HomeMy WebLinkAboutPC Meeting 01-21-10 (Reso 2688-2010) - Gateway Master Plan Entitlements
RESOLUTION NO. 2688-2009
PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO
STATE OF CALIFORNIA
A RESOLUTION RECOMMENDING THAT THE CITY COUNCIL ADOPT
AN ORDINANCE APPROVING DEVELOPMENT AGREEMENT, DA08-
0001, AND APPROVE (1) GENERAL PLAN AMENDMENT, GPA08-0003; (2)
ZONING AMENDMENT, ZA08-0003; AND (3) TRANSPORTATION
DEMAND MANAGEMENT PLAN, TDM08-0001; TO COLLECTIVELY
ALLOW REDEVELOPMENT OF A 22.6 ACRE SITE FOR THE GATEWAY
BUSINESS PARK MASTER PLAN IN THE GATEWAY SPECIFIC PLAN
ZONE DISTRICT
WHEREAS, Chamberin Associates (“Owner” or “Applicant”) submitted an application
requesting approval a General Plan Amendment, Zoning Text Amendment, a Master Plan, a Phase 1
Precise Plan, a preliminary Transportation Demand Management (TDM) Plan, and a Development
Agreement, which would collectively authorize the phased removal and replacement of existing
buildings on the 22.6-acre project site and construction of five to six new buildings, six stories in
height, and two to four parking structures, in five phases from 2011 to 2020, to be located at the
corner of Gateway and Oyster Point Boulevards (700, 750, 800, 850, 900, and 1000 Gateway
Boulevard), in the Gateway Redevelopment Project Area and Gateway Specific Plan Area
(“Gateway Business Park Master Plan Project” or “Project”); and
WHEREAS, the City has prepared an Environmental Impact Report (EIR) in accordance
with the provision of the California Environmental Quality Act (Public Resources Code, §§ 21000,
et seq., “CEQA”) and CEQA Guidelines, which analyzes the potential environmental impacts of the
Project; and,
WHEREAS, the Draft EIR was prepared and circulated for 45-day public/agency review
period from October 21, 2009 through December 7, 2009, and a Final EIR was prepared, including
responses to comments received on the Draft EIR; and
WHEREAS, the Planning Commission held a duly noticed meeting during the review period
on November 19, 2009 to take public testimony on the Draft EIR; and
WHEREAS, the Planning Commission held a duly noticed public hearing on January 21,
2010, to consider the EIR and the requested entitlements for the Project, take public testimony, and
make a recommendation to the City Council on the Project; and,
WHEREAS, as required by State law and the South San Francisco Municipal Code, the
Planning Commission has independently reviewed the Project and the EIR, and makes the findings
contained herein in support of the request to approve the Project.
NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before
it, which includes without limitation, the California Environmental Quality Act, Public
2
Resources Code § 21000, et seq. (“CEQA”) and the CEQA Guidelines, 14 California Code of
Regulations § 15000, et seq.; the South San Francisco General Plan and General Plan EIR; the
South San Francisco Municipal Code; the Project applications; the Gateway Business Park
Master Plan and Phase 1 Precise Plan, as prepared by DGA Architects, Kenkay Associates, BKF
Engineers, Surveyors, Planners; the EIR, including the Draft and Final EIR prepared for the
Gateway Business Park Master Plan and appendices thereto; all site plans, and all reports,
minutes, and public testimony submitted as part of the Planning Commission's duly noticed
November 19, 2009, and January 21, 2010, meetings; and any other evidence (within the
meaning of Public Resources Code §21080(e) and §21082.2), the Planning Commission of the
City of South San Francisco hereby finds as follows:
I. General Findings
1. The foregoing recitals are true and correct.
2. The Exhibits attached to this Resolution, including the Conditions of Project Approval
(Exhibit A), the proposed General Plan Amendment (Exhibit B), proposed Zoning
Amendments (Exhibit C), draft Development Agreement (Exhibit D), and TDM (Exhibit
E), are each incorporated by reference as part of this Resolution.
3. The documents and other material constituting the record for these proceedings are
located at the Planning Division for the City of South San Francisco, 315 Maple Avenue,
South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin.
4. The proposed Project is consistent and compatible with all elements in the City of South
San Francisco General Plan (as proposed for amendment). The 1999 General Plan
includes policies and programs that are designed to encourage the development of high
technology campuses in the East of 101 Area, allow for employee-serving vendor
services, preparation of a TDM plan and traffic improvement plan to reduce congestion
impacts, and provision of a framework for requiring future circulation system
improvements as they are needed to prevent deficient levels of service from being
reached.
II. General Plan Amendment
1. The Project proposes increasing the allowable Floor Area Ratio (FAR) for the site from
1.0 to 1.25. This change in FAR translates to an increase in development potential at the site
from approximately 984,456 square feet (sf) to approximately 1,230,570 sf, or a net increase of
246,114 sf. The initial Gateway Specific Plan approved in the early 1980s included an FAR of
1.25 for the site, and the existing zoning ordinance still reflects that standard; however the 1999
General Plan only allows an FAR of up to 1.0. The Applicant has requested the reinstatement of
this earlier FAR allowance, which would require amendments to General Plan Tables 2.2-1 and
2.2-2, and to the text description of Business Commercial uses on General Plan page 42, as
further described in Exhibit B.
2. As required under State law, the South San Francisco General Plan, and the South San
Francisco Municipal Code, in support of the requested General Plan Amendment (GPA08-0003),
3
the Planning Commission finds that the proposed General Plan Amendment, adjusting the
permitted maximum FAR for the site, is otherwise consistent with the South San Francisco
General Plan, and furthers a number of important Guiding and Implementing Policies currently
in the General Plan, including:
Guiding Policy 2-G-2: “Maintain a balanced land use program that provides opportunities
fro continued economic growth, and building intensities that reflect South San
Francisco’s prominent inner bay location and excellent regional access.”
Implementing Policy 2-I-4: Require all new developments seeking an FAR bonus set
forth in Table 2.2-2 to achieve a progressively higher alternative mode usage. The
requirements of the TDM Program are detailed in the Zoning Ordinance. (Amended by
City Council Resolution 98-2001, adopted September 26, 2001) The requirements of the
TDM Program for project seeking an FAR bonus are based on the percentage trip
reduction that is achieved.
Guiding Policy Guiding Policy 3.5-G-3, which states: “Promote campus-style
biotechnology, high-technology, and research and development uses.”
Increasing the maximum permitted FAR for the site would facilitate the development of a quality
campus-style, high-technology, research and design project, located near the South San
Francisco Caltrain Station. The proposed Project will promote the City’s economic growth by
better utilizing the site, and generating jobs for an estimated 1,613 employees by 2015 and 3,281
employees by 2020. The Project will also maintain building intensities consistent with
development in the City’s East of 101 Area. The Project also proposes to amend the City’s TDM
regulations to require a progressively higher alternative mode shift than is currently required for
projects at a lower FAR bonus. Further, the General Plan Amendment is consistent with FAR
authorized in the original Gateway Specific Plan, and existing zoning for the site. Accordingly,
the proposed Amendment is consistent with City's planning strategies for the site, including the
General Plan.
III. Zoning Amendment
1. The Project proposes increasing the allowable Floor Area Ratio (FAR) for the site from
1.0 to 1.25, which in addition to the General Plan Amendment noted above, also requires an
amendment to Table 20.120.030-D “Alternative Mode Use Requirements for an FAR Bonus” in
Section 20.120.030 of the South San Francisco Municipal Code, further described in Exhibit C.
The Project also proposes amendments to Chapter 20.57 (“Gateway Specific Plan District”) of
the South San Francisco Municipal Code to allow for the submission and approval of a Master
Plan to guide the long-term growth and development of the site, which amendments are further
described in Exhibit C.
2. As required under State law, the South San Francisco General Plan, and the South San
Francisco Municipal Code, in support of the requested Zoning Amendment (ZA08-0003), the
Planning Commission finds as follows:
4
(a) The proposed Zoning Amendment is consistent with the General Plan, which
designates the site as Business Commercial, since the Zoning Amendment is designed to
maintain consistency with the proposed General Plan Amendment, that would increase the
maximum allowable FAR for the site. Further the proposed Zoning Amendment requires a TDM,
and imposes progressively higher mode-shift requirements, which is consistent with General
Plan Implementing Policy 2-I-4, which states in part, “Require all new developments seeking an
FAR bonus set forth in Table 2.2-2 to achieve a progressively higher alternative mode usage.”
(b) The proposed Zoning Amendment is consistent with the Redevelopment Plan and
Owner Participation Agreement, which designate the site for office and research and
development uses. The Project proposes uses consistent with this designation, at an intensity
consistent with that originally authorized for the Gateway Specific Plan District.
(c) The proposed Zoning Amendment, in requesting that the maximum allowable
FAR be increased to 1.25, is consistent with the Gateway Specific Plan, which permits an FAR
of 1.25.
(d) The proposed Zoning Amendment is internally consistent with the City’s Zoning
Ordinance, as proposed for amendment, since the amendment meets the requirements and
standards of the Zoning Ordinance, and the procedural requirements of both Section 20.57.660
(“Amendment Procedure and Guidelines”) and the general zoning amendment procedures in
Chapter 20.87 of the South San Francisco Municipal Code.
IV. Transportation Demand Management (TDM) Plan
1. The Project proposes increasing the allowable Floor Area Ratio (FAR) for the site from
1.0 to 1.25, and in conjunction with its request for an FAR bonus, is requesting approval of a
TDM. The TDM Plan is attached as Exhibit E.
2. As required under State law, the South San Francisco General Plan, and the South San
Francisco Municipal Code, in support of the requested TDM Plan (TDM08-0001), the Planning
Commission finds a follows:
(a) The proposed Project’s TDM measures are feasible and appropriate for the
Project, considering the proposed mix of uses and the Project’s location, size, and hours
of operation. The TDM Plan is designed to take advantage of and promote the use of
public transit, and in particular, the site proximity to the South San Francisco Caltrain
station. The Plan provides incentives for employees to use modes of transportation other
than single-occupancy vehicle trips, such as secure bicycle storage, shower facilities,
preferential parking for carpools and vanpools, transit subsidies, and video conferencing,
among others. The TDM also uses a lower parking ratio to increase ridership on BART,
Caltrain, and other transit services. Further, pedestrian walkways linking the Project to
the adjacent shuttle stops will help encourage alternative forms of transportation.
