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HomeMy WebLinkAboutOrd. 921-1983FOLLOWS: ORDINANCE NO. 921-83 AN ORDINANCE APPROVING AND ADOPTING A DEVELOPMENT AGREEMENT BETWEEN W.W. DEAN AND ASSOCIATES AND THE CITY OF SOUTH SAN FRANCISCO THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES ORDAIN AS SECTION 1. FINDINGS. A. The Development Agreement between W.W. Dean and Associates, a California corporation and the City of South San Francisco, a municipal cor- poration organized and existing under the laws of the State of California, which agreement relates to the property within the Terrabay Specific Plan District and which agreement is attached hereto as Exhibit "1" and is by this reference incorporated herein as though set forth verbatim (hereinafter the "Development Agreement") is consistent with South San Francisco's General Plan as adopted on April 21, 1969 and as amended from time to time up to and including the amend- ment to said Plan which was completed on October 27, 1982. B. The Development Agreement is consistent with the Terrabay Specific P1 an. C. The Development Agreement will permit and facilitate development of the property pursuant to conditions that are in the best public interest and in the best interest of the City and the citizens thereof, and at the same time be fair and economically feasible to Owner. D. All proceedings necessary for the valid adoption and execution of the Development Agreement have taken place in accordance with Government Code Sections 65864 through 65869.5 and with Chapter 19.60 of the South San Francisco Municipal Code. -1- SECTION 2. DEVELOPMENT AGREEMENT APPROVED AND ADOPTED. A. The Development Agreement is hereby approved and adopted. B. The Mayor of the City of South San Francisco shall execute the Development Agreement, and the City Clerk shall attest the Mayor's signature thereto upon the effective date of this Ordinance or within a reasonable time thereafter only upon the occurrence of all of the following: (1) W.W. Dean and Associates presents a title report showing that W.W. Dean and Associates has acquired from Visitacion Associates, a partnership, fee simple ownership of all of the property within the Terrabay Specific Plan District and that W.W. Dean and Associates is the sole owner of said property; and (2) Said title report is properly identified at page 1, paragraph D of the Development Agreement; and (3) Said title report is attached to the Development Agreement as Exhibit "C" thereto; and (4) The property which is the subject of the Development Agreement is properly annexed to the City of South San Francisco. C. Upon execution of the Development Agreement by both parties, the City Clerk shall cause recordation of the Development Agreement in the official records of the County of San Mateo. SECTION 3. PUBLICATION. 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 adoption of this Ordinance, the City Clerk shall (1) publish the Summary, -2- and (2) post in the City ClerK's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. SECTION 4. EFFECTIVE DATE. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced this 4th day of May , 1983. Passed and adopted as an Ordinance of the City of South San Francisco at the regular meeting of the City Council of the City of South San Francisco this 18thday of May , 1983, by the following vote: AYES: Councilmembers Ronald G. Acosta, Emanuele N. Damonte, Gus Nicolopulos; NOES: ABSENT: Roberta Cerri Teglia None Councilman Mark N. Addiego As Mayor of the City of South San Francisco, I do hereby approve the 18th day of foregoing Ordinance this May , 1983. -3- DEVELOPMENT AGREEMENT THIS AGREEMENT is made as of this day of , 19 , between W.W. DEAN AND ASSOCIATES, a California corporation ("Owner") and THE CITY OF SOUTH SAN FRANCISCO, a municipal corporation (the "City"), organized and existing under the laws of the State of California. RECITALS: A. California Government Code Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property; and B. Pursuant to Government Code Section 65865 the City has adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code, establishing procedures and requirements for adoption and execution of development agreements; and C. This Agreement concerns the tract of land (the "Property"), particularly described as shown in Exhibits "A" and "B" hereto which are incorporated herein by reference as though set forth verbatim; and D. The current condition of title to the Property is depicted in the Preliminary Report issued by Title Insurance Company under its Order and dated , 19 , a copy of which is attached hereto as Exhibit "C"; and E. Owner intends to develop the Property in phases and for multiple uses, which development is hereinafter called "the Project", and F. Owner has caused to be prepared, and the City has accepted and approved, a specific plan for the Property, which is entitled "Specific Plan for Terrabay -1- Development, a Project of W.W. Dean & Associates on the South Slope of San Bruno Mountain" and was prepared by Resources Engineering and Management, Consulting Engineers, (hereinafter the "Specific Plan"); and G. Development of the property is subject to the covenants and conditions contained in the San Bruno Mountain Habitat Conservation Plan and the agreement related thereto approved and adopted by Resolution No. 139-80 of the City Council on Novenber 15, 1982. H. Owner has requested the City to enter into a development agreement for the Property with Owner; and I. All proceedings necessary for the valid adoption and execution hereof have taken place in accordance with Government Code Sections 65864 through 65869.5 and with Chapter 19.60 of the South San Francisco Municipal Code; and J. The City Council of the City has found that this development agreement is consistent with South San Francisco's General Plan as adopted on April 21, 1969 and as amended from time to time up to and including the amendment to said plan which was completed on October 27, 1982; and K. The City Council of the City has found that this development agreement is consistent with the Specific Plan; and L. On , 19 , the City Council of the City adopted Ordinance No.~approving and adopting this development agreement with Property Owner and the Ordinance thereafter took effect on , 19 ; and NOW, THEREFORE, the parties hereto, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19,60 of the South San Francisco Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: -2= 1. Effective Date: The effective date of this agreement shall be the date first appearing above. 2. Duration: This agreement shall commence on the effective date and shall expire on December 1, 1992. 3. Project Criteria: The criteria which shall govern development of the Project, which criteria shall include, without limitation, permitted uses, den- sity and intensity of use, maximum height and size of proposed buildings, dedi- cations of land, and public improvements, facilities and services, shall be the criteria set forth in the Specific Plan, and applicable provisions of the South San Francisco Municipal Code, as in effect on the effective date of this agreement, including but not limited to Chapter 20.63 thereof. To the extent Owner's obligations to provide any public improvements, facilities or services arise under one or more separate agreements, to which the City may or may not be a party, the obligations of the parties under said separate agreements shall be governed exclusively by the terms of those agreements and shall in no way be affected by termination, cancellation, or expiration of this Agreement, or by default hereunder or breach hereof. 4. Fire Station/Hillside Recreation Center: Owner shall dedicate, at no cost to City, one fire station and Recreation Center site of approximately 2.3 acres as shown in the Specific Plan and shall construct thereon a fire station and )~ecreation Center as set forth in Exhibit "D" attached hereto and by this reference incorporated herein as though set forth verbatim. a) Such site shall be conveyed to City by grant deed, free of any mortgage or deed of trust, or any other encun~brance except easements of record, current taxes and bond assessments, at such time and contemporaneously with the recordation of the initial final Subdivision Parcel Map for the Project, or later, if so stipulated by the City. b) City hereby agrees to waive all fees and charges relating to the fire station/Recreation Center site, including but not limited to all permit fees, hookup charges, water, sewer, storm drainage or other fees or charges in any way related thereto. c) Owner shall construct and equip the fire station and construct the Recreation Center provided for herein as a part of the first phase of construc- tion in the Project in accordance with the construction plan schedule contained in Exhibit "E" attached hereto. d) Owner shall reimburse the City for City's actual cost for retaining a community center/swimming pool consultant to review the owner's construction drawings for the Community Center building. 5. Subdivi.sion Improvements: a) Owner, at its sole cost and expense, shall, install, construct and complete the physical public subdivision improvements as approved by the City Engineer included within each final map within the Site Plan area as each phase of development takes place following recordation of the map therefor. In this regard, owner shall execute for each phase of development contained in a single Final Map, a Subdivision Improvement Agreement in the form attached hereto as Exhibit "F" and by this reference incorporated herein as though set forth ver- batim. Owner shall thereafter comply with all obligations created under a Subdivision Improvement Agreement including, but not limited to, bonding and insurance requirements contained therein. -4- b) Owner shall pay all building permit fees and subdivision fees related to said subdivision improvements, in amounts equal to the lesser of the fol 1 owing: (i) The fees in effect as of the date of application for each map or permit; or (ii) fees in effect as of the effective date of this agreement and adjusted annually on July 1st, in an amount equal to the annual percentage increase shown 'in the San Francisco-Oakland Consumer Price Index, Urban Wage Earner and Clerical Worker, published bi-monthly by the United States Bureau of Labor Statistics. c) Owner shall provide at its expense all off-site capital improvements necessary to service the full on-site development of the fire station property and the park properties, to include utilities and utility stub outs to the fire station property and all neighborhood park and recreation properties; d) The improvements referred to herein shall be completed in accordance with the Construction Plan Schedule as set forth in Exhibit "E", attached hereto and by this reference incorporated herein as though set forth verbatim. 