or reduction of the insurance therein provided shall affect or limit the obligation of the insurance company to pay the amount of any loss sustained. (b) By endorsements, Landlord and its elected and appointed officials, officer, employees and agents shall be named as additional insured, as appropriate, under the liability insurance required to be maintained by Tenant hereunder. (c) Each policy required hereunder shall include a Notice of Cancellation or Change in Coverage Endorsement which shall provide that such policy shall not be cancelled or materially changed without at least thirty (30) days' prior written notice by registered or certified mail to Landlord. EXHIBIT B-39 P.46 ':r.':I:o (d) All insurance policies shall provide that there shall be no exclusion from coverage for cross liability among the listed insureds. ( e) Any certificate of insurance applicable to course of construction insurance to be maintained shall be deposited with Landlord prior to commencement of construction of any Improvements. (f) Each policy shall contain an endorsement that proves that the insurance applies separately to each insured that is seeking coverage or against whom a claim is made, except with respect to the limits of liability. (g) Each policy shall be written as a primary policy not contributing with and not in excess of coverage that Landlord may carry. (h) Each policy shall expressly provide that Landlord shall not be required to give notice of accidents or claims and that Landlord shall have no liability for premiums. (i) Notwithstanding any contrary provision of this Exhibit B, all insurance required to be carried by Tenant under this Exhibit B shall be in such amounts, with such additional coverages, and on such other terms as required by any Leasehold Mortgagee. F. Blanket Policies. Any insurance provided for in this Exhibit B may be placed by a policy or policies of blanket insurance; provided, however, that such policy or policies provide that the amount of the total insurance allocated to the Land shall be such as to furnish protection the equivalent of separate policies in the amounts herein required, and provided further that in all other respects any such policy or policies shall comply with the other provisions of this Lease. G. Waiver of Subrogation. To the extent permitted by law and the policies of insurance required to be maintained hereunder, and without affecting such insurance coverage, Landlord and Tenant each waive any right to recover against the other (a) damages for injury or death of persons, (b) damage to property, (c) damage to the Land or the Improvements or any part thereof, or (d) claims arising by reason of any of the foregoing, to the extent that such damages and/or claims are covered (and only to the extent of such coverage) by insurance actually carried by either Landlord or Tenant. This provision is intended to restrict each party (as permitted by law) to recover against insurance carriers to the extent of such coverage, and waive fully, and for the benefit of each, any rights and/or claims which might give rise to a right of subrogation in any insurance carrier. H. Compliance with Policy Requirements. Tenant shall observe and comply with the requirements of all policies of public liability, fIre and other policies of insurance at any time in :torce with respect to the Property, and Tenant shall so perform and satisfy the requirements of the companies writing such policies that at all times companies of good standing shall be willing to write or to continue such insurance. L Additional Insurance. Tenant shall maintain such additional amounts or types of insurance as shall be required by any then-existing Leasehold Mortgagee, and shall have the right to carry such additional insurance as Tenant may desire from time to time or as may be required by any Leasehold Mortgagee. EXHIBIT B-40 P.47 ~.47 Exhibit C PARCEL MAP (Attach copy of Parcel Map.) EXHIBIT B-41 834891_4 P.48 .P.48 EXHIBIT C (1 PAGE) P.49 P.49 2014 792,513 258,806 051.319 2013 615,544 $ 248.852 $ 2012 597;61(3$ 239,284 $ $ $ 2011 580,209 230,079 2010 497,346 $ 221,230 $ 2009 361,637 $ 212,739 $ 2008 95,225 $ - $ 2007 58,360 $ - $ 250,000 $ $ $ $ 9 Year Projections Bob Simms - - 2006 $" : $ Tax receiQ!s per Parking Tax Property Tax* Permits & Fees Park SFO n >< :c OJ ::j o m x ::T 0= ;::;: () 1 $ 864,396 $ 836,900 $ 810,288 $ 718,576 $ 574,376 $ $ 95,225 TOTAL $ $ 308,360 *Propoerty tax to the Redevelopment Agency ~~ UlUl 00 - ~'t\\ s:1N S ~ . ~~\ o ('l.:) >- .... 