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2008-09-24 e-packet
a°~zx„s~~~ SPECIAL MEETING ~. y J O cALIFOR~1~ REDEVELOPMENT AGENCY OF THE CITY ~OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE WEDNESDAY, SEPTEMBER 24, 2008 6:30 P.M. NO'1'ICF. IS Hh:REBY GIVEN, pursuant to Section 54956 of the Government Code of the S<<ite of California, the Redevelopmer,~t Agency of the Ciry of South San Francisco will hold a Special Mecting on Wednesday, the 24"' day of September, 2008, at 6:30 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive., South San Francisco, California. Purpose of the meeting: 1. Call to Order. 2. Roll Call. 3. Public Commf;nts -comments are limited to items on the Special Meeting Agenda. 4. Resolution approving the execution of an Owner Participation and Loan Agreement with MP South City L.P., approving the provision of a loan for the acquisition and development of a mixed-use affordable housing project at 636 El Camino Real, adopting findings that such financing will be of benefit to the El Camino Corridor Redevelopment Project Area, authorizing the execution of documents in connection with such financing, and approving an amendment to the Agency Low/Mod Housing Operating Budget. 5 . Adjournment. of S~6uth San Francisco °~x S - ~ Redevelopment Agency 0 J O ~t~ R e D ~t ~. .ff p '~LIFOR~1 RDA AGENDA ITEM # 4 DATE: September 24, 2008 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: A RESOLUTION APPROVING THE EXECUTION OF AN OWNER PARTICIPATION AND LOAN AGREEMENT WITH MP SOUTH CITY, L.P., APPROVING THE PROVISION OF A LOAN FOR THE ACQUISITION AND DEVELOPMENT OF A MIXED-USE AFFORDABLE HOUSING PROJECT AT 636 EL CAMINO REAL, ADOPTING FINDINGS THAT SUCH FINANCING WILL BE OF BENEFIT TO THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA, AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION WITH SUCH FINANCING, AND APPROVING AN AMENDMENT TO THE AGENCY LOW/MOD HOUSING OPERATING BUDGET RECOMMENDATION It is recommended that the Redevelopment Agency Board adopt a Resolution authorizing execution of an Owner Participation and Loan Agreement, Regulatory Agreement and other related documents with MP South City L.P. to provide a loan in the amount of $4,950,000 for the acquisition and development of an affordable housing project at 636 El Camino Real, adopt findings that such financing will be of benefit to the El Camino Corridor Project Area and approve a budget amendment to the Redevelopment Agency Low/Mod Housing Operating Budget. BACKGROND/DISCUSSION Mid-Peninsula Housing Coalition (MPHC) and the Redevelopment Agency of the City of South San Francisco (Agency)are proposing to enter into an Owner Participation Agreement to develop a mixed use, affordable rental housing proj ect at the trailer park next to South San Francisco High School (636 El Camino Real). A development by MPHC presents an excellent opportunity for the CitS~ and Agency to revitalize a blighted area on El Camino and address the housing needs oflow- and moderate-income families in South San Francisco. Staff Report Subject: Acquisition and Development Loan for 636 El Camino Real Page 2 MPHC secured the right to purchase the two acre property for $4,450,000 before it was formally marketed. This price represents a very reasonable purchase price of roughly $51 per square foot. Because of the desirability of this property, MPHC was only able to secure purchase rights for 90 days. The purchase option will expire on September 25th and requires MPHC to commit to acquiring the property on that date, or terminate its purchase option. At this time, MPHC has not prepared specific development plans for the site. The size and design of the development will depend o:n available financing and other development considerations. Nevertheless, MPHC believes it will be able to construct between 78 and 138 affordable units on the site. On July 2, 2008, MPHC reviewed various conceptual development options with the City Council Housing Sub-Committee. Based on a favorable assessment by the Sub-Committee, staff is bringing the project before the Redevelopment Agency Board for its consideration. To facilitate the project's development, staff is also recommending that the Agency approve an additional $500,000 to help pay for a portion of the project's predevelopment expenses estimated at $1.6 million. MPHC will seek funding from other sources to cover thc; remaining $ l . l million in predevelopment costs. The purpose of the Agency's predevelopment loan. is to help MPHC pay for design, engineering and. relocation expenses it will incur prior to reaching the stage where it can obtain construction financing for the development. The total Agency loan will be for $4,950,000. Because the Proj ect will result in the dc;struction or removal of 12 mobile homes occupied bylow- and moderate-income households, on Aul;ust 27, 2008, the Redevelopment Agency Board approved a replacement housing plan for this project. The adopted replacement housing plan satisfies requirements of Section 33413.5 of the California Health and Safety Code. In addition, pursuant to the Owner Participation and Loan Agreement (OPA), MPHC will be responsible for compliance with all applicable relocation requirements. The attached OPA, Affordable Housing Regulatory Agreement, Secured Promissory Note, Deed of Trust and other related documents describe the terms and conditions under which the Agency will provide $4,950,000 