(b) The proposed project’s TDM Plan contains performance guarantees that will
ensure that the target alternative mode use established for the project by this chapter will
be achieved and maintained. The project includes survey of mode uses, an annual survey,
5
and a triennial report that documents the effectiveness of the TDM Plan in achieving the
alternative mode use.
V. Development Agreement
1. The Owner and City have negotiated a Development Agreement pursuant to Government
Code section 65864 et seq. The Development Agreement, attached hereto as Exhibit D, sets
forth the duration, property, project criteria and other required information identified in
Government Code section 65865.2. Based on the findings in support of the Project, the Planning
Commission finds that the Development Agreement, vesting a project for an office/R&D
development, is consistent with the General Plan and consistent with the applicable zoning
regulations.
2. The subject site is physically suitable for the type and intensity of the land use being
proposed. The General Plan specifically contemplates the proposed type of project and the
suitability of the site for development was analyzed thoroughly in the environmental document
prepared for the Project.
3. Subject to minor modifications, included as conditions of approval, the proposal complies
with the City's Design Guidelines.
4. By Resolution No. 2687-2009, the Planning Commission, exercising its independent
judgment and analysis, has found that an Environmental Impact Report (EIR), was prepared for
the Project in accordance with CEQA, which EIR adequately analyzes the proposed Project's
potentially significant environmental impacts. The Planning Commission has further found that
the benefits of approving the Project outweigh the Project's significant and unavoidable impacts.
NOW, THEREFORE, BE IT FURTHER RESOLVED that the Planning Commission
hereby recommends that the South San Francisco City Council approve the General Plan
Amendment attached as Exhibit B, the amendments to the Zoning Ordinance, attached as Exhibit
C, the draft Development Agreement, attached as Exhibit D, and the preliminary TDM Plan for
the Gateway Business Park Master Plan Project, subject to the Conditions of Approval attached
as 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 21st day of January, 2010 by the
following vote:
AYES: Commissioner Bernardo, Commissioner Giusti, Commissioner Gupta,
Commissioner Ochsenhirt, Commissioner Zemke, Vice Chairperson Prouty and
Chairperson Moore
6
NOES: None
ABSTAIN: None
ABSENT: None
ATTEST:
Commission Secretary
Susy Kalkin
1363822.4
Resolution 2688-2009
Exhibit A
PROPOSED CONDITIONS OF APPROVAL
Gateway Business Park Master Plan and Phase 1 Precise Plan Project
P08-0034, PP08-0002 & MP08-0002
(As approve by the Planning Commission on January 21, 2010)
A. Planning Division requirements shall be as follow:
The project shall be constructed substantially as indicated on the attached Gateway Business
Park Master Plan and the Phase 1 Precise Plan, as prepared by DGA Architects, Kenkay
Associates, BKF Engineers, Surveyors, Planners; the EIR, including the Draft and Final EIR
prepared for the Gateway Business Park Master Plan and appendices thereto; all site plans, and
all reports, minutes, and public testimony submitted as part of the Planning Commission's duly
noticed November 19, 2009, and January 21, 2010, meetings; and any other evidence (within the
meaning of Public Resources Code §21080(e) and §21082.2), except as otherwise modified by
the following conditions:
1. The applicant shall comply with all applicable mitigation measures identified in the
Gateway Business Park Master Plan EIR and the Mitigation Monitoring and Reporting
Program (MMRP). – Prior to issuance of the first building permit the applicant shall
prepare a checklist outlining mitigation measures and status of implementation.
2. The parking ratio for the Master Plan and Precise Plan project shall not exceed 2.73
spaces per 1,000 square feet at any time. The current and all future Precise Plan
applications shall include site development plans that specify the campus-wide parking
ratio does not exceed 2.73 spaces per 1,000 square feet. If the campus-wide ratio exceeds
the 2.73 spaces per 1,000 square feet ratio, the developer shall provide a site plan that
indicates how parking spaces on the entire campus will be allocated and used.
3. Prior to approval of the first building permit, the developer shall submit a Phase 1,
Precise Plan landscaping, open space, plaza, central spine plan package, and loading area
screening, consistent with the approved the Gateway Business Park Master Plan, for
approval by the City’s Chief Planner.
4. Prior to approval of the first building permit, the developer shall submit a Phase 1,
Precise Plan vehicle circulation plan, showing the location and proposed designs for
shuttle stops, for the project, consistent with the approved the Gateway Business Park
Master Plan, for approval by the City’s Chief Planner.
5. Prior to approval of the first building permit, the developer shall submit building material
and color samples for the Phase 1, Precise Plan, for approval by the City’s Chief Planner.
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 2 of 10
6. Prior to issuance of the first building permit, the applicant shall provide appropriate
evidence to ensure that buildings are designed so that the calculated hourly average noise
levels during the daytime does not exceed and Leq of 45dBA, and instantaneous
maximum noise levels do not exceed 60 dBA.
7. The applicant shall cooperate with the City in the development/implementation of a
regional shuttle service if such is considered by the City.
8. TDM
a. In accordance with South San Francisco Municipal Code Section 20.120.070, prior to
issuance of a building permit the applicant shall submit a Final TDM Plan for review
and approval by the Chief Planner. The Final TDM Plan shall be consistent all
requirements and standards identified in SSFMC Chapter 20.120, Transportation
Demand Management, as amended by the City Council, and shall substantially reflect
the “Gateway Business Park Transportation Demand Management Program”, prepared
by Fehr & Peers, Transportation Consultants, dated May 4, 2009.
b. The applicant shall be required to reimburse the City for program costs associated with
monitoring and enforcing the TDM program.
9. Prior to approval of the first building permit, the developer shall submit a Phase 1,
Precise Plan building signage and monument package, consistent with the approved
Master Sign Program for the Gateway Business Park Master Plan, for approval by the
City’s Chief Planner.
10. All roof-mounted equipment, emergency generators, garbage areas, and storage areas
shall be contained in screened enclosures. The design, materials, color, and location of all
enclosures shall be subject to the review and approval of the City’s Chief Planner.
11. All vehicle loading areas shall be appropriately screened from view from any street, open
space area, plaza, and pedestrian walkway, consistent with the approved the Gateway
Business Park Master Plan, for approval by the City’s Chief Planner.
12. The applicant shall comply with all standard conditions as outlined in the “Standard
Conditions and Limitations for Commercial Industrial and Multi-Family Residential
Projects”, dated Revised February 1999. Accordingly, minor changes or deviations from
the approved plans may be approved by the Chief Planner; significant changes shall
require approval of the Planning Commission.
(Planning Division contact: Michael Lappen, Economic Development Coordinator (650) 877-
8535)
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 3 of 10
B. Engineering Division requirements shall be as follow:
I. STANDARD CONDITIONS
A. The developer shall comply with the applicable conditions of approval for commercial
projects, as detailed in the Engineering Division’s “Standard Conditions for Commercial
and Industrial Developments”, contained in our “Standard Development Conditions”
booklet, dated January 1998. This booklet is available at no cost to the applicant from
the Engineering Division.
B. The developer shall obtain a demolition permit to demolish the existing buildings. The
demolition permit shall be obtained from the Building Division and the developer shall
pay all fees and deposits for the permit. The developer shall provide letters from all
public utilities stating all said utilities have been properly disconnected from the existing
buildings. The developer shall submit a spreadsheet to the City’s Engineering Division of
the existing buildings which are slated for demolitions. The spreadsheet will include the
square footage and usage of each building for the determination of credits of East of 101
traffic impact fees.
C. The developer shall provide the City with a soils report, preliminary grading plan and a
cash deposit of $5,000 for peer review. Any grading in excess of 50 cubic yards shall
require a grading permit. The developer shall be responsible to pay all fees, a $30,000
cash deposit for environmental compliance/SWPPP inspections, and bonds.
D. The developer shall provide the City with a traffic study to evaluate how the project will
affect the Gateway/Oyster Point Boulevard (OPB) Intersection, OPB/Veterans
Intersection, OPB/1000 Gateway Driveway, OPB/Eastern Driveway and the
Gateway/East Grand Avenue Intersection. The traffic study should also evaluate onsite
circulation and identify any onsite or offsite related improvements to ensure safe
ingress/egress into, out and on the project. The traffic study should include and evaluate
area for pullouts for shuttle service along Gateway or on-site.
E. The developer shall hire a licensed land surveyor to set the property lines and determine
the setback lines. The surveyor shall all stake all foundations and stamp and submit a
letter to the Engineering Division stating the property lines have been properly
established and the new structures are located away from the setback area.
F. Any work performed in the City’s right-of-way shall require an encroachment permit.
The encroachment permit can be obtained at the Engineering Division. The developer
shall be responsible to bring in 4 copies of the plans and pay all fees and deposits.
II. SPECIAL CONDITIONS
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 4 of 10
a. The developer shall remove and replace all existing sidewalk or install new sidewalk
fronting the project, which will connect to the existing bus stop near 700 Gateway Blvd.