'P ~ v 0 ~lIFO?-~\~ Staff Report AGENDA ITEM #10 DATE: TO: FROM: SUBJECT: October 25,2006 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager MILLER A VENUE PARKING GARAGE RECOMMENDATION Staff requests that the City Council provide direction regarding a downtown parking garage on Miller A venue. BACKGROUNDIDISCUSSION In April 2001, the City contracted with Walker Parking Consultants (WPC) to evaluate the feasibility of constructing parking structures on two different City owned parcels located on Miller A venue and Baden Avenue. In the 2001 evaluation, WPC studied the Miller Avenue site with dimensions of 150 feet wide on the frontage by 140 feet deep. In October 2006, City staff requested WPC to re-evaluate the proposed Miller A venue site for a parking structure. In the re-evaluation, staff instructed WPC to update the cost from the previous study for the 150 feet by 140 feet site as well as for a 175 feet wide site. The Miller A venue site backs up to Fourth Lane, a one-way alley, which provides access to the existing parking lot. When WPC studied the site, they developed certain objectives that are used in the development of a parking garage in the downtown area. These objectives include: · Maximize parking opportunity of the site · Maintain the urban context in terms of building massing · Locate primary vehicle access from Miller A venue · Provide primary pedestrian movements to street frontage sidewalks · Consider potential commercial/retail space at grade level · Provide the ability to implement paid parking within the garage Due to the width of the site, WPC recommended a split level design as an effective circulation system for short sites, where the lengths available are not sufficient to accommodate a parking ramp. In the split level design, express rams are used, which are steeper in slope than parking ramps. Each split level ramp goes up Y2level, or 5 feet, requiring a much shorter length (approximately 40') than parking ramps which are less steep and usually extend up a full level. Staff Report Subject: Miller A venue Parking Garage Page 2 of 3 WPC looked at three options each for a 150-foot wide and a 175-foot wide parking garage. The first option provides a split level parking garage at grade. The second option provides a split level parking garage with commercial space fronting Miller A venue. The third option provides a split level garage with Y21evel below grade. The following table summarizes WPC's findings for each option. Width- Description Elevated levels No. of Spaces Parapet Height (Ft.) Commercial Option Space (Sq. Ft.) 150' -1 Split Level 3 213 40 0 150' -2 Split Level wi 3'i2 217 45 7,250 Commercial Split Level wi 150' -3 'i2 Level Below 3'i2 240 40 0 Grade 175'-1 Split Level 3 253 40 0 175' -2 Split Level wi 3'i2 258 45 9,200 Commercial Split Level wi 175' -3 Y2 Level Below 3'i2 287 40 0 Grade WPC was also provided cost estimates for each option. The following table provides a comparison of each option developed for the Miller A venue site. Tabulated for each option are the total parking spaces provided for each option, the parking efficiency, and construction and total project costs, both on a total and per space basis. Total project costs include construction, architectural and engineering, geotechnical, permits and fees and a 20% contingency. Width- Developed Area (Sq. Ft.) No. of Parking Projected Development Cost Option Spaces Efficiency Construction Total Project Parking Commercial Total (sfl space) Cost Per Cost Per Space Space 150'-1 76,800 0 76,800 213 361 $4,674,000 $21,944 $6,217,000 $29,190 150' -2 78,800 7,600 86,400 217 363 $5,672,000 $26,138 $7,543,000 $34,760 150' -3 86,400 0 86,400 240 360 $5,220,000 $21,750 $6,943,000 $28,930 175'-1 89,600 0 89,600 253 354 $5,267,000 $20,818 $7,005,000 $27,690 175' -2 91,600 9,200 100,800 258 355 $6,409,000 $24,841 $8,524,000 $33,040 175' -3 100,800 0 100,800 287 351 $5,961,000 $20,770 $7,928,000 $27,630 Staff Report Subject: Miller A venue Parking Garage Page 3 of 3 Depending on the size of the parking garage with or without the option of a commercial space, the cost per space is from $27,630 to $34,760. FUNDING Options for funding this improvement would be a matter for further discussion as part of advancing this project. CONCLUSION The staff requests direction in next steps for this project. Should the Council wish to pursue this Capital Improvement the staff will report back on timing and options for funding. BY~~ Marty Van Duyn Assistant City Manager ----- APProve~ L CfJ M. Nagel City Manager RRfSB/rc Attachments: Concept Drawings for 150' wide and 175' wide Parking Garages CAR COUNTS - FOUR LEVEL GARAGE OPTION 1 213 SPACES OPTION 2 217 SPACES OPTION 3 240 SPACES fI'lqII:tNl. 33-1417.00 _No. 150 MILLER AVENUE 150' X 140' SITE t GRADE AND MEZZANINE 56 SPACES t OPTION 3 - GRADE AND BASEMENT 79 SPACES ]~~~ .lj= P=- ...~ .Ct ..~ ! OPTION 2 4 33._ -a--~- ~ - i~~-. ._~ ~---.~.s----. t .......... ,_ 1& n. 4- -t> ~ 4- -t> r- s _R= ~s - -~ ~ --f : _ _ E__ -ti= ---i~ s a-j - ~--~t- u~t . - s ~ ~ t o u en u z ~ LL Z <( en I I-- :::> o en LL o >- I-- U en .... 0... W U Z o u w 0= ::> .... u ::> 0= I- en (9 z :;z 0= <( 0... o o en C3 ~ u.. z <C en I l- => o en <C Z c:: o u.. ::; () OPTION 52 1 - GRADE SPACES SECOND AND THIRD 53 SPACES FOURTH (TOP) LEVEL 55 SPACES t t LEVELS ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 1~li I I ~ ,WALKER PMKNICONStI.TAN11i 1!l1~"-ka..d _mo s.n~CA.M1M 41~.'~F'tl ! E I " d ~ N .0 g I otl .... 'i ~ F ~ ~ ! ~ ~ i. ~ 11 ~ ~ ~ ~ 8 ~ ~ 6 ~ -.u!!!l IDIL . (.,11 --.!!!!!!!J!!l ISOMETRIC - OPTION 2 Ccp~t 2008. M .....to __ No part of thIo cIoQI~ may be .........cod ... ...y !ann ... by ...y ....... _I ......._ ..... _ part.>>g CcmuItanto~ Ino. SOMETRIC - OPTION 3 ~ -.u!!!l ~ II..., ....!!!!!!..l!! .cAR- RAGE OPTION 253 SPACES OPTION 2 258 SPACES OPTION 3 287 SPACES 175 .. Vl8""l'.{I" ~.oo ;;;;;;;: ....m.." MILLER AVENUE 175' X 140' SITE . W--+" <1- ~ ; I \ ~ ".1.: -.-.----.. ~.. --.."--.:r:-L~......i ,.. -. ; S " Y s ~~ _ b.nrm "i" ~ C'lI Li&.llJ _j- _...~ _h. . :-..-....--- : -r-~-.....--:.-.l r -.. '" -- ~.-._.- -- ~ -.:o-.!......- .-.- - .-_~J_-IL j ~~~~~~~~ b~ S 5!$ ~ _I. Et. ~.~ _._ _h. :!? s U s s _ _0 t:J-- -~ -- ~ : .L:.--- ..:_ J R= ' =at J . s ~j--;- s l'l __ _ .L___.. . ~ J--".._. _.. ~..~_ ._/ b ~ s I s I ~ I I N I ------ -------- ---~~~- ----s--- . I C _ I .. ~ -:-~FtJ-~l Fi ! t t - GRADE AND BASEMENT 95 SPACES t GRADE AND MEZZANINE 66 SPACES OPTION 2 I~ .l:-:"..! ---EE~"..I ...._._ i .~ - ------s-: ~._-- ! s -' "," ._._ ~"""._~i i ---==., h_ ~ ~: ,-$-.--.1 ___._._$ i ~ V~ ~,.-. I s -: _.. ~._ __.~ I :__ . ' . ==-;=-r ~. s i - ~ -----' ---1=- _ 64'-0" II> I ~ . II> I .. N 64'-0' . . 130',-0' , , i f_ ..-...-i!-- jf....<l=-;. -po i .." r .-r .._._~-!. t --!- .....-. OPTION 3 64'-0" 1.3(t,-0' 64'-0" ...... o u en u z ~ LL Z <( en ::c ...... .....,. o en LL o ~ ...... U U) t- a.. W U Z o U w a::: ::) t- U ::) a::: t- V} CJ z 52 a::: <( a.. o u ~ ! LL Z ;}j :x: I- ::J o en <<: Z lr o LL ~ SECOND AND THIRD LEVELS 63 SPACES FOURTH (TOP) LEVEL 66 SPACES t.l 64'-0' II> I .. N b I b N b I b N OPTION 61 64'-0' . 13O~-0' 1 - GRADE SPACES C I .. N y ~ b I ~ 64'-0' . I " -- . ~- I " . 130',..0' . I . . -~~ . . . . ~ ~".~ ~. 64'-0" . II> I .. N b I b N b I b N b I . b o N L_ -~ 0 - I b N b I ~ b I b N . II> I .. N ~. 64'-0' . . I S ~ I . . 130'-0' . _._~- I I . . I --s- ~.~ 64'-0' ISOMETRIC - OPTION !!!!U.l!!!l ~ dlIIL . I..., -!!!!!!!J!!1 IJli J I i .WALKER PAIIQtG ~TAKB 1S1~Pwt8l\Od -.... "F~CA"1lM 4t1.SIO.'