6. Off-site and On-site Improvements: Owner shall, at its sole cost and expense, provide all off-and on-site improvements identified in the Specific Plan and in Exhibit "G" as being the responsibility of Owner and shall provide said off-and on-site improvements in accordance with the technical engineering requirements of the City Engineer and in accordance with the Construction Plan Schedule attached hereto as Exhibit "E". 7. Setting Boundaries: Owner agrees with City that he will, using monu- ments approved by the City Engineer, at owner's own cost and expense, set all of the exterior boundaries of the Terrabay Specific Plan District contiguous with the City Limit Boundaries of the City of South San Francisco prior to the issuance of any Building Permits for any phase of development within said district. 8. Fees: a) In addition to any other fees required to be paid by owner by Ordinance or by this or other agreements, owner agrees to pay City's costs (including overhead and administrative costs) for plan checking and processing of documents and for all inspections necessary for the proper administration of development pursuant to this agreement, as determined by the City Engineer. Fees paid shall be in amounts as set forth in subsection (c) of this section. b) In addition to any other fees required to be paid by owner by ordi- nance or by this or other agreements, owner agrees to pay the actual costs incurred by City for Geotechnical Consultant Services associated with the deve- lopment contemplated herein. In this regard, City shall submit to owner monthly billings, as necessary, and owner shall remit payment in full within thirty (30) days of the date of the billing. c) Throughout the term of this agreement, unless otherwise provided, the fees and charges levied by City for any and all public or private improve- ments, construction, building or development to be payable by Owner shall be the lesser of the following: (i) The fees in effect as of the date of application for each map or permit; or (ii) fees in effect as of the effective date of this agreement and adjusted annually on July 1st, in an amount equal to the annual percentage increase shown in the San Francisco-Oakland Consumer Price Index, Urban Wage Earner and Clerical Worker, published bi-monthly by the United States Bureau of Labor Statistics. 9. Insurance: Owner shall obtain, prior to the execution of this agreement, the following insurance and receive the approval of the City Attorney as ~o form, amount and carrier: -6- a) Compensation insurance. Owner shall maintain Worker's Compensation insurance in an amount not less than required by State law for all persons employed at the site of the project. Owner shall require each contractor and subcontractor similarly to provide Worker's Compensation insurance for their respective employees. Owner agrees to indemnify the City for damage resulting from his failure to take out and maintain such insurance. b) Public liability and property damage insurance. Owner shall main- tain public liability insurance in an amount not less than $10,000,000.00 for injuries (including death) to any one person and subject to the same limit for each person on account of any one occurrence; and property damage insurance in an amount of not less than $10,000,000.00 for damage to the property of each person on account of any one occurrence. c) Contractual liability insurance. Owner shall maintain an insurance policy in an amount not less than $10,000,000.00 insuring against damages sustained by reason of any action, claim or demand made by reason of breach or claim for breach of contract or by reason of any contractual liability or alleged contractual liability on any contract entered into by Property Owner or his contractor, subcontractor, agent or employee. Owner shall maintain all of the foregoing insurance during the entire term of this agreement. 10. Endorsements on insurance. The insurance required in Section 9 shall contain the following endorsements thereon: 1) "The following are named as additional insureds on the above policies: The City of South San Francisco, its elective and appointive boards, officers, agents and employees." -7- 2) "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insur- ance or reinsurance covering or available to the City of South San Francisco and such other insurance or re- insurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." 3) "This insurance which insures the City, its officers, agents and employees against loss or liability which may arise from each occurrence during the performance of or which may result from any work herein required to be done, also covers claims for property damage to the City by deposit or washing of material onto City streets or other public improvements which may arise from or out of the performance of the work, whether such performance be by the contractor, the subcon- tractor or any person directly or indirectly employed by him. This insurance includes protection against liability arising from completed operations provided a cause of action therefor existed at the time of project completion." 11. Evidence of insurance. Owner shall furnish City concurrently with the execution of this Agreement satisfactory evidence of the insurance required and evidence that the carrier is required to give the City at least thirty (30) days prior written notice of the cancellation or reduction in coverage of a policy. 12. Hold Harmless. Owner agrees to and shall hold the City, its officers, agents, employees and representatives harmless from liability for damage or claims for damage for personal injury including death and claims for property damage which may arise from the direct or indirect operations of Owner or those of his contractor, subcontractor, agent, employee or other person acting on his behalf which relate to the project. Owner agrees to and shall defend the City and its officers, agents, employees and representatives from actions for damages caused or alleged to have been caused by reason of Owner's activities in connec- tion with the project. -8- This hold harmless agreement applies to all damages and claims for dama- ges suffered or alleged to have been suffered by reason of the operations referred to in this paragraph, regardless of whether or not the City prepared, supplied, or approved plans or specifications or both for the project, regardless of whether or not City conducted inspections for the project and regardless of whether or not the insurance policies referred to in paragraphs 9 through 11 are applicable, but owner shall have no responsibility to the City hereunder for actual or alleged damages claimed by the City where such damages result directly or indirectly from negligent or intentional acts or omissions of the City or the City's officers, agents, employees and representatives. 13. Interests of other owners. Owner has no knowledge of any reason why Owner, and any other persons holding legal or equitable interests in the Property as of the date on which title to the Property vests of record in Owner, will not be bound by this agreement, with the exception of holders of the interests described as Exceptions of the title report attached' hereto as Exhibit "C". 14. Assignment. 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 accor- dance with Government Code Section 65868.5, the burdens of this agreement shall be binding upon, and the benefits of this agreement shall inure to, all suc- cessors in interest to owner. As a condition precedent to any such transfer, Owner shall require the transferee to acknowledge in writing that transferee has been informed, understands and agrees that said burdens and benefits under this agreement relating to such transferred property shall be binding upon and inure to the benefit of said transferee. -9- Upon such a transfer, Owner shall notify the City of the name and address of the transferee. Upon completion of Owner's responsibilities pursuant to this section, Owner shall have no further obligations or benefits hereunder with respect to such transferred property save for those the performance of which was due prior to the transfer date. 15. Effect of transfer of real property to another jurisdiction. If all or a portion of the real property which is the subject of this agreement is annexed to or otherwise becomes a part of another City or any county, this agreement shall termi nate. 16. Subsequent discretionary actions of City. During the term of this agreement, subsequent discretionary actions by the City permitted under the rules, regulations, official policies and provisions of the Municipal Code of the City in force as of the date of this agreement and pertaining to the property shall not prevent but shall, subject to the exception contained in Section 20.63.120I of the South San Francisco Municipal Code, be consistent with and further development thereof pursuant to the Specific Plan as it may be amended from time to time consistent with the intent of this agreement. 