The new sidewalk shall comply with the City’s standard detail and shall provide any
required ADA handicap ramps. The work will be completed on a phase by phase basis
such that the scope of each Precise Plan will include sidewalk along the street frontage
associated with that particular Price Plan. All work shall be done at no cost to the City.
b. Any monument signs shall be placed completely on private property. The footing of
such signs shall remain on private property, out of the City’s right-of-way. The
developer shall provide the Engineering Division with lines of sight analyses for each
monument sign in close proximity of any project driveway.
c. Project driveways shall be the City’s standard detail for a commercial driveway. The
grade of each driveway cannot exceed a 12% grade. Unless controlled by a traffic signal,
the developer shall install a R1 “STOP” sign at each exit driveway from the project.
d. The traffic signals located at the intersection of Gateway Blvd./Oyster Point Blvd. and
the entry to the project between 700 and 800 Gateway Blvd. shall be upgraded to video
detection at no cost to the City. The developer shall contact the City’s Public Works
Department to obtain a list of approved traffic video detection systems.
e. Due to construction vehicle traffic, the developer shall improve the street fronting their
development with new asphalt/slurry seal. The developer will document the condition of
the street that fronts the buildings for each particular Precise Plan phase before and after
construction and make any necessary repairs to any deterioration on the impacted streets
fronting that particular phase resulting from the construction process. An improvement
plan shall be submitted to the Engineering Division for review and approval.
f. The developer shall coordinate work with California Water Service for all water utility
work.
g. The developer shall submit a utility plan showing all sewerlines, storm drainlines, and
waterlines. The developer shall be allowed to used the existing sanitary connections and
will ensure they are correctly sized for the project. A sanitary sewer manhole shall be
installed onsite, near the property line, to serve as a cleanout for the lateral as it connects
to the City’s sanitary sewer system. All sewerlines located on-site shall remain private
and the developer shall be responsible to maintain those lines. Proper easements shall be
existing or created to run utilities lines from one parcel through the other parcels.
h. The developer shall confirm the capacity of the sewer trunk lines located in the City’s
right-of-way to determine that the existing infrastructure will be able to accommodate the
new flows generated by the project.
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 5 of 10
i. The developer shall prepare and submit a drainage report for each development phase for
review and approval by the Engineering Division. The report shall include pre- and post-
development flows. Should the post-development flows increase, the developer shall
confirm the capacity of the storm drain trunk lines downstream from the project is
adequate for the increase flow.
j. The developer shall incorporate bio-grassy swales and other Best Management Practices
as stormwater measures within the project and shall be approved by the Engineering
Division and the Environmental Compliance Manager. The developer shall submit all
required stormwater forms and application to the Environmental Compliance Manager.
k. During the construction of the project, the developer shall ensure all dust mitigation
measures are enforced. The Environmental Compliance Officers shall conduct site visits
to inspect all environmental mitigation measures are in place and are effective.
l. Prior to the issuance of a Building Permit for the project, the applicant shall pay the
Oyster Point Overpass Contribution Fee, East of 101 Traffic Impact Fee and Sewer
System Capacity and Improvement Fee.
III. FEE CREDITS
The project includes the demolition of 2 single story R&D office buildings and 1 Childcare
Facility. The following is the calculation for fee credits towards the Oyster Point Overpass
Contribution and East of 101 Traffic Impact Fee.
Childcare Facility: 19,272 square feet. No credits can be given to this use as it is an
ancillary facility to support the employees of the 2 single story R&D office buildings. No
trips are generated from this childcare facility.
2 single story R&D offices: 95,400 square feet. Fee credits shall be based on trips:
95,400 sq. ft. x (5.30 trips / 1,000 sq. ft.) = 505.62 trips
IV. OYSTER POINT OVERPASS CONTRIBUTION FEE
Prior to receiving a Building Permit for the proposed new office/R&D development, the
applicant shall pay the Oyster Point Overpass fee, as determined by the City Engineer, in
accordance with City Council Resolutions 102-96 and 152-96. The fee will be calculated upon
reviewing the information shown on the applicant's construction plans and the latest Engineering
News Record San Francisco Construction Cost Index at the time of payment. The estimated fee
for the entire subject 291,000 GSF office and R&D development is calculated below. (The
number in the calculation, "9286.17", is the July 2008 Engineering News Record San Francisco
construction cost index, which is revised each month to reflect local inflation changes in the
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 6 of 10
construction industry.)
Trip Calculation
359,800 gsf R&D use @ 5.30 trips per 1000 gsf = 1,906.94 new vehicle trips less 505.62
trips (credit) = 1,402 new net trips
Contribution Calculation
1,402 trips X $154 X (9286.17/6552.16) = $ 305,999.61
V. EAST OF 101 TRAFFIC IMPACT FEES
Prior to the issuance of a Building Permit for any building within the proposed project, the
applicant shall pay the East of 101 Traffic Impact fee, in accordance with the resolution
adopted by the City Council at their meeting of May 23, 2007.
Fee Calculation (effective July 31, 2008)
359,800 gsf Office/R&D @ $4.60 per each square foot =$ 1,655,080.00
Traffic Impact Fee = $ 1,655,080.00
VI. EAST OF 101 SEWER IMPACT FEES (effective July 31, 2008)
The City of South San Francisco has identified the need to investigate the
condition and capacity of the sewer system within the East of 101 area, downstream of the
proposed office/R&D development. The existing sewer collection system was originally
designed many years ago to accommodate warehouse and industrial use and is now proposed to
accommodate uses, such as offices and biotech facilities, with a much greater sewage flow.
These additional flows, plus groundwater infiltration into the existing sewers, due to ground
settlement and the age of the system, have resulted in pumping and collection capacity
constraints. A study and flow model is proposed to analyze the problem and recommend
solutions and improvements.
The applicant shall pay the East of 101 Sewer Facility Development
Impact Fee, as adopted by the City Council at their meeting of October 23, 2002.
The adopted fee is $3.19 per gallon of discharge per day (this fee is adjusted on a
yearly basis). It is determined that Office/R&D generate 400 gallons per day per
1000 square feet of development.
0.4 g/sf (400 gpd/1000 sq. ft.) x $3.74 per gallon x 359,800 sq. ft. =
$538,260.80
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 7 of 10
The sewer contribution shall be due and payable prior to receiving a
building permit for each phase of the development.
Total estimated fees:
Oyster Point Overpass Fee $ 305,999.61
East of 101 Traffic Impact Fee $ 1,655,080.00
East of 101 Sewer Improvements Fee $ 538,260.80
Total $ 2,499,340.41
(Engineering Division contact: Sam Bautista, Senior Civil Engineer (650) 829-6652)
C. Police Department requirements shall be as follow: (July 8, 2008)
A. 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.
(Police Department contact person: Sgt. John Kallas, 877-8927)
D. Fire Prevention Division requirements shall be as follow:
1. All buildings require fire sprinklers. Please submit separate plans.
2. Plans shall conform to NFPA 13 and City of South San Francisco Municipal Code,
Section 15.24.110.
3. Exterior canopies and overhangs require fire sprinklers.
4. All fire sprinklers piping in the parking garage shall be corrosion resistant, either painted
or galvanized.
5. All buildings require fire alarms. Please submit separate plans.
6. Provide a horn/strobe at the front of the building, which will activate upon fire sprinkler
or alarm notification. Plans shall conform to NFPA 72 and City of South San Francisco
Municipal Code, Section 15.24.150.
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 8 of 10
7. All buildings require fire extinguishers.
8. Provide adequate premise identification (address) on the building per the City of South
San Francisco Municipal Code, Section 15.24.100.
9. Provide smoke control management system for the high-rise building in accordance with
California Fire Code (CFC).
10. These buildings will be equipped with a fire communication system. Due to the nature
of the construction in most high-rise and parking structure type buildings
communications between fire crews, incident commanders and county communication is
difficult and sometimes even non-existent.
11. The access at the rear of property does not meet the CFC, provide access or provide an
Alternate Means and Methods of Construction (AMMC) to mitigate this requirement.
The AMMC shall be submitted and approved by the Fire Chief prior to the issuance of a
building permit.
(Contact: Luis DeSilva, Fire Marshal: 650 829-6645)
E. Water Quality Control Department requirements shall be as follow:
The following items must be included in the plans or are requirements of the Stormwater and/or
Pretreatment programs and must be completed prior to the issuance of a permit:
1. A plan showing the location of all storm drains and sanitary sewers must be submitted.
2. Encourage the use of pervious pavement where possible.
3. The onsite catch basins are to be stenciled with the approved San Mateo Countywide
Stormwater Logo (No Dumping! Flows to Bay).
4. 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 required. 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.
If possible, incorporate the following:
• vegetated/grass swale along perimeter
• catch basin runoff directed to infiltration area
• notched curb to direct runoff from parking area into swale
• roof drainage directed to landscape
• use of planter boxes instead of tree grates for stormwater treatment
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 9 of 10
Manufactured drain inserts alone are not acceptable they must be part of a treatment train.
One of the following must be used in series with each manufactured unit: swales, detention
basins, media (sand) filters, bioretention areas, or vegetated buffer strips.
Treatment devices must be sized according to the WEF Method or the Start at the Source
Design. Please state what method is used to calculate sizing.
5. The applicant must submit a signed Operation and Maintenance Information for
Stormwater Treatment Measures form for the stormwater pollution prevention devices
installed.
6. The applicant must submit a signed maintenance agreement 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:
i. The operation manual for any proprietary system purchased by the
property owner.
7. The owner or his representative must file this agreement with the County of San Mateo
and documentation that the County received it must be sent to the Technical Services
Supervisor.
8. Applicant must complete the Project Applicant Checklist for NPDES Permit
Requirements prior to issuance of a permit and return to the Technical Services
Supervisor at the WQCP.
9. Roof condensate must be routed to sanitary sewer. This must be shown on plans prior to
issuance of a permit.
10. Trash handling area must be covered, enclosed and must drain to sanitary sewer. This
must be shown on the plans prior to issuance of a permit.
11. Loading dock areas must be covered and any drain must be connected to the sanitary
sewer system. This must be shown on plans prior to issuance of a permit.
Resolution 2688-2009
Exhibit A – Conditions of Approval
Page 10 of 10
12. Install separate water meters for the process, domestic, landscape, and any food service
facility.
13. Install a separate non-pressurized process line for sample monitoring if necessary before
mixing with domestic waste in the sanitary sewer. This must be shown on the plans prior
to the issuance of a permit.
14. Install a flow meter to measure process flow.
15. Fire sprinkler system test/drainage valve should be plumbed into the sanitary sewer
system. This must be shown on the plans prior to issuance of a permit.
16. A construction Storm Water Pollution Prevention Plan must be submitted and approved
prior to the issuance of a permit.
17. Plans must include location of concrete wash out area and location of entrance/outlet of
tire wash.
18. A grading and drainage plan must be submitted.
19. An erosion and sediment control plan must be submitted.
20. Applicant must pay sewer connection fee at a later time based on anticipated flow, BOD
and TSS calculations.