.Al AGENDA ITEM # 11 DATE: October 25,2006 TO: The Honorable Mayor and City Council FROM: Terry White, Director of Public Works SUBJECT: EL CAMINO REAL LANDSCAPE MASTER PLAN ADOPTION - CIP PROJECT NO. 51-13232-0521 RECOMMENDATION: It is recommended that the City Council, adopt a resolution, accepting the EI Camino Real Landscape Conceptual Master Plan, CIP Project No. 51-13232-0521, as complete. BACKGROUND/DISCUSSION: Over the past several months, Staff has been working with the landscape architectural firm of Callander Associates, Inc. through a steering committee formed to develop schemes to improve the landscape appearance of the 2.73 miles ofEI Camino Real (State Hwy 82) within our City. The attached master plan was developed through several design meetings, one public forum and presentations to the Park & Recreation Commission and City Council. The final plan was presented to the Park and Recreation Commission at its September 27, 2006 meeting. The Park and Recreation Commission accepted the plan and they recommend it for approval to the City Council. FUNDING: No requests for funds are being made at this time. The preliminary cost estimate provided in the plan is for reference purposes only. CONCLUSION: The Park and Recreation Commission and Staff are requesting that City Council accept this conceptual master plan as complete. The master plan will then be used to seek funding opportunities, create requirements in development agreements and have a landscape n for this highway's aesthetics. BY:~ Terry Whit Director of Approv Attachment: Resolution Final Master Plan RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING ACCEPTANCE OF THE EL CAMINO REAL LANDSCAPE CONCEPTUAL MASTER PLAN, CIP PROJECT NO. 51-13232-0521, AS COMPLETE WHEREAS, the Park and Recreation Commission and Staff recommends the acceptance of the EI Camino Real Landscape Conceptual Master Plan by Callander Associates, Inc. for highway landscape improvements on EI Camino Real (State Hwy 82) as complete; and WHEREAS, funding for this project is included in the City of South San Francisco's 2005/06 Capital Improvement Program (CIP), CIP Project No. 51-13232- 0521. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby authorizes acceptance of the EI Camino Real Landscape Conceptual Master Plan by Callander Associates, Inc. for highway landscape improvements on EI Camino Real. * * * * * 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 2006 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk - ~'t\\ 8:1# S 5!. - ~\i.\ (~ ~l v c C,"~..~~ Staff Report AGENDA ITEM #12 DATE: October 25,2006 TO: Honorable Mayor and City Council FROM: Jim Steele, Director of Finance SUBJECT: QUARTERLY REPORT ON OUTSTANDING CITY BOND ISSUANCES RECOMMENDATION: The following information is being presented to the City Council for information. No action is required. BACKGROUNDIDISCUSSION: The State has investment and reporting requirements for what it defines as "surplus funds." The proceeds of bonds issued by the City are not subject to the statutes governing investment of "surplus funds," which is what governs the City Treasurer's Investments, as the State does not consider funds related to a city's own debt obligations to be "surplus funds." Once the City Council authorizes the issuance of bonds, the investment of the proceeds is covered by the terms of the bond documents approved by the City Council as part of the bond sale, not by the City's Investment Policy. One of the key differences between City bond issuances and surplus invested funds is that City- issued bonds have specific restrictions in order to comply with Internal Revenue Service (IRS) regulations on the use of tax-exempt bond proceeds. While bond issuances should be invested securely, they cannot in general, earn more than the yield on the bonds that were originally issued, or else the City is required to refund the difference to the IRS. This difference, or profit, is called arbitrage. Therefore, while the City Treasurer seeks the highest yield on his investments consistent with safety and liquidity constraints, the bond funds issued by the City must be invested in safe, liquid investments that comply with the requirements of the bond documents approved by the City Council, and do not earn more than the original bond yield. City Bond Funds Outstanding: The attached schedules show the outstanding City bond funds, how they are invested, their interest rate, their market and par values, and who holds the funds. In all cases, a third party hired by the City as a custodian holds the funds on behalf of the City. In all cases, the bond reserves, which are required to be held until the bonds mature, in some cases up to 30 years, have