17. Effect of Agreement on land use regulations. The rules, regulations, official policies and provisions of the Municipal Code of the City which are generally to govern the permitted uses of the property, the development and construction standards and specifications applicable to the project are and shall remain, throughout the term of this agreement those rules, regulations, official policies and provisions of the Municipal Code of the City in force as of the date this agreement takes effect. Notwithstanding the foregoing, the developer shall comply with all relevant provisions of the Uniform Building Code, with local amendments, in effect at the time the Building Permit for a particular structure is issued. -10- This agreement shall not prevent the City in subsequent actions appli- cable to the property, from applying new rules, regulations and policies which do not conflict with those rules, regulations and policies applicable to the property as set forth in Government Code Section 65866, nor shall this agreement prevent the City from denying or conditionally approving any subsequent develop- ment project application on the basis of such existing or new rules, regulations and policies. 18. Conflict with State or Federal Law In the event that State or Federal laws or regulations, enacted after the effective date of this development agreement, prevent or preclude compliance with one or more provisions of this agreement, such provisions of this agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations. 19. Periodic Review. During the term of this agreement, the City shall conduct "annual" and/or "special" reviews of Owner's good faith compliance with the terms and conditions of this agreement in accordance with the procedures set forth in Chapter 19.60 of the South San Francisco Municipal Code. 20. Amendment or cancellation of agreement. This agreement may be amended or terminated only in the manner set forth in Government Code Sections 65865.1, 65868, 65869.5 and Chapter 19.60 of the South San Francisco Municipal Code. 21. Events of default. Owner shall be in default under this agreement upon the happening of one or more of the following events: a) if a warranty, representation or statement made or furnished by Owner to the City is false or proves to have been false in any material respect when it was made; or -11- b) a finding and determination by the City made following an annual or special review under the procedure provided for in Government Code Section 65865.1 and Chapter 19.60 of the South San Francisco Municipal Code that upon the basis of substantial evidence Owner has not complied in good faith with the terms and conditions of this agreement, or of any Subdivision Improvement Agreement executed pursuant to section 5 hereof. 22. Procedure upon default. a) Upon the occurrence of an event of default, City may terminate or modify this agreement in accordance' with the provisions of Government Code Section 65865.1 and of Chapter 19.60 of the South San Francisco Municipal Code. b) The City shall not be deemed to have waived any claim of defect in Owner's performance if, on annual or special review, the City does not propose to terminate this agreement. c) No waiver or failure by the City or Owner to enforce any provision of this agreement shall be deemed to be a waiver of any provision of this agreement or of any subsequent breach of the same or any other provision. d) All other remedies at law or in equity which are not otherwise pro- vided for in this agreement or in City's regulations governing development agreements are available to the parties if there is a breach. 23. Attorneys fees and costs. If legal action by either party is brought because of breach of this agreement or to enforce a provision of this agreement, the prevailing party is entitled to reasonable attorney's fees and court costs. -12- 24. Validity. If any term or condition of this agreement is for any reason held by a final judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a material change in the consideration for this agreement, then this entire agreement shall likewise be invalid, and shall be deemed null and void and of no further force or effect following such judicial determination. 25. No third parties benefitted. No person other than the City, Owner, or their respective successors is intended to or shall have any right or claim under this agreement, this agreement being for the sole benefit and protection of the parties hereto and their respective successors. Similarly, no amendment or waiver of any provision of this agreement shall require the consent or acknowledgment of any person not a party or successor to this agreement. 26. Binding effect of Agreement. The provisions of the agreement shall bind and inure to the benefit of the parties originally named herein and their respective successors and assigns. 27. Relationship of Parties. The City and Owner intend by this agreement to establish that Owner is an independent contractor and not the agent of the City, and do not intend to create a partnership, joint venture, joint enterprise, or any other joint business relationship. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of City in connection with the performance of Owner's obligations under this agreement. 28. Rules of Construction and miscellaneous terms. a) The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory, "may" is permissive. b) Time is and shall be of the essence in this agreement. -13- c) Where a party hereto consists of more than one person, each such person shall be jointly and severally liable for the performance of such party's obligation hereunder. d) The captions in this agreement are for convenience only, are not a part of this agreement and do not in any way limit or amplify the provisions thereof. e) This agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date hereof. 29. Notices. All notices required or provided for under this agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid. Notice required to be given to the City shall be addressed as follows: City C1 erk P.O. Box 711, 400 Grand Avenue South San Francisco, CA. 94080 Notices required to be given to Owner shall be addressed as follows: W.W. Dean and Associates 151 West 20th Avenue San Mateo, CA. 94403 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. IN WITNESS WHEREOF this agreement has been executed by the parties on the day and year first above written. CITY OF SOUTH SAN FRANCISCO ATTEST: City Clerk -14- By Mayor W.W. DEAN AND ASSOCIATES, a California corporation By By 1 ! :~ rtl m 0 I11 0 I11 Ill Ill 0 r- 0 z m 0 0 TERRABAY DEVELOPMENT AGREEMENT EXHIBIT "B" TERRABAY SPECIFIC PLAN DISTRICT BOUNDARIES Parcels of land situated in the Rancho Canada De Guadalupe :La visitacion Y Rodeo Viejo as shown upon the maps recorded in Volume 37 of Parcel maps at page 32, 33, 34, 35, 37 and 38 and bounded by the following lines: BEGINNING AT THE ANGLE POINT OF THE CORPORATE LIMIT LINE OF THE CITY OF SOUTH SAN FRANCISCO AS ESTABLISHED BY THE BOARD OF SUPERVISORS OF SAN MATEO COUNTY, CALIFORNIA, ON FEBRUARY 15, 1960, BY RESOLUTION NO. 13614 DULY PASSED AND ADOPTED, SAID POINT ALSO BEING AT THE CENTERLINE OF HILLSIDE BOULEVARD (35 FOOT HALF WIDTH); THENCE ON AND ALONG SAID CITY CORPOR- ATE LIMIT LINE OF THE CITY OF SOUTH SAN FRANCISCO NORTH 19o32'08'' WEST 69.99 FEET TO THE POINT OF INTERSECTION OF THE NORTHWESTERLY LINE OF HILLSIDE BOULEVARD, AS DESCRIBED IN THE DEED FROM CROCKER LAND COMPANY TO THE COUNTY OF SAN MATEO, RECORDED APRIL 7, 1960, IN VOLUME 3776 OF OFFICIAL RECORDS AT PAGE 141 THROUGH 147, RECORDS OF SAN MATEO COUNTY, WITH THE SOUTHWESTERLY CORNER OF PARCEL 2 AS SHOWN UPON THE PARCEL MAP RECORDED IN VOLUME 37 OF MAPS AT PAGE 34, RECORDS OF SAN MATEO COUNTY; THENCE CONTINUING ALONG SAID CORPORATE LIMIT LINE NORTH 19032'08'' WEST 307.99 FEET; THENCE NORTH 40°16'17"WEST 282.82 FEET; THENCE NORTH 76o24'40'' WEST 374.97 FEET TO A POINT ON THE EASTERLY LINE OF PARCEL 1; THENCE LEAVING SAID CORPORATE LIMIT LINE NORTH 33036'20'' WEST 640.00 FEET; THENCE SOUTH 71°46'18'' EAST 527.96 FEET; THENCE NORTH 84033'35'' EAST 316.43 FEET; THENCE SOUTH 84o29'59'' EAST 271.25 FEET; THENCE NORTH 18010'27'' EAST 416.79 FEET; THENCE NORTH 45o43 46o28 68o57 14o30 68o41 74o55 617oo 81o28 31" EAST 279.33 FEET; THENCE SOUTH 53" EAST 164.10 FEET; THENCE NORTH 45" EAST 27.86 FEET; THENCE NORTH 01" EAST 59.91 FEET; THENCE SOUTH 15" EAST 239.37 FEET; THENCE NORTH 09" EAST 172.96 FEET; THENCE SOUTH 22" EAST 274.39 FEET; THENCE NORTH 09" EAST 303.36 FEET; THENCE SOUTH 4o47'56'' WEST 406.42 FEET; THENCE SOUTH 39°47 16" EAST 412.53 FEET; THENCE SOUTH 87o36 51" EAST 120.10 FEET; THENCE NORTH 15o06 20" EAST 404.64 FEET; THENCE SOUTH 62o00 00" EAST 255.90 FEET; THENCE SOUTH 21°48 00" WEST 407.67 FEET; THENCE SOUTH 19o17 24" EAST 296.65 FEET; THENCE SOUTH 73o06'34'' EAST 258.14 FEET; THENCE SOUTH 19o35'09,, EAST 283.40 FEET; THENCE NORTH 6~°01'43'' EAST 312.71 FEET; THENCE NORTH 7-~4'29" EAST 379.31 FEET; THENCE NORTH 51v53'00'' EAST 167.33 FEET; THENCE SOUTH 62o00'00'' EAST 495.23 FEET; THENCE SOUTH 30o43'00'' EAST 354.53 FEET; THENCE SOUTH l°41'05'' EAST 272.12 FEET; THENCE SOUTH 12o04'04'' WEST 296.55 FEET; THENCE SOUTH 35o38'59'' EAST 178.44 FEET; THENCE SOUTH 71o33'54'' EAST 268.79 FEET; THENCE NORTH 28o48'39'' EAST 342.38 FEET; THENCE NORTH 73o18'03'' EAST 208.81 FEET; THENCE SOUTH l°28'08'' EAST 78.03 FEET; THENCE SOUTH 88o23'52'' EAST 143.06 FEET; THENCE S~UTH 52°31'13'' EAST 432.22 FEET; THENCE SOUTH 26v50'26'' WEST 372.09 FEET; THENCE NORTH 76~47'47" EAST 267.06 FEET; THENCE NORTH 43~19'54" EAST 145.73 FEET; THENCE NORTH 64 53'37" EAST 193.26 FEET; THENCE SOUTH 80o49'53'' EAST 288.69 FEET; THENCE NORTH 44o09'49" EAST 193.77 FEET; THENCE SOUTH 71o55'00" EAST 257.73 FEET; THENCE N~RTH 8o49'35'' EAST 325.86 FEET; THENCE SO~TH 80 04'26" EAST 243.65 FEET; THENCE S~UTH 52v51'12'' EAST 372.60 FEET; THENCE NQRTH 79v00'41" EAST 104.92 FEET; THENCE NORTH 4~12'19'' EAST 340.92 FEET; THENCE NORTH 80°18'57" EAST 297.24 FEET; THENCE NORTH 25o29 51" EAST 288.06 FEET; THENCE NORTH 34o06 52" WEST 449.32 FEET; THENCE NORTH 35o58 57" EAST 374.44 FEET; THENCE NORTH 51o34 55" EAST 185.07 FEET; THENCE SOUTH 85o31 16" EAST 384.17 FEET; THENCE NORTH 19o12 04" EAST 425.68 FEET; THENCE DUE EAST 92.00 FEET; THENCE SOUTH 53°21'21'' EAST 355.20 III FEET; THENCE NORTH 86o28'36'' EAST 219.69 FEET TO A POINT OF CURVATURE ON THE WESTERLY LINE OF BAYSHORE BOULEVARD, FORMERLY BAYSHORE HIGHWAY, ALSO BEING THE CORPORATE LIMIT OF THE CITY OF BRISBANE AS DESCRIBED IN ORDINANCE NUMBER 62 OF THE CITY OF BRISBANE APPROVING ANNEXATION TO SAID CITY OF UNINHABITED CONTIGUOUS PROPERTY DESIGNATED AS SOUTH ANNEXATION NUMBER 1; THENCE SOUTHWESTERLY ALONG SAID CORPORATE LIMIT LINE AND THE WESTERLY LINE OF BAYSHORE BOULEVARD TO THE POINT OF INTERSECTION OF THE CORPORATE LIMIT LINE OF THE CITIES OF BRISBANE AND SOUTH SAN FRANCISCO; THENCE LEAVING SAID WESTERLY LINE OF BAYSHORE BOULEVARD AND SAID CORPORATE LIMIT LINE OF THE CITY OF BRISBANE AND RUNNING NORTHWESTERLY ALONG THE ORIGINAL CORPORATE LIMIT LINE OF THE CITY OF SOUTH SAN FRANCISCO AS DESCRIBED IN THE RESOLUTION AND ORDER DECLARING THE CITY OF SOUTH SAN FRANCISCO TO HAVE BEEN DULY INCORPORATED AS A MUNICIPAL CORPORATION OF THE SIXTH CLASS DATED SEPTEMBER 19, 1908, TO THE POINT OF BEGINNING. AGI~~ EXHIBIT "C" I~AY 4, 1983 TITLE REPORT - TO BE IN~ ~ ORDINANCE ADOPT~ TERRABAY SPECiFiCATiONS FIRE STATION & EQUIPMENT. TERRABAY DEVELOPSIENT AGR~ EXHIBIT ,~', SIZE: Minimum 3,500 square feet (smoke detectors located throughout) 1. REQUIREMENTS FOR EACH ROOM A. Kitchen 1. Large sink. 2. Fan vented to outside. 