21. Must file a Notice of Termination with the WQCP when the project is completed.
(Contact: Cassie Prudhel, Environmental Compliance Coordinator (650) 829-3840)
Resolution 2688-2009
Exhibit B
GATEWAY BUSINESS PARK MASTER PLAN PROJECT
GENERAL PLAN AMENDMENT
CHAPTER TWO – LAND USE ELEMENT
The General Plan Amendment includes the following table and text changes in “Chapter Two –
Land Use Element, Section 2.2, Land Use Framework.” The amendments are noted in the
Tables 2.2-1 and 2.2-2, and in the “Classification System, Business Commercial” text below. No
data or text is being deleted, however, additions to the tables and text are indicated in double-
underline.
Table 2.2-1, Standards for Density and Development Intensity
Land Use Designation Residential
Density
(Units/net acres)
Maximum
Permitted
FAR 1
Maximum Permitted with
Incentives and Bonuses
Units/Net
Acre
FAR (see
Table 2.2-2)
Residential 2,3
Low Density Up to 8.0 0.5 10.0 -
Medium Density 8.1-18.0 1.0 22.5 -
High Density 18.1-30.0 - 37.5 -
Downtown
Downtown
Commercial 4
- 3.0 - -
Downtown
Residential
Low Density 5.1-15.0 0.7 15.0 -
Medium Density 15.1-25.0 1.25 31.3 -
High Density 25.1-40.0 - 50.0 3 -
Office - 1.0 - 2.5 5
Commercial
Community Commercial - 0.5 - -
Business Commercial - 0.5 - 1.0 5
Hotel - 1.2 - 2.0
Coastal Commercial - - - -
Retail - 0.5 - -
Office - 1.0 - -
Hotel - 1.6 - -
Industrial
Business &
Technology Park
- 0.5 - 1.0 6
Resolution 2688-2009
Exhibit B – General Plan Amendment
Page 2 of 3
Mixed Industrial - 0.4 0.6 7
Business
Commercial 8
- 0.5 - 1.0 8
1. Including garages for residential development, but excluding parking structures for non-residential development.
2. 20 percent density bonus is available for development within 1/4-mile of a fixed-guideway transit (Caltrain, BART station or
City–designated ferry terminal) .
3. 25 percent bonus is available for projects with affordable housing, housing for elderly residents with specific amenities
designed for residents, or housing that meets community design standards that may be specified in the Zoning Ordinance.
4. Residential uses may be permitted on second and upper floors only and are subject to a use permit.
5. Required parking must be structured.
6. Permitted for research and development uses with low employment intensity, or other uses providing structured parking.
7. Permitted for uses with low employment intensity, such as wholesaling, warehousing, and distribution.
8. See Table 2.2-2. The Gateway Business Park Master Plan, comprising several parcels on 22.6 acres at the southeast corner of
Gateway Boulevard and Oyster Point Boulevard, is permitted to develop up to a FAR of 1.25 with a TDM.
Table 2.2-2, Standards for Density and Development Intensity
Land Use
Designation
Base Floor
Area Ratio
(FAR)
Incentive-Based FAR Bonuses Total
Maximum
FAR
Maximum Attainable
FAR with Transportation
Demand Management
(TDM) Program
Other Specified
Design Standards 2
Office 1.0 1.3 0.2 2.5
Business
Commercial 3
0.5 0.4 0.1 1.0
Business &
Technology Park
0.5 0.4 0.1 1.0
Hotels 1 1.2 0.6 0.2 2.0
Mixed Industrial 0.4 - - 0.6
Coastal
Commercial
Retail 0.5 0.4 0.1 1.0
Office 1.0 0.5 0.1 1.6
Hotel 1.6 0.4 0.2 2.2
1. The Hotel FAR listed for Base, Maximum Attainable FAR with TDM, Other Specified Design Standards, and Total Maximum
FAR is applicable for all hotels located in all General Plan designated areas that permit hotel uses.
2. Discretionary; based on criteria established in the Zoning Ordinance and upon review by Planning Commission.
3. The Gateway Business Park Master Plan, comprising several parcels on 22.6 acres at the southeast corner of Gateway
Boulevard and Oyster Point Boulevard, is permitted to develop up to a FAR of 1.25 with a TDM.
Classification System
Business Commercial
This category is intended for business and professional offices, and visitor service
establishments, and retail. Permitted uses include for administrative, financial, business,
Resolution 2688-2009
Exhibit B – General Plan Amendment
Page 3 of 3
professional, medical and public offices, and visitor-oriented and regional commercial activities.
Regional commercial centers, restaurants and related services are permitted subject to
appropriate standards. This category is intended for the emerging commercial and hotel district
along South Airport, Gateway, and Oyster Point boulevards, and South Spruce corridor. The
maximum Floor Area Ratio is 0.5, but increases may be permitted up to a total FAR of 1.0 for
uses such as research and development establishments, or for development meeting specific
transportation demand management (TDM), off-site improvement, or specific design standards.
The Gateway Business Park Master Plan area, comprising several parcels on 22.6 acres at the
southeast corner of Gateway Boulevard and Oyster Point Boulevard, is permitted to develop up
to a FAR of 1.25 with a TDM alternative mode shift of 40 percent. Maximum FAR for hotel
developments shall be 1.2, with increases to a maximum total FAR of 2.0 for development
meeting specified criteria.
1364315.1
Resolution 2688-2009
Exhibit C
GATEWAY BUSINESS PARK MASTER PLAN
CITY OF SOUTH SAN FRANCISCO ZONING CODE
PROPOSED TEXT AMENDMENTS
PART I: AMENDMENTS TO CHAPTER 20.57
The following amendments to Chapter 20.57 (“Gateway Specific Plan District”) of the South San
Francisco Municipal Code are proposed pursuant to the Gateway Business Park Master Plan
Project. No amendments are proposed to any Sections that are not identified below. Text
proposed for deletion is marked in strikethrough; Text proposed to be added is marked double
underline.
Chapter 20.57 GATEWAY SPECIFIC PLAN DISTRICT
Sections:
Article I. General Provisions
20.57.110 Notes and conditions—Precise plan approval.
In accordance with Title 7, Division 1, Chapter 3, Article 10 of the California
Government Code, the Gateway specific plan provides that the redevelopment agency
shall have the authority to 20.57.120 review and approve or disapprove precise plans and
master plans for development within the specific plan area, and the procedure for review
of such precise plans is set forth in Sections 20.57.500 through 20.57.600. Accordingly,
such precise plans shall not be subject to review under Sections 20.72.160 through
20.72.210.
Article IV. Construction Standards
20.57.400 Signs—Program—Area per site
A sign program shall be submitted as a part of the precise plan application (or Master
Plan application, if a Master Plan is submitted) for a site. The area of signs appurtenant to
the use of a site shall not exceed one hundred square feet per acre of site area. The sign
area permitted for each site may be divided into the number of single or double faced
signs appropriate for the number and size of buildings located on a site.
Article VII. Master Plan and Precise Plan Procedure for Implementation of
Specific Plan
20.57.505 Master Plan
Resolution 2688-2009
Exhibit C – Zoning Text Amendment
Page 2 of 5
An applicant of a project that comprises multiple buildings and multiple phases, may
apply for approval of a Master Plan. The purpose of the Master Plan would include the
following: (a) to provide a long-term framework for growth and development for a
facility; (b) to provide facility-wide design guidelines for building areas, architecture,
open space, employment, vehicular trip generation, pedestrian and vehicular circulation,
public infrastructure, utility needs and other elements; (c) to initiate a comprehensive
CEQA review for a unified campus development; and (d) to increase expedite review
procedures for future development consistent with an approved Master Plan.
The required elements of a Master Plan shall include proposed phasing plan, general site
and building layout, permitted uses, proposed parking plan, preliminary Transportation
Demand Management plan consistent with Municipal Code Chapter 20.120 (and
revisions thereto), and design guidelines.
The procedure for approval of a Master Plan shall be as described in this Chapter. Final
design of individual buildings shall comply with the approved Master Plan design
guidelines and shall be approved pursuant to Precise Plan applications, subject to the
terms of this Chapter.
20.57.510 Precise plan required
No person shall commence any use or erect any structure or make exterior modifications
to any existing use, parking area or structure, and no building permit, variance permit or
certificate of occupancy shall be issued for any new use or structure or modification
thereof until a precise plan therefore has been approved in accordance with the
requirements set forth in Sections 20.57.520 through 20.57.600. The following shall not
require prior approval of a precise plan:
A. Change in sign copy on existing changeable signs or on signs designed to allow a
change of copy;
B. Changes required in whole or in part by a requirement of any governmental agency;
C. A permit for demolition of buildings existing in the specific plan area prior to adoption
of the Gateway specific plan enabling ordinance and a general site grading permit for the
specific plan area shall be granted without approval of precise plans therefor.;
D. Each project or phase identified in the Master Plan shall be required to obtain a
separate Precise Plan approval.
20.57.530 Contents
The following information and drawings shall be required for consideration by the
redevelopment agency, except that the executive director of the redevelopment agency
may require lesser information or fewer drawings if in his opinion the information and
drawings submitted meet the intent and purpose of this section; or, the executive director
of the redevelopment agency may require additional information if such additional
Resolution 2688-2009
Exhibit C – Zoning Text Amendment
Page 3 of 5
information is necessary to meet the intent and purpose of this section:
A. All applicable tentative, final or parcel maps within the area covered by the proposed
precise plan;
B. A legal and physical description of the site including boundaries, easements, existing
topography, natural features, existing buildings, structures and utilities;
C. A plot or site plan, drawn to scale which depicts all proposed on-site improvements
and utilities and the locations of same in accordance with the standards established in the
Gateway specific plan;
D. A landscape plan drawn to scale which sets forth information pertinent to the
landscape requirements of the Gateway specific plan and the zoning ordinance and shows
all existing trees and shrubs on the site;
E. Grading and drainage plans unless the city engineer determines they are unnecessary
for the review process;
F. Architectural plans and exterior elevations indicating profiles, glazing and materials
drawn to scale. The applicant shall submit one colored fullsize print showing elevations
drawn to scale and ten 8-1/2” x 11” reductions showing all land uses and buildings;
G. Scale drawings of all signs and light standards with details of height, area, color and
materials specified therein; H. Any other drawings or additional information necessary
for the redevelopment agency to review and make its determination as required hereby.;
H. A Phasing Plan shall be required as part of a Master Plan application.
20.57.540 Changes after Approval
If significant changes to an approved precise plan or master plan are desired by the
applicant, a revised precise plan or master plan shall be submitted and processed
according to the procedures established herein for approval of the original precise plan.