Staff Report Subject: Quarterly Report on Outstanding City Bond Issuances Page 2 of 2 been bid out in a competitive investment bidding process. The shorter-term bond funds, i.e., the debt service funds on hand and any remaining bond proceeds, are typically invested in AAA rated Money Market funds. There are two exceptions to where the shorter-term funds are invested. The remaining 1999 Low Moderate Income Housing Bond proceeds are part of the City's overall investment pool managed by the City Treasurer as part of the arrangement made by the former Finance Director when those bonds were sold. The yield on the City's portfolio for the quarter ending 9/30/06 was 4.32%. The recent Redevelopment Bond sale has bond proceeds invested in a collateralized repurchase agreement at a fixed interest rate of 4.97%, to comply with the IRS yield restrictions mentioned above. The attached report contains seven pages. The first page contains a summary of the open bond issuances for which the City still has funds and each subsequent page contains details on each bond issuance. Note that all City bond funds are held in trust on the City's behalf by a third party bank acting as a custodian for the City. CONCLUSION: The City's bond funds are prudently invested, are held by third party custodians, and are in compliance with IRS restrictions. Prepared by: E Jim teele Fin ce DIrector Approve Cc: City Treasurer Attachments: Summary of All Outstanding City Bond Issuances Summary of All Outstanding City Bond Issuances As of 9/30/06 Bond Remaining Held by 3rd Party Reserve Bond Debt Service Custodian Selected Funds Proceeds Funds Total Bv City? 2006 RDA Bonds $ 4,675,294 $ 53,167,741 $ 105,762 $ 57,948,797 Yes 2005 Sewer Revenue Bonds 1 ,564,827 45 1,564,872 Yes 1999 Conference Center Bonds 407,417 10,227 417,644 Yes 1999 RDA Housing Bond 310,964 1,019,309 1,330,273 Yes 2003 Conference Center Refunding Bond 490,042 490,042 Yes Assessment District Bonds 354,854 354,854 Yes Total $ 6,238,571 $ 55,751,877 $ 116,034 $ 62,106,482 to set aside one year's debt service the issuer (in this case, the City) is Description Bond Reserve: As a safeguard/protection to bondholders, issuers are typically required into a reserve that the bond trustee can use to meet debt service payments in the event not able to make its debt service payment improvement projects. Debt Service Funds: additional funds on hand that will be used to meet the next debt service payment. Typically, if excess interest earnings accrue in the reserve funds, they are transferred to the Debt Service Fund to reduce the payment the City will have to make in the future. the bond sale to be used for capital available from Bond Proceeds: Funds sti of 7 Page Third Party Rate Custodian Security Provider & S&P Ratina (5} AIG Matched nterest Par Value Market Value Funding Corp./AA Security Type Collateralized Guaranteed Investment Contract (GIG) (1 2006 RDA Bonds As of 9/30/06 Bond Reserve: (3) BNY 5.10% 2,796,750 $ 2,796,750 $ BNY 5.03% 761,300 761,300 AIG Matched Funding Corp./AA (1 ) Collateralized GIC FNMA Gov't BNY 4.00% ,000,000 968,438 AAA Bonds BNY 4.64% 4.84% 148,806 4, 706,856 $ 148,806 4,675,294 $ AAA Market Mane BNY BNY 4.97% 4.64% 4.97% $ 53.130.896 36,845 $ 53,167,741 53,130,896 36,845 53,167,741 $ Morgan Stanley Co. A+ Collateralized Repurchase Agreement (4) Monev Market Bond Proceeds mprovements) (For Capital $ AAA BNY 4.63% 50,519 50,519 AAA Money Market Money Market Monev Market Debt Service Funds (2) BNY BNY 4.63% 4.63% 4.63% 3,758 51 ,485 105,762 3,758 AAA AAA $ 51 ,485 105,762 $ 4.96% $ 57,980,359 57,948,797 $ Total Bonds, contract company sells the City a security which contains a guaranteed, fixed interest rate and a legal obligation to pay the full principal amount back at maturity. All of the City's GICs are collateralized, meaning the investor has to provide collateral in the form of U.S. Treasuries, that are held by a third party trustee on the City's behalf, as protection in the event of default by the investor. GICs are often used to fund bond reserves, because their interest rate can be better matched to the yield restrictions on the bonds over time, and because they are collateralized, and