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HomeMy WebLinkAbout2006-12-13 e-packet ;\\'t\\ ~ ~~." - ..~\ ~ - ~~ (~ ~l v 0 C'. ~"" 4lIF01l-~ ~ INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE DECEMBER 13, 2006 6:55 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code ofthe State of California, the Industrial Development Authority of the City of South San Francisco will hold a Regular Meeting on Wednesday, the 13th day of December, 2006, at 6:55 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve the minutes of December 14, 2005 5. Adjournment (?yni2 City~ ;\\'t\\ s~ ~ ~ . ~\1.\ o n >- c;; \::\ C") v 0 ~llFOl\~\~ Staff Report AGENDA ITEM #4 DATE: December 13, 2006 TO: Industrial Development Authority Members FROM: Jim Steele, Director of Finance SUBJECT: ANNUAL INDUSTRIAL DEVELOPMENT AUTHORITY MEETING RECOMMENDATION It is recommended that the City Council, acting in the capacity of the Industrial Development Authority, approve the minutes from last year's meeting dated December 14, 2005. BACKGROUNDIDISCUSSION From time to time, cities find it expeditious to form non-profit corporations and/or Joint Powers Authorities in order to facilitate various public financing arrangements. Under those circumstances, the City Council acts as a separate body, acting as the Board of Directors for each of those corporate bodies in the same way it also acts as the Redevelopment Agency Board. On an annual basis, the City Council, acting as the Board of Directors for each of those corporate bodies is required to meet and take action. The purpose of this memo is to facilitate the annual meeting of the Industrial Development Authority. This authority was set up on March 28, 1984 to allow the City to facilitate the sale of pass through tax-exempt bonds for use by private companies under certain conditions restricted by the Internal Revenue Service. Due to their tax-exempt nature, their use is limited primarily to financing the construction of small manufacturing plants, pollution control facilities, and several other narrowly restricted purposes. There is an annual application process by which the State authorizes projects for these purposes. The State also institutes an annual cap on the total industrial development bonds that can be issued in the State in the upcoming year. FUNDING There is no fiscal impact from approving staff's recommended action. Staff Report To: Industrial Development Authority Members Re: Annual Industrial Development Authority Meeting Date: December 13,2006 Page 2 CONCLUSION Annual meetings are required for the Industrial Development Authority. Minutes from last year's meeting are attached. ~ Prepared by: ".. . Jim teele Finance Director Approved b Attachment: Minutes JS/BN:ed - ;\\'t\\ 8::44' II ~ - ~~\ o 0:1 >< - ~ ~ v 0 C'. ~"" 4lIF01l-~ CAPITAL IMPROVEMENT FINANCING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE DECEMBER 13, 2006 6:56 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 ofthe Government Code of the State of California, the Capital Improvement Financing Authority ofthe City of South San Francisco will hold a Regular Meeting on Wednesday, the 13th day of December, 2006, at 6:56 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve the minutes of December 14,2005 and February 22, 2006 5. Adjournment @n~ City Cler . - ;\\ 't \\ s:'W B (0 0 >- - \::\ ~ u 0 C4.lIF01l-~\"" Staff Report AGENDA ITEM #4 DATE: December 13,2006 TO: Capital Improvement Financing Authority Members FROM: Jim Steele, Director of Finance SUBJECT: ANNUAL CAPITAL IMPROVEMENT FINANCING AUTHORITY MEETING RECOMMENDATION It is recommended that the City Council, acting in the capacity of the Capital Improvement Financing Authority, approve the minutes from the meetings dated December 14,2005 and February 22, 2006. BACKGROUNDIDISCUSSION From time to time, cities find it expeditious to form non-profit corporations and/or Joint Powers Authorities in order to facilitate various public financing arrangements. Under those circumstances, the City Council acts as a separate body, acting as the Board of Directors for each of those corporate bodies in the same way it also acts as the Redevelopment Agency Board. On an annual basis, the City Council, acting as the Board of Directors for each of those corporate bodies is required to meet and take action. The purpose of this memo is to facilitate the annual meeting of the Capital Imp~ovement Financing Authority. This Authority was set up as a Joint Powers Authority on September 11,1991 between the City and the Redevelopment Authority. Its existence allows the City to enter into more advantageous financing arrangements than it otherwise could. For example, in 1991, the Capital Improvement Financing Authority sold bonds to finance the construction of the Conference Center, backed by the newly instituted $2.50 per room night hotel tax, approved by voters in 1989. FUNDING There is no fiscal impact from approving staff's recommended action. Staff Report To: Capital Improvement Financing Authority Members Re: Annual Capital Improvement Financing Authority Meeting Date: December 13, 2006 Page 2 CONCLUSION Annual meetings are required for the Capital Improvement Financing Authority. Minutes from last year's meeting are attached. Prepared by: ~ l( Jim S ele Finance Director Approved by Attachment: Minutes JS/BN:ed - ;\\'t\\ 8::44' S o 0 >< C;; ~ g c;.,lIF01l-~~"" SURPLUS PROPERTY AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE DECEMBER 13, 2006 6:57 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 ofthe Government Code of the State of California, the Surplus Property Authority of the City of South San Francisco will hold a Regular Meeting on Wednesday, the 13th day of December, 2006, at 6:57 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South SanFrancisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve the minutes of December 14, 2005 5. Adjournment tfYnrZ CityC~ ;\\'t\\ S::44' ~ ~ - ~~\ o n >< ~I tj g C'.4lIF01l-~\.~ RECREATION AND PARK DISTRICT OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting will be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE DECEMBER 13, 2006 6:58 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 ofthe Government Code ofthe State of California, the Recreation and Park District of the City of South San Francisco will hold a Special Meeting on Wednesday, the 13th day of December, 2006, at 6:58 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve minutes of December 14,2005 5. Adjournment 0Yr) ~ City Cl k ;\\ 't \\ 8M '9 o n >< C;; i;:\ C") v ~llFOl\~\~O Staff Report AGENDA ITEM #4 DATE: December 13,2006 TO: Recreation and Park District Members FROM: Jim Steele, Finance Director SUBJECT: ANNUAL RECREATION AND PARK DISTRICT MEETING RECOMMENDATION It is recommended that the City Council, acting in the capacity of the Recreation and Park District, approve the minutes from the meeting of December 14, 2005. BACKGROUNDIDISCUSSION Originally established in 1950 as the Park, Recreation and Parkway District, this entity was reorganized as the Recreation and Park District in 1961 in conformance with Public Resources Code Section 5780 et seq. The Board of Directors may organize, promote, conduct and advise programs of community recreation, establish, maintain and operate recreation centers, parks and parkways, and provide transportation services. The District's primary focus has been to oversee activities associated with the Oyster Point Marina. FUNDING There is no fiscal impact from approving staff's recommended action. CONCLUSION Annual meetings are required for the Recreation and Park District. Minutes from the last meeting are attached. ~... ~ Bv' " . Jim S ele Finance Director APProved:~ if '-(~j y . Nagel City Manager Attachment: Minutes JS/BN:ed AGENDA REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIP AL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, DECEMBER 13, 2006 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meeting of the Redevelopment Agency is held on the second Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item not on the Agenda (except in emergency circumstances ). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. RICHARD A. GARBARINO, SR. Chair PEDRO GONZALEZ Vice Chair MARK N. ADDIEGO Boardmember JOSEPH A. FERNEKES Boardmember KARYL MATSUMOTO Boardmember RICHARD BATTAGLIA Investment Officer SYLVIA M. PAYNE Clerk BARRY M. NAGEL Executive Director STEVEN T. MATTAS Counsel PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR I. Motion to approve the minutes of November 14 and 29,2006 2. Motion to confirm expense claims of December 13, 2006 3. Resolution authorizing the execution of a purchase and sale agreement for property located at 323 Miller Avenue in the amount of $700,000 4. Resolution determining that planning and administrative expenses for FY 2005-06 and 2006-07 are necessary for the production, improvement, or preservation of low and moderate income housing pursuant to Section 33334.3 ofthe California Health & Safety Code PUBLIC HEARING 5. Consideration of Bays ide Area Development applications a. Precise Plan application for a single story retail amenities building with associated plaza and landscaping at 1160 Veterans Boulevard (PP-06-0001, EIR97-027/Mod b. Modification to Precise Plan PP-00-063, an approved design for a 4-story R&D building with a single story 5,000 s.f. retail apj'endage, to remove retail square footage and replace landscaping, and add a 3f story bridge between this building and Building Bat 1130 Veterans Boulevard (PP-05-0002, EIR-97-027/Mod 1) Owner: Bayside Area Development; Applicant: Slough Estates USA, Inc. * *Item 5.b has been withdrawn at the request of the applicant. ADMINISTRATIVE BUSINESS 6. Resolution authorizing the use of tax increment revenues for public facilities and an amendment to the settlement and release agreement with the County of San Mateo ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING AGENDA DECEMBER 13, 2006 PAGE 2 ;\\'t\\ s~ m ~ . ~,~ o n 1>- c;; ~ C") v c C'"tlIF01l-~\."" Redevelopment Agency Staff Report RDA AGENDA ITEM #3 DATE: TO: FROM: SUBJECT: December 13,2006 Redevelopment Agency Board Marty VanDuyn, Assistant Executive Director PURCHASE AND SALE AGREEMENT FOR 323 MILLER AVENUE RECOMMENDATION It is recommended that the Redevelopment Agency Board adopt a Resolution authorizing the Executive Director to execute a Purchase and Sale Agreement for property located at 323 Miller Avenue. BACKGROUND/DISCUSSION The property located at 323 Miller Avenue (APN 012-312-070) is adjacent to City Parking Lots 8 and 10. The property is 3,500 square feet and has two residential units. Constructed in 1908, it has street frontage on both Miller Avenue and 4th Lane. On 4th Lane is a small garage and driveway parking for up to three additional cars. The structure's two one-bedroom units are well maintained and in good condition. Low-income families occupy both units. After extensive negotiations, the Agency and the seller have agreed on a purchase price of seven hundred thousand dollars ($700,000). It is the Agency's intent to maintain the units as affordable residential housing. In the event the Redevelopment Agency decides to construct a parking structure on City Parking Lots 8 and 10, the property at 323 Miller Avenue may be included as part of the parking structure project. Including 323 Miller in the project will increase the capacity and design options of the parking structure. Tenants at that time would be relocated pursuant to Redevelopment Law, which includes relocation assistance and priority for any affordable housing units available. Because of its age, the home would also be reviewed for historical significance through the appropriate local and state resources before a parking structure project would begin. The City Building Inspector conducted an inspection with Redevelopment Agency staff and determined there are no items requiring immediate correction and no apparent building code violations. The Redevelopment Agency will continue to maintain the residential units and make improvements as time, resources and future redevelopment plans allow. In addition, North Peninsula Neighborhood Services Center, Inc. will manage the property under the direction of the Economic and Community Development Department. On December 7, 2006, the Planning Commission reviewed the proposed acquisition for conformity with City's General Plan as required by State Law. Staff Report Subject: 323 Miller Avenue Purchase & Sale Agreement Page 2 FUNDING Funds are available in the current Redevelopment Agency budget for this acquisition. CONCLUSION Staff recommends the Redevelopment Agency Board adopt the attached Resolution authorizing the Executive Director to execute a Purchase and Sale Agreement for the property located at 323 Miller Avenue at a price not to exceed $700,000. BY~!=u~ Marty VanDuyn , Assistant Executive Director ~ Approved BMN:MVD:NF:AS Attachment: Resolution Purchase and Sale Agreement RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE PURCHASE AND SALE AGREEMENT FOR PROPERTY LOCATED AT 323 MILLER AVENUE IN THE AMOUNT OF $700,000. WHEREAS, staff recommends that the Redevelopment Agency approve the Purchase and Sale Agreement for acquisition of the property located at 323 Miller Avenue in the amount of $700,000; NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Redevelopment Agency hereby approves the Purchase and Sale agreement for property located at 323 Miller Avenue in the anlount of $700,000; BE IT FURTHER RESO L VED that the Executive Director is hereby authorized to execute the agreement and the certificate of acceptance on behalf of the Redevelopment Agency of the City of South San Francisco. ***** I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 13~' day of December, 2006 by the following vote: AYES: NOES: ABSTAIN: ABSENT: A TrEST: City Clerk PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of , 2006, (the date upon which this Agreement was approved by Buyer's Board, and hereinafter referred to as the "Effective Date") by and between Frances M. Penna as Trustee of the Frances M. Penna 2003 Trust U/TID December 12, 2003 ("Seller") and the South San Francisco Redevelopment Agency, a public body, corporate and politic ("Buyer"). Seller and Buyer are hereinafter refelTed to as the "Parties." WHEREAS, Seller is the owner of that certain real property in San Mateo County, California, known as APN 012-312-070, located at 323 Miller Avenue in the City of South San Francisco, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"); WHEREAS, in accordance with the tenus and conditions contained herein, Buyer desires to purchase, and Seller desires to sell, the Land together with all improvements located thereon and all easements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land (all of the foregoing collectively hereinafter, the "Property"); WHEREAS, Buyer is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq., and pursuant to the authority granted thereunder, Buyer has the responsibility to cany out the Redevelopment Plan for the Downtown Central Redevelopment Project Area ("Redevelopment Plan"); WHEREAS, the Property is located in an area governed by the Redevelopment Plan, and the purchase of the Property as provided for in tlus Agreement is consistent with and furthers the goals and objectives of the Redevelopment Plan; WHEREAS, Buyer is authorized to exercise the power of eminent domain pursuant to the Redevelopment Plan and Califonua Health and Safety Code Section 33342; WHEREAS, on or about , 2006, Buyer sent to Seller a notice of Buyer's intent to appraise the Property for the purpose of initiating eminent domain proceedings to acquire fee simple title to the Property; WHEREAS, pursuant to the notice, Buyer obtained an appraisal of the Property; WHEREAS, if Seller and Buyer were not able to reach an agreement for the purchase and sale of the Property, Buyer would have initiated eminent domain proceedings to acquire title to the Property, and this purchase and sale is directly and expressly under the threat of eminent domain; and WHEREAS, Seller and Buyer have agreed to execute this Agreement In lieu of condemnation. 875563-2 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Agreement to Sell and Purchase. Seller agrees to sell and Buyer agrees to purchase the Property subject to the tenus and conditions of this Agreement. 2. Purchase Price; Eminent Domain Dismissal. The purchase price for the Property shall be Seven Hundred Thousand Dollars ($700,000) ("Purchase Price"). Seller and Buyer acknowledge that this transaction is a negotiated settlement in lieu of condemnation. Seller hereby waives any and all claims to any money on deposit in such action, and further waives all attorneys' fees, costs, disbursements, and expenses arising out of any potential known or unknown issues relating to condemnation or inverse condemnation. 3. Conveyance of Title. At the close of escrow, Seller shall convey by grant deed to Buyer marketable fee simple title to the Propeliy, free and clear of all recorded and unrecorded liens, encumbrances, assessments, leases and taxes except: (a) the provisions and effect of the Redevelopment Plan; (b) taxes for the fiscal year in which the escrow for this transaction closes, which shall be prorated as of the close of escrow and handled in accordance with Section 4986 of the California Revenue and Taxation Code; and ( c) such other conditions, liens, encumbrances, restrictions and exceptions as may be approved in writing by Buyer ("Permitted Exceptions"). 4. Escrow; Escrow Instructions. Within five (5) business days following the Effective Date, the Parties shall open an escrow to consummate the purchase and sale of the Property pursuant to this Agreement at the office of Fidelity National Title Company located at 1098 Foster City Blvd., Suite 201, Foster City, CA 94404 ("Title Company" or "Escrow Agent") or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall serve as the joint escrow instructions of Buyer and Seller for this transaction, together with such additional instructions as may be executed by the Parties and delivered to the Escrow Agent. 5. Earnest Money Deposit. Upon the opening of escrow and in no event later than fifteen (15) business days after the Effective Date, Buyer shall deposit the sum of Five Thousand Dollars ($5,000) "Earnest Money Deposit") into escrow in an interest bearing account for the benefit of Buyer. The Earnest Money Deposit, and all interest earned thereon, shall be applied to the Purchase Price at the close of escrow. All amounts deposited by the Paliies with the Escrow Agent, including the Earnest Money Deposit, shall be held in escrow in an interest-bearing account. 875563.2 2 6. Title Documents. Within thirty (30) days following the opening of escrow, Seller shall deliver or cause to be delivered to Buyer a preliminary title repOli ("Preliminary Report") on the Property issued by the Title Company, setting fOlih all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters of record affecting Seller's title to the Property, together with copies of all documents relating to exceptions listed in the Preliminary Report ("Title Exceptions") and complete and legible copies of all instruments refelTed to therein, as requested by Buyer. Buyer shall approve or disapprove each Title Exception within thirty (30) days following Buyer's receipt of the Preliminary Report. Buyer's failure to object within such period shall be deemed to be a disapproval of the Title Exceptions. If Buyer objects or is deemed to have disapproved any Title Exception, Seller shall use its best efforts at Seller's sole expense to remove from title or otherwise satisfy each such exception no later than thirty (30) days prior to the close of escrow and in a fonn that is reasonably satisfactory to Buyer. If Seller fails to remove or satisfy any Title Exception to the satisfaction of Buyer, Buyer shall have the option, in its sole discretion, to terminate this Agreement or to accept title subject to such exception. In the event Buyer elects to terminate this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. It shall be a condition to the close of escrow that Title Company shall deliver to Buyer, within thirty (30) days after Buyer has approved the Preliminary Report pursuant to this Section, and in no event later than ten (10) days prior to the close of escrow, a title cOlmnitment for an AL T A Owner's Title Insurance Policy ("Title Policy") to be issued by Title Company in the amount of the Purchase Price for the benefit and protection of Buyer, showing title to the Property vested in Buyer, subject only to the Permitted Exceptions, including such endorsements as may reasonably be requested by Buyer, and committing Title Company to issue the Title Policy to Buyer upon the close of escrow. 7. Closing Documents and Funds. (a) Seller. (A) Within thirty (30) days following the opening of escrow, Seller shall deposit into escrow all of the following: (i) a Grant Deed, substantially in the fonn attached hereto as Exhibit B ("Grant Deed"), duly executed and acknowledged, conveying to Buyer good and marketable fee simple title to the Property, subject only to exceptions approved pursuant to this Agreement, 875563-2 (ii) Seller's affidavit of non-foreign status and Seller's certification that Seller is a resident of California, each executed by Seller under penalty of perjury as required by state and federal law; and 3 (iii) Such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby. (B) Unless Seller elects to have the following charges deducted fi'om the funds to be distributed to Seller at close of escrow, no later than one (1) business day prior to close of escrow, Seller shall deposit into escrow immediately available funds in the amount necessary to pay: (i) all governmental conveyance fees and transfer taxes; (ii) all title insurance and title report costs; and (iii) one-half of all escrow fees and recording fees. (b ) Buyer. (A) Within forty-five (45) days following the opening of escrow, Buyer shall deposit into escrow all of the following: (i) a duly executed Certificate of Acceptance in the form shown in Exhibit C, as required by California Government Code Section 27281; and (ii) such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby. (B) No less than one (1) business day prior to the close of escrow, Buyer shall deposit into escrow immediately available funds in the amount, which together with the Earnest Money Deposit plus interest thereon, if any, is equal to: (i) the Purchase Price as adjusted by any prorations between the Parties; and (ii) one-half (112) of all escrow fees, and recording fees. 8. Close of Escrow. The Parties intend to close escrow within sixty (60) days following the date upon which escrow is opened, unless this Agreement is terminated pursuant to the terms hereof or extended by mutual agreement of the Parties. The Escrow Agent shall close escrow by: (i) causing the Grant Deed to be recorded in the official records of San Mateo County, California; (ii) issuing the Title Policy and delivering same to Buyer; (iii) delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller; and (iv) delivering to Buyer the original Grant Deed, together with a conformed copy thereof indicating recording information thereon. Possession of the Property shall be delivered to Buyer at the close of escrow. 875563-2 4 9. Closing Costs. Each Party shall pay one-half (112) of all escrow fees (including the costs of preparing documents and instruments) and recording fees. Seller shall pay all title insurance, title report costs and govemmental conveyance fees and all transfer taxes. 10. Prorations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes shall be prorated as of the close of escrow based upon the most recent tax bill available, including any property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that constitutes a lien on the Property at the close of escrow shall be assumed by Buyer. 