Revisions which are minor in nature, other than those applied as a condition of approval,
shall be reviewed and approved by the executive director of the redevelopment agency.
20.57.550 Guidelines for review
In reviewing precise plans pursuant to the Gateway specific plan, the redevelopment
agency shall review to ensure consistency with an approved Master Plan for the site, and
shall adhere to the standards set forth in Sections 20.57.160 through 20.57.470, and shall
further attempt to foster and promote the general character and purposes of the specific
plan area as set forth in the redevelopment plan and the owner participation agreement.
(Ord. 868 Exh. A § G (6), 1981)
20.57.565 Design review
Each application for a precise plan or master plan shall be referred to the design review
board, which shall formulate a recommendation to the agency. The agency shall adopt
design guidelines for master plan and research and development and office/sales/service
Resolution 2688-2009
Exhibit C – Zoning Text Amendment
Page 4 of 5
projects. These guidelines, which may be amended from time to time, shall provide the
standards for the design review of these projects.
20.57.570 Executive directors review
The executive director of the redevelopment agency shall review the application in light
of the guidelines and standards set forth in Sections 20.57.160 through 20.57.470, and
shall consult with the staff of affected departments and offices of the city in connection
with the review of each precise plan or master plan. Upon completion of his review and
consultations, the executive director shall submit the precise plan or master plan to the
board of the redevelopment agency and shall recommend that the board of the
redevelopment agency approve, conditionally approve, disapprove or suggest
modifications to the precise plan or master plan.
20.57.580 Redevelopment agency approval decision
The redevelopment agency shall approve, conditionally approve, disapprove or suggest
modifications to the precise plan or master plan. Any conditions shall be reasonable, and
designed to assure attainment of the standards established in Section 20.57.550. No
approval shall be unreasonably withheld by the board if the precise plan or master
plan shall be within the standards set forth in Section 20.57.550. If the board disapproves
the precise plan or master plan, it shall specify the standards or conditions which have not
been met. If the board fails to approve, approve with conditions, disapprove or suggest
modifications to the precise plan or master plan as submitted by the applicant within
forty-five days following the date the complete precise plan or master plan (plus any
period of extension under Section 20.57.560) was submitted to the executive director of
the redevelopment agency, the precise plan or master plan shall be deemed approved.
20.57.600 Expiration of approval
Any building permit or variance permit for which a precise plan has been approved,
conditionally approved or modified shall lapse and shall be deemed void two years after
the date thereof if a building permit has not been issued therefor and/or construction has
not commenced or has not proceeded with due diligence thereafter. Reasonable
extensions of time may be granted by the board of the redevelopment agency. Master
Plan projects are subject to the approved phasing plan and a precise plan for the buildings
within each phase. Any changes to the Phasing Plan shall be subject to approval by the
Redevelopment Agency.
PART II: AMENDMENTS TO CHAPTER 20.120
The following amendments to Chapter 20.120 (“Transportation Demand Management”) of the
Resolution 2688-2009
Exhibit C – Zoning Text Amendment
Page 5 of 5
South San Francisco Municipal Code are proposed pursuant to the Gateway Business Park
Master Plan Project. No amendments are proposed to any Sections that are not identified below.
Text proposed for deletion is marked in strikethrough; Text proposed to be added is marked
double underline.
Table 20.120.030-D: Alternative Mode Use Requirements for an FAR Bonus
General Plan Land Use
Classification
Requested FAR Alternative Mode Use
Required (Percent)
Office 1.10 - 1.59
1.60 – 1.99
2.00 – 2.30
30.0
36.5
45.0
Business Commercial/Coastal
Commercial or Business
Technology Park
0.51 – 0.69
0.70 – 0.80
0.81 – 0.901.0
1.01 – 1.12
1.13 – 1.25
30.0
32.0
35.0
38.0
40.0
Hotel (in either Business
Commercial or Coastal
Commercial)
1.21 – 1.49
1.50 – 1.69
1.70 – 1.80
30.0
32.0
35.0
1364187.1
Resolution 2688-2009
Exhibit D
DEVELOPMENT AGREEMENT
Gateway Business Park Master Plan Project
This DEVELOPMENT AGREEMENT FOR THE GATEWAY BUSINESS PARK MASTER
PLAN PROJECT is dated _______________, 2010 ("Agreement"), between CHAMBERLIN
ASSOCIATES, a California ________________ ("Owner"), and the CITY OF SOUTH SAN
FRANCISCO, a municipal corporation organized and existing under the laws of the State of
California ("City"), on the other hand. Owner and the City are collectively referred to herein as
"Parties."
R E C I T A L S
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 Agreement concerns property consisting of A 22.6-acre site located at the
corner of Gateway and Oyster Point Boulevards (700, 750, 800, 850, 900, and 1000 Gateway
Boulevard), in the Gateway Redevelopment Project Area and Gateway Specific Plan Area,
as shown and more particularly described in Exhibit A, attached (the "Property"); and
D. WHEREAS, Owner has a legal or equitable interest in the Property subject to this
Agreement; and,
E. WHEREAS, Owner has submitted a development proposal to the City that would permit the
development of the Property as depicted in (i) the Gateway Business Park Master Plan, dated
October, 2009, prepared by Kenkay Associates, and (ii) the Phase 1 Precise Plan, dated
October, 2009, prepared by DGA Architects, Kankay Associates, and BKF Engineers
Surveyors Planners, attached hereto as Exhibit B and Exhibit C, respectively; and
F. WHEREAS, Owner has requested that the City enter into this Agreement to set forth the
rights and obligations of the Parties relating to the development of the Property; and,
G. WHEREAS, all proceedings necessary for the valid adoption and execution of this
Agreement have taken place in accordance with Government Code Sections 65864 through
65869.5, the California Environmental Quality Act ("CEQA"), and Chapter 19.60 of the
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 2 of 22
Gateway Business Park Master Plan Project 01/21/2010
Municipal Code; and,
H. WHEREAS, the City Council and the Planning Commission have found that this Agreement
is consistent with the objectives, policies, general land uses and programs specified in the
South San Francisco General Plan as adopted on October 13, 1999 and as amended from
time to time; and,
I. WHEREAS, on ____________, 2010, the City Council adopted Ordinance No. _________
approving and adopting this Agreement and the Ordinance thereafter took effect on
_______________, 2010.
A G R E E M E N T
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. Effective Date
Pursuant to Section 19.060.140 of the Municipal Code, notwithstanding the fact that the City
Council adopts an ordinance approving this Agreement, this Agreement shall be effective
and shall only create obligations for the Parties from and after the date that the ordinance
approving this Agreement takes effect ("Effective Date").
2. Duration
This Agreement shall expire ten (10) years from the Effective Date, but in no event later than
December 31, 2020. 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 "Project" (as defined in
Section 3 below), the expiration date of this Agreement shall be extended for a period equal
to the length of time from the time the summons and complaint is served on the defendant(s)
until the judgment entered by the court is final and not subject to appeal; provided, however,
that the total amount of time for which the expiration date shall be extended as a result of
such litigation shall not exceed five (5) years.
3. Project Description; Development Standards For Project
The project to be developed on the Property pursuant to this Agreement (the "Project") shall
consist of the phased removal and replacement of existing buildings on the 22.6-acre project
site and construction of five to six new buildings, three to seven levels in height, and two to
four parking structures, in multiple phases from 2011 to 2020, and exterior landscaping and
driveways, and other related improvements, to create a connected, pedestrian-friendly
campus-style development, as more particularly described in the Master Plan (including the
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 3 of 22
Gateway Business Park Master Plan Project 01/21/2010
Master Plan Design Guidelines) and the Phase 1 Precise Plan (attached as Exhibit B and
Exhibit C respectively) 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 Master Plan and Phase 1 Precise Plan, the Development Plan, the
Environmental Impact Report or Mitigated Negative Declaration (and any addenda
thereto in effect as of the Effective Date), this 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 as of the
Effective Date), except as modified in this Agreement. The Project will be
redeveloped in multiple phases. Each new phase of development will adhere to the
governing Municipal Code provisions applicable to the Property, as well as the
development guidelines set forth in the Gateway Master Plan Development
Standards, including the implementation of access, service and parking needs to
support each new phase of redevelopment. During each particular redevelopment
phase, Owner will maintain existing access, service and parking needs to support
existing improvements located on portions of the Property, yet to be redeveloped
during subsequent phases. Plan details for subsequent phases will be submitted to
the City for appropriate review and approval, in the form of future Precise Plans.
(b) Subject to Owner's fulfillment of its obligations under this Agreement, upon the
Effective Date of this Agreement, the City hereby grants to Owner a vested right to
develop and construct on the Property all the improvements for the Project
authorized by, and in accordance with, the terms of this Agreement, the Master Plan
and Phase 1 Precise Plan (as approved by the City Council) and the applicable
ordinances in effect as of the Effective Date.
(c) Upon such grant of right, no future amendments to the City General Plan, the City
Zoning Code, the 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 Master Plan and Phase 1 Precise Plan (as approved by the City
Council); provided, however, that nothing in this Agreement shall prevent or
preclude the City from adopting any land use regulations or amendments expressly
permitted herein or otherwise required by State or Federal Law.
(d) Owner shall cause the Project to be submitted for certification pursuant to the
Leadership in Energy and Environmental Design (LEED) Green Building Rating
System of the U.S. Green Building Council. Owner shall use good faith efforts to
achieve a “Silver” rating, pursuant to the LEED Green Building Rating System.
Provided, however, that Owner shall not be in default under this agreement if,
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 4 of 22
Gateway Business Park Master Plan Project 01/21/2010
notwithstanding Owner’s good faith efforts, the Project does not receive a “Silver”
(or higher) rating.