of high credit quality. which were defeased as part of 997 and 1999 Redevelopment in which an investment from the prio is an investment Notes: 1) These two GICs are carryforwards the 2006 bond issuance. A GIC remaining principal the other two being Moody's and Fitch. (2) Leftover funds from 2006 bond sale that can be used to help make upcoming debt service payment with the City. It guarantees to pay any is fully collateralized at 104%. three credit rating agencies, Page 2 of 7 Bank of New York Morgan Stanley has entered into a Master Repurchase Contract balance at par, and guarantees a 4.97% interest rate. This Contract S&P = Standard and Poor's one of the top (3) (4) (5) 2005 CSCDA Sewer Rev Bonds (2) As of 9/30/06 Security Third Party Type S&P Ratin Market Value Par Value nterest Rate Custodian Bond Proceeds (For Capital Improvements) Money Market AAA $ 1,564,827 $ 1 ,564.827 4.95% UBOC (1 ) Debt Service Funds Money Market AM 45 45 4.96% UBOC Total $ 1,564,872 $ 1,564,872 4.95% Notes: (1) Union Bank of California (2) In 2005, the City sold Sewer revenue bonds through the California Statewide Communities Joint Powers Authority Page 3 of 7 Bonds 1999 Conference Center As of 9/30/06 Third Party Rate Custodian Security Provider & S&P Rating AIG Matched Funding Corp./AA Security Type Collateralized GIC nterest Value Par Value Market (1 ) BNY 5.04% 397,500 $ 397,500 $ (2) Reserve BNY 4.64% 5.03% 9,917 407,417 9,917 407,417 AAA Money Market $ $ BNY 4.64% 10,227 $ 10,227 $ AAA Money Market Debt Service Funds 5.02% 417,644 $ 417,644 $ Total Notes Bank of New York (1 ) maturity. t, ,at are held (2) they are Page 4 of 7 1999 RDA Low/Moderate Income Housing Bonds As of 9/30/06 Security Provider & S&P Rating AIG Matched Funding Corp./AA Security Type Collateralized G IC Third Party Rate Custodian nterest Value Value Par Market (1 ) BNY 5.09% 303,000 $ 303,000 $ (2) Reserve BNY 4.64% 5.08% 7,964 310,964 7,964 310,964 AAA Money Market $ $ NA Bond Proceeds Capital Improvements) (For BNY 4.32% 048.099 $ 1,019,309 $ City Portfolio (3) 4.50% 1,359,063 $ 1,330,273 $ Total Notes Bank of New York A GIC is an investment contract in which an investment company sells the City a security which contains a guaranteed, fixed interest rate and a legal obligation to pay the full principal amount back at maturity. All of the City's GICs are collateralized, meaning the investor has to provide collateral in the form of U.S. Treasuries, that are held by a third party trustee on the City's behalf, as protection in the event of default by the investor. GICs are often used to fund bond reserves, because their interest rate can be better matched to the yield restrictions on the bonds over time, and because they are collateralized. and of high credit quality. (1 ) (2) Page 5 of 7 nvestment portfolio. of the City's overal These dollars are part (3) 2003 Conference Center Refunding Bonds As of 9/30/06 Security Provider & S&P Rating AIG Matched Funding Corp.lAA Security Type Collateralized GIC Third Party Rate Custodian nterest Value Par Market Value (2) BNY 3.86% 480,644 $ 480,644 $ (1 ) Reserve BNY 4.64% 9,398 9,398 AAA Money Market 3.87% 490,042 $ 490,042 $ Total Notes A GIC IS an Investment contract in which an investment company sells the City a security which contains a guaranteed, fixed interest rate and a legal obligation to pay the full principal amount back at maturity. All of the City's GICs are collateralized, meaning the investor has to provide collateral in the form of U.S. Treasuries, that are held by a third party trustee on the City's behalf, as protection in the event of default by the investor. GICs are often used to fund bond reserves, because their interest rate can be better matched to the yield restrictions on the bonds over time, and because they c collateralized, and of high credit quality. (1 Page 6 of 7 Bank of New York (2) (1 ) Assessment Districts As of 9/30/06 Third Party nterest Rate Custodian - - 4.32% BNY (3) Value 354,854 Market Value Par $ 354.854 $ Security Provider & S&P Ratin NA Security Type City Portfolio (2) Reserve 990 and administers the bond payments tax bills Notes The City assisted in the formation of three assessment