11. Buyer's Conditions to Closing. The close of escrow and Buyer's obligation to purchase the Property are conditioned upon: (i) the perfonnance by Seller of each obligation to be performed by Seller under this Agreement within the applicable time period, or the waiver by Buyer of such obligation; (ii) Seller's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the close of escrow; (iii) the commitment by Title Company to issue and deliver the Title Policy, subject only to the Pennitted Exceptions; and (iv) Buyer's approval of the condition of the Property pursuant to Section 12. Should any condition to closing fail to occur, excepting any such conditions that have been waived by Buyer, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. 12. Buyer's Additional Conditions to Closing. Buyer's obligation to purchase the Property is also conditioned upon Buyer's review and approval of the condition of the Property pursuant to this Section. (a) Feasibility Studies. During the period commencing on the Effective Date and ending on the thirtieth (30th) day after the opening of escrow ("Due Diligence Period") Buyer may, at Buyer's expense, undertake an inspection and review of the Property, including without limitation (i) a review of the physical condition of the Property, including but not limited to, inspection and examination of soils, environmental factors, Hazardous Materials (as defined in Exhibit D attached hereto), and archeological infonnation relating to the Property; (ii) a review and investigation of the effect of any zoning, maps, pennits, reports, engineering data, regulations, ordinances, and laws affecting the Property, and (iii) an evaluation of the Property to determine its feasibility for Buyer's intended use. Buyer may consult with or retain civil engineers, contractors, soils and geologic engineers, architects and other specialists in its investigation, and may consult with or retain other consultants to detennine if the Propel1y is suitable for Buyer's intended use. 875563.2 5 If Buyer's environmental consultants require additional time to determine the existence and extent of any Hazardous Materials on the Property, Buyer shall have the right, exercisable by delivering written notice to Seller prior to the expiration of the Due Diligence Period, to extend the Due Diligence Period and the date for Close of Escrow for up to thirty (30) additional days to complete the testing. (b) Otber matters. During the Due Diligence Period, Buyer may inspect, examine, survey and review any other matters concerning the Property, including without limitation, any and all studies or reports provided by Seller, all contracts, leases, rental agreements and other obligations relating to the Property, and the Property's confonnity with all applicable laws and regulations. During the Due Diligence Period, Buyer shall have the right to perform due diligence regarding the investigation, assessment, and monitoring of the enviromnental condition of the Property, and upon completion of the Due Diligence Period, unless Buyer elects to terminate this Agreement pursuant to the terms hereof, Buyer will purchase the Propeliy in its "AS IS" condition as such condition exists at the end of the Due Diligence Period. (c) Disapproval of Property Condition. Should Buyer fail to approve the condition of the Propeliy or its feasibility for Buyer's intended use in writing within five (5) days following the end of the Due Diligence Period, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. 13. Studies. Reports and Investigations. Seller agrees to make available to Buyer within five (5) business days following the Effective Date, any and all information, studies, reports, investigations, contracts, leases, rental agreements and other obligations concerning or relating to the Property which are in Seller's possession or which are reasonably available to Seller, including without limitation surveys, studies, reports and investigations concerning the Property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Materials in, on or under the Property and the compliance by the Property with Enviromnental Laws (as defined in Exhibit D). 14. Rigbt of Entry. Plior to close of escrow, Buyer and Buyer's agents shall have the right, upon reasonable notice to Seller, to enter upon the Property for the purpose of inspecting, examining, surveying and reviewing the Property in accordance with Section 12. Buyer's inspection, examination, survey and review of the Property shall be at Buyer's sole expense. Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the Propeliy by Buyer or Buyer's agents, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall repair, restore and return the Property to its original condition after such physical testing, at Buyer's sole expense. Buyer shall schedule any such physical tests 875563.2 6 during normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify Seller and hold Seller hannless from and against all liability, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) resulting from Buyer's or Buyer's agents entry upon the Property, except to the extent that such liability, loss, cost, damage and expense arises as a result of the negligence or other wrongful conduct of Seller or its agents. 15. Seller's Conditions to Closing. The close of escrow and Seller's obligation to sell the Property pursuant to this Agreement are conditioned upon: (i) the performance by Buyer of each obligation to be perfonned by Buyer under this Agreement within the applicable time period, or waiver by Seller of such obligation; and (ii) Buyer's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the close of escrow. 16. Seller's Representations and Warranties. Seller hereby represents and walTants that except as disclosed in writing to Buyer, as of the Effective Date and as of the close of escrow: (i) the Property is free and has always been free of Hazardous Materials and is not and has never been in violation of any Environmental Law; (ii) there are no buried or partially buried storage tanks located on the Property; (iii) Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other fonnal or informal notice alleging that conditions on the Property are or have ever been in violation of any Environmental Law or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Materials on the Property or the potential violation of any Enviromnental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Property; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Property has never been used as a dump or landfill; (vii) Seller has disclosed to Buyer all information, records, and studies in Seller's possession or reasonably available to Seller relating to the Property concerning Hazardous Materials; (viii) Seller has not received any notice from any governmental authOlity of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Prope11y that have not previously been corrected, and no condition on the Property violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ix) no contracts, licenses, leases or cOlmnitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (x) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Seller in the Property; (xi) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (xii) Seller has not received any notice ii-om any insurer of defects of the Property which have not been corrected; (xiii) there are no natural or a11ificial conditions upon the Prope11y or any part thereof that could result in a material and adverse change in the condition of the Property; (xiv) all information that Seller has delivered to Buyer, either directly or through Seller's agents, is accurate and complete; and (xv) Seller has disclosed all material facts concerning the Property. 875563-2 7 Seller further represents and warrants that this Agreement and all other documents delivered or to be delivered in connection herewith prior to or at the close of escrow: (a) have been duly authorized, executed, and delivered by Seller; (b) are binding obligations of Seller; (c) are collectively sufficient to transfer all of Seller's right, title and interest in and to the Property; and (d) do not violate the provisions of any agreement to which Seller is a party or which affects the Property. Seller further represents and warrants that the persons who have executed this Agreement on behalf of Seller are authorized to do, that Seller has the legal right to enter into this Agreement and to perfonn all of its tenns and conditions, and that this Agreement is enforceable against Seller in accordance with its terms. Seller shall notify Buyer of any facts that would cause any of the representations contained in this Agreement to be untrue as of the close of escrow. If Buyer reasonably believes that a fact materially and adversely affects the Property, Buyer shall have the option to terminate this Agreement by delivering written notice thereof to Seller. In the event Buyer elects to telminate this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. Seller shall indemnify, defend and hold harmless Buyer from all loss, cost, liability, expense, damage or other injury, including without limitation, attorneys' fees and all other costs and expenses incurred by reason of, or in any manner resulting from the breach of any representation or warranty contained in this Section. 17. Seller's Covenants. Seller covenants that from the Effective Date and through the close of escrow, Seller: (i) shall not permit any liens, encumbrances, or easements to be placed on the Property, other than Permitted Exceptions; (ii) shall not enter into any agreement regarding the use, sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Buyer or the Property after the close of escrow without the prior written consent of Buyer; (iii) shall not permit any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv) shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the Property substantially in accordance with Seller's established practices. 18. Buver's Representations. Warranties and Covenants. Buyer represents, warrants and covenants that this Agreement and all other documents delivered in connection herewith, prior to or at the close of escrow: (i) have been duly authorized, executed, and delivered by Buyer; (ii) are binding obligations of Buyer; and (iii) do not violate the provisions of any agreement to which Buyer is a party. Buyer further represents and warrants that the persons who have executed this Agreement on behalf of Buyer have are duly authorized to do, that Buyer has the legal right to enter into this Agreement and to perfonn all of its tenns and conditions, and that Agreement is enforceable against Buyer in accordance with its tenns. 875563-2 8 19. Environmental Indemnity. Seller agrees to unconditionally and fully indemnify, reimburse, defend, protect and hold harmless Buyer and the City of South San Francisco, California from and against any and all claims, demands, damages, losses, liabilities, fines, orders, judgments, actions, injunctive or other relief (whether or not based on personal injury, property damage, contamination of, or adverse effects upon, the enviromnent or natural resources), costs, economic or other loss, expenses (including without limitation attorneys' fees and any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement and/or remediation of Hazardous Materials in, on or under the Property), and/or administrative, enforcement or judicial proceedings, whether known or unknown, and which are directly or indirectly, in whole or in part, caused by, arise out of, or relate to the presence, release or discharge or alleged presence, release or discharge of any Hazardous Materials in, on or under the Property prior to the Closing Date, or a violation or alleged violation of an Environmental Law plior to the Closing Date. 20. Damage and Destruction. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire or other casualty prior to the close of escrow in an amount not exceeding $50,000, Buyer shall not be entitled to tenninate this Agreement, but shall be obligated to close the escrow and purchase the Property as provided in this Agreement, without abatement in the Purchase Price, provided that Seller shall: (i) assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy or policies covering the danlage or loss. In the event of damage or destruction of the Property or any portion thereof prior to the close of escrow in an anlount in excess of $50,000, Buyer may elect either to terminate this Agreement upon written notice to Seller, or to consummate the purchase of the Property, in which case Seller shall (i) assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In the event Buyer elects to terminate this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall tenninate. 21. Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate cOlmnission, brokerage fee, finder's fee, or other compensation with respect to the transaction contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The tenTIS of this Section shall survive the expiration or earlier tennination of this Agreement. 22. Assignment. Buyer shall have the right to assign all lights and obligations under this Agreement to any party and no approval of any such assignment shall be necessary. 23. Notices. Except as otherwise specified in this Agreement, all notices to be sent 875563.2 9 pursuant to this Agreement shall be made in writing, and sent to the Paliies at their respective 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 cOUlier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confinned 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 ifit is received after 5:00 p.m. recipient's time or on a nonbusiness day. Buyer: South San Francisco Redevelopment Agency City Hall, 400 Grand A venue South San Francisco, CA 94083 Attention: Executive Director Telephone: (650) 829-6620 Facsimile: (650) 829-6623 with a copy to: Meyers, Nave, Riback, Silver & Wilson 555 12th Street, Suite 1500 Oakland, CA 94607 Attention: Steven T. Mattas, Agency Counsel Seller: Frances M. Penna 2003 Trust U/T/D December 12, 2003 c/o Frances M. Penna, Trustee 232 Jamie Ct. South San Francisco, CA 94080 24. Litieation Costs. If any legal action or any other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged breach or default in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which such Party may be entitled. 875563-2 10 25. Waivers: Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties. 26. Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the Parties. 27. Provisions Not Merged With Deeds. None of the provisions, terms, representations, walTanties and covenants of this Agreement are intended to or shall be merged by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the provisions, tenns, representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, Seller's representations, warranties and covenants contained herein shall survive the close of escrow. 28. Construction. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as ifboth Parties had prepared it. 29. Action or Approval. Where action and/or approval by Buyer is required under this Agreement, Buyer's Executive Director may act on and/or approve such matter unless the Executive Director determines in his or her discretion that such action or approval requires referral to Buyer's Board for consideration. The time periods afforded Buyer for any event, inspection, feasibility, due diligence, escrow closing or otherwise shall not be extended by any such refen"al to Buyer's Board. 30. Entire Agreement. This Agreement, including Exhibits A to C attached hereto and incorporated herein by this reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter thereto. 31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 32. Severability. If any term, provision, or condition of this Agreement is held by a COlli of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall 875563-2 11 continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 33. No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 34. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 35. Non-Liability of Officials. Employees and Agents. No member, official, employee or agent of Buyer shall be personally liable to Seller or its successors in interest in the event of any default or breach by Buyer or for any amount which may become due to Seller or its successors in interest pursuant to this Agreement. 36. Time of the Essence. Time is of the essence for each condition, tenn, obligation and provision of this Agreement. 37. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 38. Time for Performance. When the time for perfOlmance of any obligation under this Agreement is to be measured from another event, such time period shall include the day of the other event. If the day of the time for perfonnance is not a regular business day, then the time for such performance shall be by the regular business day following such day. [Remainder of Page Intentionally Left Blank] 875563-2 12 IN WITNESS WHEREOF, the Parties have executed this Agreement as ofthe date first written above. BUYER: SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY By: Barry M. Nagel, Executive Director ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel SELLER: By: Frances M. Penna, Trustee The Frances M. Penna 2003 Trust U/T/D December 12,2003 875563-2 13 Exhibit A LEGAL DESCRIPTION 875563.2 14 Exhibit B Recording Requested by and when Recorded, return to: CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY P.O. Box 711 South San Francisco, CA 94083 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE 996103, 27383 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, Frances M. Penna as Trustee of the Frances M. Penna 2003 Trust U/T/D December 12,2003 ("Grantor") hereby grants to the City of South San Francisco Redevelopment Agency, a public body, corporate and politic ("Grantee") all that real property located in the City of South San Francisco, County of San Mateo, State of California descIibed in Exhibit A attached hereto and incorporated herein. IN WITNESS WHEREOF, Grantors each have executed this Grant Deed as of ,2007. GRANTOR Frances M. Penna, Trustee The Frances M. Penna 2003 Trust U/T/D December 12,2003 875563.2 15 EXHIBIT A (Attach legal description.) 875563-2 16 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated , 2007, executed by Frances M. Penna as Trustee of the Frances M. Penna 2003 Trust U/T/D December 12,2003 to the City of South San Francisco Redevelopment Agency, a public body, corporate and politic ("Agency"), is hereby accepted on behalf of the Agency by its Executive Director pursuant to authority confelTed by Resolution No. _, adopted by the Agency on , 2006, and that the Grantee consents to recordation of the Grant Deed by its duly authorized officer. Dated ,2007 By: Executive Director Print Name: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel 875563-2 17 ACKNOWLEDGMENT State of California ) ) ss. County of San Mateo ) On 20 before me, , a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscIibed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authoIized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 875563-2 18 ACKNOWLEDGMENT State of California ) ) ss. County of Sonoma ) On 20 before me, , a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or tlle entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 875563-2 19 Exhibit C HAZARDOUS MATERIALS; ENVIRONMENTAL LAW "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state or local govemmental authority, agency or governmental body, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified as hazardous to human health or the enviromnent in or pursuant to, the Toxic Substances Control Act [15 D.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or any Enviromnental Law; (v) any material determined to be hazardous based on deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity or toxicity; or (vi) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local enviromnentallaw, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. "Enviromnental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the enviromnent, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal oftoxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, ground waters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Enviromnental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 D.S.C. Section 1251], the Clean Air Act [42 U.S.c. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and 875563-2 20 Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder. 875563.2 21 - ;\\'t\\ s~ . ~ - ~~\ o n (>- - tp ~ v 0 C'4lIF01l-~\~ Redevelopment Agency Staff Report RDAAGENDAITEM#4 DATE: December 13, 2006 TO: Redevelopment Agency Board FROM: Jim Steele, Financial Officer SUBJECT: PLANNING AND ADMINISTRATIVE EXPENSE RESOLUTIONS FOR THE LOW AND MODERATE INCOME HOUSING FUND RECOMMENDATION: It is recommended that the Board adopt a resolution determining that 2005-06 and 2006-07 planning and administrative expenses in the Low and Moderate Income Housing Fund (Housing Fund) are necessary for the production, improvement, or preservation oflow and moderate income housing in South San Francisco. BACKGROUNDIDISCUSSION: The Housing Fund obtains funding through the transfer of 20% of the proceeds of property tax increment from each of the Redevelopment Project areas, as required by State Redevelopment Law. The Health and Safety Code Section 33334.3(d) states that it is the intent of the State Legislature that Housing Funds be used to the fullest extent possible toward the production, improvement, or preservation of affordable housing, with planning and administrative expenditures kept at reasonable levels. As a part of the annual audit process, our external auditors stated that the referenced Code Section requires redevelopment agencies to prepare a written determination annually stating that planning and administrative expenses incurred in their Housing Fund are necessary for the production, improvement, or preservation of affordable housing. For the 2005-06 year, a total of $320,535 was spent for planning and administrative expenses in the Housing Fund. These costs included staffing the Housing program, City administrative costs, and office supplies, materials, and services, all of which were necessary for the production, improvement, or preservation of low and moderate-income housing. At 4.8% of the overall Housing Fund budget, staff believes these expenses are not disproportionate to the direct costs for providing affordable housing. For the 2006-07 year, a total of $651,784 has been budgeted for planning and administrative expenses in the Housing Fund. These costs include staffing the Housing program, City administrative costs, and office supplies, materials, and services, all of which are necessary for the production, improvement, or preservation of affordable housing. At 6.0% of the overall Housing Fund budget, staff believes these expenses are not disproportionate to the direct costs To: Redevelopment Agency Board Re: Planning and Administrative Expense Resolution for the Low & Moderate Income Housing Fund Date: December 13,2006 Page: 2 for providing affordable housing. In the future, staff will include language from the attached resolution in the annual budget resolution brought to the City Council for approval. FISCAL IMPACT: There is no fiscal impact from the actions in this staff report. CONCLUSION: The Housing Fund spends a reasonable amount on planning and administrative expenses, and approval of the attached resolution will maintain the Housing Fund in compliance with State Code requirements. BY:~ Ji ! teele Firilance Officer Approved ATTACHMENT: Resolution J81BN:ed RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION DETERMINING THAT PLANNING AND ADMINISTRATIVE EXPENSES FOR FISCAL YEARS 2005-06 AND 2006-07 ARE NECESSARY FOR THE PRODUCTION, IMPROVEMENT, OR PRESERVATION OF LOW AND MODERATE INCOME HOUSING PURSUANT TO SECTION 33334.3 OF THE CALIFORNIA HEALTH AND SAFETY CODE WHEREAS, Section 33334.3(d) of the California Health and Safety Code (the Code) states that moneys in the Redevelopment Agency's Low and Moderate Income Housing Fund (the Housing Fund) shall be used to increase, improve, and preserve the supply of low and moderate income housing within the territorial jurisdiction of the Redevelopment Agency (the Agency); and WHEREAS, the Code further states that it is the intent of the California Legislature that the Housing Funds of California Redevelopment Agencies be used to the maximum extent possible to defray the costs of production, improvement, and preservation of low and moderate income housing; and WHEREAS, the Code further states that the amount of money spent for planning and general administrative expenses within each Housing Fund should not be disproportionate to the amount actually spent for the costs of production, improvement, or preservation of housing; and WHEREAS, the Code further states that the Agency shall determine annually that the planning and administrative expenses incurred in the Housing Fund are necessary for the production, improvement, or preservation of low and moderate income housing; and WHEREAS, the Agency has determined that the amount spent in 2005-06 for planning and administrative expenses in the Housing Fund were necessary for the production, improvement, or preservation of low and moderate income housing and are not disproportionate to the direct costs spent on the production, improvement of preservation of such housing in the overall Housing Fund budget; and V/HEREAS, the Agency has determined that the amount budgeted in 2006-07 for planning and administrative expenses in the Housing Fund are necessary for the production, improvement, or preservation of low and moderate income housing, and are not disproportionate to the direct costs budgeted for the production, improvement of preservation of such housing in the overall Housing Fund budget. NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Agency Board of the City of South San Francisco hereby finds that the planning and administrative expenses for fiscal years 2005-06 and 2006-07 are necessary for the production, improvement, or preservation of low and moderate income housing, pursuant to Section 33334.3 of the California Health and Safety Code. * * * * * I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency 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\\ ~ Ii ~ . ~~\ o ('> >- c;; ~ g C"4.lIF01l-~\~ DATE: TO: FROM: SUBJECT: Redevelopment Agency Staff Report RDAAGENDAITEM#5a December 13,2006 Redevelopment Agency Board Assistant Executive Director BRITANNIA OYSTER POINT I RETAIL AMENITIES BUILDING - PRECISE PLAN FOR A SINGLE -STORY, 9,980 SQUARE FOOT RETAIL BUILDING AT 1160 VETERANS BOULEVARD IN PLANNING AREA 2 OF THE BAY WEST COVE SPECIFIC PLAN DISTRICT IN ACCORDANCE WITH SOUTH SAN FRANCISCO MUNICIPAL CODE SECTION 20.61.085. Applicant: Case No.: Slough BTC, LLC P06-00 13: PP06-000 1 RECOMMENDATION: It is recommended that the Redevelopment Agency approve Precise Plan PP06-0001 based on the attached findings and subject to the attached Conditions of Approval. BACKGROUND/DISCUSSION: In 2000, the Redevelopment Agency approved a Specific Plan for the entire 42-acre area, previously known as Bay West Cove. Bay West Cove Planning Area 2, the 19.2 acre site located along the east side of V eterans Boulevard, now known as Britannia Oyster Point I, included an overall development plan consisting of six office/R&D buildings totaling 564,000 sf, a six-level parking garage, 10,000 sf of restaur anti retail space and a child care facility. Presently, five of the six R&D buildings and the parking garage are complete, and the sixth R&D building is under construction. The sixth building (Building E) was initially approved with a single story, approximately 5,000 sf retail appendage which extended into the central spine area of the campus (see attached site plan excerpt). The current application proposes to delete that appendage and instead combine this square footage with the planned 5,000 sf restaurant to create a single 9,980 sfretail amenities building along the bayfront. The proposed amenities building is to be located just to the east of 1170-1180 Veterans Blvd. (Rigel), directly adjacent to the Bay Trail improvements. The facility is intended primarily to serve the needs of employees in the business park, although it is hoped that the cafe/restaurant would draw from a wider area. The building is to be constructed primarily of cement plaster walls with large areas of glass storefront. The design also utilizes metal accent columns and canopies. The restaurant portion of the building is oriented to take best advantage of the bay views, while the retail spaces front onto an open landscaped plaza area, oriented inward toward the campus. Redevelopment Agency Staff Report RE: BOPI Retail Amenities Building (P06-0013) Page 2 of3 Design Review The Design Review Board considered the proposed project at its October and November meetings. While the Board had some initial concerns at the October meeting, the applicant revised the plans to address their issues. At the November meeting, the Board had only the following minor concerns with the landscape plan which have been incorporated into the proposed Conditions of Approval: . Install curbs around the trees in front of the building.. . Plant Dedonaea visco sa 'Purpurea' - Purple Hopseed Bush, in the view line between the trail and the trash enclosure. Zoning Consistency Convenience retail and restaurants are permitted uses in Planning Area 2 of the Bay West Cove Specific Plan District per SSFMC Section 20.61.035. In addition, the proposed project meets or exceeds all minimum development standards of the zone district. General Plan/Redevelopment Plan The General Plan designates the Bay West Cove area as Business Commercial, a category encompassing business and professional offices, visitor services, retail and related services. The proposed retail amenities building is consistent with this designation. In addition, the use is consistent with General Plan Policy 3.5-1-8 which encourages the development of employee-serving amenities such as restaurants, cafes and support commercial establishments either as stand alone facilities or incorporated into technology parks throughout the East of 101 area. The proposed project is also consistent with the provisions of the Shearwater Redevelopment Plan and with the Owner Participation Agreement (OP A) between Slough and the City approved as part of the original entitlements. Among the stated goals of the Redevelopment Plan is to expand commercial and recreational opportunities for visitors and employees of the area, particularly maximizing the potential offered by the waterfront. In addition, 10,000 sf of restaurant and retail use is specifically provided for in the OP A. Environmental Analysis The potential impacts of this project have been adequately analyzed in the Bay West Cove Supplemental EIR approved by the Redevelopment Agency and City Council in 2000. The applicant will be required to comply with all applicable mitigation measures identified in the SEIR. Redevelopment Agency Staff Report RE: BOPI Retail Amenities Building (P06-0013) Page 3 of3 CONCLUSION: The proposed project is consistent with all related planning documents including the Bay West Cove Specific Plan District requirements, the City's General Plan and East of 101 Area Plan, the Bay West Cove Redevelopment Plan and the Owner Participation Agreement (OP A). Therefore, staff recommends that the Redevelopment Agency approve the subject Precise Plan based on the attached findings and subject to the attached Conditions of Approval. By: proved: Marty VanDuyn, Assist Director A TT ACHMENTS: Proposed Findings of Approval Proposed Conditions of Approval Site Plan excerpt Plans PROPOSED FINDINGS OF APPROV AL P06-00 13 (As recommended to the Redevelopment Agency on December 13,2006) As required by the Bay West Cove Specific Plan Administration and Implementation Procedures (SSFMC Chapter 20.61.085), the following fmdings are made in support of a Precise Plan to approve a 9.980 sfretail amenities building at 1160 Veterans Boulevard in the Bay West Cove Specific Plan Zone District, based on public testimony and the materials submitted to the City of South San Francisco Redevelopment Agency which include, but are not limited to: site plan, floor plan, landscape plan and building elevation dated 10/27/06, prepared by DES Architects; minutes of the October and November 2006 Design Review Board meetings; Redevelopment Agency staff report dated December 13,2006; and testimony received at the Redevelopment Agency meeting of December 13,2006. 1. The proposed project is consistent with the City's General Plan, and specifically with the Policy 3.5-1-8 which encourages the development of employee-serving amenities such as restaurants, cafes and support commercial establishments either as stand alone facilities or incorporated into technology parks throughout the East of 101 area. 2. The proposed project complies with the requirements of the Bay West Cove Specific Plan Zone District, which provides for 10,000 sf of support restaurant/retail use on the site, and does not conflict with any provision of the Owner Participation Agreement between the City and Slough Estates. All development standards will be met or exceeded. 3. The Design Review Board considered the project at its November 2006 meeting and found the design to be consistent with the City's Design Review Guidelines. 4. The proposed project will not be adverse to the public health, safety, or general welfare of the community, nor detrimental to surrounding properties or improvements. 5. The potential impacts of this project have been adequately analyzed in the Bay West Cove Supplemental EIR. The applicant will be required to comply with all applicable mitigation measures identified in the SEIR. - 1- PROPOSED CONDITIONS OF APPROV AL P06-00 13 (December 13,2006 Redevelopment Agency Meeting) A. Planning Division requirements shall be as follow: 1. The project shall be constructed substantially as indicated on the attached site plan, floor plan, landscape plan, and building elevations dated 10/27/06, prepared by DES Architects, except as otherwise modified by the following conditions: 2. Final landscape plans shall incorporate the following: a. Install curbs around the trees in front of the building.. b. Plant Dedonaea viscosa 'Purpurea' - Purple Hopseed Bush, in the view line between the trail and the trash enclosure. 3. All rooftop mechanical equipment shall be screened from view to the satisfaction of the Chief Planner. 4. No signs are included in the subject application. Signs shall require a separate permit. 5. Prior to issuance of a building permit the applicant shall work with staffto develop a parking plan (location and signage) to ensure adequate convenient parking is available for the amenities building. 6. Tenants shall be limited to uses characterized by the Chief Planner as supportive of the TDM program. Specialty services such as retail dry cleaner outlets, florists, minor financial outlets (ex. ATMs), delicatessens, medical and/or dental offices (not to exceed 20% of retail space), restaurants, sundry shops, office supply stores, boutiques and similar uses are generally permitted support uses. Significant deviations from these types of retail uses, as determined by the Chief Planner, may not be permitted or may require additional review by the Redevelopment Agency. 7. The applicant shall comply with all Standard Conditions of Approval. (Planning Division contact: Susy Kalkin (650) 877-8535) B. Engineering Division requirements shall he as follow: 1. STANDARD CONDITIONS The applicant shall comply with all of the applicable conditions of approval detailed in the Engineering Division's "Standard Conditions for Commercial and Industrial Developments", contained in our "Standard Development Conditions" booklet dated January 1998. A copy of this booklet is available at our Engineering n;";sion office at no charge to the applicant. -2- Proposed Conditions of Approval December 13,2006 RE: BOPI Retail Amenities Bldg. Page 2 of 8 2. SPECIAL CONDITIONS a. The Building Permit site plans shall clearly show all existing and proposed improvements, lot boundaries, easements, utilities, and existing contours and drainage patterns within the subject property. b. The utility plan for the new development shall show the existing and proposed utilities and their point of connections to the existing utilities. Proper clearance should be provided from existing utilities to new structures/foundations. All utilities in conflict with the proposed building shall be relocated at the developer's expense. c. All public utilities easements shall remain clear of any permanent structures. d. The site drainage shall be filtered of pollutants via one or more approved stormwater Best Management Practice measures along with mechanical devices installed within the project site and permanently maintained by the applicant. e. During the construction of this building, compaction reports shall be submitted to the Engineering Division for review and approval. 3. FEES The applicant shall pay the City of South San Francisco the following fees for a 9,982 GSF restaurant/retail building, prior to the issuance of the Building Permit for the proposed development: Oyster Point Overpass Fee $26,328.86 9,982 gsfGeneral Office Building Use @ 12.30 trips per 1,000 gsf= 122.78 veh. trips Contribution Calculation: 122.78 X $154 X (9123.64/6552.16) = $26,328.86 (The Oyster Point Overpass Fee is computed based on the Nov. 2006 San Francisco Construction Cost Index (CCI). The fee shall be re-calculated to reflect the most current CCI upon payment.) East of 101 Traffic Impact Fee $21,062.02 9,982 gsfGeneral Office Building use @ $2.11 per each square foot = $21,062.02 East of 101 Sanitary Sewer Impact Fee - $12,737.03 0.4 gallons per square foot X $3.19 per gallon X 9,982 gsf= $12,737.03 Note: Although the project consists ofretai}l~3~'lurant spaces, Developer entered into an Owner Proposed Conditions of Approval December 13,2006 RE: BOPI Retail Amenities Bldg. Page 3 of 8 Participation Agreement (Document #2001-022134 dated 2/22/2001 San Mateo County Recorders Records) states on Page 7, "Agency and Participant agree that the 10,000 square feet of retail/restaurant referenced in Section 2.2 will be treated as "General Office Building." [Engineering Division contact: Sam Bautista (650) 829-6652] C. Police Department requirements shall he as follow: 1. Municipal Code Compliance The applicant shall comply with the provisions of Chapter 15.48 of the Municipal Code, "Minimum Building Security Standards" Ordinance revised May 1995. The Police Department reserves the right to make additional security and safety conditions, if necessary, upon receipt of detailed/revised building plans. 2. Building Security a. Doors 1) The jamb on all aluminum frame-swinging doors shall be so constructed or protected to withstand 1600 lbs. of pressure in both a vertical distance of three (3) inches and a horizontal distance of one (1) inch each side of the strike. 2) Glass doors shall be secured with a deadbolt lock! with minimum throw of one (1) inch. The outside ring should be free moving and case hardened. 3) Employee/pedestrian doors shall be of solid core wood or hollow sheet metal with a minimum thickness of 1-3/4 inches and shall be secured by a deadbolt lock! with minimum throw of one (1) inch. Locking hardware shall be installed so that both deadbolt and deadlocking latch can be retracted by a single action of the inside knob, handle, or turn piece. 4) Outside hinges on all exterior doors shall be provided with non-removable pins when pin-type hinges are used or shall be provided with hinge studs, to prevent removal of 1 The locks shall be so constructed that both the deadbolt and deadlocking latch can be retracted by a single action of the inside door knob/lever/tumpiece. A double-cylinder deadbolt lock or a single-cylinder deadbolt lock without a tumpiece may be used in "Group B" occupancies as defined by the Uniform Building Code. \-Vhen used, there must be a readily visible durable sign on or adjacent to the door stating "TIlis door to remain unlocked during business hours", employing letters not less than one inch high on a contrasting backgrowld. TIle locking device must be of type that will be readily distinguishable as locked, and its use may be revoked by the Building Officia' _- 4 _'ue cause. Proposed Conditions of Approval December 13,2006 RE: BOPI Retail Amenities Bldg. Page 4 of8 the door. 5) Doors with glass panels and doors with glass panels adjacent to the doorframe shall be secured with burglary-resistant glazing2 or the equivalent, if double-cylinder deadbolt locks are not installed. 6) Doors with panic bars will have vertical rod panic hardware with top and bottom latch bolts. No secondary locks should be installed on panic-equipped doors, and no exterior surface-mounted hardware should be used. A 2" wide and 6" long steel astragal shall be installed on the door exterior to protect the latch. No surface-mounted exterior hardware need be used on panic-equipped doors. 7) On pairs of doors, the active leaf shall be secured with the type of lock required for single doors in this section. The inactive leaf shall be equipped with automatic flush extension bolts protected by hardened material with a minimum throw of three-fourths inch at head and foot and shall have no doorknob or surface-mounted hardware. Multiple point locks, cylinder activated from the active leaf and satisfying the requirements, may be used instead of flush bolts. 1) Any single or pair of doors requiring locking at the bottom or top rail shall have locks with a minimum of one throw bolt at both the top and bottom rails. b. Windows 1) Louvered windows shall not be used as they pose a significant security problem. 2) Accessible rear and side windows not viewable from the street shall consist of rated burglary resistant glazing or its equivalent. Such windows that are capable of being opened shall be secured on the inside with a locking device capable of withstanding a force of two hundred- (200) lbs. applied in any direction. 3) Secondary locking devices are recommended on all accessible windows that open. c. Roof Openings 1) All glass skylights on the roof of any building shall be provided with: 1. Rated burglary-resistant glass or glass-like acrylic material? or: 11. Iron bars of at least 1/2" round or one by one-fourth inch flat steel material 25/16" security laminate, 1/4" polycarbonate, or approved security film treatment, minimum. -5- Proposed Conditions of Approval December 13,2006 RE: BOPI Retail Amenities Bldg. Page 5 of8 spaced no more than five inches apart under the skylight and securely fastened. or; 111. A steel grill of at least 1/8" material or two inch mesh under skylight and securely fastened. 2) All hatchway openings on the roof of any building shall be secured as follows: 1. If the hatchway is of wooden material, it shall be covered on the outside with at least 16 gauge sheet steel or its equivalent attached with screws. 11. The hatchway shall be secured from the inside with a slide bar or slide bolts. The use of crossbar or padlock must be approved by the Fire Marshal. 111. Outside hinges on all hatchway openings shall be provided with non- removable pins when using pin-type hinges. 3) All air duct or air vent openings exceeding 8" x 12" on the roof or exterior walls of any building shall be secured by covering the same with either of the following: 1. Iron bars of at least 1/2" round or one by one-fourth inch flat steel material, spaced no more than five inches apart and securely fastened. or: 11. A steel grill of at least 1/8" material or two inch mesh and securely fastened and 111. If the barrier is on the outside, it shall be secured with galvanized rounded head flush bolts of at least 3/8" diameter on the outside. d. Lighting 1) All exterior doors shall be provided with their own light source and shall be adequately illuminated at all hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for persons exiting the building. 2) The premises, while closed for business after dark, must be sufficiently lighted by use of interior night-lights. 3) Exterior door, perimeter, parking area, and canopy lights shall be controlled by photocell and shall be left on during hours of darkness or diminished lighting. e. Numbering of Buildings 1) The address number of every COIr'mPTcial building shall be illuminated during the - 6- Proposed Conditions of Approval December 13,2006 RE: BOPI Retail Amenities Bldg. Page 6 of8 hours of darkness so that it shall be easily visible from the street. The numerals in these numbers shall be no less than four to six inches in height and of a color contrasting with the background. 2) In addition, any business, which affords vehicular access to the rear through any driveway, alleyway, or parking lot, shall also display the same numbers on the rear of the building. f. Alarms 1) The business shall be equipped with at least a central station silent intrusion alarm system. NOTE: To avoid delays in occupancy, alarm installation steps should be taken well in advance of the final inspection. g. Traffic, Parking, and Site Plan 1) Handicapped parking spaces shall be clearly marked and properly sign posted. NOTE: For additional details, contact the Traffic Bureau Sergeant at (650) 829-934. h. Security Camera System Building entrance, lobby and garage areas must be monitored by a closed circuit television camera system. Recordings must be maintained for a period of no less than 30 days. These cameras will be part of a digital surveillance system, which will be monitored on-site and accessible on the World Wide Web. This system must be of adequate resolution and color rendition to readily identify any person or vehicle in the event a crime is committed, anywhere on the premises. 1. Misc. Security Measures Commercial establishments having one hundred dollars or more in cash on the premises after closing hours shall lock such money in an approved type money safe with a minimum rating ofTL-15. Police Department contact, Sgt. E. Alan Normandy (650) 877-8927 -7 - Proposed Conditions of Approval December 13,2006 RE: BOPI Retail Amenities Bldg. Page 7 of 8 D. Water Quality Control Department requirements shall be as follow: 1. A plan showing the location of all storm drains and sanitary sewers must be submitted. 2. The on site catch basins are to be stenciled with the approved San Mateo Countywide Stormwater Logo. 3. Storm water pollution preventions devices are to be installed. A combination of landscape based controls (e.g., vegetated swales, bioretention areas, planter/tree boxes, and ponds) and manufactured controls (vault based separators, vault based media filters, and other removal devices) are preferred. Existing catch basins are to be retrofitted with catch basin inserts or equivalent. These devices must be shown on the plans prior to the issuance of a permit. Incorporate the following: . vegetated/grass swale along perimeter . catch basin runoff directed to infiltration area CDS or Stormceptor units alone are not acceptable they must be part of a treatment train. One of the following must be used in series with each CDS or Stormceptor unit: swales, detention basins, media (sand) filters, bioretention areas, or vegetated buffer strips 4. The applicant must submit a signed maintenance schedule for the stormwater pollution prevention devices installed. Each maintenance agreement will require the inclusion of the following exhibits: a. A letter-sized reduced-scale site plan that shows the locations of the treatment measures that will be subject to the agreement. b. A legal description of the property. c. A maintenance plan, including specific long-term maintenance tasks and a schedule. It is recommended that each property owner be required to develop its own maintenance plan, subject to the municipality's approval. Resources that may assist property owners in developing their maintenance plans include: 1) The operation manual for any proprietary system purchased by the property owner. 