3. Garbage disposal. 4. Oven with broiler - self-cleaning. 5. Four burner stove. 6. Built-in dishwasher. 7. Tile counter top. 8. Large light. 9. Separate eating area - no rugs. ~ 10. Quick disconnect emergency shutoff for Stove. ll. Large refrigerator/freezer. 12. Skylight or window. 13. Light to go on when alarm sounds. B. Restroom (Men's) 1. Two commodes with partitions and doors, tissue dispensers. 2. Three vanity type sinks with mirrors over sinks - not located. next to commodes. 3. Two showers, separate from restroom. Showers to have soap dishes. Shower heads up high - six feet. 4. Lights over mirrors. 5. Windows. TERRABAY SPECIFICATIONS, FIRE STATION & EQUIPMENT Page 2 0 D~ 7. 8. 9. 10. 11. Tile floors - drain in floor. Tile four feet up on walls. Speaker in ceiling for communications. Exhaust fans in showers. Paper towel dispenser. Urinal bowls. Restroom (Women's) Shower with fan. Vanity with sink and mirror. Light over mirror. Speaker in ceiling for communications. 2. 3. 4. Recreati on Room 1. 2. 3. 4. 5. 6. 7. 8. 9. Outlet for Cable TV. Plug for TV. Built-in bookcase. Rugs - dark color. Windows - with blinds or drapes. Storage closet. Speaker in ceiling for communications, Ceiling light to go on when alarm sounds. Bell for doorbell and telephone. Dormitory 1. Beds in cubicles - partitioned. 2. Electric outlet behind each bed. lERRABAY SPECIFICATIONs, FIRE STATION & EQUIPMENT Page 3 Fe Go He 5. 6. 7. 8. 9. 10. 11. 12. 13. Windows - not close to floor. Drapes over windows. Speaker. Ceiling lights to go on when alarm sounds. Rugs. Door to outside. Door to apparatus room. Linen closet. Intercom to communications. Bell for doorbell. Bell for telephone. Officer's Sleeping Area One room separate from dormitory large enough for two beds and three lockers. ~ Locker Room 1. Fifteen lockers - large, with built-in shelf. 2. Bench to sit on. 3. Speaker. 4. No rugs.' 5. Ceiling light to go on when alarm sounds. Office - Reception Area 1. Counter to divide office from reception area - front door to station to enter into reception area. 2. Phones. 3. Communications intercom control. 4. Station intercom control. TERRABAY SPECIFICATIONS, FIRE STATION & EQUIPMENT Page 4 6. 7. 8. 9. lO. I. 5. 6. 7. 8. 9. 10. ll. 12. 13. 14. 15. 16. Outside speaker controls. Traffic light control. Outside light control. Desk and chairs. Two file cabinets. All other communication receivers to be located in office. Exercise Room 1. Rugs. Apparatus Room, Non-slip Floor 1. Two bays - one door to enter from rear yard. Doors (three) on radio controlled openers - with manual override. Doors opening (14' x 14' maximum and 12' x 12' minimum). Drains under engine area. ~ Water outlet near engine. ~ Electrical outlet on wall next to engine. Electrical reel on'ceiling over left rear of engine. Air hose reel ceiling next to driver's side of engine. Storage. Work bench. Air compressor for engine air brakes. Closet for turnout clothing - to include shelves and clothes bar. Janitor's sink. Clock. Ceiling lights to go on when alarm sounds. Speakers for Communications. I I1 ' ' I"11 III TERRABAY SPECIFICATIONS, FIRE STATION & EQUIPMENT Page 5 II. Lo H. I. J. K. 17. 18. 19. 20. Skylights. Night lights. Ice water fountain. Bell for doorbell and phone. Generator Room 1. Located as far as possible from the sleeping area. Furnace Room 1. Located as far as possible from living area. 2. Forced air furnace. 3. 100 gallon hot water heater. OUTSIDE STATION A. 500 gallon underground diesel tank. B, Pump to pump diesel - to be wired to emergency generator. C. Area for garbage pick-up - dumpster type. D. Parking area - secured. 1. Ten spaces. 2. Fence with gate around area. 3. Lighting controlled by photo-electric cell. Patio area. Water spigots around station. Basketball backboard and hoop. Automatic sprinklers in landscaped area - no lawns. Hydrant in secured area. Speakers. Bell for doorbell. Ill I' 11 YERRABAY SPECIFICATIONS, FIRE STATION & EQUIPMENT · Page 6 III. IV. L. Station name with lights. M. Emergency phone to communications next to front door. N. Aprons at least 25' long in front.of apparatus doors. O. Sprinkler system in apron for cleaning under engines. P. Red lights on each side of apparatus doors (photo electric controlled). Q. Flagpole. COMMUNICATIONS EQUIPMENT A. Speakers covering inside and outside of station; outside speakers to be controlled by separate on/off switch. B. Intercom in station controlled in Alarm. Office. C. Lights in station (location as indicated) to go on when station is alerted. System to be on an adjustable timer. D. SSC DTMF Decoder (High Speed). ~ E. Motorola Receiver VHF 154.010MHZ. F. Bogen multi-input/multi-output amplifier 120VAC. G. Relay and timer to activate station lights. H. Emergency telephone to communications on front of station. I. Telephone in office and dormitory. J. Public telephone in public waiting area. K. Cable for television in recreation room. L. Communications equipment to be located ia office. Relays, timer, and junctions to be located outside of living and office areas. SPECIAL EQUIPMENT A. Automatic start diesel emergency generator with start switch, bell, and switch to change power from PG & E to generator. Generator must supply power to all areas of station and be capable of running at least four hours. 1[ I' II Ill TERRABAY SPECIFICATIONS, FIRE' STATION & EQUIPMENT Page 7 VI. K. L. M. Air compressor with piping and hose reel. Hose reel to be located on ceiling over driver's side of fire engine. Compressor to be similar to compressors currently being used. Electric cord reel mounted on ceiling, wired over left rear of engine. Plug to be compatable with fire engine receptacle. Automatic radio-controlled apparatus door with door openers. Door opener to have auto-reverse feature. Open-close switches to be located next to each door (inside station). Each opener to be on a different frequency. Flammable liquid storage cabinet - approximate size 5' x 3' x 18". Dinner service for six - dishes, soup bowls, glasses, silverware. Pots and pans. Library - Training Manuals, various technical books. 150 lb. set of weights. Exercise bike. L Press bench. ~ Manual typewriter. 24-hour wall clock in office, dormitory and apparatus room. FIREFIGHTING EQUIPMENT A. Pre-connected deck gun and nozzle installed on Engine Five capable : of flowing 1,O00 G.P.M. B. 1,O00' of lightweight 1' quick-connect fire hose with nozzle. APPLIANCES A. Large refrigerator with ice maker and freezer. B. FOur-burner commercial type stove, with oven and broiler (disconnect). C. Garbage disposal. D. Built-in microwave oven. E. Built-in dishwasher. TERRABAY SPECIFICATIONS, FIRE STATION & EQUIPMENT Rage 8 VII. F. 25" color television set. G. Furnace - forced air vents on floor or next to floor on wall. H. Hot water heater (100 gallon). I. Toaster. J. Coffeemaker. K. AM/FM table radio. FURNITURE Ae Six each - beds with headboards, mattresses, boxsprings, reading lights to be attached to headboards, bedspreads, pillows. B. Twelve blankets. C. Three recliner type lounge chairs. D. One six-foot couch. ~. Two end tables. F. Two lamps (free standing). G. Two chairs for public waiting area. H. Office desk - 30" x 48". I. Chair for desk. J. Two four-drawer file cabinets. K. Bookcase for office - 6' high. L. Cabinet or shelves for office supply storage. M. Stand for typewriter. N. Kitchen table - Minimum 72" long. O. Six chairs for kitchen table. P. Chalk board - 4' x 6'. Q. Cork board - 4' x 5'. R. Workbench - Minimum 72" long. 13: !-- Z UJ C) Z 0 ' I.l.i II] r 11 I1~ LI, I Li,I Li,,I / x ~© TERRABAY DEVELOPMENT AGI~.~T EXHIBIT "E" TERRABAY BUILDING IMPROVEMENT SCHEDULE GENERAL REQUIREMENTS (A) Building permits shall be issued by the City for any structures, including model homes, in any phase of the Terrabay project only after: (1) Grading permits for that phase have been approved by the City Engineer. (2) A precise plan for that phase has been approved by the City Council. (3) A final subdivision map for that phase has been approved by City Council and recorded with the County Clerk. (4) All applicable provisions of the Habitat Conservation Plan for that phase, including the dedication of open space to San Mateo County, have been complied with to the satisfaction of the Director of Community Development. (B) Certificates of occupancy for a given phase and building permits for a subsequent phase shall be issued by the City for any structures, excluding the non-residential use of model homes, in any phase of the Terrabay project only after: (1) Supporting utility systems, roadway systems, parking and landscaping have been installed for that phase to the satisfac- tion of the City Engineer, Director of Community Development, and Director of Parks and Recreation. (2) Landscaped and irrigated fire breaks have been installed for that phase to the satisfaction of the Fire Chief and Director of Parks and Recreation along the perimeter of the dwelling units and other buildings for which occupancy permits are being requested, (3) Drainage catchment basins and improvements related thereto have been installed for that phase to the satisfaction of both the City Engineer and the County of San Mateo Director of Public Works along the perimeter of the dwelling units and other buildings for which occupancy permits are being requested. (c) Financial guarantees related to the installation of public improve- ments shall be executed prior to the recordation of final sub- division maps for each development phase. (D) The Juncus Ravine site, westerly of the Terrabay Development, shall be retained in permanent public open space and deeded to San Mateo County in accordance with a schedule determined by the San Mateo County Board of Supervisors. II. (E) Prior to the recordation of the initial final subdivision map or issuance of first building permit for the first phase, agreements shall be executed to satisfy the requirements of amendments twenty (20) and twenty-one (21) of the Specific Plan as shown on attached Exhibit "E-i". RESIDENTIAL BUILDING PHASES (A) Building permits shall be issued by the City for a combination of nine (9) model dwelling units within the Terrabay Village and the Terrabay Park building phases only after improvements contracts together with guarantees satisfactory to the City Engineer for their completion have been executed for: (1) Construction of the on-site storm drain trunk system and the sanitary sewer interceptor in the Terrabay Village and Terrabay Park sections of the project. (2) Construction of the off-site storm drain trunk system and sani- tary sewer interceptor in the Hillside Extension corridor and in the existing sanitary sewer system. 