4. Permits For Project
Owner shall submit a Development Plan for development of the Project within sixty (60)
days of applying for a grading permit for any 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, the City shall issue building permits and Certificates of Occupancy only
after the City has reviewed and approved Owner's applications therefor. City staff review of
applications for permits, 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) Owner has obtained Design Review approval for the Project, including required
approval of landscaping and common improvements; and,
(d) All applicable processing, administrative and legal fees have been paid subject to the
provisions of this Agreement; and,
(e) For Certificates of Occupancy only, Owner has completed, and the City has
approved, the landscaping and common improvements for earlier phases of the
Project.
5. Vesting of Approvals
Upon the City's approval of the Design Review, the Master Plan and Phase 1 Precise Plan,
Transportation Demand Management Plan, and this Agreement, such approvals shall vest in
Owner and its successors and assigns for the term of this Agreement, provided that the
successors and assigns comply with the terms and conditions of all of the foregoing,
including, but not limited to, submission of insurance certificates and bonds for the grading
of the Property and construction of improvements.
6. Cooperation Between Parties in Implementation of This 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 Agreement. Accordingly, Owner and the City shall proceed in a
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 5 of 22
Gateway Business Park Master Plan Project 01/21/2010
reasonable and timely manner, in compliance with the deadlines mandated by applicable
agreements, statutes or ordinances, to complete all steps necessary for implementation of this
Agreement and development of the Property in accordance with the terms of this Agreement.
The City shall proceed in an expeditious manner to complete all actions required for the
development of the Project, including, but not limited to, the following:
(a) Scheduling all required public hearings by the City Council and City Planning
Commission; and
(b) Processing and checking all maps, plans, permits, building plans and specifications
and other plans relating to development of the Property filed by Owner or its
nominee, successor or assign as necessary for development of the Property, and
inspecting and providing acceptance of or comments on work by Owner that requires
acceptance or approval by the City.
Owner, in a timely manner, shall provide the City with all documents, applications, plans and
other information necessary for the City to carry out its obligations hereunder and to cause
its planners, engineers and all other consultants to submit in a timely manner all necessary
materials and documents.
7. Acquisition of Other Property; Eminent Domain
In order to facilitate and insure development of the Project in accordance with the Plan Set
and the City Council's approval, the City may assist Owner, at Owner's request and at
Owner's sole cost and expense, in acquiring any easements or properties necessary for the
satisfaction and completion of any off-site components of the Project required by the City
Council to be constructed or obtained by Owner in the Council's approval of the Project and
the Master Plan and Phase 1 Precise Plan, in the event Owner is unable to acquire such
easements or properties or is unable to secure the necessary agreements with the applicable
property owners for such easements or properties. Owner expressly acknowledges that the
City is under no obligation to use its power of Eminent Domain.
8. Maintenance Obligations on Property
All of the Property subject to this 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
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.
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 6 of 22
Gateway Business Park Master Plan Project 01/21/2010
(b) Any provisions of said CC&Rs governing the Project relating to the maintenance
obligations under this section shall be enforceable by the City.
9. Reserved
10. New Taxes
Any subsequently enacted City-wide taxes shall apply to the Property, provided that: (i) the
application of such taxes to the Property is prospective; and (ii) the application of such taxes
would not prevent development in accordance with this Agreement.
11. 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 that benefit the Property.
12. Additional Conditions
Owner shall comply with all of the following requirements:
(a) Fees. Owner shall not be responsible for any fees imposed by the City in connection
with the development and construction of the Project, except as outlined in this
Agreement, the Master Plan and Phase 1 Precise Plan, and those in existence as of
the effective date of the Agreement. No fee requirements (except those identified
herein) imposed by the City on or after the Effective Date and no changes to existing
fee requirements (except 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. Any existing application, processing,
administrative, legal and inspection fees that are revised during the term of this
Agreement shall apply to the Project provided that (i) such fees have general
applicability; (ii) the application of such fees to the Property is prospective; and
(iii) the application of such fees would not prevent development in accordance with
this Agreement.
1) Impact Fees. Owner shall pay the East of 101 Traffic Impact fee, the Oyster
Pt. Interchange fee, the Sewer Impact fee, and the Childcare fee, based on the
application of the formulas in effect as of the time the City issues each building
permit for each phase of the Project, and shall be payable substantially
concurrently with, but not later than, the issuance of each such building permit.
All such impact fees shall be based on net new square footage.
2) Park In-Lieu Fee. As of the date of this Term Sheet, the City is evaluating a
“Park In-Lieu Fee” to support the creation of additional public open space in lieu
of requiring that applicants avail one-half an acre per 1,000 new employees, to
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 7 of 22
Gateway Business Park Master Plan Project 01/21/2010
the public in the East of 101 area. If implemented, Owner will be responsible for
such Park In-Lieu Fee, with a maximum cap of $4.78/sf. The actual fee, if
implemented, may be lower, in which case Owner would be responsible for the
actual fee in effect at the time the City issues each building permit for
development subject to the fee . If the Park In-Lieu Fee allows for a credit ,
Owner shall receive a credit to offset a portion of the Park In-Lieu, for
development private open space created within the Gateway Master Plan.
Owner’s credit shall be identical to the credit, if any, allowed under the Park In-
Lieu Fee program, except that (i) in no case, shall owner receive a credit
offsetting less than 25% of Owner’s required fee, or more than 50% of Owner’s
required fee; and (ii) in no case shall zoning or building code required open
areas, including but not limited to the ten-percent landscaping requirement
(SSFMC, § 20.73.050(c)) and setbacks, be counted towards any offsetting credit.
(b) Child Care. If the existing day care facility located at 850 Gateway Boulevard
remains in place, and retains its status as a fully licensed and operational childcare
facility serving at least 100 children, no additional childcare requirement (other than
the City’s Childcare Fee described in SSFMC, Chapter 20.115) will be imposed.
However, if the 850 Gateway Boulevard facility is eliminated:
1) Owner shall construct and have ready for occupancy, a childcare facility of
approximately 8,000 square feet designed to accommodate a minimum of 100
children within the Project no later than the earlier of:
i. the date when the stabilized employee population within the Project reaches
that required to sustain a facility that accommodates a minimum of 100
children or
ii. occupancy of the final building to be constructed under the Gateway Master
Plan or
iii. one year prior to the expiration of this Agreement
Accordingly, Owner shall submit design plans for the childcare facility no
later than December 31, 2016, and shall obtain all required permits, including
building permits and commence construction of the facility no later than
December 31, 2017. If the childcare facility is open to the public, City and
Owner may mutually agree to allow the City to operate the facility.
2) Notwithstanding the foregoing, if circumstances prevail that new construction
does not exceed 650,000 square feet and the existing day care facility at 850
Gateway Boulevard is eliminated, Owner may alternatively meet this
requirement by providing a one dollar ($1) per square foot in-lieu fee for the net
new construction that has occurred. Each year after 2010, the per square foot fee
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 8 of 22
Gateway Business Park Master Plan Project 01/21/2010
shall automatically be increased at a rate equal to the Change from Prior Year for
the Consumer Price Index—All Urban Consumers, for the San Francisco-
Oakland-San Jose Area. If Owner elects to satisfy this childcare requirement
through payment of this in-lieu fee, the in-lieu fee shall be paid no later than
December 31, 2019.
3) If the 850 Gateway Boulevard facility is eliminated or not fully licensed and
operational as described above, and Owner fails to either construct a new facility
by the deadline described in subparagraph A, or pay the in-lieu fee by the
deadline described in subparagraph B, Owner shall instead pay a fee equal to the
City’s estimated reasonable costs, including all costs associated with site
acquisition (including, if necessary, eminent domain), environmental review,
permitting, and all other expenses and fees, including attorney’s fees, required to
construct a childcare facility of equivalent size and quality as that described in
subparagraph A.
(c) Transportation Demand Management Plan. Owner shall prepare an annual
Transportation Demand Management (TDM) report, and submit same to City, to
document the effectiveness of the TDM plan in achieving the goal of 35% alterative
mode usage when the project is built out to a 1.0 FAR or less, or a graduated scale
between 35% and 40% alternative mode usage (“Targeted Alternative Mode Usage”)
when the Project is built out between a 1.0 and 1.25 FAR, by employees within the
Project. The Targeted Alternative Mode Usage will be determined as follows:
FAR Alternative Mode Usage
≤1.0 35%
1.01 – 1.12 38%
1.13 – 1.25 40%
The TDM report will be prepared by an independent consultant, retained by City
with the approval of Owner (which approval shall not be unreasonably withheld or
delayed) and paid for by Owner, which consultant will work in concert with Owner’s
TDM coordinator. The TDM report will include a determination of historical
employee commute methods, which information shall be obtained by survey of all
employees working in the redeveloped buildings on the Property. All non-responses
to the employee commute survey will be counted as a drive alone trip. TDM
monitoring shall be required and conducted pursuant to South San Francisco
Municipal Code, Chapter 20.120, as that Chapter may be revised, amended, or
reorganized from time to time.
1) TDM Reports: The initial TDM report for each redeveloped building on the
Property will be submitted two (2) years after the granting of a certificate of
occupancy with respect to the building, and this requirement will apply to all of
the redeveloped buildings on the Property except the parking facilities. The
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 9 of 22
Gateway Business Park Master Plan Project 01/21/2010
second and all later reports with respect to each building shall be included in an
annual comprehensive TDM report submitted to City covering all of the
redeveloped buildings on the Property which are submitting their second or later
TDM reports.
2) Report Requirements: The goal of the TDM program is to encourage
alternative mode usage, as defined in Chapter 20.120 of the South San Francisco
Municipal Code. The initial TDM report shall either: (1) state that the applicable
property has achieved the Targeted Alternative Mode Usage, based on the
number of employees in the redeveloped buildings at the time, providing
supporting statistics and analysis to establish attainment of the goal; or (2) state
that the applicable property has not achieved the Targeted Alternative Mode
Usage, providing an explanation of how and why the goal has not been reached,
and a description of additional measures that will be adopted in the coming year
to attain the Targeted Alternative Mode Usage.