5. Applicant must complete the NPDES Permit Impervious Surface Data Collection Worksheet prior to issuance of a permit and return to the Environmental Compliance Coordinator at the WQCP. 6. Roof condensate must be routed to sanitary sewer. This must be shown on plans prior to issuance of a permit. 7. Trash handling area must be covered, enclosed and any run-on must drain to the sanitary sewer. This must be shown on the plans prior to issuance of a permit. -8- Proposed Conditions of Approval December 13, 2006 RE: BOPI Retail Amenities Bldg. Page 8 of 8 8. Fire sprinkler system test/drainage valve must be plumbed into the sanitary sewer system. This must be shown on the plans prior to issuance of a permit. 9. Plans must include location of concrete wash out area and location of entrance/outlet of tire wash. 10. A grading and drainage plan must be submitted. 11. An erosion and sediment control plan must be submitted. 12. A grease interceptor must be is shown on the plans. All mop sinks, floor drains, and wash sinks must be tied to the interceptor. Sizing of the interceptor must be in accordance with the uniform plumbing code. This must be shown on the plans prior to the issuance of a permit. 13. 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POTENTIAl LOCATION OF RESTROOMS STOREFRONT BELOW CEMENT PlASTER WAll. , \:;l A lr-2~ B / / 6'-0. c -IJ-_- I- I I UHE OF METAl CLAD CURVED AWNING ABOVE UETAL PANEL CLAD WlNGWALL, TYP. PAINT FINISH CEMENT PLASTER POTENTIAL lOCATION OF CORRIDOR PAINT FINISH CEMENT PLASTER WALL AT ROOF SCREEN ABOVE SEGMENTED STOREFRONT BELOW CURVED CEMENT PlASTER WALL BRITANNIA OYSTER POINT 1 AMENITIES BUILDING Oyster Point Blvd., South San Francisco, California I!:. sloughestates II international Project Number: 9647.01 1.27.2006 0.02.2006 0.27.2006 ROOF PLAN cg;2006 Jt: SCALE: 3/32"=1'-0" . , 1:< y---' METAL CLAD - CANOPY BELOW , N ~ 0 ., METAL CLAD WINGWALLS- ----.1;> FOR SIGNAGE ~I~ STOREfRONT BELOW ~ ~ CEMENT PlASTER - "i' ~ I ) I -I I ~-~-I--~-~H___ I I A) ~- (c 17'-2" 36'-0. - - ~ - ~ ...., -- -- MECHANICAL / EQUIPMENT '-0. ;3'-10" ~I~--- I I o STOREFRONT BELOW METAL CLAD CURVED AWNING CURVED CEMENT PLASTER ROOF SCREEN .- , -STANDING SEAM METAl ROOF OVER TRASH ENCLOSURE , CEMENT PLASTER WAU -- ROUND METAL CLAD COLUMN COVER Blvd., I!:. sloughestates lB internatIonal Project Number: 9647.01 BRITANNIA OYSTER POINT Oyster Point South San Francisco, California 1 AMENITIES BUILDING ELEVATIONS & SECTION 1.27.2006 10.02.2006 10.27.2006 ::g) 2006 SCALE: 3/32-=1'.0. / ,. 5. BUILDING SECTION fiRST FLOOR 0'-0' --- TOF OF AWNING +2J'-O' !9f~~I~~QC~c~E?N :!~~~:.o:~~~:::~ .r~~_Q~_!'IJ~g~~L.= 17~:Ln____~__ ~+l~O____ f f f I f 4. WEST ELEVATION FIRST FLOOR 0'-0' -op OF AWNING +23'-0' ~Qe:pIEQQf: S~~EE~:~}I~R~:::: .!~..r:_QE_~~~~Alh..+ !?~:?:hnh_n ..!QE...QUTO.EfFRONT+15'/u-- 3. EAST ELEVATION lOO' TOP OF AWNING +23'-0' ~S~EE~ TOP OF WINGWAL!::..t~ -!Q~~Pf.._~q~~F159!!1_!!E:"-- 2. NORTH ELEVATION I 'L-METALl"'lAn wtlGWAU. Fa. SlGN.I>.<lE LSTllREFORNT, TYP. '-0' lETA!.ClAD wtlGWAlL iI.lET.&J..CI.AO CURVED AWNING. ~ (2) T r-~~CEWENT r1lr1 """'" TYP. W 1: IRST TOP OF AWNING +23'-0' ~SCiEE~ TOP OF WlNGWALL+~ _Iq~_.9L~T~~;F~g!4.Lt!~::?""-- META!. ClADIIlNGWAll - ""''''''"'"''"- 1. FlOOR 0'-0. SOUTH ELEVATION 1-l4ETA!.ClADCUJMD AWN"" IRST TOP OF AWNING + 2.3' -0' TOP or ROOF SCE.f:EN +21'-0' ~.4.L~-~ TOP O( STOBfFRONT + 12'-6" LOOR 0'_08 o @ ! LSTOIlEfllONT''''''. SHRUBS CAt. SIR Calamagrostis x acutifloro 'Stricto' MIS SIN I.lisconthus sinesens 'Purpurescens' PEN RUB Pennisetum setac:eum 'Rubrum' CAR MOR Corell' morrowi expoNida 'Goldbond' PHO TEN Phormium tenax 'Purpureum' APT COR Aptenio cordifolia PLANT LIST: Alias Scienlilic Name TREES pop Nrc Populus nigra '/ta/ica' PLA ACE Platanus acerifolia 'Columbia' Oyster Point Blvd., I r.:. sloughestates III International Project Number. 9647.01 BRITANNIA OYSTER POINT South San Francisco, California Feather Reed Cross Purple Silver Gross Purple leaved Founloin Sedge New Zealand F1az Aptenio Common Name Lombardy Poplar London Plone Tret!. Sycamore c..", l-Go! l-GoJ l-Gor I-Gal l-Gat l-GoI Planting Size J6"-Box 24- Bo. LANDSCAPE PLAN 10.27.2006 1 i / DES ARCHITECTS ~ (E) BUILDING 0 NORTH ~ ~ ill '" 32' ;4' SCALE: 1/16" = 1'-0" - @2006 WI L5 EV_= HAM_ D<liIINIEI!:IIING . Pl..AN"'Na . IIUllvnrNCI .....-rAGEIWKOIIM:.SUTEICO ~alY.CI.~ FIIX~~ SITE BOUNDARY PLAN 0.27.06 8 fr'l.,~ DES ARCHITECTS - EC\GINEEI~S Oyster Point ,:>7f;<fA'\.~ /~f<~ \ / '> "- At' \) <f ,,<,'<'\ I~I' ~...-ve. ;" ~ :P\. "- , {) //.. \ .,..;....\ BRITANNIA OYSTER POINT / / / / / / -, <" /_~~- " .. """" """:: / ) /~ ] / // ------ ^~ '~- ""'" -""",,, ~""v' _ __ _ __ , ...'" ./' ."- ~ / -----------7--:- ---l '/'/.cP ..-"'/ / -- -- . --- / ./..., . .- / , --. '/. / / -- / ',- ,'... .t!>',." ~ / - '/" / ~~./ / / -- I / / .< <.,~//# PROPERTY UNE~ / _ / . / . .,y.. ~ ;' ""~'." .__ ~::.">/ ' ./ //.. .....:.... ....:... . ' / / ;//</ : /I/{ ... / / / ( j: ... /~~" ' .... '/""" , , ./ #, / / I .. '." ."/ , r ? .......... , / / \ \ ',,,_, / .....-\ '.... ,.." ... '" /' '",1' .< " ':::::' _::'.,\ ,..:"'''',\ ./ /7/, . , "~'" '.." ..', <<'1 /,''-;-: , / "''\''''''K)'' '';.,;:;,:>'\ \ "'" "/ /. ,,,. J ~,._ ''''''" '.. ..' ... /.7' / '.1.... 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'/'v". " "C. '" . " .. _ ''''', . ., , '.. ' "h , ;p _'__ . " ..... " .',' '", {, ,., '. c. "" I..." 1i \,.."'. ,.;".i-- ~;9' ..><~",( ." '<-><' \\ NOTE 2 (R' "/ A ' -" " .." '_, ". /. .~.. "'.J /'. 11. ,."i'" " V...... .,;",,; \ . .,,' ,. ' ./"" / ., ,'., '-- \ ~ )~;;< 0 /' </ \ ( ~ 7:?i> Blvd., South San Francisco, California 1 AMENITIES BUILDING 2. EASEIIENT lOCATIONS AND DESCRIPTIONS WERE OBTAINED FRail AN ELECTRONIC FILE GENERATED BY FREYER .t IAURETA. WILSEY HAil CANNOT GUARANTEE THE ACCURACY OF THE EASEIIENT INFORIIA TlDN SHOWN. a: IAURETA. OF THE PROPERTY UNE. LEGEND --- PROPERTY LINE ---- EASEIIENT ABBREVIATIONS - BCDC BAY CONSERVATION AND DEVElOPIIENT COIIIIISSION l LENGTH PUE PUBUC UTfUTY EASEIIENT SF SQUARE FEET NOTES 1. DESCRIPTIONS SHOWN FOR THE PROPERTY LINE WERE OBTAINED FROII AN ELECTRONIC FILE GENERA TED BY FREYER WILSEY HAil CANNOT GUARANTEE THE ACCURACY INFORIIA TlON, NORTH ~ = ~ 20' 40' BO SCAlE: 1"=20'-()" Oyster Point Blvd., WILSEy_a. HAM_ EHO'Hl!:EA'NII . ..LAN.....". . 8l.JIlVEYINII 3l3~AGEP.l9(~SUl'flO1l FOSlSI;Cl1Y,Cl.MI04 (&5CI)~51 '~(fIIlI:J~ South San Francisco, California BRITANNIA OYSTER POINT 1 - AMENITIES BUILDING ..' (j NORTH ~ 0' 8' 32' 64' SCALE: 1"=16'-0" - - GRADING AND SITE UTILITY PLAN 9 0.27.06 @2006 DES .j I(CIi ITECTS ~ ...--,." "",,,,- .;",./ ,./~ /~ ~.~/' ./ ~. tt't". ,-/ "",tt' /" t",r /' <1'/ /. ",~ / f"/ ,,,;1f' ~~v-"""''''' .,-_....., / '- j I i i I ; l .~ .~ ."",-,,,"' EROSION CONTROL PLAN 10.27.06 10 OOs ~R[HITE[TS ~ ENGINEERS I I I I i I Oyster Point BlVd., W/1fA~:' -llI'NEE"'NII . "1..4N""NII . .URVCYlND 3il3'oWFAGfPARlCOME.SLn'eliXl Fl:lSl8lCJIY.CA.t<<04 ~:JoINl~l FAX~~ , i / .: '-';":;~~~~..'" :.~~'"% I . /~~ , '.' \ Ii.. ." . \ I ' '^,", ^ ..".' J , . !>, " ,:.: ......" \.#, ,., I ,"', ._i""',' " ," ..;.\ \ o..... ,/7\ \ , J>, j.~"" " / " ,,\ '<~,' ".,;1, I' / /'. /,' '.~.'. '\"..')"\. '. , \ ..", ; ~. . 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'I ,," "\\>~>;l,,";,c"" ..9" / " -., , ~ . , , "" ,F .. , ..P""_/' /<, ,'~~' \, \ /~ . j.( if \,/' ,JC>' %I BRITANNIA OYSTER POINT 1 AMENITIES BUILDING /,,~/ *,' /"" ..".'" ft, " ..~. 1#"' ~_."."/'" ~,.,t/ ," /'r' / ,.// ."~~' .,,;/ /,ft'" , " ~,.~,/"'/' South San Francisco, California , ,/ "', l\\" .' '. , >~ ///,--~~~-"" /"/ / RDA AGENDA ITEM #5 b slough Inlernational F. Jonathan M. Bergschneider Senior Vice President - Development Slough Estates USA Inc. 400 Oyster Point Boulevard, Suite 409 South San Francisco, California 94080 Tel. +1650875.1002 Fax. +1650875.1003 www.sloughestates.com December 7,2006 Susy Kalkin Chief Planner aTY OF SOUTH SAN FRANOSm 400 Grand Avenue South San Francisco, California 94080 Re: Britannia Oyster Point Application for Approval of Pedestrian Bridge Dear Susy: Per our conversation yesterday morning, please allow this correspondence to formally withdraw our current application to the Gty of South San Francisco for approval of a pedestrian bridge to be constructed between Buildings E and Building B at Britannia Oyster Point As we discussed, our client has elected not to proceed with the proposed bridge plans at this time. Please pardon the late nature of this notice as we just only recently learned of our client's decision. Please do not hesitate .to contact me if you have any questions. Thank you for your time and consideration. Sincerely, SLOUGH ESTATES USA INC. l:r Head Office: 444 North Michigan Avenue, Suite 3230, Chicago, Illinois 60611 Tel. +1312755.0700 Fax. +1 312755.0717 ;\\'t\\ s~ if ~ . ~\1.\ o n >-0 C;; I ~ C") u 0 C'4lIFOR"f.\.~ Redevelopment Agency Staff Report RDAAGENDAITEM#6 DATE: TO: FROM: SUBJECT: December 13,2006 Redevelopment Agency Board Marty Van Duyn, Assistant Executive Director AMENDMENT TO SAN MATEO COUNTY SETTLEMENT AGREEMENT RECOMMENDATION It is recommended that the Redevelopment Agency Board: 1) approve a modification to the Settlement Agreement between the City, the Redevelopment Agency and the County of San Mateo to add the acquisition of an apartment building for an Emancipated Foster Youth Housing Program to the list of approved projects, 2) adopt the attached resolutiouapproving the set aside of up to $950,000 for the acquisition of and improvements to property located in the Downtown area for the Emancipated Foster Youth Housing Program. BACKGROUND/DISCUSSION San Mateo COlmty seeks funding assistance to help acquire and rehabilitate a small apartment complex to provide affordable transitional housing in the County with a priority for emancipated foster youth. San Mateo County offers emancipated foster youth an array of services including moving and relocation assistance, employment and educational services, emergency aftercare, furniture and clothing assistance and continuous housing support. From 2002 through 2003, San Mateo County secured 25 Section 8 housing vouchers to support emancipated youth housing for two years. Unfortunately, in 2004, these vouchers were not continued due to federal budget cuts. The Board of Supervisors has temporarily filled the gap by allocating $180,000 for transitional housing stipends for emancipated foster youth. Since the program serves 24 youths, these funds are being rapidly depleted. In addition to subsidizing the rents of emancipated foster youth, San Mateo County seeks to acquire a four to seven unit apartment complex which can be renovated into transitional housing for special needs populations in the County with a priority for emancipated foster youth. The facility would also provide on-site services through a Residential Advisor. The proposed emancipated foster youth housing would target youth ages 17- 19 who do not have permanent family homes. Eligible youth would be assessed to determine their ability to live independently. Those with higher levels of maturity and solid transitional skills would be refened to the housing stipend program previously noted. Those youth needing life skills coaching would be directed to the Emancipated Foster Youth Housing Program. Participants would be required to spend 30% oftheir income on rent while in the program. Staff Report Subject: Amendment to San Mateo County Settlement Agreement Page 2 Management of the program will be contracted out to a local youth-serving agency to coordinate services and administration. Ideally, participants would share two-bedroom apartments; however, large one-bedroom units would be acceptable. One apartment will be reserved for a Residential Advisor who will provide a consistent caring adult presence if the youth have difficulty or need guidance. The Residential Advisor will also create a community atmosphere, foster a sense of neighbor helping neighbor, and maintain the agreed upon rules of behavior for the apartment complex. The County has identified two seven-unit residential properties located in the Downtown area, and is requesting an amendment to the City/County Settlement Agreement so that up to $950,000 of the settlement funds can be used to partially finance their acquisition of and improvements to the property. Community Redevelopment Law (CRL) requires the Redevelopment Agency and the legislative body that will benefit from the expenditure oftax increment funds for public improvements to adopt specified findings as set forth in the Resolution attached to this Staff Report. Staff recommends that the Redevelopment Agency Board adopt the attached resolution pursuant to which the Redevelopment Agency would authorize a modification to the Settlement Agreement to permit the expenditure of funds for the acquisition and rehabilitation. The County of San Mateo would acquire the property contingent upon the Redevelopment Agency's approval of the specific location. Additionally, the Agency would require that if the Emancipated Foster Youth Program were to cease or become problematic, the County would be required to request formal authorization from the Redevelopment Agency for acceptable alternate uses and tenancies to its liking. Staff will continue to work with the County to evaluate the [mal property selection and will return to the Board with a recommendation. CONCLUSION The challenge of obtaining and maintaining housing is particularly acute for San Mateo County's emancipated foster youth. Affordable housing with on-site services will provide youth with appropriate support and the resources needed to become productive members of the community. It is recommended that the Redevelopment Agency Board approve the attached Resolution amending the Settlement Agreement by adding an Emancipated Foster Youth Housing Program to the list of approved County projects; and authorizing the expenditure of$950,000 toward the proposed acquisition and improvements. Funds for the Settlement Agreement are in the current fiscal year Redevelopment Agency budget and $2.0 million had been allocated for the Safe Harbor homeless shelter. Of that amount, the County has only requested a total reimbursement of $1.0 million for Safe Harbor as they were able to secure State funding for those renovations. The balance is available for this request and the project addresses the needs of potentially,homeless youth, which is in keeping with the original intent of the funds and is consistent with the Redevelopment Agency's Implementation Plan. By: J~- ~ Marty VanDuyn Assistant Executive Director Approved' Attachment: Resolution RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE USE OF TAX INCREMENT REVENUES FOR PUBLIC FACILITIES AND AN AMENDMENT TO THE SETTLEMENT AND RELEASE AGREEMENT WITH THE COUNTY OF SAN MATEO WHEREAS, the City of South San Francisco ("City"), the Redevelopment Agency of the City of South San Francisco ("Agency") and the County of San Mateo ("County") are parties to that certain Settlement and Release Agreement dated as of June 21,2005 (the "Settlement Agreement"); WHEREAS, the Settlement Agreement provides that following compliance with all requirements of law, including without limitation, the adoption by the County Board, the Agency Board and the City Council of all applicable fmdings required under California Community Redevelopment Law ("CRL"), the Agency will provide funding in an aggregate amount not to exceed Five Million Dollars ($5,000,000) ("Settlement Funds") to fund some or all of the public improvements identified in Exhibit A to the Settlement Agreement or such other projects as may be mutually agreed upon by the Agency and the County; WHEREAS, the County has proposed that the Agency allocate the sum of up to $950,000 from the Settlement Funds to partially finance the acquisition and rehabilitation of a 4-7 unit apartment building located in or near the Downtown/Central Redevelopment Project Area in order to provide transitional housing for participants in the County's Emancipated Foster Youth Program (the "Project"); WHEREAS, Agency and County staff are continuing to evaluate options pursuant to which the County would use up to $950,000 of the Settlement Funds to partially fmance the acquisition and rehabilitation of a building for the Project, subject to the conditions that: (i) the location of the Project will be subject to Agency approval, and (ii) if the Emancipated Foster Youth Program ceases to operate at the selected Project site, the County will be required to request Agency approval of an alternate use for the acquired building; WHEREAS, CRL Section 33445 provides that a redevelopment agency may, with the consent of the legislative body of the benefited public entity, pay for the cost of 848392-4 1 buildings, facilities and other improvements which are publicly owned if the legislative body and the agency determine all of the following: 1. The buildings, facilities or improvements are of benefit to the project area or the immediately surrounding neighborhood; 2. No other reasonable means of financing the buildings, facilities or improvements are available; and 3. The payment of funds for the acquisition of land or the cost of buildings, facilities or other improvements will assist in the elimination of one or more blighting conditions inside the project area or provide housing for low- or moderate-income persons, and will be consistent with the implementation plan adopted by the redevelopment agency. WHEREAS, the Project will be located within or near the Downtown/Central Redevelopment Project Area, and the acquisition and rehabilitation of a building for the Project will benefit the Project Area by facilitating the provision of services and affordable housing to at risk youth who live in the Project Area; WHEREAS, the County Board of Supervisors has determined that no other source of funds is reasonably available to the County to finance the acquisition and rehabilitation of a building for the Project, as revenue that might otherwise be available for such purposes is committed for other purposes; WHEREAS, Agency and City staff are aware of no other source of funds reasonably available to the County or the Agency to fmance the acquisition and rehabilitation of a building for the Project; and WHEREAS, the acquisition and rehabilitation of a building for the Project will enable the County to provide housing for low-income youth at risk of becoming homeless, and is consistent with the Agency's housing goals set forth in the Agency's Implementation Plan. NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Agency of the City of South San Francisco hereby: 1. Finds, based upon the foregoing Recitals, that (i) the expenditure of tax increment funds to acquire and rehabilitate or to assist the County to acquire and rehabilitate a building for the Project will be of benefit to the Downtown/Central Project Area and the immediately surrounding neighborhood because the building will be located within or in immediate proximity to the Project Area and the acquisition will facilitate the provision of services and affordable housing to at risk youth, (ii) no other reasonable means of financing the acquisition and rehabilitation of a building for the Project is reasonably available to the Agency or the County, and (iii) the expenditure of tax increment funds as 848392-4 2 contemplated by this Resolution will provide housing for low-income persons and is consistent with the Agency's Implementation Plan. 2. Authorizes the acquisition and rehabilitation of a building for the Project to be added to Exhibit A of the Settlement Agreement as a project eligible for funding under the Settlement Agreement, and authorizes the Agency Executive Director or his designee to execute and deliver an amendment to the Settlement Agreement consistent with this Resolution. 3. Authorizes the set aside of $950,000 in Agency tax increment funds to ffiance the acquisition and rehabilitation of a building for the Project, subject to the conditions that: (i) the location of the Project will be subject to Agency approval, and (ii) if the Emancipated Foster Youth Program ceases to operate at the selected Project site, the County will be required to request Agency approval of an alternate use for the acquired building. 4. Authorizes the Agency Executive Director or his designee to execute and deliver such other instruments and to take such other action as necessary to carry out the intent of this Resolution. * * * * * I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency 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 848392-4 3 AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, DECEMBER 13,2006 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. Califomia 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. RICHARD A. GARBARINO, SR Mayor PEDRO GONZALEZ Vice Mayor MARK N. ADDIEGO Councilman JOSEPH A. FERNEKES Councilman KARYL MATSUMOTO Councilwoman RICHARD BATTAGLIA City Treasurer SYLVIA M. PAYNE City Clerk BARRY M. NAGEL City Manager STEVEN T. 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 . Holiday Fire Safety - Presenter: Fire Prevention Technician Dennis Rosaia ' . Municipal Information Systems Association of California Award - Presenter: Joan Schoening . Certificate of Recognition - Recipient: Max Poon, Library Volunteer AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL . Announcements . Committee Reports CONSENT CALENDAR 1. Motion to approve the minutes of December 5, 2006 2. Motion to confirm expense claims of December 13,2006 3. Resolution amending equipment replacement budget for the new community room projection system PUBLIC HEARING 4. Consideration of amendment to ARE-East Jamie Court Development Agreement, DA- 06-0002 for a two-building research and development complex on a 6. 