'ill r lllll (3) Construction of the traffic signal to be installed at the intersection of Hillside Boulevard and Jefferson Street. (4) Construction of the Hillside buffer zone/frontage road and widening of Hillside Boulevard extending between Lincoln Street and Randolph Avenue. (5) Construction of the water tank and pump station in the Terrabay Park and Terrabay Point sections of the project respectively. (6) Construction of the park and recreation improvements to the Hillside Elementary School Site. (7) (8) Construction of the four lane Hillside Extension Project to include installation of traffic signals at its intersections with Airport Boulevard and Hill side Boulevard "Y" respectively. Construction and equipping of the fire station including the installation of related parking and landscaping. (9) Construction of the public collector road (Terrabay Drive) from Hillside Boulevard, opposite Jefferson Street to the easterly boundary of the Terrabay Park building phase. (B) In addition to the nine (9) model dwelling units noted in II(A), building permits shall be issued by the City for a combination of 4 Ill r 11 III seventy-one (71) additional dwelling units within the Terrabay Village and the Terrabay Park building phases only after construc- tion has begun on all public improvements identified in Section II(A), items (1) through (9) inclusive, and: (1) Intrim access roadway and water for fire protection shall be in pl ace. (c) Building permits shall be issued by the City for one or more of remaining two hundred and thirty-seven (237) dwelling units within the Terrabay Village and the Terrabay Park building phases only after: (1) Construction of the fire station has been completed and the fire station equipped to the satisfaction of the Fire Chief. (2) Construction of a temporary, emergency two-lane connector for police, fire and construction access between the public collec- tor road (Terrabay Drive) and the Hillside Boulevard Extension, generally opposite Franklin Avenue, has been completed to the satisfaction of the City Engineer. (3) Construction of the park and recreation improvements to the Hillside Elementary School site has been completed to the satisfaction of the Director of Parks and Recreation and South San Francisco Unified School District Superintendent of Schools. 5 (4) Construction of the water tank and pump station in the Terrabay Park and Terrabay Point sections of the project have been completed to the satisfaction of the City Engineer and California Water Service Company. (5) Construction is completed on the Hillside buffer zone/frontage road and the widening of Hillside Boulevard extending from Lincoln Street to Randolph Avenue to the satisfaction of the City Engineer. (6) Construction has begun on the recreation center complex, including the recreation center building, twenty-five (25) yard swimming pool, meeting room addition, park and playground improvements, and parking lot to the satisfaction of the Director of Parks and Recreation. (7) Construction has begun on the linear green belt extending along the north side of Hillside Boulevard from the Hillside School to the community center complex to the satisfaction of the Director of Parks and Recreation and Director of Community Development. (8) Construction has begun on the tot park and child-care center in the Terrabay Village section of the project to the satisfaction of the Director of Community Development. (D) (9) Construction has begun on the trail head and trail east of the Terrabay Park phase from Terrabay Drive to the satisfaction of the Director of Parks and Recreation. Occupancy permits shall not be issued by the City for more than one hundred and fifty-nine (159) dwelling units in the combined Terrabay Village and Terrabay Park residential building phases until construction is completed on two (2) lanes of the Hillside Boulevard Extension project (one lane in each direction) including roadway lighting and south side embankment landscaping, and said roadway is opened for public use. (E) Occupancy permits shall not be issued by the City for more than two hundred and thirty-eight (238) dwelling units in the combined Terrabay Village and Terrabay Park residential building phases until construction is completed on the four (4) lane Hillside Boulevard Extension project, including the installation of traffic signals at its intersections with Airport Boulevard and the Hill side Boulevard "Y", and said roadway is opened for public use. (F) Building permits shall be issued by the City for dwelling units in the Terrabay Woods, Terrabay Commons and Terrabay Point building phases only after the following improvements have been completed: (1) All public improvements identified in Section II(A), items (1) through (9) inclusive to the satisfaction of the City Engineer unless approving officials are otherwise noted in Section II (c). (2) All public and private improvements identified in Section II(C), items (1) through (9) inclusive to the satisfaction of officials and agencies noted in Section II (C). (3) Construction of the remaining portion of the public connector road (Terrabay Drive) from the eastern boundary of the Terrabay Park building phase to Hillside Boulevard Extension, generally opposite North Spruce Avenue to the satisfaction of the City EngineerJ (4) Construction of the linear green belt extending along the north side of Hillside Boulevard and Hillside Boulevard Extension from the community center complex to North Spruce Avenue to the satisfaction of the Director of Parks and Recreation and Director of Community Development~ (5) Construction of pedestrian crossing improvements including a pedestrian traffic signal at the intersection of Hillside Boulevard Extension/North Spruce Avenue to the satisfaction of the City Engineer. (6) Payment of a prorate contribution as determined by the City 8 Ill r 11 I1~ Council toward the design and construction of a traffic signal at the intersection of Hillside Boulevard and Chestnut Avenue. III. COMMERCIAL BUILDING PHASES (A) Building permits shall be issued by the City for the eighteen thousand (18,000) square foot health club, fifty-seven thousand (57,000) square foot office building or one hundred and fifty (150) seat restaurant along Bayshore Boulevard only after improvements contracts together with guarantees satisfactory to the City Engineer for their completion have been executed for and construction has begun on: (z) Reconstruction of Bayshore Boulevard from Randolph Avenue to the northern limits of the health club/office building/res- taurant building site. (2) Construction of a traffic signal along Bayshore Boulevard oppo- site the entrance of the health club/office building/restaurant site if required by City Engineer. (3) Construction of the trail head and trail west of the health club. (B) Occupancy permits shall be issued by the City for the health club, office building and restaurant only after all improvements listed in 9 Section III(A), items (1), (2) and (3) inclusive have been completed to the satisfaction of the City Engineer and Director of Parks and Recreation respectively. (C) Building permits shall be issued by the City for the four hundred (400) room hotel along Bayshore Boulevard only after improvement contracts together with guarantees satisfactory to the City Engineer for their completion have been executed for and construc- tion has begun on: (1) Reconstruction of Bayshore Boulevard from the northern City limit line to Randolph Avenue. (2) Construction of hook ramps from Highway 101 to Bayshore Boulevard opposite the hotel site or, with the consent of the City Council, construction of interim improvements to the scissors ramps from Highway 101 to Bayshore Boulevard opposite the hotel site. (D) Occupancy permits shall be issued by the City for the four hundred {400) room hotel only after all improvements listed in Section III(C), items (1) and (2) inclusive have been completed to the satisfaction of the City Engineer. (E) Building permits shall be issued by the City for the two-hundred and sixty-eight thousand eight hundred (268,800) square foot high tech- 10 I' nology trade center along Bayshore Boulevard only after improve ment contracts together with guarantees satisfactory to the City Engineer for their completion have been executed for and construction has begun on: (1) Reconstruction of Bayshore Boulevard from the northern City limit line to Randolph Avenue. (2) Construction to the satisfaction of the City Engineer of hook ramps from Highway 101 to Bayshore Boulevard, opposite the high technology trade center or, with the consent of the City Council, construction of interim improvements to the scissors ramps from Highway 101 to Bayshore Boulevard opposite the high technology trade center. (3) Construction to the satisfaction of the City Engineer of the new Oyster Point Boulevard Interchange, connecting, by means of four (4) lane bridge, Oyster Point Boulevard with Airport Boulevard, or with the consent of the City Council, an accep- table al ternative to the Oyster Point Boulevard Interchange is prov i ded. (F) Occupancy permits shall be issued by the City for the high Technology trade center only after all improvements listed in Section III(E), items (1) through (3) inclusive have been completed to the satisfaction of the City Engineer. 