districts In 1989-1 on behalf of the property owners. Assessments are placed on the property owners' property and the City uses the proceeds to pay debt service. The three assessment districts are (1 ) and storm drainage facilities for the property owners finance private sewer formed to EI Camino A and B of the property owner. ighting on behalf traffic signal. and street storm drainage finace street formed to Point Grande: nvestment portfolio. of the City's overal These dollars are part (2) Page 7 of 7 Bank of New York (3) - ~'t\l s~ '51 (0 n >-< .... ~ ~ u 0 0411'0# Staff Report AGENDA ITEM #13 DATE: TO: FROM: SUBJECT: October 25, 2006 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager RESOLUTION IN OPPOSITION TO THE INST ALLA nON OF TRAFFIC CALMING DEVICES ON ALTA VISTA DRIVE RECOMMENDA TION It is recommended that the City Council adopt a resolution opposing San Mateo County's proposed installation of traffic calming devices on Alta Vista Drive. BACKGROUND/DISCUSSION On July 12, 2006, the City received notification from the San Mateo County Department of Public Works regarding the proposed installation of three (3) speed humps and two (2) dips on Alta Vista Drive (between Dorado Way and Alida Way) within their jurisdiction. The Traffic Advisory Committee (TAC) reviewed the County's proposal and opposed the installation of speed humps/dips on Alta Vista Drive due to the potential diversion of traffic onto City streets. Alta Vista Drive is a collector road and serves to distribute traffic in the Avalon Subdivision. Installation of speed humps/dips will likely divert traffic to other local roadways, not intended for such high vehicular traffic. In addition, the Fire and Police Departments object to the installation due the impact they have on personnel and emergency vehicles, as well as a delay in response time. There were also discrepancies in the County's speed data supporting the installation of speed humps/dips, which may not meet their minimum criteria for installation of these devices. T AC sent an opposition letter to the County dated July 28, 2006 with its concerns. On August 1, 2006, City staff attended the San Mateo County Board of Supervisors meeting, and Ray Razavi, the City Engineer, addressed the Board expressing the City's opposition to the installation of the speed humps/dips on Alta Vista Drive. The Board of Supervisors directed the San Mateo County Department of Public Works to meet with T AC, California Highway Patrol (CHP), Sheriff's Office and City representatives to consider other alternatives. The decision to install the speed humps/dips was continued to the Board's regularly scheduled meeting on October 17, 2006. Staff Report Subject: RESOLUTION IN OPPOSITION TO THE INSTALLATION OF TRAFFIC CALMING DEVICES ON ALTA VISTA DRIVE Page 2 of 3 City staff met with the County's Department of Public Works on August 16,2006 and reviewed possible alternatives to deter speeding on AHa Vista Drive besides the installation of speed humps and dips. City staff suggested a combination of increased enforcement and installation of solar powered radar speed limit signs. The County reiterated that their speed hump criteria have been met and they feel other options will not slow vehicles down as efficiently as humps/dips. However, ClIP indicated they that would increase enforcement in the next several weeks to monitor the current situation and issue citations. In response to the meeting, Ray Razavi, City Engineer, sent a letter dated September 1, 2006, summarizing the City's recommendations. In response to the City Engineer's letter, San Mateo County Director of Public Works, Neil Cullen, sent a letter dated September 11, 2006, indicating the County's position to the City's recommendations. The County indicated that increased enforcement was provided, but this is not a sustainable method to decrease speed. Installation of solar powered radar speed limit signs was not approved by the County due to their experience that the effectiveness is short lived. The County recommended annexing the Country Club Park area to the City, thereby, making the City responsible for all the existing streets, including AHa Vista Drive, and