13-acre site at the intersection of East Jamie Court and Haskins Way and addendum to mitigated negative declaration; Owner: Richard Haskins; Applicant: Alexandria Real Estate (waive reading and introduce an ordinance and approve resolution) ADMINISTRATIVE BUSINESS 5. Direction to the Mayor, or designee, as the voting member on the City Selection Committee, regarding proposed amended Bylaws for the San Mateo County Council of Cities CLOSED SESSION 6. Pursuant to Government Code section 54957.6, conference with labor negotiator, Elaine Yamani, for all units COUNCIL COMMUNITY FORUM ADJOURNMENT REGULAR CITY COUNCIL MEETING AGENDA DECEMBER 13, 2006 PAGE 2 - g ~ . ~~ (~ g ~ ~ v 0 ~41~~~ Staff Report AGENDA ITEM #3 DATE: TO: FROM: SUBJECT: December 13, 2006 Honorable Mayor and City Council Doug Hollis, Director of Information Technology RESOLUTION REQUESTING ADDITIONAL FUNDING FROM THE EQUIPMENT REPLACEMENT FUND TO PURCHASE NEW VIDEO EQUIPMENT FOR THE COUNCIL CHAMBERS / COMMUNITY ROOM RECOMMENDATION Staff recommends the City Council approve the attached budget amendment resolution which appropriates $35,000 from the Equipment Replacement Reserves to the Equipment Replacement budget to acquire four (4) large monitors and a new podium for the Council Chambers/Community Room. BACKGROUND/DISCUSSION The (existing) projection system in the Council Chambers/Community Room has several short comings which make it difficult to operate from time to time. The basic equipment which controls the projector seems to operate effectively and is not the issue at this time. One of the main issues is the "screen" dropping down in front of Council. It is awkward for the presenters, as they feel a need to bend down to make eye contact with Council. Another issue is the "cool down" time for the projector. If there are two presentations back to back and the projector is turned off, there is a lag time before the projector will cool down and start again. Thus, the presenter and the audience have to wait on the equipment. The recent installation of a 50 inch monitor in City Hall, received high reviews for overall operation and improvement of the presentation environment. It is anticipated the addition of four (4) 50 inch displays in the Council Chambers/Community Room would enhance the presentation environment as well. The monitors would be for the audience observation and will perform like the monitors Council members view during a meeting. Staff Report Subject: Purchase Video Equipment for Community Services Room/Council Chambers December 13, 2006 Page 2 The existing projector system would remain in place and be available for in house meetings. The new monitors would be used for Council, Planning Commission and other meetings as needed. A new podium is also being proposed which would incorporate the use of a laptop from the podium. The new podium will allow the presenter to control the laptop from the podium, making it more convenient and efficient for them to manage the overall presentation. This is a distinct improvement over the current configuration where the presenter must view/manage the laptop on the table next to the podium. FUNDING Funding has been set aside each year for the eventual replacement ofthe audio/visual system in the City Council Chambers, and adequate funding exists in the Equipment Replacement Fund for this acquisition. CONCLUSION Installation of the proposed equipment will provide improved presentation quality for the audience and an overall improvement of the presentation environment. Staff recommends the City Council approve the attached budget amendment resolution. By: ,111/~l2,iJ{L6 Douglas R. Hollis Director of Information Technology Approved Attachment: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AMENDING THE 2006-07 BUDGET TO APPROPRIATE $35,000 FOR UPGRADED VIDEO EQUIPMENT FOR THE CITY COUNCIL CHAMBERS FOR IMPROVED PUBLIC VIEWING WHEREAS, the City Council of the City of South San Francisco is committed to open, public and accessible public meetings for the community; and WHEREAS, the existing video equipment in the City Council chambers has not worked consistently, resulting in an inability to fully show presentations to the audience and to viewers watching the City Council meetings on the public access channel; and WHEREAS, sufficient funds exist in the Equipment Replacement Internal Service Fund to purchase replacement equipment and improve the viewing experience. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves a budget amendment to the Equipment Replacement Fund Budget for 2006-07 in the amount of $35,000 to purchase replacement video equipment for the Council Chambers. * * * * * 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\l s~ S I~ C \~ ~ v c ~l~~~ Staff Report DATE: TO: FROM: SUBJECT: AGENDA ITEM #4 December 13,2006 Honorable Mayor and City Council Marty VanDuyn, Assistant City Manager MODIFICATION OF DEVELOPMENT AGREEMENT FOR THE EAST JAMIE COURT OFFICE/R&D PROJECT, A TWO BUILDING COMPLEX ON A 6.l3-ACRE SITE AT THE SOUTHEAST CORNER OF EAST JAMIE COURT AND HASKINS WAY, IN ACCORDANCE WITH SOUTH SAN FRANCISCO MUNICIPAL CODE CHAPTER 19.60. Owner / Applicant: Alexandria Real Estate Equities Case No.: P02-0042/DAA06-0002 RECOMMENDA TION It is recommended that the City Council: 1) adopt the attached resolution certifying the Addendum to the 2002 Mitigated Negative Declaration; and 2) waive reading and introduce the attached ordinance to approve modifications to the Development Agreement (DAA06-0002.) BACKGROUND/DISCUSSION On November 21,2002, the Planning Commission approved Use Permit UP02-0042 to construct a two building office/R&D complex on a 6.l3-acre site at the southeast corner of Haskins Way and East Jamie Court. The approved project was comprised of two buildings, one two-story and one three-story, totaling 133,000 sf. In January 2005, the applicant requested and was granted a one-year extension of permit approvals. Last December, the City Council approved a Development Agreement to extend the life ofthe entitlements for a period of ten years and clarify and obligate several project features and mitigation measures including public art, pump station and sewer main improvements, mitigation fees for traffic impacts and public safety enhancements. The City Council also directed the applicant to return within a one year period with a proposal to accelerate completion of the Bay Trail improvements. On November 16, 2006, the Planning Commission approved a minor modification to the project to increase the project size by 29,000 sf by adding a third story to the two-story building and creating a parking level beneath both buildings. As part of this action, the Planning Commission recommended the City Council modify the Development Agreement. Staff Report Subject: East Jamie Ct. Amended Development Agreement Page 2 Development Agreement As indicated in the attached draft ordinance, minor amendments to the Development Agreement have been proposed to reflect the revised project size and to provide for an accelerated completion date for the Bay Trail improvements, but the original features of the Agreement remain essentially unchanged. (Changes are shown in strike-out/underlined italics) · Term of Development Agreement - The requested duration of the Development Agreement remains ten years from the effective date. · Swift Avenue Sewer Main and Pump Station No.3 Upgrades - The Agreement clarifies the "fair share" financial contribution required of the development for these capital improvements which have recently been completed. The fair share contribution is estimated to be $525,500.00. · Public Art - The Agreement sets out minimum requirements for the value of public art on the site ($150,000.00 $162.000.00) as well as for timing of installation. · East of 101 Area Traffic Impact Fees -The Development Agreement obligates the applicant to pay the fees in effect at the time of building permit issuance. · Public Safety Enhancements - The Agreement maintains the following public safety features: Emergency operations room. The applicant will provide a small room outfitted with double doors, a phone jack, shelving units, and two (2) standard electrical outlets within the ground floor of one of the buildings for use in the event of an emergency. Enhanced internal radio communications. The applicant will be required to have an emergency radio communications study prepared to determine internal emergency radio communication needs. If any deficiencies are noted the applicant will be required to incorporate appropriate mitigation measures into the project design (ex. internal communications wiring, signal boosting, installation of antennae and other related equipment, etc.) · Accelerated Bav Trail Installation - Owner shall install all of the imvrovements constitutin~ the lower vornon of the "Bav Trail" no later than the second anniversary of the Effective Date. All such imvrovements shall be installed in accordance with the BCDC Permit. Zoning/General Plan Consistency The proposed amended Development Agreement complies with all applicable zoning, subdivision, and building regulations and with the objectives, policies, land uses and programs specified in the General Plan. The amended Agreement does not change any of the land use determinations for the project; it clarifies the term of the entitlements, addresses traffic and sewer impact fees, increases the public art component slightly to reflect the increased project size, incorporates measures to address additional Staff Report Subject: East Jamie Ct. Amended Development Agreement Page 3 public safety concerns, and stipulates a completion schedule for Bay Trail improvements. All conditions of approval of the Use Permit remain in effect. Environmental Analysis An addendum to the 2002 approved Mitigated Negative Declaration (MND) has been prepared for the revised project in accordance with provisions of the California Environmental Quality Act (CEQA). CEQA permits an addendum where: no substantial changes in the environment have occurred since certification of the Mitigated Negative Declaration; no major revisions are required to the Mitigated Negative Declaration; and, no new or increased impacts or new information has occurred or come to light since the approval of the Mitigated Negative Declaration. No new significant impacts are identified in the Addendum. Planning Commission Action The Planning Commission reviewed the proposed project modifications and the amended Development Agreement at its November 16,2006 meeting. The Commission unanimously approved the requested entitlements and adopted the attached Resolution recommending the City Council approve the requested modifications to the Development Agreement. CONCLUSION: The proposed amended Development Agreement is consistent with the City's General Plan and Zoning Ordinance. An Addendum to the adopted 2002 Mitigated Negative Declaration was prepared in accordance with provisions of CEQA which identified no new significant environmental impacts attributable to the revised project. The Planning Commission continues its support of the project, noting it is well designed and furthers the goals of the City's General Plan for campus style research and development facilities in the area. Consequently, it is recommended that the City Council: 1) adopt the attached resolution certifying the Addendum to the 2002 Mitigated Negative Declaration; and 2) waive reading and introduce the attached ordinance to adopt the amended Development Agreement. By.~-~tA . Marty VanDuyn Assistant City Manager --APProve~ .. (..~ arry . Nagel City Manager Attachments: Draft Resolution Draft Ordinance Planning Commission Resolution w/out attachments Addendum Plans BMN:MVD:sk RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ADOPTING AN ADDENDUM TO THE MITIGATED NEGATIVE DECLARATION FOR A TWO- BUILDING OFFICE AND RESEARCH AND DEVELOPMENT COMPLEX ON A 6.13-ACRE SITE AT THE INTERSECTION OF EAST JAMIE COURT AND HASKINS WAY WHEREAS, Developer ARE-East Jamie Court LLC has submitted a Restated and Amended Development Agreement that requires further environmental review; WHEREAS, the City of South San Francisco prepared an Initial Study to assess the potential environmental impacts of the proposed project consistent with the California Environmental Quality Act (CEQA) and CEQA Guidelines. Based on the Initial Study, the City prepared a Mitigated Negative Declaration in 2002 (attached as Exhibit A and incorporated by reference herein); and WHEREAS, Developer ARE-East Jamie Court LLC has submitted proper environmental documentation in the form of an addendum to the 2002 approved Mitigated Negative Declaration ("Declaration"), in accordance with CEQA Guidelines; and WHEREAS, CEQA permits an addendum where: no substantial changes in the environment have occurred since certification of the Declaration, no major revisions are required to the Declaration, and no new, or increased impacts or new information has agreed since the Declaration; and WHEREAS, no further environmental analysis is required when a prior EIR has been prepared for a project unless new impacts or mitigation measures are identified; WHEREAS, the prepared Addendum to the Declaration identified no new supplemental significant environmental impacts over those identified in the approved environmental document; WHEREAS, in accordance with CEQA Guidelines section 15162(a), no additional environmental review is required; - 1- NOW, THEREFORE, BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco does hereby: A. Accept the Addendum to the Certified Negative Declaration MND02-0042. * * * * * * 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 -2- ORDINANCE NO. AN ORDINANCE AMENDING AND RESTATING THE DEVELOPMENT AGREEMENT WITH ARE-EAST JAMIE COURT LLC FOR A TWO-BUILDING RESEARCH AND DEVELOPMENT COMPLEX ON A 6.13-ACRE SITE AT THE INTERSECTION OF EAST JAMIE COURT AND HASKINS WAY WHEREAS, California Government Code ("Government Code") Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property or on behalf of those persons having same; and WHEREAS, on January 11, 2006, after conducting all proceedings and making all findings necessary for the valid adoption and execution of a development agreement for the Property in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act ("CEQA"), and Chapter 19.60 of the Municipal Code, the City Council adopted Ordinance No. 1365-2006, approving and adopting a development agreement for the property at East Jamie Court ("Property"); and WHEREAS, on March 10, 2006, East Jamie Court, LLC, and City entered into a certain Development Agreement for the East Jamie Court Office Research and Development Project (the "Original Agreement"), as approved and adopted by the City Council; and, WHEREAS, East Jamie Court, LLC, has submitted a Restated and Amended Development Agreement to the City to permit the development of the Property as depicted on the amended East Jamie Court Development Plan Set dated March 31, 2006 ("Amended Plan Set") (a copy of such Amended Plan Set is attached hereto as Exhibit A and incorporated herein by reference); and WHEREAS, proper environmental documentation has been prepared in accordance with CEQA Guidelines; and WHEREAS, minor amendments have been included in the Development Agreement to reflect the revised project size, but all original features remain essentially unchanged; WHEREAS, East Jamie Court, LLC, has requested that City adopt the Amended and Restated Agreement to set forth the rights and obligations of the parties relating to the development of the Property; and WHEREAS, on November 16, 2006, the Planning Commission held a properly noticed public hearing on the proposed Amendments to the East Jamie Court Development Agreement and recommended that the City Council approve the Amended and Restated Agreement; reso amending East Jamie Court DA -3- NOW THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1. Findings A. The proposed Restated and Amended Development Agreement for the Project is consistent with the objectives, policies, general land uses and programs specified in the General Plan, as amended and adopted. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of these documents. The Project provides for a two-building office and research and development complex in the Planned Industrial (P-l) Zoning District. The proposed project complies with all zoning, subdivision and building regulations and with the objectives, policies, general land uses and programs specified in the General Plan. The Amendment 1) increases the two-story building to three stories (instead of one two-story and one three-story structure), resulting in a 29,000 sq. ft. increase, and an increase in floor area ratio from 0.5 to 0.61; 2) maintains the requested duration of the Original Development Agreement; 3) incorporates the City's desire to construct public improvements with the cost paid by the developer; 4) adds public safety features such as an emergency operations room and enhanced internal radio communications; and 5) clarifies the "fair share" financial contribution required for the Swift A venue Sewer Main and Pump Station No.3 Upgrades, estimating it to be $525,500.00. B. The Restated and Amended Development Agreement is consistent with the P-I Planned Industrial Zone District and the General Plan. The Planning Commission reviewed the proposed Amendments to the Development Agreement for the East Jamie Court Office and found that it complied with all applicable zoning, subdivision, and building regulations and with the General Plan. The City Council independently reviewed the proposed Amendment to the Development, the General Plan, Chapters 20.78 and 20.84 of the Zoning Ordinance as amended, Chapter 19.60 of the South San Francisco Municipal Code, Title 15 of the Municipal Code, and applicable state and federal law. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of these documents and advice in the record from City staff, including staff reports, testimony and resolutions. C. The proposed Restated and Amended Development Agreement states its specific duration. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement and its determination that Section 3 of the Agreement states that the Agreement shall expire ten years from the effective date of the Agreement, reso amending East Jamie Court DA -4- which shall expire 10 years from the original effective date and no later than March 10,2016. D. The proposed Restated and Amended Development Agreement for the East Jamie Court Office does not alter the permitted uses of the property subject over those approved by the City Council on March 10,2006. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Amendment to the Development Agreement for the East Jamie Court Office and its determination that Section 3 of the Agreement, which sets forth the documents stating the permitted uses, is unchanged by this Amendment. E. The design and type of improvements proposed in the Restated and Amended Development Agreement do not conflict with public easements for access through or use ofthe property within the development and conform to the provisions of the Subdivision Map Act and Chapter 19.48.080 of the South San Francisco Municipal Code as to design, drainage, utilities, road improvements and offers of dedication or deed. This finding is based upon all evidence in the record as a whole, including, but not limited to the following: City Council's independent review of the proposed Amendments and the reports of the city engineer and other appropriate department heads. F. The East Jamie Court Office site is physically suitable for the proposed type and density of development. This finding is based upon all evidence in the record as a whole, including, but not limited to the following: The site is suited for the type, density and location of commercial development in that all the mitigation measures applicable to Planned Industrial (P-I) Zoning District. No changes to the mitigation monitoring program are required as a result of the Amendment and the increase in floor area ratio from 0.5 to 0.61 is accommodated by the additional parking beneath the buildings. G. The proposed Restated and Amended Development Agreement for the East Jamie Court Office does not propose any dedication of land for public purposes from the property subject thereto. This finding is based upon all evidence in the record as a whole, including, but not limited to: the City Council's independent review of the proposed Amendment to the Development Agreement for the East Jamie Court Office. H. The Restated and Amended Development Agreement is consistent with the approved original development agreement. This finding is based upon the City Council's independent review of the Restated and Amended Development Agreement for the East Jamie Court Office. The proposed project continues to comply with the goals and objectives of the City's General Plan to develop high-quality, well-designed office and R&D developments throughout the northern portion of the East of 101 area. The reso amending East Jamie Court DA - 5- Restated and Amended Development Agreement also complies with the development standards and requirements of the P-I Planned Industrial Zone District. Amendments are consistent with the land uses, development intensities and design standards approved in the Development Agreement, as amended. Minor changes to the previous conditions of approval have been added to address the slight changes in development. SECTION 2. The City Council of the City of South San Francisco hereby approves modifications to the Original Development Agreement (DAA06-0002) by approving the Restated and Amended Development Agreement for the East Jamie Office, attached, and authorizes staff to make changes to the plan consistent with the Council's approval of same. 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 ofthis Ordinance along with the names ofthose City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the day of , 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: reso amending East Jamie Court DA - 6- 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. Rich Garbarino, Mayor reso amending East Jamie Court DA -7- RESOLUTION NO. 2660-2006 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SOUTH SAN FRANCISCO RECOMMENDING THAT THE CITY COUNCIL ADOPT AN ORDINANCE APPROVING AN AMENDED DEVELOPMENT AGREEMENT RELATED TO THE EAST JAMIE COURT OFFICE/R&D PROJECT ON A 6.13- ACRE IN THE P-I PLANNED INDUSTRIAL ZONE DISTRICT WHEREAS, on November 21,2002 the Planning Commission approved a Use Permit and Transportation Demand Management Plan and adopted a Mitigated Negative Declaration for the East Jamie Court Office Research and Development Project, consisting of construction of two office/research and development buildings totaling 133,000 square feet on a vacant 6. 13-acre site at the southeast corner of East Jamie Court and Haskins Way; and, WHEREAS, on December 14,2005, the City Council approved a Development Agreement to set forth the rights and obligations of the parties relating to the development of the Project as provided by South San Francisco Municipal Code Chapter 19.60; and WHEREAS, Owner has submitted a Use Permit Modification application for Planning Commission consideration to increase the size of the approved project by 29,000 square feet; and WHEREAS, the 2005 Development Agreement is proposed to be amended to reference the revised project and provide for incremental increases in fees commensurate with the increased project size; and WHEREAS, pursuant to South San Francisco Municipal Code Section 19.60.050, the Director of Economic and Community Development has reviewed the Amendment and found it to be in the proper form and thereafter referred the Amendment to the Planning Commission for a public hearing; and WHEREAS, pursuant to Section 15064 of the California Environmental Quality Act Guidelines, the City of South San Francisco prepared an Addendum to the adopted Mitigated Negative Declaration which identified no new supplemental significant impacts associated with the revised East Jamie Court Office/R&D project; and WHEREAS, on November 16, 2006, at a duly noticed public hearing of the South San Francisco Planning Commission, the Commission heard testimony and received evidence regarding the proposed modifications to the approved Use Permit and Development Agreement and thereafter voted to approve the Use Permit Modification and to recommend that the City Council adopt the proposed Amendments to the Development Agreement. -8- NOW, THEREFORE, BE IT FURTHER RESOLVED that the Planning Commission hereby recommends that the South San Francisco City Council adopt an Ordinance approving Amended Development Agreement DAA-06-0002 as provided in Exhibit A. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. * * * * * * * I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 17th day of November, 2006 by the following vote: AYES: Commissioner Giusti, Commissioner Prouty, Commissioner Sim, Commissioner Teglia, Vice Chairperson Honan, Chairperson Zemke NOES: None ABSTAIN: None ABSENT: Commissioner Romero Attest: .&!