3) Penalty for Non-Compliance: If after the initial TDM report, subsequent
annual reports indicate that, in spite of the changes in the TDM plan, the Targeted
Alternative Mode Usage is still not being achieved, or if Owner fails to submit
such a TDM report at the times described above, City may assess Owner a penalty
in the amount of Fifteen Thousand Dollars ($15,000.00) per year for each
percentage point below the Targeted Alternative Mode Usage goal.
i. In determining whether a financial penalty is appropriate, City may consider
whether Owner has made a good faith effort to meet the TDM goals.
ii. If City determines that Owner has made a good faith effort to meet the TDM
goals but a penalty is still imposed, and such penalty is imposed within the
first three (3) years of the TDM plan (commencing with the first year in
which a penalty could be imposed), such penalty sums, in the City’s sole
discretion, may be used by Owner toward the implementation of the TDM
plan instead of being paid to City. If the penalty is used to implement the
TDM Plan, an Implementation Plan shall be reviewed and approved by the
City prior to expending any penalty funds.
iii. Notwithstanding the foregoing, the amount of any penalty shall bear the same
relationship to the maximum penalty as the completed construction to which
the penalty applies bears to the maximum amount of square feet of Office,
Commercial, Retail and Research and Development use permitted to be
constructed on the Property. For example, if there is 200,000 square feet of
completed construction on the Property included within the TDM report with
respect to which the penalty is imposed, the penalty would be determined by
multiplying Fifteen Thousand Dollars ($15,000.00) times a fraction, the
numerator of which is 200,000 square feet and the denominator of which is
the maximum amount of square feet of construction permitted on the
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 10 of 22
Gateway Business Park Master Plan Project 01/21/2010
Property, subtracting the square footage of the parking facilities; this amount
would then be multiplied by the number of percentage points below the
Targeted Alternative Mode Usage goal.
iv. The provisions of this section are incorporated as Conditions of Approval for
the Project and shall be included in the approved TDM for the Project.
(d) Transit Station or Ferry Terminal Enhancement Contribution. Owner shall pay
an in-lieu fee to be used for enhancing, enlarging, repairing, restoring, renovating,
remodeling, redecorating, and/or refurbishing the Caltrain Station located at 590
Dubuque Avenue, the Oyster Point Ferry terminal and/or their associated facilities.
The in-lieu fee shall be in the amount of one dollar per SF of building area excluding
parking structures for each phase of development and shall be payable in two (2)
equal installments per phase. One-half (1/2) of the in-lieu fee shall be payable
substantially concurrently with, but not later than, the issuance of the building permit
for the shell of the building, and one-half (1/2) of the in-lieu fee shall be payable
prior to the issuance of a Certificate of Occupancy for the shell of the building.
(e) Mass Decontamination System Contribution. As Owner’s “fair share”
contribution to the City’s emergency preparedness, Owner shall pay an in-lieu fee to
be used to fund a portion of the costs of purchasing a mobile, prefabricated mass
decontamination system, capable of serving ambulatory and non-ambulatory,
chemically contaminated persons at a rate of not less than two hundred fifty (250)
persons per hour. The in-lieu fee shall be in the amount of $0.10 per gross square
foot, and shall be payable prior to the issuance of a Certificate of Occupancy for the
shell of each building to be constructed as part of the project. The in-lieu fee shall be
payable by Owner until the system is fully funded and shall be deposited and held in
a separate account by the City.
(f) EIR. The Parties will adhere to the Conditions of Approval for the Project and the
Mitigations which result from the Environmental Impact Report (“EIR”) and
Mitigation Monitoring and Reporting Program (“MMRP”). Entitlement review for
future Project phases will be limited in scope, so long as consistent with the EIR and
Master Plan book and Design Guidelines.
13. Indemnity
Owner agrees to indemnify, defend (with counsel selected by the City subject to the
reasonable approval of Owner) and hold harmless the City, and its elected and appointed
councils, boards, commissions, officers, agents, employees, and representatives from any and
all claims, costs (including legal fees and costs) and liability for any personal injury or
property damage which may arise directly or indirectly as a result of any actions or inactions
by 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
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 11 of 22
Gateway Business Park Master Plan Project 01/21/2010
gross negligence or willful misconduct of the 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).
14. Interests of Other Owners
Owner has no knowledge of any reason why Owner, and any other persons holding legal or
equitable interests in the Property as of the Effective Date, will not be bound by this
Agreement.
15. Assignment
(a) Right To Assign. Owner may at any time or from time to time transfer its 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 Agreement shall be binding upon, and the
benefits of this 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 transferee has been informed, understands and agrees
that the burdens and benefits under this Agreement relating to such transferred
property shall be binding upon and inure to the benefit of the transferee.
(b) Notice of Assignment or Transfer. No transfer, sale or assignment of Owner's rights,
interests and obligations under this Agreement shall occur without prior written
notice to the 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 15(b), Owner may at any time, upon notice to
the 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 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 than those that transfer Owner's interest in the property to a
third party not specifically identified in this subsection) or otherwise.
(d) Release Upon Transfer. Upon the transfer, sale, or assignment of all of
Owner's rights, interests and obligations under this Agreement pursuant to Section 15(a),
Section 15(b) or Section 15(c) of this Agreement, Owner shall be released from the obligations
under this Agreement, with respect to the Property transferred, sold, or assigned, arising
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 12 of 22
Gateway Business Park Master Plan Project 01/21/2010
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 Agreement, Owner shall be released with
respect to such rights, interests and assumed obligations. In any event, the transferee, purchaser
or assignee shall be subject to all the provisions hereof and shall provide all necessary
documents, certifications and other necessary information prior to City Manager approval.
(e) Owner's Right To Retain Specified Rights or Obligations. Notwithstanding
Section 15(a) and Section 15(c), Owner may withhold from a sale, transfer or
assignment of this Agreement certain rights, interests and/or obligations which
Owner shall retain, provided that Owner specifies such rights, interests and/or
obligations in a written document to be appended to or maintained with this
Agreement and recorded with the San Mateo County Recorder prior to or
concurrently with the sale, transfer or assignment of the Property. Owner's
purchaser, transferee or assignee shall then have no interest in or obligations for such
retained rights, interests and obligations and this Agreement shall remain applicable
to Owner with respect to such retained rights, interests and/or obligations.
(f) Time for Notice. Within 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 15(b) shall not release the Owner from its obligations to the City
under this Agreement until such time as the City is provided notice in accordance
with Section 15(b).
16. Insurance
(a) Public Liability and Property Damage Insurance. During the term of this Agreement,
Owner shall maintain in effect a policy of comprehensive general liability insurance
with a per-occurrence combined single limit of not less than ten million dollars
($10,000,000.00) and a deductible of not more than ten thousand dollars
($10,000.00) per claim. The policy so maintained by Owner shall name the City as
an additional insured and shall include either a severability of interest clause or
cross-liability endorsement.
(b) Workers Compensation Insurance. During the term of this Agreement, Owner
shall maintain Worker's Compensation insurance for all persons employed by Owner for
work at the Project site. Owner shall require each contractor and subcontractor similarly
to provide Worker's Compensation insurance for its respective employees. Owner agrees
to indemnify the City for any damage resulting from Owner's failure to maintain any such
required insurance.
(c) Evidence of Insurance. Prior to City Council approval of this Agreement, Owner
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 13 of 22
Gateway Business Park Master Plan Project 01/21/2010
shall furnish the 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 Agreement.
1. In the event of a reduction (below the limits required in this Agreement) or
cancellation in coverage, or change in insurance carriers or policies, Owner
shall, prior to such reduction, cancellation or change, provide at least ten (10)
days prior written notice to the City, regardless of any notification by the
applicable insurer. If the City discovers that the policies have been cancelled
or reduced below the limits required in this Agreement and no notice has
been provided by either insurer or Owner, said failure shall constitute a
material breach of this Agreement.
2. In the event of a reduction (below the limits required by this Agreement) or
cancellation in coverage, Owner shall have five (5) days in which to provide
evidence of the required coverage during which time no persons shall enter
the Property to construct improvements thereon, including construction
activities related to the landscaping and common improvements.
Additionally, no persons not employed by existing tenants shall enter the
Property to perform such work until such time as the City receives evidence
of substitute coverage.
3. If Owner fails to obtain substitute coverage within five (5) days, the 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.
17. Covenants Run With The Land
The terms of this Agreement are legislative in nature, and apply to the Property as regulatory
ordinances. During the term of this Agreement, all of the provisions, agreements, rights,
powers, standards, terms, covenants and obligations contained in this Agreement shall run
with the land and shall be binding upon the Parties and their respective heirs, successors (by
merger, consolidation or otherwise) and assigns, devisees, administrators, representatives,
lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion
thereof, and any interest therein, whether by sale, operation of law or other manner, and they
shall inure to the benefit of the Parties and their respective successors.
18. Conflict With State or Federal Law
In the event that State or Federal laws or regulations, enacted after the Effective Date,
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 14 of 22
Gateway Business Park Master Plan Project 01/21/2010
prevent or preclude compliance with one or more provisions of this Agreement, such
provisions of this Agreement shall be modified (in accordance with Section 19 set forth
below) or suspended as may be necessary to comply with such State or Federal laws or
regulations. Notwithstanding the foregoing, Owner shall have the right to challenge, at its
sole cost, in a court of competent jurisdiction, the law or regulation preventing compliance
with the terms of this Agreement and, if the challenge in a court of competent jurisdiction is
successful, this Agreement shall remain unmodified and in full force and effect.
19. Procedure for Modification Because of Conflict With State or Federal Laws
In the event that State or Federal laws or regulations enacted after the Effective Date prevent
or preclude compliance with one or more provisions of this Agreement or require changes in
plans, maps or permits approved by the City, the Parties shall meet and confer in good faith
in a reasonable attempt to modify this Agreement to comply with such State or Federal law
or regulation. Any such amendment or suspension of the Agreement shall be approved by
the City Council in accordance with Chapter 19.60 of the Municipal Code.
20. Periodic Review
(a) 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
Municipal Code. The 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,
the 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 Agreement before the City Council or, if
the matter is referred to the Planning Commission, then before said Commission.
Following completion of any annual or special review, the 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 Council or the City's Planning
Director as of the date of such review, whether Owner is in default under this
Agreement and, if so, the alleged nature of the default, a reasonable period to cure
such default, and suggested or potential actions that the City may take if such default
is not cured by Owner.
21. Amendment or Cancellation of Agreement
This Agreement may be further amended or terminated only in writing and in the manner set
forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter 19.60 of
the Municipal Code.