11 IV. SCHEDULING OF RESIDENTIAL AND COMMERCIAL BUILDING PHASES (A) Construction of the residential and commercial building phases are planned to proceed concurrently. The owner shall initiate the com- mercial building phase in an expeditious manner consistent with the attached buildout schedule (Exhibit "E-2"). A prime requirement of the periodic review identified in Section 19 of this development agreement shall be the Owner's good faith compliance with concurrent residential and commercial construction. (B) In the event, due to market or other conditions, construction of the commercial building phases is delayed and project-related service costs begin to approach or exceed project-related revenues, the City Council may delay the construction of certain residential building phases until project-related revenues equal or exceed project- related service costs. (c) In the event construction of the hotel, health club and office building is not initiated at the time building permits are being requested for the Terrabay Woods, Terrabay Commons and Terrabay Point building phases, said permits shall be withheld by the City until a service cost/tax revenue analysis is conducted either by the City, or by a consultant retained by the City and paid for by the developer. In the event said analysis determines that City project- related service costs exceed project-related tax revenues received 12 by the City, the City Council shall have the discretion of authorizing City Staff to withhold building permits for the above three remaining residential buildin§ phases until construction has begun on one or more of the commercial buildings noted above. 13 [1[ TERRABAY DEVELOP~ AGI~E~IN-T EXHIBIT "E-i" 20. The project sponsor shall participate in the cost of the proposed Oyster Point Overcrossing Project in accordance with the formula to be adopted by the City Council. Credits shall not be allowed to the project sponsor for his costs to construct the Hillside Boulevard Extension unless specifically approved by the City Council. Credits toward his share of the overcrossing project may be allowed the project sponsor for his land and improvement costs to construct the permanent freeway "hook ramp" improvements opposite the hotel and high technology center. 21. The project sponsor shall immediately, upon Specific Plan approval, initiate action on behalf of the City to expedite construction of the proposed Bayshore Highway/Airport Boulevard/Commercial Access "Hook Ramp" Improvements. The pro- ject sponsor, on behalf of the City, shall be responsible for the preparation of plans and for obtaining approvals from the State Department of Transportation and other affected agencies. The project sponsor shall participate in the cost of the proposed hook ramps and Oyster Point Overcrossing Project in accordance with a formula to be adopted by the City Council. In addition, the project sponsor shall contribute toward the construction of the hook ramps an amount equal to the amount estimated to make interim improvements to the existing scissors ramps if the construction of the hook ramps precedes the, modifications to the existing scissors ramps which are required at the second commercial building phase. The nature and extent of total participation shall be determined prior to the approval of a Tentative Subdivision Map or Precise Plan for the Terrabay Project. TERRABA¥ DEVELOPMENT PHASING SC H F~DU LE R~SIDENTIAL BUILDING PHASer; Public Improvements Contracts/Construction 1. On-site storm drain trunk and sanitary sewe~ trunk T.B. VilIage and Park 2. Off-site storm drain trunk and sanitary sewer trunk in Hillsdale Corridor and existing sanitary system 3. Traffic signal Hillside Boulevard/ Jefferson Street 4. Hillside Boulevard Buffer Zone 5. Water tank and pump station 6. Park and recreation improvements at Hillside School 7. Hillside Extension including traffic signals at Airport Boulevard and Hillside Boulevard 8. Terrabay Drive with Entrance, T.B. Village and Park Public Facilities Contracts/Construction 1. Fire Station in T.B. Park 2. Recreation Center in T.B. Park 3. Linear Green Belt (2 Phases) 4. Child Care Center in T.B. Village 5. Trail and trail head east of T.B. Park 6. Pedestrian crossing facilities Hillside Extension near Spruce Avenue 7. Terrabay Drive - T.B. Wood~ Commons and East Entrance 8. Emergency two lane connector to Terrabay Drive 1 2 TERRABAY DEVELO~ AGg~NT EXHIBIT "E-2" YEAR ] 4 5 6 Residential Construction 1. Nine model homes 2. Seventy-one units T.B. Park and Village 3. Remaining 237 units in T.B. Park & Village 4. T.B. Woods, Commons and Point COMMERCIAL BUILDING PHASES Public Improvements Construction '1. Reconstruction of Airport Boulevard 2. Trai! head and trail west of Health Club 3. Traffic signal at entrance to Office Condo's/Health Club 4. Hook ramps 5. Oyster Point Interchange 2 ] 4 5. Commercial Construction 1. office Condo's/Restaurant/Health Club 2. Hotel Tech Center Q Completion milestone for 1/2 St~¢~.t Improvements Q QLinear green belt completed in phases with the completion of Hillside Extentsion G QAirpo£t Boulevard improved in phases with the commercial phases * Assumes completion of hook ramps by CalTrans as scheduled iii I' 11 III z-- r- -r~ °~ ¼-~ F- .-q C -r 1=2 ,i I[ ; [' : I TERRABAY DEVELOPS{ENT AGRRk~{ENT EXHIBIT "F" AGREEMENT Subdivision Improvements THIS AGREEMENT is made and entered into as of this day of , 19 , by and between the City of South San Francisco, a municipal corporation, hereinafter designated "City", and hereinafter designated "Subdivider, both of whom understand and agree as follows: WITNESSETH: WHEREAS, Subdivider has presented to City for approval final Subdivision maps, hereinafter designated "maps", entitled and, WHEREAS, Subdivider has requested approval of the maps prior to the construction and Completion of improvements, including all streets, highways and public ways and public utility facilities which are a part of, or appurtenant to, the subdivision (hereinafter designated "subdivision") designated in the maps, all in accordance with, and as required by, the plans and specifications for all or any of said improvements in, appurtenant to, or outside the limits of sub- division, which plans and specifications are described in Exhibit "A" attached hereto and by this reference incorporated herein and made a part hereof, which are hereinafter designated "plans" and are now on file in the Office of the Director of Public Services of said City, and, WHEREAS, the City Council of the City of South San Francisco on the day.of , 19 , adopted Resolution No. approving the maps and accepting the dedications therein offered for street and highway purposes and public facility and utility easements, except for those dedicated to other agencies, persons, partnerships, associations or corporations, on the condition that Subdivider first enter into the execute this Agreement with City and meet the require- ments of said Resolution, and, WHEREAS, this Agreement is-executed pursuant to the provisions of the Subdivision Map Act of the State of California and Title 19.of the South San Francisco Municipal Code; NOW, THEREFORE, for and in consideration of the approval of the maps and of the acceptance of the dedications of easements for street and highway purposes and public facility and utility easements therein off~red, excepting those dedicated to other agencies, and in order to insure satisfactory performance by Subdivider of Subdivider's obliga- tions under said Subdivision Map Act and Title 19 of said Code, the parties agree as follows: 1. Performance of Work: Subdivider shall, at his own expense, furnish, or cause to be furnished, all labor, supplies, equipment and materials and do, or cause to be done, in a good and workmanlike manner all of the following works and improvements within (and/or without) the subdivision, to wit: Improvements and required items of work described in Exhibit "A" attached hereto. The cost of such improvements and required items of work is estimated to be $ Subdivider shall also do all the work and furnish all materials necessary in the -2- opinion of the Director of Public Services and, on his order, to complete the improvements in accordance with the plans and specifica- tions on file as hereinbefore specified, or with any changes required or ordered by said Director of Public Services which, in his opinion, are necessary or required to complete the work in accordance with the plans and specifications and amendments thereto. 2. Work; Places and Grades to be Fixed by Director of Public 'Services: All of said work is to be done at the places, of the materials, in the manner and at the grades, all as shown on the plans and specifications therefor, heretofore approved by the Director of Public Services and now on file in his office, and to the satisfaction of said Director of Public Services. 3. Work; Time for Commencement and Performance: City hereby fixes the time for the commencement of said Work to~e done on the day of , 19 , and for its completion to be within ( ) year(s) thereafter. At least (15) calendar days prior to the commencement or work hereunder, Subdivider shall notify the Director of Public Services in writing of the date fixed by Subdivider for commencement thereof, so that the Director of Public Services shall be able to pro- vide services of inspection. 4. Time 'of Essence - Extension: Time is of the essence of this Agreement, provided that in the event good cause is shown therefor, the City Council may extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to the Subdivider's sureties, -3- and extensions so granted shall not relieve the sureties' liability on the bonds to secure the faithful performance of this Agreement and to assure payment of all persons performing labor and materials in con- nection with this Agreement. The City Council shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension. 