services, such as police and fire. Another option proposed by the County was to install several turn restrictions on Alta Vista Drive to decrease vehicular volumes on AHa Visa Drive but divert traffic to other City streets. City staff again met with the County, ClIP and Sheriff's Office on September 14, 2006 in order to discuss the proposals outlined in their letter. City staff indicated that annexation may be possible if an assessment district was formed in order to bring the Country Club Park area up to City standards. However, in the past, residents of this area have not wanted to be incorporated into the City. Therefore, it appears that annexation is not a viable solution to the current traffic issues at hand at this time. The County also suggested installation of several turn restrictions on AHa Vista Drive at Dorado Way, which would divert westbound and eastbound vehicles traveling on AHa Vista Drive down Dorado Way. City staff is strongly opposed to this option due to the likelihood that traffic would divert onto nearby City streets, such as Avalon. This option is more likely to cause diversion than the originally proposed speed humps/dips. In addition, it would burden our Police Department with enforcing the turn restriction within our jurisdiction. In our discussions at the September 14, 2006 meeting, the California Highway Patrol representative indicated that they monitored AHa Vista Drive on two occasions and were unable to cite a single vehicle for speeding. The Engineering Division conducted a speed study of AHa Vista Drive and determined the speeds to be far lower than those collected by the County. To date, there have been no reported accidents on AHa Vista Drive between Dorado Way and Alida Way. At the Board of Supervisors' meeting on October 17, 2006, in response to the request by Mayor Fernekes, this item was continued to the Board's November 7,2006 meeting. Staff Report Subject: RESOLUTION IN OPPOSITION TO THE INST ALLA nON OF TRAFFIC CALMING DEVICES ON ALTA VISTA DRIVE Page 3 of 3 CONCLUSION Adoption of a resolution opposing the installation of traffic calming devices on AHa Vista Drive would clearly express the City's official position to the County Board of Supervisors. BY:~G Marty Van Duyn Assistant City Manager APProve~ '" C)~ M. Nagel City Manager RR/rc Attachment: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION OPPOSING SAN MATEO COUNTY'S PROPOSED INST ALLA TION OF TRAFFIC CALMING DEVICES ON ALTA VISTA DRIVE WHEREAS, the San Mateo County Department of Public Works is proposing to install three (3) speed humps and two (2) dips on Alta Vista Drive between Dorado Way and Alida Way, within the County's jurisdiction; and WHEREAS, the Traffic Advisory Committee (T AC) reviewed the County's proposal and opposed installation of the speed humps and dips on Alta Vista Drive due to potential diversion of traffic onto other local roadways, not intended for such high volumes of vehicular traffic; and WHEREAS, the City's Fire and Police Departments object to the installation of the speed humps and dips on Alta Vista Drive due to the impact such installation will have on emergency vehicles, including a delay in response time; and WHEREAS, City Engineer Ray Razavi expressed the City's opposition to the installation of the speed humps and dips at the San Mateo County Board of Supervisors August 1, 2006 meeting; and WHEREAS, City staff has met with the San Mateo County Department of Public Works on August 16 and September 14, 2006 to review possible alternatives, including increased enforcement on Alta Vista Drive; and WHEREAS, at the September 14, 2006 meeting, the California Highway Patrol reported that they were unable to cite a single vehicle for speeding on Alta Vista Drive, during two separate occasions; and WHEREAS, the County has continued the matter to their November 7,2006 meeting. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby expresses its opposition to San Mateo County's proposed installation of traffic calming devices on Alta Vista Drive. * * * * * 868368_1(405-001) 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 , 2006 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 868368_1(405-001)