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 15 of 22
Gateway Business Park Master Plan Project 01/21/2010
22. Agreement is Entire Agreement
This 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 Agreement or any representations
inducing the execution and delivery hereof, except representations set forth herein, and each
Party acknowledges that it has relied on its own judgment in entering this Agreement. The
Parties further acknowledge that all statements or representations that heretofore may have
been made by either of them to the other are void and of no effect, and that neither of them
has relied thereon in its dealings with the other.
23. Events of Default
Owner shall be in default under this Agreement upon the happening of one or more of the
following events:
(a) If a warranty, representation or statement made or furnished by Owner to the City is
false or proves to have been false in any material respect when it was made; or,
(b) A finding and determination by the City made following an annual or special review
under the procedure provided for in Government Code Section 65865.1 and
Chapter 19.60 of the Municipal Code that, upon the basis of substantial evidence,
Owner has not complied in good faith with the terms and conditions of this
Agreement; or,
(c) Owner fails to fulfill any of its obligations set forth in this Agreement and such
failure continues beyond any applicable cure period provided in this Agreement.
This provision shall not be interpreted to create a cure period for any event of default
where such cure period is not specifically provided for in this Agreement.
24. Procedure Upon Default
(a) Upon the occurrence of an event of default, the 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 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.
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 16 of 22
Gateway Business Park Master Plan Project 01/21/2010
(d) Any actions for breach of this Agreement shall be decided in accordance with
California law. The remedy for breach of this Agreement shall be limited to specific
performance.
(e) The City shall give Owner written notice of any default under this Agreement, and
Owner shall have thirty (30) days after the date of the notice to cure the default or to
reasonably commence the procedures or actions needed to cure the default; 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.
25. Attorneys Fees and Costs
(a) Action By Party. 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 attorneys' fees and court costs.
(b) Action By Third Party. If any person or entity not a party to this Agreement initiates
an action at law or in equity to challenge the validity of any provision of this
Agreement or the Project approvals, the Parties shall cooperate in defending such
action. Owner shall bear its own costs of defense as a real party in interest in any
such action, and shall reimburse the City for all reasonable court costs and attorneys'
fees expended by the City in defense of any such action or other proceeding.
26. Severability
If any material 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 either Party may elect in
writing to invalidate this entire Agreement, and thereafter this entire Agreement shall be
deemed null and void and of no further force or effect following such election.
27. No Third Parties Benefited
No person other than the City, Owner, or their respective successors is intended to or shall
have any right or claim under this Agreement, this Agreement being for the sole benefit and
protection of the Parties 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.
28. Binding Effect of Agreement
The provisions of this Agreement shall bind and inure to the benefit of the Parties originally
named herein and their respective successors and assigns.
29. Relationship of Parties
It is understood that this Agreement is a contract that has been negotiated and voluntarily
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 17 of 22
Gateway Business Park Master Plan Project 01/21/2010
entered into by the City and Owner and that Owner is not an agent of the City. The Parties
do not intend to create a partnership, joint venture or any other joint business relationship by
this Agreement. The City and Owner hereby renounce the existence of any form of joint
venture or partnership between them, and agree that nothing contained herein or in any
document executed in connection herewith shall be construed as making the City and Owner
joint venturers or partners. Neither Owner nor any of Owner's agents or contractors are or
shall be considered to be agents of the City in connection with the performance of Owner's
obligations under this Agreement.
30. Bankruptcy
The obligations of this Agreement shall not be dischargeable in bankruptcy.
31. Mortgagee Protection: Certain Rights of Cure
(a) Mortgagee Protection. This Agreement shall be superior and senior to all liens
placed upon the Property or any portion thereof after the date on which this
Agreement or a memorandum of this Agreement is recorded 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 Agreement shall be binding upon and effective
against all persons and entities, including all deed of trust beneficiaries or
mortgagees ("Mortgagees"), who acquire title to the Property or any portion thereof
by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise.
(b) Mortgagee Not Obligated. No foreclosing Mortgagee shall have any obligation or
duty under this Agreement to construct or complete the construction of any
improvements required by this Agreement, or to pay for or guarantee construction or
completion thereof. The City, upon receipt of a written request therefor from a
foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and
obligations of Owner under this Agreement, provided that all defaults by Owner
hereunder that are reasonably susceptible of being cured are cured by the Mortgagee
as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply
with all of the provisions of this Agreement.
(c) Notice of Default To Mortgagee. If the 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, the 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 the City determines that Owner is in
noncompliance with this Agreement, the 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, the City shall:
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 18 of 22
Gateway Business Park Master Plan Project 01/21/2010
1. Take no action to terminate this Agreement or exercise any other remedy
under this 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 the City,
(i) 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 (ii) the Mortgagee diligently prosecutes any
such foreclosure or other proceedings to completion.
2. 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.
(d) Performance By Mortgagee. Each Mortgagee shall have the right, but not the
obligation, at any time prior to termination of this Agreement, to do any act or thing
required of Owner under this Agreement, and to do any act or thing not in violation
of this Agreement, that may be necessary or proper in order to prevent termination of
this Agreement. All things so done and performed by a Mortgagee shall be as
effective to prevent a termination of this 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 Agreement shall relieve Owner of its obligations under
this Agreement.
(e) Mortgagee's Consent To Modifications. Subject to the sentence immediately
following, the City shall not consent to any amendment or modification of this
Agreement unless Owner provides the City with written evidence of each
Mortgagee's consent, which consent shall not be unreasonably withheld, to the
amendment or modification of this Agreement being sought. Each Mortgagee shall
be deemed to have consented to such amendment or modification if it does not object
to the City by written notice given to the City within thirty (30) days from the date
written notice of such amendment or modification is given by the City or Owner to
the Mortgagee, reasonable evidence of the delivery of which notice shall be provided
to the City if given only by Owner.
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 19 of 22
Gateway Business Park Master Plan Project 01/21/2010
32. Estoppel Certificate
Either Party from time to time may deliver written notice to the other Party requesting
written certification that, to the knowledge of the certifying Party, (i) this Agreement is in
full force and effect and constitutes a binding obligation of the Parties; (ii) this Agreement
has not been amended or modified either orally or in writing, or, if it has been amended or
modified, specifying the nature of the amendments or modifications; and (iii) the requesting
Party is not in default in the performance of its obligations under this Agreement, or if in
default, describing therein the nature and monetary amount, if any, of the default. A Party
receiving a request hereunder shall endeavor to execute and return the certificate within
ten (10) days after receipt thereof, and shall in all events execute and return the certificate
within thirty (30) days after receipt thereof. However, a failure to return a certificate within
ten (10) days shall not be deemed a default of the Party's obligations under this Agreement
and no cause of action shall arise based on the failure of a Party to execute such certificate
within 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
any annual or special review. The City acknowledges that a certificate hereunder may be
relied upon by permitted transferees and Mortgagees. At the request of Owner, the
certificates provided by the City establishing the status of this Agreement with respect to any
lot or parcel shall be in recordable form, and Owner shall have the right to record the
certificate for the affected portion of the Property at its cost.
33. Force Majeure
Notwithstanding anything to the contrary contained herein, either Party shall be excused for
the period of any delay in the performance of any of its obligations hereunder, except the
payment of money, when prevented or delayed from so doing by certain causes beyond its
control, including, and limited to, major weather differences from the normal weather
conditions for the South San Francisco area, war, acts of God or of the public enemy, fires,
explosions, floods, earthquakes, invasions by non-United States armed forces, failure of
transportation due to no fault of the Parties, unavailability of equipment, supplies, materials
or labor when such unavailability occurs despite the applicable Party's good faith efforts to
obtain same (good faith includes the present and actual ability to pay market rates 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.
34. 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.
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 20 of 22
Gateway Business Park Master Plan Project 01/21/2010
(c) Where a Party consists of more than one person, each such person shall be jointly
and severally liable for the performance of such Party's obligation hereunder.
(d) The captions in this Agreement are for convenience only, are not a part of this
Agreement and do not in any way limit or amplify the provisions thereof.
(e) This Agreement shall be interpreted and enforced in accordance with the laws of the
State of California in effect on the date thereof.
35. Exhibits
Exhibits to this Agreement, including the following, are all incorporated into this
Agreement by reference, as if set forth fully herein.
Exhibit A — Legal Description and Map of Property
Exhibit B — Gateway Business Park Master Plan
Exhibit C — Gateway Business Park Phase 1 Précis Plan
Exhibit D — Conditions of Project Approval and MMRP
36. Notices
All notices required or provided for under this Agreement shall be in writing and delivered in
person (to include delivery by courier) or sent by certified mail, postage prepaid, return
receipt requested or by overnight delivery service. Notices to the City shall be addressed as
follow:
City Clerk
P.O. Box 711, 400 Grand Avenue
South San Francisco, CA 94080
Notices to Owner shall be addressed as follows:
Chamberlin Associates
5880 W. Las Positas Boulevard, Suite 34
Pleasanton, CA 94588-8552
Attn: ___________________
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.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Page 21 of 22
Gateway Business Park Master Plan Project 01/21/2010
IN WITNESS WHEREOF this Agreement has been executed by the Parties on the day and
year first above written.
CITY:
CITY OF SOUTH SAN FRANCISCO
By: _______________________________________
Barry M. Nagel, City Manager
ATTEST:
___________________________
City Clerk
APPROVED AS TO FORM:
___________________________
Steven T. Mattas, City Attorney
OWNER:
CHAMBERLIN ASSOCIATES
a California _________________
By: ________________________________
Print Name: _________________________
Print Title: __________________________
EXHIBIT A
PROPERTY DESCRIPTION
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Gateway Business Park Master Plan Project
EXHIBIT B
GATEWAY BUSINESS PARK MASTER PLAN
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Gateway Business Park Master Plan Project
EXHIBIT C
GATEWAY BUSINESS PARK PHASE 1 PRECISE PLAN
Resolution 2688-2010
Exhibit D – Draft Development Agreement
Gateway Business Park Master Plan Project
EXHIBIT D
GATEWAY BUSINESS PARK
CONDITIONS OF APPROVAL AND MMRP
Resolution 2688-2009
Exhibit E
Preliminary TDM Plan