~h- , '/ Susy Kalkin Secretary to the Planning Commission -9- AMENDED AND RESTATED DEVELOPMENT AGREEMENT East Jamie Court Office I Research and Development Project This AMENDED AND RESTATED DEVELOPMENT AGREEMENT FOR THE EAST JAMIE COURT OFFICE I RESEARCH AND DEVELOPMENT PROJECT is dated , 2006 ("Restated Agreement"), between ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company ("Owner"), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation organized and existing under the laws of the State of California ("City"). Owner and City are collectively referred to herein as "Parties." RECITALS A. WHEREAS, California Government Code ("Government Code") Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property or on behalf of those persons having same; and, B. WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code ("Municipal Code"), establishing procedures and requirements for adoption and execution of development agreements; and, C. WHEREAS, this Restated Agreement concerns property located on a 6. 1 3-acre site at the comer of Haskins Way and East Jamie Court, as shown and more particularly described in Exhibit A attached hereto and incorporated herein by reference ("Property"); and, D. WHEREAS, ARE-East Jamie Court, LLC, the Owner, has a legal interest in the Property; and, E. WHEREAS, on November 21,2002, City's Planning Commission approved Conditional Use Permit P02-0042 (the "Use Permit") for the development of the Property as depicted on the East Jamie Court Development Plan Set dated November 7, 2002, prepared by Dowler-Gruman Architects (a copy of such Use Permit is attached hereto as Exhibit B and incorporated herein by reference); and, F. WHEREAS, on January 11, 2006, after conducting all proceedings and making all findings necessary for the valid adoption and execution of a development agreement for the Property in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act ("CEQA"), and Chapter 19.60 of the Municipal Code, the City Council adopted Ordinance No. 1365-2006, approving and adopting a development agreement for the Property (which Ordinance took effect on February 10, 2006); and Page 1 of 25 East Jamie Court Restated DA -10- October 13,2006 G. WHEREAS, on March 10, 2006, Owner and City entered into a certain Development Agreement for the East Jamie Court Office Research and Development Project (the "Original Agreement"), as approved and adopted by the City Council; and, H. WHEREAS, Owner has submitted an application to the City for modifications of the Use Permit and the Original Agreement to permit the development of the Property as depicted on the amended East Jamie Court Development Plan Set dated March 31,2006, prepared by Dowler-Groman Architects (the "Amended Plan Set") (a copy of such Amended Plan Set is attached hereto as Exhibit C and incorporated herein by reference); and 1. WHEREAS, Owner has requested that the City enter into this Restated Agreement to set forth the rights and obligations of the parties relating to the development of the Property; and, 1. WHEREAS, all proceedings necessary for the valid adoption and execution of this Restated Agreement have taken place in accordance with Government Code Sections 65864 through 65869.5, CEQA, and Chapter 19.60 of the Municipal Code; and, K. WHEREAS, the City Council and the Planning Commission have found that this Restated Agreement is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on October 13, 1999, and as amended from time to time; and, L. WHEREAS, on ,2006, the City Council adopted Ordinance No. approving and adopting this Restated Agreement and the Ordinance thereafter took effect on ,2006. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: 1. Amends and Restates Original Agreement The Parties hereby agree that (i) this Restated Agreement amends, restates, and supersedes the Original Agreement in its entirety, and (ii) the Original Agreement shall have no further force or effect from and after the date this Restated Agreement becomes effective. Notwithstanding the foregoing, any action taken by the Parties pursuant to the Original Agreement prior to the date this Restated Agreement becomes effective shall be and remain valid and authorized, as if such actions had been taken pursuant to this Restated Agreement. 2. Effective Date Pursuant to Chapter 19.060.140, notwithstanding the fact that the City Council adopts an ordinance approving this Restated Agreement, this Restated Agreement shall be effective Page 2 of 25 East Jamie Court Restated DA - 11- October 13,2006 and shall only create obligations for the Parties from and after the date that the ordinance approving this Restated Agreement takes effect ("Effective Date"). 3. Duration This Restated Agreement shall expire on March 10, 2016. If litigation against the Owner (or any of its officers, agents, employees, contractors, representatives or consultants) to which the City also is a party should delay implementation or construction on the Property of the "Proiect" (as defined in Section 4 below), the expiration date of this Restated Agreement shall be extended for a period equal to the length of time from the time the summons and complaint is served on the defendant(s) until the judgment entered by the court is final and not subject to appeal; provided, however, that the total amount of time for which the expiration date shall be extended as a result of such litigation shall not exceed five (5) years. 4. Proiect Description; Development Standards For Proiect The project to be developed on the Property pursuant to this Restated Agreement (the "Proiect") shall consist of (i) two (2) office/research and development buildings, each with three (3) floors, containing an aggregate of approximately 162,000 square feet, (ii) parking below each building that will accommodate up to 139 parking spaces, (iii) surface parking that will accommodate up to 320 parking spaces, and (iv) related improvements, all as provided in the Amended Plan Set and as approved by the City Council. (a) The permitted uses, the density and intensity of uses, the maximum heights, locations and total area of the proposed buildings, the development schedule, the provisions for vehicular access and parking, any reservation or dedication of land, any public improvements, facilities and services, and all environmental impact mitigation measures imposed as approval conditions for the Project shall be exclusively those provided in the Amended Plan Set, the Use Permit (and any addenda thereto in effect as of the Effective Date) (the "Operative Use Permit"), the Development Plan, the Mitigated Negative Declaration (and any addenda thereto in effect as of the Effective Date), this Restated Agreement (as approved by the City Council), and the applicable ordinances in effect as of the Effective Date (including, but not limited to, the applicable provisions of the Municipal Code in effect on the Effective Date), except as modified in this Restated Agreement. (b) Subject to Owner's fulfillment of its obligations under this Restated Agreement, upon the Effective Date of this Restated Agreement, the City hereby grants to Owner a vested right to develop and construct on the Property all the improvements for the Project authorized by, and in accordance with, the terms of this Restated Agreement, the Amended Plan Set (as approved by the City Council), and the applicable ordinances in effect as of the Effective Date. Page 3 of 25 East Jamie Court Restated DA -12- October 13,2006 (c) Upon such grant of right, no future amendments to the City General Plan, the City Zoning Code, the Municipal Code, or other City ordinances, policies or regulations in effect as of the Effective Date shall apply to the Project, except such future modifications that are not in conflict with and do not prevent the development proposed in the Amended Plan Set (as approved by the City Council); provided, however, that nothing in this Restated Agreement shall prevent or preclude the City from adopting any land use regulations or amendments expressly permitted herein or otherwise required by State or Federal Law. (d) The Operative Use Permit shall not require an extension during the term of this Restated Agreement provided Owner is not in material breach of the terms of this Restated Agreement or the Conditions of Approval for said Operative Use Permit. 5. Permits For Proiect If the Project is to be built in phases, Owner shall submit a Development Plan for development of the Project within sixty (60) days of applying for a grading permit for the first phase of the Project. The Development Plan shall address, at a minimum, the landscaping and common improvements required for each phase of the Project. For each phase, City shall issue building permits and certificates of occupancy only after the City has reviewed and approved Owner's applications therefor. City staff review of applications for permits, certificates, approvals, or other entitlements shall be limited to determining whether the following conditions are met: (a) The application is complete; and, (b) Owner has complied with the conditions of the City Council's approval of the Project, all applicable Uniform Codes, the Municipal Code, CEQA requirements (including any required mitigation measures) governing issuance of such permits or certificates, and Federal and State Laws; and, (c) All applicable processing, administrative and legal fees have been paid subject to the provisions of this Restated Agreement; and, (d) For certificates of occupancy only, City has approved the landscaping and common improvements for the applicable phase ofthe Project. 6. Vesting of Approvals Upon the City's approval of this Restated Agreement, such approvals shall vest in Owner and its successors and assigns for the term of this Restated Agreement, provided that the successors and assigns comply with the terms and conditions of this Restated Agreement, including, but not limited to, submission of insurance certificates and bonds for the grading of the Property and construction of improvements. Page 4 of 25 East Jamie Court Restated DA -13- October 13,2006 7. Cooperation Between Parties in Implementation of Restated Agreement It is the Parties' express intent to cooperate with one another and diligently work to implement all land use and building approvals for development of the Property in accordance with the terms of this Restated Agreement. Accordingly, Owner and City shall proceed in a reasonable and timely manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for implementation of this Restated Agreement and development of the Property in accordance with the terms of this Restated Agreement. City shall proceed in an expeditious manner to complete all actions required for the development of the Project, including but not limited to the following: (a) Scheduling all required public hearings by the City Council and City Planning Commission; and (b) Processing and checking all maps, plans, permits, building plans and specifications and other plans relating to development of the Property filed by Owner or its nominee, successor or assign as necessary for development of the Property, and inspecting and providing acceptance of or comments on work by Owner that requires acceptance or approval by the City. Owner, in a timely manner, shall provide City with all documents, applications, plans and other information necessary for City to carry out its obligations hereunder and to cause its planners, engineers and all other consultants to submit in a timely manner all necessary materials and documents. 8. Acquisition of Other Property; Eminent Domain In order to facilitate and insure development of the Project in accordance with the Amended Plan Set and the City Council's approval, City may assist Owner, at Owner's request and at Owner's sole cost and expense, in acquiring any easements or properties necessary for the satisfaction and completion of any off-site components of the Project required by the City Council to be constructed or obtained by Owner in the Council's approval of the Project and the Amended Plan Set, in the event Owner is unable to acquire such easements or properties or is unable to secure the necessary agreements with the applicable property owners for such easements or properties. Owner expressly acknowledges that City is under no obligation to use its power of eminent domain. 9. Maintenance Obligations on Property All of the Property subject to this Restated Agreement shall be maintained by Owner or its successors in perpetuity in accordance with City requirements to prevent accumulation of litter and trash, to keep weeds abated, and to provide erosion control, and to comply with other requirements set forth in the Municipal Code, subject to City approval. (a) If Owner subdivides the property or otherwise transfers ownership of a parcel or building in the Project to any person or entity such that the Property is no longer Page 5 of 25 East Jamie Court Restated DA -14- October 13,2006 under single ownership, Owner shall first establish an Owner's Association and submit Conditions, Covenants and Restrictions ("CC&Rs") to the City for review and approval by the City Attorney. Said CC&Rs shall satisfy the requirements of Section 19.36.040 of the Municipal Code. (b) Any provisions of said CC&Rs governing the Project relating to the maintenance obligations under this section shall be enforceable by the City. 10. Fees (a) Owner shall not be responsible for any fees imposed by the City in connection with the development and construction of the Project, except as otherwise set forth in this Restated Agreement. (b) No fee requirements (other than those identified herein) imposed by the City on or after the Effective Date and no changes to existing fee requirements (other than those currently subject to periodic adjustments as specified in the adopting or implementing resolutions and ordinances) that occur on or after the Effective Date, shall apply to the Project. (c) Any existing application, processing, administrative, legal and inspection fees that are revised during the term of this Restated Agreement shall apply to the Project, provided that (1) such fees have general applicability; (2) the application of such fees to the Property is prospective; and (3) the application of such fees would not prevent development in accordance with this Restated Agreement. 11. New Taxes Any subsequently enacted City-wide taxes shall apply to the Property, provided that: (1) the application of such taxes to the Property is prospective; and (2) the application of such taxes would not prevent development in accordance with this Restated Agreement. 12. Assessments Nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City pursuant to and in accordance with any statutory procedure for the assessment of property to pay for infrastructure and/or services which benefit the Property. 13. Additional Conditions Owner shall comply with all of the following requirements: (a) Sewer Main Improvements: City has constructed a new swift sewer main (the "Sewer Main") between the boundary of Slough Estates Britannia East Grand Project (the "Britannia East Grand Project") and City's pump station at the intersection of Swift Avenue and Kimball Way. The current estimate of the total Page 6 of 25 East Jamie Court Restated DA -15- October 13,2006 actual costs incur red in connection with the construction of the Sewer Main improvements is Three Million Fifty-Five Thousand Dollars ($3,055,000.00). The City Engineer has determined that Owner should contribute 17.2% of this total estimated cost, or Five Hundred Twenty-Five Thousand Four Hundred Sixty Dollars ($525,460.00), as a proportional share reflecting the benefits to the Property from the Sewer Main improvements, calculated according to projected estimated sewer flows within the Sewer Main. Substantially concurrently with, but not later than, the issuance of a building permit for any building within the Project, Owner shall pay City the amount of Five Hundred Twenty-Five Thousand Four Hundred Sixty Dollars ($525,460.00). To ensure that contributions toward construction of the Sewer Main improvements are fairly apportioned among the parties who receive the benefits of the Sewer Main, City shall reimburse Slough, LLC, in its capacity as developer of the Britannia East Grand Project, for the difference between the total actual costs incurred in connection with the construction of the Sewer Main improvements and the sum total of the contributions made by Slough, LLC, and Owner, which difference is currently estimated to be Dollars ($ .00). No later than January 31,2007, the City Engineer shall present Owner with a final accounting of the actual costs incurred in connection with the construction of the Sewer Main improvements. If this figure exceeds Three Million Fifty-Five Thousand Dollars ($3,055,000.00), Owner shall pay City a supplemental contribution equal to 17.2% of the difference. If this figure is less than Three Million Fifty-Five Thousand Dollars ($3,055,000.00), City shall pay Owner an amount equal to 17.2% of the difference. (b) East of 101 Traffic Impact Fees: Substantially concurrently with, but no later than, the issuance of a building permit for any building within the Project, Owner shall pay the East of 101 Traffic Impact Fee as established by Resolution of the City Council dated September 26, 2001 and as updated by Resolution of the City Council dated August 24, 2005, or as the fee may be updated and revised by the City Council in accordance with Section 1 O(b) above. Presently, the fee calculation would reflect the result of multiplying 162,000 square feet by the current total fee applicable to General Office or Research and Development uses of $2.11 per square foot, or Three Hundred Forty-One Thousand Eight Hundred Twenty Dollars ($341,820.00). As noted above, however, the actual fee paid depends on the fee schedule for the East of 101 Traffic Impact Fee in effect at the time of fee payment. (c) Public Art Contribution: Owner shall install and provide artwork for public display at the Project. Said artwork shall cost, in the aggregate, no less than One Hundred Sixty-Two Thousand Dollars ($162,000.00). Owner may satisfy a portion of this condition by installing a portion of the artwork within the "Bay Trail" to be installed by Owner at the Project in accordance with the permit (the "BCDC Permit") issued by the San Francisco Bay Conservation and Development Commission (the "BCDC"). The required artwork shall be installed at the Project no later than the date on which the certificate of occupancy is issued for the first Page 7 of 25 East Jamie Court Restated DA -16- October 13, 2006 building within the Project. The location of the artwork and the artwork to be installed by Owner shall be subject to the reasonable approval of the City prior to installation; provided, however, the location of any artwork to be installed within the "Bay Trail" and the artwork to be so installed also shall be subject to the reasonable approval of the BCDC prior to installation. Artwork installed pursuant to this Section shall be maintained by Owner or, in the event Owner's interest in the Property is conveyed or subdivided, by Owner's successors, or, if applicable, by the Owner's Association for the Project. If an association of owners is created, said maintenance obligations and a budget related thereto shall be included in the CC&Rs for the Project. The cost of the artwork to be installed pursuant to this Section shall be adjusted on each anniversary of the Effective Date in an amount equal to the lesser of (i) the percentage increase in the Engineering News Record Construction Cost index for the San Francisco Bay Area, and (ii) three percent (3%). (d) Public Safety. Owner shall provide access for public safety personnel, including Fire and Police, to a multi-use facility room to be located on the ground floor of one of the two buildings in the Project. At a minimum, this room shall include a storage closet approximately three (3) by five (5) feet in dimension with double doors, a phone jack, some sort of shelving units, and two (2) standard electrical outlets. Additionally, Owner shall, prior to issuance of a building permit, conduct or arrange to have conducted an emergency radio communications study to determine internal emergency radio communication need based on the individual building types in the Project. Owner shall furnish the Fire Chief with a copy of the results of this study. If the study reveals that the Project's internal radio communications are deficient, Owner shall, at its sole cost and expense, incorporate appropriate mitigation measures into the project design. Such mitigation measures could include, but shall not be limited to, internal communications wiring, signal boosting, and the installation of antennae and other related equipment. (e) Lower Portion of Bay Trail: Owner shall install all of the improvements constituting the lower portion of the "Bay Trail" no later than the second anniversary of the Effective Date. All such improvements shall be installed in accordance with the BCDC Permit. For purposes of this Restated Agreement, the lower portion of the "Bay Trail" shall mean the portion of the "Bay Trail" highlighted on the site plan attached hereto as Exhibit D and incorporated herein by reference. 14. Indemnity Owner agrees to indemnify, defend (with counsel selected by City subject to the reasonable approval of Owner) and hold harmless City, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or Page 8 of 25t East Jamie Court Restated DA -17- October 13,2006 inactions by Owner, or any actions or inactions of Owner's contractors, subcontractors, agents, or employees, in connection with the construction, improvement, operation, or maintenance of the Project, provided that Owner shall have no indemnification obligation with respect to gross negligence or willful misconduct of City, its contractors, subcontractors, agents or employees or with respect to the maintenance, use or condition of any public improvement after the time it has been dedicated to and accepted by the City or another public entity (except as provided in an improvement agreement or maintenance bond). 15. Interests of Other Owners Owner has no knowledge of any reason why Owner, and any other persons holding legal or equitable interests in the Property as of the Effective Date, will not be bound by this Restated Agreement. 16. Assignment (a) Right to Assign. Owner may at any time or from time to time transfer its right, title or interest in or to all or any portion of the Property. In accordance with Government Code Section 65868.5, the burdens of this Restated Agreement shall be binding upon, and the benefits of this Restated Agreement shall inure to, all successors in interest to Owner. As a condition precedent to any such transfer, Owner shall require the transferee to acknowledge in writing that such transferee has been informed, understands and agrees that the burdens and benefits under this Restated Agreement relating to such transferred property shall be binding upon and inure to the benefit of the transferee. (b) Notice of Assignment or Transfer. No transfer, sale or assignment of Owner's rights, interests and obligations under this Restated Agreement shall occur without the prior written notice to City and approval by the City Manager, which approval shall not be unreasonably withheld or delayed. The City Manager shall consider and decide the matter within ten (10) days after Owner's notice, provided all necessary documents, certifications and other information are provided to the City Manager. (c) Exception for Notice. Notwithstanding Section 16(b ), Owner may at any time, upon notice to City but without the necessity of any approval by the City, transfer the Property or any part thereof and all or any part of Owner's rights, interests and obligations under this Restated Agreement to: (i) any subsidiary, affiliate, parent or other entity which controls, is controlled by or is under common control with Owner, (ii) any member or partner of Owner or any subsidiary, parent or affiliate of any such member or partner, or (iii) any successor or successors to Owner by merger, consolidation, non-bankruptcy reorganization or government action. As used in this subsection, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through the ownership of voting securities, partnership interest, contracts (other Page 9 of 25 East Jamie Court Restated DA -18- October 13,2006 than those that transfer Owner's interest in the property to a third party not specifically identified in this subsection (c)) or otherwise. (d) Release Upon Transfer. Upon the transfer, sale, or assignment of all of Owner's rights, interests and obligations under this Restated Agreement pursuant to Section 16( a), Section 16(b ), or Section 16( c) of this Restated Agreement, Owner shall be released from the obligations under this Restated Agreement, with respect to the Property transferred, sold, or assigned, arising subsequent to the date of the City Manager's approval of such transfer, sale, or assignment or the effective date of such transfer, sale or assignment, whichever occurs later; provided, however, that if any transferee, purchaser or assignee approved by the City Manager expressly assumes any right, interest or obligation of Owner under this Restated Agreement, Owner shall be released with respect to such rights, interests and assumed obligations. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to the City Manager's approval. (e) Owner's Right to Retain Specified Rights or Obligations. Notwithstanding Section 16(a) and Section 16(c), Owner may withhold from a sale, transfer or assignment of this Restated Agreement certain rights, interests and/or obligations which Owner shall retain, provided that Owner specifies such rights, interests and/or obligations in a written document to be appended to or maintained with this Restated Agreement and recorded with the San Mateo County Recorder prior to or concurrently with the sale, transfer or assignment of the Property. Owner's purchaser, transferee or assignee shall then have no interest or obligations for such retained rights, interests and obligations and this Restated Agreement shall remain applicable to Owner with respect to such retained rights, interests and/or obligations. (f) Time for Notice. Within ten (10) days of the date escrow closes on any such transfer, Owner shall notify the City in writing of the name and address of the transferee. Said notice shall include a statement as to the obligations, including any mitigation measures, fees, improvements or other conditions of approval, assumed by the transferee. Any transfer which does not comply with the notice requirements of this Section and Section 16(b) shall not release the Owner from its obligations to the City under this Restated Agreement until such time as the City is provided notice in accordance with Section 16(b ). 17. Insurance (a) Public Liability and Property Damage Insurance. During the term of this Restated Agreement, Owner shall maintain in effect a policy of comprehensive general liability insurance with a per-occurrence combined single limit of not less than ten million dollars ($10,000,000.00) and a deductible of not more than ten thousand dollars ($10,000.00) per claim. The policy so maintained by Owner shall name Page 10 of25 East Jamie Court Restated DA -19- October 13,2006 the City as an additional insured and shall include either a severability of interest clause or cross-liability endorsement. (b ) Workers Compensation Insurance. During the term of this Restated Agreement, Owner shall maintain Worker's Compensation insurance for all persons employed by Owner for work at the Project site. Owner shall require each contractor and subcontractor similarly to provide Worker's Compensation insurance for its respective employees. Owner agrees to indemnify the City for any damage resulting from Owner's failure to maintain any such required insurance. (c) Evidence of Insurance. Prior to City Council approval of this Restated Agreement, Owner shall furnish City satisfactory evidence of the insurance required in subsections (a) and (b) and evidence that the carrier will provide the City at least ten (10) days prior written notice of any cancellation or reduction in coverage of a policy if the reduction results in coverage less than that required by this Restated Agreement. 1. In the event of a reduction (below the limits required in this Restated Agreement) or cancellation in coverage, or change in insurance carriers or policies, Owner shall, prior to such reduction, cancellation or change, provide at least ten (10) days prior written notice to City, regardless of any notification by the applicable insurer. If the City discovers that the policies have been cancelled or reduced below the limits required in this Restated Agreement and no notice has been provided by either insurer or Owner, said failure shall constitute a material breach of this Restated Agreement. 2. In the event of a reduction (below the limits required by this Restated Agreement) or cancellation in coverage, Owner shall have five (5) days in which to provide evidence of the required coverage during which time no persons shall enter the Property to construct improvements thereon, including construction activities related to the landscaping and common improvements. Additionally, no persons not employed by existing tenants shall enter the Property to perform such works until such time as the City receives evidence of substitute coverage. 3. If Owner fails to obtain substitute coverage within five (5) days, City may obtain, but is not required to obtain, substitute coverage and charge Owner the cost of such coverage plus an administrative fee equal to ten percent (10%) of the premium for said coverage. (d) The insurance shall include the City, its elective and appointive boards, commissions, officers, agents, employees and representatives as additional insureds on the policy. Page 11 of25 East Jamie Court Restated DA -20- October 13, 2006 18. Covenants Run With The Land The terms of this Restated Agreement are legislative in nature, and apply to the Property as regulatory ordinances. During the term of this Restated Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Restated Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion thereof, and any interest therein, whether by sale, operation of law or other manner, and they shall inure to the benefit of the Parties and their respective successors. 19. Conflict With State or Federal Law In the event that State or Federal laws or regulations, enacted after the Effective Date, prevent or preclude compliance with one or more provisions of this Restated Agreement, such provisions of this Restated Agreement shall be modified (in accordance with Section 20 set forth below) or suspended as may be necessary to comply with such State or Federal laws or regulations. Notwithstanding the foregoing, Owner shall have the right to challenge, at its sole cost, in a court of competent jurisdiction, the law or regulation preventing compliance with the terms of this Restated Agreement and, if the challenge in a court of competent jurisdiction is successful, this Restated Agreement shall remain unmodified and in full force and effect. 20. Procedure for Modification Because of Conflict With State or Federal Laws. In the event that State or Federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Restated Agreement or require changes in plans, maps or permits approved by the City, the Parties shall meet and confer in good faith in a reasonable attempt to modify this Restated Agreement to comply with such State or Federal law or regulation. Any such amendment or suspension of this Restated Agreement shall be approved by the City Council in accordance with Chapter 19.60 of the Municipal Code. 21. Periodic Review (a) During the term of this Restated Agreement, the City shall conduct "annual" and/or "special" reviews of Owner's good faith compliance with the terms and conditions of this Restated Agreement in accordance with the procedures set forth in Chapter 19.60 of the Municipal Code. City may recover reasonable costs incurred in conducting said review, including staff time expended and attorneys' fees. (b) At least five (5) calendar days prior to any hearing on any annual or special review, City shall mail Owner a copy of all staff reports and, to the extent practical, related exhibits. Owner shall be permitted an opportunity to be heard orally or in writing regarding its performance under this Restated Agreement Page 12 of 25 East Jamie Court Restated DA -21- October 13,2006 before the City Councilor, if the matter is referred to the Planning Commission, then before said Commission. Following completion of any annual or special review, City shall give Owner a written Notice of Action, which Notice shall include a determination, based upon information known or made known to the City Councilor City's Planning Director as of the date of such review, whether Owner is in default under this Restated Agreement and, if so, the alleged nature of the default, a reasonable period to cure such default, and suggested or potential actions that City may take if such default is not cured by Owner. 22. Amendment or Cancellation of Restated Agreement This Restated Agreement may be further amended or terminated only in writing and in the manner set forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter 19.60 of the Municipal Code. 23. Restated Agreement is Entire Agreement. This Restated Agreement and all exhibits attached hereto or incorporated herein contain the sole and entire agreement between the Parties concerning Owner's entitlements to develop the Property. The Parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Restated Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each Party acknowledges that it has relied on its own judgment in entering into this Restated Agreement. The Parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. 24. Events of Default Owner shall be in default under this Restated Agreement upon the happening of one or more of the following events: (a) If a warranty, representation or statement made or furnished by Owner to the City is false or proves to have been false in any material respect when it was made; or (b) A finding and determination by the City made following an annual or special review under the procedure provided for in Government Code Section 65865.1 and Chapter 19.60 of the Municipal Code that, upon the basis of substantial evidence, Owner has not complied in good faith with the terms and conditions of this Restated Agreement; or, (c) Owner fails to fulfill any of its obligations set forth in this Restated Agreement and such failure continues beyond any applicable cure period provided in this Restated Agreement. This provision shall not be interpreted to create a cure period for any event of default where such cure period is not specifically provided for in this Restated Agreement. Page 13 of 25 East Jamie Court Restated DA -22- October 13,2006 25. Procedure Upon Default (a) Upon the occurrence of an event of default, City may terminate or modify this Restated Agreement in accordance with the provisions of Government Code Section 65865.1 and of Chapter 19.60 of the Municipal Code. (b) The City shall not be deemed to have waived any claim of defect in Owner's performance if, on annual or special review, the City does not propose to terminate this Restated Agreement. (c) No waiver or failure by the City or Owner to enforce any provision of this Restated Agreement shall be deemed to be a waiver of any provision of this Restated Agreement or of any subsequent breach of the same or any other proVISIOn. (d) Any actions for breach of this Restated Agreement shall be decided in accordance with California law. The remedy for breach of this Restated Agreement shall be limited to specific performance. (e) The City shall give Owner written notice of any default under this Restated Agreement, and Owner shall have thirty (30) days after the date of the notice to cure the default or to reasonably commence the procedures or actions needed to cure the default; provided, however, that if such default is not capable of being cured within such thirty (30) day period, Owner shall have such additional time to cure as is reasonably necessary. 26. Attorneys' Fees and Costs (a) Action By Party. If legal action by either Party is brought because of breach of this Restated Agreement or to enforce a provision of this Restated Agreement, the prevailing Party is entitled to reasonable attorney's fees and court costs. (b) Action By Third Party. If any person or entity not a party to this Restated Agreement initiates an action at law or in equity to challenge the validity of any provision of this Restated Agreement or the Project approvals, the Parties shall cooperate in defending such action. Owner shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse City for all reasonable court costs and attorneys' fees expended by City in defense of any such action or other proceeding. 27. Severability If any material term or condition of this Restated Agreement is for any reason held by a final judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a material change in the consideration for this Restated Agreement, then either Party may elect in writing to invalidate this entire Restated Agreement, and this entire Page 14 of25 East Jamie Court Restated DA -23- October 13,2006 Restated Agreement shall be deemed null and void and of no further force or effect following such election. 28. No Third Parties Benefited No person other than City, Owner, or their respective successors is intended to or shall have any right or claim under this Restated Agreement, this Restated Agreement being for the sole benefit and protection of the Parties and their respective successors. Similarly, no amendment or waiver of any provision of this Restated Agreement shall require the consent or acknowledgment of any person not a party or successor to this Restated Agreement. 29. Binding Effect of Restated Agreement The provisions of this Restated Agreement shall bind and inure to the benefit of the Parties originally named herein and their respective successors and assigns. 30. Relationship of Parties It is understood that this Restated Agreement is a contract that has been negotiated and voluntarily entered into by City and Owner and that the Owner is not an agent of City. The Parties do not intend to create a partnership, joint venture or any other joint business relationship by this Restated Agreement. City and Owner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Owner joint venturers or partners. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of City in connection with the performance of Owner's obligations under this Restated Agreement. 31. Bankruptcy The obligations of this Restated Agreement shall not be dischargeable in bankruptcy. 32. Mortgagee Protection: Certain Rights of Cure (a) Mortgagee Protection. This Restated Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Restated Agreement or a memorandum of this Restated Agreement is recorded with the San Mateo County Recorder, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, invalidate, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Restated Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees ("Mortgagees") who acquire title to the Property or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. Page 15 of25 East Jamie Court Restated DA -24- October 13,2006 (b) Mortgagee Not Obligated. No foreclosing Mortgagee shall have any obligation or duty under this Restated Agreement to construct or complete the construction of any improvements required by this Restated Agreement, or to pay for or guarantee construction or completion thereof. City, upon receipt of a written request therefor from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Owner under this Restated Agreement, provided that all defaults by Owner hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply with all of the provisions of this Restated Agreement. (c) Notice of Default to Mortgagee. If City receIves notice from a Mortgagee requesting a copy of any notice of default given to Owner hereunder and specifying the address for service thereof, City shall deliver to the Mortgagee concurrently with service thereof to Owner, all notices given to Owner describing all claims by the City that Owner has defaulted hereunder. If City determines that Owner is in noncompliance with this Restated Agreement, City also shall serve notice of noncompliance on the Mortgagee, concurrently with service thereof on Owner. Until such time as the lien of the Mortgage has been extinguished, City shall: (i) Take no action to terminate this Restated Agreement or exercise any other remedy under this Restated Agreement, unless the Mortgagee shall fail, within thirty (30) days of receipt of the notice of default or notice of noncompliance, to cure or remedy or commence to cure or remedy such default or noncompliance; provided, however, that if such default or noncompliance is of a nature that cannot be remedied by the Mortgagee or is of a nature that can only be remedied by the Mortgagee after such Mortgagee has obtained possession of and title to the Property, by deed-in- lieu of foreclosure or by foreclosure or other appropriate proceedings, then such default or noncompliance shall be deemed to be remedied by the Mortgagee if, within ninety (90) days after receiving the notice of default or notice of noncompliance from City, (A) the Mortgagee shall have acquired title to and possession of the Property, by deed-in-lieu of foreclosure, or shall have commenced foreclosure or other appropriate proceedings, and (B) the Mortgagee diligently prosecutes any such foreclosure or other proceedings to completion. (ii) If the Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings by reason of any process or injunction issued by any court or by reason of any action taken by any court having jurisdiction over any bankruptcy or insolvency proceeding involving Owner, then the times specified above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. Page 16 of25 East Jamie Court Restated DA -25- October 13,2006 (d) Performance By Mortgagee. Each Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Restated Agreement, to do any act or thing required of Owner under this Restated Agreement, and to do any act or thing not in violation of this Restated Agreement, that may be necessary or proper in order to prevent termination of this Restated Agreement. All things so done and performed by a Mortgagee shall be as effective to prevent a termination of this Restated Agreement as the same would have been if done and performed by Owner instead of by the Mortgagee. No action or inaction by a Mortgagee pursuant to this Restated Agreement shall relieve Owner of its obligations under this Restated Agreement. (e) Mortgagee's Consent to Modifications. Subject to the sentence immediately following, City shall not consent to any amendment or modification of this Restated Agreement unless Owner provides City with written evidence of each Mortgagee's consent, which consent shall not be unreasonably withheld, to the amendment or modification of this Restated Agreement being sought. Each Mortgagee shall be deemed to have consented to such amendment or modification if it does not object to City by written notice given to City within thirty (30) days from the date written notice of such amendment or modification is given by City or Owner to the Mortgagee, reasonable evidence of the delivery of which notice shall be provided to City if given only by Owner. 33. Estoppel Certificate Either Party from time to time may deliver written notice to the other Party requesting written certification that, to the knowledge of the certifying Party (i) this Restated Agreement is in full force and effect and constitutes a binding obligation of the Parties; (ii) this Restated Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications; and (iii) the requesting Party is not in default in the performance of its obligations under this Restated Agreement, or if in default, describing therein the nature and monetary amount, if any, of the default. A Party receiving a request hereunder shall endeavor to execute and return the certificate within ten (10) days after receipt thereof, and shall in all events execute and return the certificate within thirty (30) days after receipt thereof. However, a failure to return a certificate within ten (10) days shall not be deemed a default of the Party's obligations under this Restated Agreement and no cause of action shall arise based on the failure of a Party to execute such certificate within ten (10) days. The City Manager shall have the right to execute the certificates requested by Owner hereunder provided the certificate is requested within six (6) months of the annual or special review. City acknowledges that a certificate hereunder may be relied upon by permitted transferees and Mortgagees. At the request of Owner, the certificates provided by City establishing the status of this Restated Agreement with respect to any lot or parcel shall be in recordable form, and Owner shall have the right to record the certificate for the affected portion of the Property at its cost. Page 17 of25 East Jamie Court Restated DA -26- October 13, 2006 34. Force Maieure Notwithstanding anything to the contrary contained herein, either Party shall be excused for the period of any delay in the performance of any of its obligations hereunder, except the payment of money, when prevented or delayed from so doing by certain causes beyond its control, including, and limited to, major weather differences from the normal weather conditions for the South San Francisco area, war, acts of God or of the public enemy, fires, explosions, floods, earthquakes, invasions by non-United States armed forces, failure of transportation due to no fault of the Parties, unavailability of equipment, supplies, materials or labor when such unavailability occurs despite the applicable Party's good faith efforts to obtain same (good faith includes the present and actual ability to pay market rates for said equipment, materials, supplies and labor), strikes of employees other than Owner's, freight embargoes, sabotage, riots, acts of terrorism and acts of the government. The Party claiming such extension of time to perform shall send written notice of the claimed extension to the other Party within thirty (30) days from the commencement of the cause entitling the Party to the extension. 35. Rules of Construction and Miscellaneous Terms (a) The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory, "may" is permissive. (b) Time is and shall be of the essence in this Restated Agreement. (c) Where a Party consists of more than one person, each such person shall be jointly and severally liable for the performance of such Party's obligation hereunder. (d) The captions in this Restated Agreement are for convenience only, are not a part of this Restated Agreement and do not in any way limit or amplify the provisions thereof. (e) This Restated Agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date thereof. 36. Exhibits Exhibit A - Legal Description and Map of Property Exhibit B - Original Use Permit Exhibit C - Amended Plan Set Exhibit D - Site Plan (Depicting Lower Portion of "Bay Trail") Page 18 of25 East Jamie Court Restated DA -27- October 13, 2006 37. Notices All notices required or provided for under this Restated Agreement shall be in writing and delivered in person (to include delivery by courier) or sent by certified mail, postage prepaid, return receipt requested or by overnight delivery service. Notices to the City shall be addressed as follow: City Clerk P.O. Box 711, 400 Grand Avenue South San Francisco, CA 94080 Notices to Owner shall be addressed as follows: ARE-East Jamie Court, LLC c/o Alexandria Real Estate Equities, Inc. 385 E. Colorado Boulevard, Suite 299 Pasadena, CA 911 01 Fax: (626) 578-7318 Attn: Corporate Secretary A Party may change its address for notice by giving notice in writing to the other Party and thereafter notices shall be addressed and transmitted to the new address. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Page 19 of 25 East Jamie Court Restated DA -28- October 13, 2006 IN WITNESS WHEREOF this Restated Agreement has been executed by the parties on the day and year first above written. CITY OF SOUTH SAN FRANCISCO By: Barry M. Nagel, City Manager ATTEST: City Clerk APPROVED AS TO FORM Steven T. Mattas, City Attorney OWNER ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company By: Alexandria Real Estate Equities, L.P., a Delaware Limited Partnership, Managing Member By: ARE-QRS, Corp., a Maryland Corporation, General Partner By: Print Name: Print Title: Page 20 of 25 East Jamie Court Restated DA -29- October 13,2006 EXHIBIT A PROPERTY DESCRIPTION All that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: LEGAL DESCRIPTION PARCEL 2, AS DESIGNATED ON THE MAP ENTITLED "PARCEL MAP, BEING A RESUBDIVISION OF PARCEL 5, AS SAID PARCEL IS DELINEATED AND SO DESIGNATED UPON THAT CERTAIN PARCEL MAP RECORDED IN BOOK 47 OF PARCEL MAPS AT PAGES 4 & 5, SAN MATEO CO. RECORDS, SOUTH SAN FRANCISCO, SAN MATEO CO., CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON OCTOBER 23,1981, IN BOOK 51 OF MAPS AT PAGES 96 AND 97. EXCEPTING THEREFROM, WATER RIGHTS AS LIE BENEATH THE SURF ACE OF THE EARTH, WITH NO RIGHT OF SURFACE ENTRY, AS CONTAINED IN THAT QUITCLAIM DEED FROM ARTHUR S. HASKINS, JR., TO CALIFORNIA WATER SERVICE COMPANY, A CALIFORNIA CORPORATION, DATED OCTOBER 2, 1981, AND RECORDED OCTOBER 30, 1981, UNDER INSTRUMENT NO. 2299-A T, RECORDS OF SAN MATEO COUNTY. ASSESSOR'S PARCEL NO. 015-102-120 JOINT PLANT NO. 015-010-102-25A METES AND BOUNDS DESCRIPTION PARCEL 2, AS DESIGNATED ON THE MAP ENTITLED "PARCEL MAP, BEING A RESUBDIVISION OF PARCEL 5, AS SAID PARCEL IS DELINEATED AND SO DESIGNATED UPON THAT CERTAIN PARCEL MAP RECORDED IN BOOK 47 OF PARCEL MAPS AT PAGES4& 5, SAN MATEO CO. RECORDS, SOUTH SAN FRANCISCO, SAN MATEO CO., CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON OCTOBER 23,1981, IN BOOK 51 OF MAPS AT PAGES 96 AND 97. BEGINNING AT THE SOUTHWEST CORNER OF PARCEL 2, THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 2, NORTH, 115.08 FEET; THENCE WEST, 20.78 FEET; THENCE NORTH, 201.65 FEET; THENCE EASTERLY ALONGTHE ARC OF A NON-TANGENT CURVE TO THE RIGHT, THE RADIUS POINT OF WHICH BEARS SOUTH 43050'30" EAST, 30.00 FEET THROUGH A CENTRAL ANGLE OF 47000'48", AN ARC DISTANCE OF 24.62 FEET; THENCE SOUTH 86049'42" EAST, 874.36 FEET; THENCE SOUTH 275.50 FEET; THENCE SOUTH 89055'25" WEST, 874.68 FEET; TO THE POINT OF BEGINNING, CONTAINING 6.13 ACRES, MORE OR LESS. Page 21 of 25 East Jamie Court Restated DA -30- October 13, 2006 EXHIBIT A (Cont'd.) PROPERTY MAP [ See Following Page] Page 22 of 25 East Jamie Court Restated DA -31- October 13,2006 East Jamie Court Restated DA EXHIBIT B ORIGINAL USE PERMIT [ See Following Pages] Page 23 of 25 -32- October 13,2006 East Jamie Court Restated DA EXHIBIT C AMENDED PLAN SET [ See Following Pages] Page 24 of 25 -33- October 13,2006 EXHIBIT D SITE PLAN (DEPICTING LOWER PORTION OF "BAY TRAIL") [ See Following Page] Page 25 of 25 East Jamie Court Restated DA -34- October 13,2006 PRELIMINARY GRADING & DRAINAGE PLAN ffi O' 80' I ( ,/ 'I ~, ~</k ~<i ~h '\ ~ ,- ltC- f ," ~ ,\"',/~.c: ._ ')/ V .. ,,,-)::/ /,~~ 0,,,//1 '/:~... ",0 ~;>'\,\ ~ ., .~. ))~ y z,,; J~t: ~--,,\~ C~\~ b -., , ~'~.~.0::-....._.~." ~..~~,.d'.TI P"'C \ " ~. ....c.. .- ~~.' : ~% ., .~ ss.sS' 7.i~4' .~7_ /- '1': ',< f~ i: , ~ ~ fJ) I EAsT JAMIE COURT ~ . ~ 1 WEST BUILDING !II ~ ~. .' .., ~ ~ /--- "".......- ON_ I ... , -':'NOTU'~ .......~ .., lllC; ~HOTI8'~ 11I----- , ... -............. ...~ -- ..- .." ---- , .... -- .... _....~ .." ,....Gr. II'......,~ _WIIIlII'l~ .... il""'., ................... .. ...~ "".Gr. iHL....... ...................... .. ...~ 1"".lJIr. -...,.,....... ,." 0- .... i -- t..c. ........,ANNl.IN.II IHI......... ~..u-* ..- 10.t. __'!lid'" I - ...- ,." -- ... tG,t. ,"'Ir~_ -- .... 1....1tMo.'MIoII...JN.Da...MIilltI --- 1Q.C. --- ,- I u 1_~lr_ ~OIIII""" .... ...._'OII~ .... .... -- I tG.t. ~....~.... ~.. .-.... .......... .." ....... ...- .. .... -- , .... ...._u-.. 1 - ,... ,..... ,... ~ ,... ,. "'1pICffI~larpl~fDrNelCllWlIUb.nlu.rlrnWcn .... '" .... 2. . ~""""'onIyfnlm Ck-.ood DtylI_,ll5I5E. nhlll4iO, L.onge.ch.CA ~.(310) "" '" _. ,... ,... '" -1 3.. PtrormJumt~nut_~by.wrtIIn""'NlngIw'l""rwnId~ 1Ind.,.....ItI.lD,formIIldcolor. 8ubmI.ownerancl~~ PTDc:Iof~1Ild punlMHmllIlMo '- lubmIIecI wIItIln tJIrO......of..,aalccttnc:l PRELIMINARY LANDSCAPE PLAN i.....CIIII.......c...t.. IRfUGATlONNOlU 1 IRNClAnoN ONION ~AU.RZO~ ~"WA""CONIJIIMHG PLANTIANO FOR MICAO CUMo\TEI INCL.UOlNG COOl, ItW)IO I>M) ltlIlOTIC1'&O AAE.\I, .... MLL AI HOT, 8lJN<< Ah'O 'NNT'f' ..,.. 2 I.AvtlUTSWIlL II! 1H!8lONEDI'0ft MINMlM IUINQI1 ANOOvPSPAAY ONTO ~AA:EA& 3 LOWVOl.UMESPfl:H<1MIttW.l'.lMIOWlTHHlAC-TC)..ti6AO~ lUULeR lRNOAnoN IHf.U. I! V11UZIOA,TTllI.. TO PAOMO'l'tDllP'Y'M'mlfII(l .4 8ACHf'LOW PI'lEYENTERltWJ. KA. T'n'e:-""'""lOV1O 'YOll.INITAU.mI"El\\.~ oooes , WMlKLMI8tlllr,LL"'VlI"N8MlftE. COWENIATINB FEAT\IIl:E wt'IH!W1l: PO&IlIl..& TO PAlWNTFOGOINGND MllTH)AHC!TOPAiVINTWlNQ OIaFT. SP"l<<l.... Cll'lOJITlJoW.l HAVE A 0tl(:K v~vt INITALLED WHERe NECESSNtYTO .IWZEOR~LOWkl!AO~E I FOlJ.O'MHQ CITY STAn N'P'fIfOVALll. A'UIl~O NIWlT lET OF MAWINGSlll-IAUIE PAEfOAIlEOAND SUllWITTBl, IHCt.I.ONO ADlTAUOIVUGA'T1ON:1"l..AI'<. ... ------ ------.----- -~ ffi Pl.ANT LIST ABBREVIAl"J()NS. NGlI: Thll lilt Io;lflIIerwllh 1M 114M! lilt prtpared by CoIorlg & TInlQUChI """'tKClllmpanyN canncb'll'IUlMIyotGlr(l) SL ....1M1n.1ftigIlt. 0DINwt....,. Hllr. HIth~llmIle.,....nov.rootIlaIl5'm;n.IOf1!igdon~ff'*.IO':M.--- No Top Ho1opplflfllll'prl,IllInfoluppw'-'ttllll ".Of IrtnchedtoQro.nt F & B I"~~. buatrt. wIQotoiA .,..., wWlyN\g~"""I,**,llll'IlHwlchM. ~(I~ pl&flw N.v,a.-3IlOlO ~upr\gllt_lhepl30~or""lpIIlIft~1NllI.n N,v.I,""cItg. ~~...~45""I(It""~i'lilrIncM'unk~ No.W~Br NoetoMJylpecedwNlttdbrlnehel. SlllMtilYlft~bIIndl~ MIllen ~....Icwtrl.CIlll*.btIindlIng....;~.. SMctbm_I(It,_em-.tor..-.-. _"Iency!lltll\ltlllft~plan. IllQllf>e....pIan'*wltNn.IJIllUPOf___lll~~.~r'*<l _. T~. TI'MFllfft!I S,F SM.IbFOlm N.F ~uprlgMFcmI I.R. ._.... I&B leIledlndlknip MlJllSl MuII.1MInIId RIll "-'" ClUDlGIlIam...1Il Oft OI*,II--'-.,.cIIId In fat s..~lltvub(l.c. p1d-G-fcrlao/Dllt "" "".... PN. I~ G.C 0lI11orl c.. N.C."'. No Common__ TrtlF SlllldnllnvF(ItI!IIfor~~ v.,. Qj- ....... CIIr--. Hill F. ..... Form {~l 81tm up., St.m up 10 IDqI(III nM and lCMW tnndl ~ N.Drp,1 NoIont~dfOClt)lngtnnct-. SIdI. $liIndlrOi 20' 0' 40' 80' / SAN FRANCISCO BAY ---- ----- ~ EXISTING PUBLIC ACCESS PARKING SITE PLAN GROUND LEVEL 28,700 GSF SECOND LEVEL 29,000 GSF THIRD LEVEL 29,000 GSF TOTAL WEST BUILDING 86,700 GSF GROUND LEVEL 24,800 GSF SECOND LEVEL 25,250 GSF THIRD LEVEL 25,250 GSF TOTAL EAST BUILDING 75,300 GSF FAR = 162,000 SF /267,023 SF = .61 ffi O' 30' 60' PRINCIPAL PROPERTY AREA: 6.13 ACRES (267,023 SF) PARCEL MAP: PARCEL 2 (BK 51 P.M. PG97) ASSESSOR'S PARCEL NUMBER: APN-015-102-250 GROUND FLOOR PLAN " ...- ,#' ,:-{j'-'y '''ARATior-i ffi O' 10' 40' PARKING LEVEL PLAN ffi EAST JAMIE COURT - ~j ~ :t.. ~o> .- {-" ) ELEVATIONS 40' 0' O' BAYSIDE ELEVATIONS EAST JAMIE COURT ELEVATIONS Staff Re20rt AGENDA ITEM #5 DATE: December 13,2006 TO: Honorable Mayor and City Council FROM: Barry M. Nagel, City Manager SUBJECT: Proposed Amendments to San Mateo County Council of Cities Bylaws RECOMMENDATION: It is recommended that the City Council give direction to the Mayor or his designee, as the voting member on the City Selection Committee, regarding the proposed amended Bylaws for the San Mateo County Council of Cities. BACKGROUNDIDISCUSSION Beginning at the January 2006 meeting of the San Mateo County Council City Selection Committee and Council of Cities meeting, Mayors and Councilmembers expressed interest in making certain amendments to the Bylaws of the San Mateo County Council of Cities. At the behest of the members present, a subcommittee of the Council of Cities was appointed consisting of Chair Nadia Holober (Millbrae), Vice Chair Deborah Gordon (Woodside) and Mayor Tom Kasten (Hillsborough). The Subcommittee discussed changes to the Bylaws over a period of several months, taking into account the requests of San Mateo County Councilmembers and mandates of the California Government Code. Proposed changes were drafted and reviewed by the Office ofthe County Counsel. Amended Bylaws were presented at the September 15,2006 meeting of the Council of Cities meeting for review. The review period ended on September 29, 2006, and in response the subcommittee made additional revisions. At the October 27,2006 meeting, the final Draft Bylaws were distributed to attendees to take back to their respective cities to give direction to the Mayors, the voting members ofthe City Selection Committee, regarding the approval ofthe new Bylaws. It should be noted that, upon the suggestion of County Counsel's office, the drafting of rules and procedures specific to the City Selection Committee has been initiated. The City Selection Committee met on November 17, 2006 to vote to approve or disapprove the amended Bylaws for the San Mateo County Council of Cities as they are currently drafted. Since there were not sufficient votes to approve the proposed bylaws, the item will be brought back for consideration by the City Selection Committee on December 15, 2006. Staff Report December 13, 2006 Subject: Proposed Amendments to San Mateo County Council of Cities Bylaws Page 2 FISCAL IMPACT There is no direct fiscal impact as a result of the amendment. CONCLUSION It is recommended that the City Council provide direction to the Mayor as outlined in the City Council Protocols regarding the proposed amended Bylaws. By: BMN:ips Attachment: Draft of Proposed Bylaws of the San Mateo County Council of Cities BYLAWS OF THE SAN MATEO COUNTY COUNCIL OF CITIES These bylaws were originally adopted by the Council of Cities, formerly named Council of Mayors ofthe Cities of San Mateo County, on the second day of December, 1966 and amended several times thereafter. The last prior revision was adopted in December 1999. For the purpose of providing for the orderly conduct of the affairs of the existing San Mateo County Council of Cities, there are hereby adopted the following Procedural procedural Bylaws. ARTICLE I - Name The name of the organization shall be the "San Mateo County Council of Cities,,", and may be referred to as the "Council of Cities".''' successor to the Council of Mayors of the Cities of San Mateo County. ARTICLE II - Purposes Section 1. The Council of Cities shall have as its principal purpose the promotion of a spirit of cooperation among the cities of the San Mateo County and enhancement of the public health, safety and welfare. Section 2. In addition, the Council of Cities shall have the following purposes: (a) To provide a forum for the elected officials for the discussion and dissemination of information of county wide or area wide interest and to make recommendations thereon for the guidance of the officials of the Federal Government, the State Government, the County Government, cities and other agencies~.; (b) To make recommendations for tfle-.guidance ef-to the various cities in San Mateo County for the purpose of establishing a uniformity of operationand promoting coordination of effOlis where such unifonnity is deemed desirable to the inhabitants of the County; (c) To make recommendations for appointments, or to make appointments where appropriate, or required by law, to various commission, boards, groups, agencies or entities deemed in the public welfare by the Council of Cities. Section 3. The Council of Cities is an informal organization and shall not have the authority to enter into contracts or to create obligations binding on either itself or its membership other than those obligations expressly provided by Federal, State or Local laws and then only when formally approved in accordance with law. Section 4. The Council of Cities shall not participate in or endorse any political activity involving any individual candidate for public office or otherwise prohibited bv law. The selection of officers within Article IV herein shall not be considered a political activity subject to this section. ARTICLE III - Membership Section 1. Each city in San Mateo County which subscribes to the purposes of the organization shall be eligible for membership. (a) Participating member. Participating members are all ofthe Mayors and Council members of the Cities of San Mateo County. (b) V oting members. The Mayor of each member city in San Mateo County, CUlTent in a~)sessment, shall be the voting member and shall be entitled to one vote. In the absence of the Mayor, the chairperson of the organization must receive written notification authorizing a council member as the designated alternate to vote on behalf of the city. The designated alternate may be different from the alternate designated for the City Selection Committee proceedings..,.=t *The designated alternate may be different from the alternate designated for the City Selection Committee proceedings. Section 2. Any City may terminate its participation at any time by giving written notice to the secretarvltreasurer reflecting formal action by the city council. ARTICLE IV - Officers Section 1. The offices of the organization shall consist of a chairperson, vice- chairperson, and secretaryL,treasurer and parliamentarian. Section 2. The chairperson~ and-vice-chairperson and secretary/treasurer shall be mayors or councilmembers at the time of taking office and shall be elected by the membership at the December meeting to serve for a term oftwelve (12) months commencing on January 1st. Section 3. The secretary and the treasurer shall be members appointed by the chairperson, and shall serve during the term of the Chairperson. Any councilmember or mayor interested in serving as an officer may express his or her interest and qualifications in writing to the Secretary of the City Selection Committee. who will immediately circulate the letter of interest to member cities. The candidate should take into consideration the timing of the various city council meetings. Section 1. The parliamentarian shall be a city council member, and shall be appointed annually by the chairperson. In the absence of the parliamentarian, the chairperson shall appoint an acting parliamentarian. Section~. Nominations for officers of the organization shall be made from the floor at the December meeting. All nominations and seconds shall be made by voting members only. Section 6~. An election for each office, beginning with that of chairperson, shall be immediately after all nominations for that office have been closed. Voting for contested offices shall be by ballot as prescribed by /\Iticle VII, Section 8, collected and counted by the secretarYL- treasurer in the presence of two non-candidates selected by the chairperson. Section +2,. The chairperson shall preside at all meetings, may call special meetings and must call special meetings when requested by eleven (11)a maiority of the member cities. +fie chairperson shall appoint a secretary and a treasurer and shall have such other duties as are usual incident to such office and as elsevlhere herein provided. Section &1. The vice-chairperson shall perform the duties ofthe chairperson in the absence of the chairperson~ and shall chair the program committee as set fOlth in Section V. Section l(b). Section 9~. All officers shall serve without compensation. Section -W.2. The chairperson" ef-vice-chairperson or secretary/treasurer may be removed from office at any time by the affirmative vote of eleven (ll)a majority of the member cities. ARTICLE V -Committees Section 1. Standing Committees. (a) Legislatiye Committee. f~ legislative committee shall be established to define and conununicate the interests of the member cities to county, state and federal representatives and shall operate as follow: (i) The committee shall bring to the attention of member cities any legislation that vvill impact cities; (ii) The committee may act, \vithoat a vote by member cities. on specific legislution \vhich appears in by the League of California Cities legislative bulletin; San Mateo County Council of Cities Bylaws (Revised 1/91Proposed Revisions 2006) Page 4 (iii) Each member city has the right to appoint a member to the committee. The committee chairperson shall be elected by the conm1ittee members; aOO (i'.') "^~ quorum shall consist of six (6) members. (bEl:) Program Committee. A- The chair shall appoint a program committee shall be established to develop timely and informative programs for the monthly meetings and shall operate as follows: (i) The committee may consist of three or fewer members; (ii) The vice chairperson of the orgm1ization shall be one of the committee members and its chairperson; (iii) The vice chairperson of the organization may appoint, the remaining committee members; (wiD Mayors and ,council members and city managers shall be eligible to serve on the committee. Section 2{Q). Special Committees. (aD The organization may from time to time establish one or more special committees. The Chairperson chairperson of the organization, "vith the consent of the member cities, shall make all appointments to each special committee and shall designate the chairperson thereof. (biD Mayors and ,council members and city managers are eligible to serve on special- committees. ARTICLE VI - Meetings Section 1. Except a~ may be necessary to meeting jointly "'lith the Peninsula Division of the League of California Cities and to avoid meeting during holiday persons, regular Regular meetings of the Council of Cities shall be held on the fourth Friday of each month except when necessary to avoid conflict with holiday periods. The Mayor and city council of each member city shall be given at least ten (10) days notice of the time and place of each meeting, together with an agenda of the matters to be considered, including any election to Qe conducted or appointment to be made. San Mateo County Council of Cities Bylaws (Revised 1/91Proposed Revisions 2006) Page 5 Section 2. \Vith its consent ajoint regular meeting shall be held Ulmually with the Peninsula Division of the League of California Cities. With the consent of the member cities and the Peninsula Di'/ision, joint regular meetings may be held more often than Ulmually. Section ~~. Meeting shall be held throughout the county and shall to the greatest extent practicable alternate between the include venues in the northern. central and southern parts of the county. For the purpose of this section the northern part of the county inchldes the cities of Half Moon Bay, San Mateo and Foster City and all cities to the north thereof. Section 41. Any meeting may be canceled by the affirmative vote of eleven (11)~ maiority ofthe member cities. ARTICLE VII - Conduct of Business Section 1. A quorum is required for the conduct of any business of the Council of Cities requiring a vote and shall consist of voting members from elevcn (11 )of a maioritv of the member cities. Section 2. Except as pro','ided herein, action shall be taken by motion or resolution passed or adoptcd by a mojority of voting members present and voting. Section 3. The City Managers' Association of San Mateo County may be requested to prepare background infonnation and policy options prior to the consideration and adoption of any policy by the organization. Section 4~. Prior to taking any action and except as provided in Article VII" Section 61, sufficient time should be allowed for member cities to agendize and discuss at their respective city council meetings, matters which will be coming before the organization. Section ~1. Members of the San Mateo County Board of Supervisors, other elected officials, city stafffi members, guests and media representatives are welcome to attend any regular or specially called meeting of the Council of Cities. Appointed representatives of the Council of Cities or City Selection Committee who have reports should request placement on the agenda. A report from a member of the San Mateo County Board of Supervisors shall be placed on the agenda of each meeting and a member shall be recognized at each meeting of the organization. Voting members and other individuals may address the members when recognized by the chairperson. Section 61. The Council of Cities shall not act on any item not previously posted on the agenda (i.e., endorse, nominate, appoint, support, or pass any resolution of support, or motion in connection therewith) unless permission to so act has been received by two-thirds (2/3) of the San Mateo County Council of Cities Bylaws (Revised 1/91Proposed Revisions 2006) Page 6 voting members present with a minimum of eleven (11) votes. In the event such approval is not obtained, the matter must be included in the minutes of the meeting and added to the agenda at the next regular meeting. Section 7. fJl appointments made by the Council of Cities to county "vide or area wide agencies shall require the affirmative vote as prescribed below. * (a) When not required by Statute to be a set number, the affirnlutive vote required will be ele'v'en (11) member cities. * * (b) The agenda of any meeting of the organization may allov; for the joint conduct of business of the City Selection Committee. (c) Unless othenvise prescribed by legislation, appointments made by the Council of Cities shall be for terms of two years. Section &2. Voting on issues or appointment of city representative to boards, commission, committees and agencies shall be done in the following manner: (a) All contested voting shall be done by written ballot, whichand shall include the name of each person casting the ballot, the city represented and how that person voted; (b) After all votes have been counted" the chair will announce the results of the vote of each person casting a ballot. Those votes shall be included inJ-he minutes of the meeting. The ballots shall remain with the secretary/treasurer and available for review. Section 9. In the event a member city has directed its mayor or designated elected alternate to vote in a particular manner and prior to any vote has notified the chair person in \\Titing thereof, no '/ote to the contrary shall be recognized or recorded, except in the case of an election of officers or appointment of representatives where the candidate withdraws or is declared to be ineligible. Section +QQ. Except as provided herein, or by the affirmative vote of eleven (11) memberthe maiority of the votes of the member cities, Roberts Rules of Order, Revised, shall constitute the parliamentary authority for the Council of Cities. ARTICLE VIII - Finances Section 1. There shall be no regular dues payable by any member city. Section 2. No member shall receive compensation or reimbursement from the organization for regular expenses incurred in attending any meeting or other function. San Mateo County Council of Cities Bylaws (Re'lised 1/91Proposed Revisions 2006) Page 7 Section 3. Operating expenses ofthe organization, may be assessed by a vote of eleven 8-Bmaiority of the votes of the member cities and are due and payable within 45 days for the City to be current for the purpose of determining voting membership. Section 4. Any expenditure of the organization in excess of$100.00 must be approved by the Council of Citiesa maiority of the votes of the member cities present. ARTICLE IX - Amendments These bylaws or any amendments thereto shall be in effect when adopted by the affirmation vote of fourteen (11 )2/3 of the member cities. * * * * * * * * * * * * * L:\CLIENT\BDS AND COMMS\Citv selection committee rules and regulations Draft 09-06(3).doc