5. Repairs and Replacements: Subdivider shall replace or have replaced, or repair or have repaired, as the case may be, all pipes and monuments shown on the map which have been destroyed or damaged, and Subdivider shall replace or have replaced, repair or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, of the State of California, or any agency or political sub- division thereof, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the Director of Public Services or said corporation, per- son or agency. 6. Utility Deposits - Statement: Subdivider shall file with the City Clerk, on or before , a written statement signed by Subdivider, and each public utility corporation involved, to. the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. -4- 7. Permits; Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of such improvements, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider: Subdivider shall give personal superintendence to the work on said improvements, or have a competent foreman or superintendent, satisfactory to the Director of Public Services, on the work at all times during progress, with authority to act for Subdivider. 9. Inspection by City: Subdivider shall at all times maintain proper facilities, and provide safe access for inspection by City, to all parts of the wor~ and to the shops wherein the work is in preparation. 10. Contract Security: Concurrently with the execution hereof, subdivider shall furnish: (1) a surety bond in an amount equal to at least one hundred percent (100%) of the estimated cost of the construction and completion of the works and improvements described in Exhibit "A" attached hereto, as security for the faithful performance of this Agreement; and (2) a separate surety bond in an amount equal to at least one hundred percent (100%) of the estimated cost of the construction and completion of the works and improvements described in Exhibit "A" attached hereto, as security for the payment of all per- sons performing labor and furnishing materials in connection with this Agreement. Subdivider shall require all subconstractors to file a labor and materials corporate surety bond as security for payment of all persons furnishing labor and materials in connection with this Agreement. ll. Hold Harmless Agreement: Subdivider hereby agrees to, and shall, hold City, its elec- tive and appointive boards, commissions, officers, agents and employees harmless from any liability (including, but not limited to, that founded in negligence, nuisance, contract and inverse condemnation) for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Subdivider's or Subdivider's contractors', agents' or employees' operations under this Agreement, whether such operations be by Subdivider or by any of Subdivider's contractors, subcontractors or by any one or more persons directly or indirectly employed by, or acting as agent for, Subdivider or any of Subdiv~der's contractors or subcontractors. Subdivider agrees to, and shall, defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in.equity (including, but 'not limited to, those based on negligence, nuisance, contract and inverse condemnation) for damages caused, or alleged to have been caus.ed, by reason of any of the aforesaid operations, provided as follows: a. That City does not, and shall not, waive any rights against Subdivider which it may have by reason of the aforesaid hold-harmless Agreement, because of the acceptance by City, or the deposit with City by Subdivider, of any of the insurance policies described in Paragraph 12 hereof. -6- b. That the aforesaid bold-harmless Agreement by Subdivider shall apply to all damages and claims for dama§es of every kind suffered, or alle§ed to have been suffered, by reason of any of the aforesaid operations referred to in this paragraph, regardless of whether or not City has approved of plans and/or specifications for the subdivision, or regardless of whether or not such insurance policies shall have been deter- mined to be applicable to any of such damages or claims for damages. 12. Subdivider's Insurance: Subdivider shall not commence work under this Agreement until subdivider shall have obtained all insurance require under this paragraph and such insurance shall have been approved by the City Attorney as to form, amount and carrier, nor shall Subdivider allow any contractor or subcontractor to commence work on his contract or subcontract until all similar insurance required of the contractor or subcontractor shall have been so obtained and approved. All require- ments herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. a. Compensation Insurance: Subdivider shall maintain during the life of this Agreement Workmen's Compensation Insurance for all Subdivider's employees employed at the site of improvement, .and in case any work is sublet, Subdivider shall require any contractor or subcontractor similarly to provide Workmen's Compensation Insurance for all contractor's or subcontractor's employees, unless such employees are covered by the protection afforded by Subdivider. In case any -7- class of employees engaged in work under this Agreement at the site of the pro- ject is not protected under any Workmen's Compensation law, Subdivider shall provide,-and shall cause each contractor and subcontractor to provide, adequate insurance for the protection of employees not otherwise protected. Subdivider hereby indemnifies City for any damage resulting to it from failure of either Subdivider or any contractor or subcontractor to take out or maintain such insurance. b. Public Liability and Propenty Damage Insurance: Subdivider shall take out and maintain during the life of this Agreement such public liability and property damage insurance as shall insure City, its elective and appointive boards, commissions, officers, agents and employees, Subdivider and any contractor or sub- contractor performing the work covered by this Agreement from claims for'damages for personal injury, including death, as well as from claims for property damage which may arise from Subdivider's or any contractor's or subcontractor's operations hereunder, whether such operations be by Subdivider or any contractor or subcontractor, or by anyone directly or indirectly employed by either Subdivider or any contractor or subcontractor, and the amounts of such insurance shall be as follows: (1) Public Liability Insurance: In an amount not less than $500,000.00 for injuries, including, but not limited to, death, to any one person and sub- ject to the same limit for each person in an amount of not less -8- than $l,000,000.00 on account of any one occurrence; (2) Property Damage Insurance: In an amount not less than $500,000.00 for damage to the property of each person on account of any one occurrence. c. Contractual Liability Insurance: Subdivider shall take out and maintain during the life of this Agreement an insurance policy in the amount of at least $1,000,000.00, insuring City, its elective and appointive boards, com- missions, officers, agents and employees, Subdivider and any contrac- tor or subcontractor performing work covered by this Agreement against damages sustained by reason of any action or actions at law or in equity, and/or any claims or demands by reason of any breach or alleged breach of any contract, or provisions thereof, or by reason of an~contractual liability or alleged contractual liability on any contract, entered into by Subdivider and/or any of Subdivider's contractors, subcontractors, agents and/or employees. In the event that any of the aforesaid insurance policies pro- vided for in this Paragraph 12 insures any entity, person, board of commission other than those mentioned in this paragraph, such policy shall contain a standard form of cross-liability endorsement, insuring on such policy City, its elective and appointive boards, commissions, officers, agents and employees, Subdivider and any contractor or sub- contractor performing work covered by this Agreement. The insurance policies provided for in this paragraph 12 which include the City of South San Francisco, its elective and appointive -9- boards, commissions, officers, agents and employees as an additional insured shall contain the following endorsement: "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the 'approximate limit of liability afforded hereunder is exhausted." 13. Evidence of Insurance: Subdivider shall furnish City concurrently with the execu- tion hereof, with satisfactory evidence of the insurance required, and evidence that each carrier is required to give City at'least twenty days' prior notice of the cancellation or reduction in coverage of any po'Ticy during the effective period of this Agreement. 14. Title to Improvements: Title to, and ownership of, all improvements constructed hereunder by Subdivider shall vest absolutely in City, or such other public agencies, persons, partnerships, associations or corporations to which dedications of easements were made or reserved upon the completion and acceptance of such improvements by City or said agency, person, partnership, association or corporation. 15. Repair or Reconstruction of Defective Work: If, within a period of one year after final acceptance of the work performed under this Agreement, any structure or part of any -10- structure furnished and/or installed or constructed, or caused to be installed or constructed by Subdivider,.or any of the work done under this Agreement, fails to fulfill any of the requirements of this Agreement or the specifications referred to herein, or prove to be defective or become damaged because of differential settlement, action of the elements, or ordinary usage, except for catastrophic events, Subdivider shall without delay and without any cost to City repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigen- cies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its o@tiom, make the necessary repairs or replacements or perform the necessary work, and Subdivider shall pay to City the actual cost of such repairs plus fif- teen (15) percent. Subdivider shall at the time of acceptance of said improvement's by City or other public agency file with City a corporate surety bond in the principal sum of Dollars ($ ) to secure the undertaking and obligations set forth in this provision. The provi- sions of the foregoing paragraph shall not apply to common greens. 16. Subdivider not Agent of City: Neither Subdivider nor any of Subdivider's agents or contractors are or shall be considered to be agents of City in connec- tion with the performance of Subdivider's obligations under this Agreement. -11- 17. Cost of Enqineering and Inspection: Subdivider shall pay City the actual cost to City for all inspection and other services furnished by City in connection with the subdivision, plus twenty-two percent thereof for administrative overhead. City shall furnish periodic statements of all charges for services performed by City, and Subdivider shall complete payment of such charges within ten days after receipt thereof. 18. Notice of Breach and Default: If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extensions thereof, or fails to obtain completion of said work within such time, of if the Subdivider should be adjudged a bankrupt, or Subdivider should make a general assignment for the benefit of Subdivider's cre- ditors, or if a receiver should be appointed in the event of Subdivider's insolvency, or if Subdivider or any of Subdivider's contractors, subconstractors, agents or employees should violate any of the provisions of this Agreement, the Director of Public Services or City Council may serve written notice upon Subdivider and Subdivider's sureties of breach of this Agreement, or of any portion thereof, and default of Subdivider. 19. Breach of Agreement; Performance by Sureties or City: In the event of any such notice, Subdivider's sureties shall have the duty to take over and complete the work and the impro- vement herein specified; provided, however, that if the sureties, within five days after the serving upon it of such notice of breach, -12- does not give City written notice of its intention to take over the performance of the contract and does not commence performance thereof within five days after notice to the City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider, and Subdivider's sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City, without liability for so doing, may take possession of, and utilize in completin§ the work, such materials, applicances, plant and other property belonging to Subdivider as may be on the site of the work and necessary therefor. 20. Erosion Control Subdivider shall furnish landscape plans and adequately provide for erosion control. Landscaping and irrigation improvements sh~l~ be installed to the satisfaction of the Director of Parks and Recreation. 21. Trenching and Back-Fillinq Subdivider shall require that all trenching and back- filling within and outside the property lines for utility lines, including sanitary, storm, water and any other purposes, shal~ be done under the inspection of a soils engineer who shall test the trenching and back-filling with a sufficient number of soil tests to secure the proper compaction. Subdivider shall further require that a cer- tificate be filed with the City'stating that said trenching and back- filling has been performed in accordance with the soils engineer's recommendations. -13- 22. Water Lines Subdivider shall dedicate to the California Water Service Company the easements required for the water lines, facilities and appur- tenant works, unless said lines, facilities and appurtenant works are to be installed within rights-of-way dedicated to City. Subdivider shall construct and install, at its own expense, the improvements in said ease- ments as set forth on the "Plans" shown in Exhibit "A" attached hereto, which plans shall have the approval of said company. 23. Notices. All notices herein required shall be in writing, and deli- vered in person or sent by certified mail, postage prepaid. required to be given to City shall be addressed as follows: as follows: Notices City Clerk City Hall, P.O. Box 711 South San Francisco, CA. 94080 Notices required to be given to Subdivider shall be addressed Notices required to be given sureties of Subdivider shall be addressed as follows: -14- provided that any party or the sureties may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. 24. As-built Drawings Subdivider shall furnish City reproduceable plastic film as-built drawings of the public improvements of a quality acceptable to the Director of Public Services together with a certification by Subdivider's engineer that said improvements have been constructed in accordance with the apProved plans and specifications. Subdivider shall furnish City with said as-built drawings concurrently with Subdivider's request for acceptance of said improvements by City. 25. Parties Obligated: Subdivider agrees that this Agreement shall bind Subdivider and his successors in interest and assigns. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY: City of South San Francisco, municipal corporation ATTEST: By Mayor City Clerk SUBDIVIDER: By By -15- EXHIBIT "A" Improvements and required Items of work for .Agreement'Dated Approved (Date) Director of Public Services Acknowledgment of City of South San FrancisCo STATE OF CALIFORNIA ) ) ss COUNTY OF SAN MATEO ) 'On this day of in the year 19' ,. before me, the undersigned, a Notary Public in and for the County of San Mateo, State of'California, residing herein, duly commissioned and sworn, personally appeared , personally known to me to be the person who executed this instrument as Mayor of the City of South San Francisco, a municipal corporation, whbse,name is subscribed to the within instrument, and acknowledged to me that the City.of South San Franc'isco executed it. IN WITNESS WHEREOF, I'have hereunto set my hand and affixed my official seal the day and year in this certificate first Jbove written. My commission expir'es' (Name typed or printed) Acknowledgement of STATE OF CALIFORNIA ) ) COUNTY OF SAN MATEO ) On this" day of '. in the year 19" , before me, the undersigned, a Notary Public in and for the County of San Mateo, State of California, residing herein, duly commissioned and sworn, personally appeared personally provedto me on the basis of satisfactory evidence to be the persons whose names are subscribed to this instrument, and acknowleUged to me that they executed it. ~' IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day a6d year in this certificate first above written. My commission expires (Name typed or printed) MAINTENANCE IMPROVEMENT/RESPONSIBILITIES ...~TERRABAY DEVELOPMENT ~GREEMENT EXHIBIT "G" The developer of the Terrabay project shall be completely responsible for the preparation of plans and the construction of the following public improvements, unless by prior agreement, another public or private agency or party has agreed to share in the cost of said improvements: 1. Community Center Building and ajoining park and parking lot area. 2. Fire Station with related parking lot on the Community Center Site. 3. Linear Park along the north side of Hillside Boulevard and the Hillside Boulevard Extension from Hillside School to North Spruce Avenue. 4. Recreation and Park improvements at the Hillside School Site. "Hook" on and off Highway ramps from Highway 101 to Bayshore Boulevard in the vicinity of the Oyster Point Boulevard/Highway 101 Scissors Ramps. Ge Improvements to Bayshore Boulevard between Randolph Avenue to the northern City limit line comparable to improvements existing along Airport Boulevard, directly south of Randolph Avenue. 7. A loop public collector drive (Terrabay Drive), extending from Jefferson Street to North Spruce Avenue. 8. Catchment Drainage Basins and improvements on County Land above the developed areas of the project. The four (4) lane. lighted Hillside Boulevard ~.,tension Project, including the landscapi'ng and automatic irrigation of the lands between the Hillside Boulevard Extension and Randolph Avenue. 10. Traffic signals at the following intersections:. a) Airport Boulevard/Hillside Boulevard Extension b) Hillside Boulevard Extension/North Spruce Avenue c) Hillsilde Boulevard/Hilside Boulevard Extension d) Jefferson Street/Hillside Boulevard e) Chestnut Avenue/Hill side Boulevard f) Bayshore Boulevard/Highway 101 Hook Ramps g) Bayshore Boulevard/Office, Health Club, Restaurant Entrance 11. 12. Pedestrian crossing including stairway from Randolph Avenue at the i'ntersection of Hillside Boulevard Extension/North Spruce Avenue. Hillside Boulevard buffer zone/frontage road and widening of Hillside Boulevard between Lincoln Street and Randolph Avenue. 13. Water Tank and pump station in the Terrabay Park and Terrabay Point sections of the project. 14. Off-site and on-site storm drain trunk system located within dedicated City easements in the Terrabay Park, Terrabay Woods, Terrabay Commons Be Ce and Terrabay Point Sections of the project and in the Hillside Extension Corridor as shown on attached Exhibit "C~ 2" 15. Off-site and on-site sanitary sewer interceptors within dedicated City easements in the Hillside Extension and Bayshore Boulevard Corridors and in the existing City sanitary sewer system as shown on attached Exhibit "G- 1 ". With the exception of the Linear Park along Hillside Boulevard (Item A-3), the water tank (Item A-13), and the catchment drainage basins and improve- ments on County property above the Terrabay project (Item A-8) the City of South San Francisco shall upon completion and acceptance maintain all public improvements listed in Section A above. The Developer or, with approval of the City, a private property owners asso- ciation shall maintain the linear park (Item A-3) and all private lands, buildings, landscaping, and improvements in the project area. D. The water tank shall be maintained by the California Water Company. The maintenance of the catchment drainage basins (Item A-8) shall be the responsibility of: (1) A Joint Powers Authority created by the County of San Mateo and the City of South San Francisco; or (2) A Maintenance District approved by the City of South San Franciso; or (3) The County of San Mateo. 3 0 0 Z z .<m..i U)~m o m c:: z r- m m 1 I T m ~ m · -~ ~ ~ ~ > ~. > CC.,