to MP South Ciiy, L.P., an MPHC affiliate created for this project. The key provisions of these agreements are summarized below: • The number of residential units, the square footage and density of the project, the design, the mix of land uses and the mix of affordable and market-rate (if any) residential units will be deterniined during the City's approval, entitlement and pe~:mit process in consultation with the City. ® Depending on the size of the project, it may be necessary to build it in phases to accommodate tax-credit financing options. • Restricts project rents to be affordable to low-, very low- and moderate-income families for a period of not less than 55 years. Staff Report Subject: Acquisition and Development Loan for 636 El Camino Real Page 3 • Forty-nine percent (49%) of th.e units will be restricted to households whose income is less than or equal to sixty percent (60%) of area median income (AMI) and thirty-one percent (31 %) will be restricted to households whose income is less than or equal to eighty-one percent (81 %) of AMI. (Note: per Article 34 the Agency can only restrict 49% of units below 80%AMI„ At this time the Agency is restricting an additional 31 of the units to households 81 %AMI, leaving the option to rent the remaining 20~% of units as moderate-income or market rate units depending on the project's financing needs. If all the necessary affordable housing financing is available, it is likely rents for 100% of the units will range between 30% and 60%AMI.) • Upon completion of the project, MPHC will give residents who live or work in South San Francisco occupancy prei:erence. • Construction of the project must begin no later than 36 months following the date of the agreements and the project must receive a certificate of occupancy within 24 months following the start of construction. The final certificate of occupancy must be issued no later than 60 months following the date of the agreements. • The Agency Note will carry a three percent (3 %) simple annual interest for a term of 55 years. Payments are due annu<~lly on a "residual receipt basis" with 50% of the sw~plus cash due to the Agency. The loan maybe extended for an additional 25 years provided the rent restrictions are also increased by an equal number of years. • The Agency will agree to subordinate its loan and option to purchase the project to senior lenders as needed to ensure the prof ect's financing provided that the Agency has adequate protection for its im~estment pursuant to Redevelopment Law. • For 15 years following completion of the project, MPHC will receive an arulual partnership management fee of $25,000 and an asset management fee of $5,000 from project cash flows. The fees will increase by 5% per annum. • Any surplus construction financing will first be used to fund proj ect reserves before any repayments can be made to the Agency. FUNDING Funds are available to pursue this proj ect upon Agency Board approval of a budget amendment to the Agency's Low/Mod Housing Operating Budget and the Owner Participation and Loan Agreement with MP South City, L.P. Once the project design is further along, MPHC will prepare a financing plan and pursue funding from other sources for pedevelopment, construction and the permanent financing. Possible funding sources include State and Federal low-income housing tax credits and private activity bonds, Proposition 1C Infill Grant, County of San Mateo HOME Program and HEART. However, depending on the density and type of project the City wants to see 'built on the site, and on whether MPHC can raise sufficient funds from other sources, it may be necessary to seek additional fiznding from the Agency,. Staff Report Subject: Acquisition and Develoopment Loan for 636 El Camino Real Page 4 CONCLUSION It is recommended that the Redevelopment Agency Board approve the Resolution authorizing execution of an Owner Participation ,and Loan Agreement, Affordable Housing Regulatory Agreement and the provision of a loan, Deed of Trust and other related documents with MP South City, L.P. in an amount not to exceed $4,950,000 for the acquisition and development of 636 El Camino Real, adopt findings 1:hat such financing will be of benefit to the El Camino Corridor Project Area and approve a budget amendment to the Agency's Low/Mod Housing Operating Budget. C/ r ~` ~ By: Approved ~ ~ •~ Marty Van Duyn .Nagel _ Assistant Executive Director Executive Director Attachment: Resolution Owner Participation and Loan Agreement Affordable Housing Fegulatory Agreement Secured Promissory Note Deed of Trust IEZESOLUTION NO REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE EXECUTION OF AN OWNER. PARTICIPATION AND LC-AN AGREEMENT WITH MP SOUTH CITY, L.P., APPROVING. THE PROVISION OF A LOAN FOR THE ACQUISITION AND DEVELOPMENT OF A MIXED-USE AFFORDABLE HOUSING PROJECT AT 636 EL CAMINO REAL, ADOPTING FINDINGS THAT THE SUCH FINANCING WILL BE C)F BENEFIT TO THE EL CAMINO CORRIDOR REDEVELOPMENT PROJ1i;CT AREA, AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION WITH SUCH FINANCING, AND APPROVING AN AMENDMENT TO THE AGENCY LOW/MOD HOUSING OPERATING BUDGET WHEREAS, the Redevelopment Agency of the City of South San Francisco (``Agency") is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq. (the "CRL"), and pursuant to the authority granted thereunder, has the responsibility to carry out the Redevelopment Plan (t:he "Redevelopment Plan") for the El Camino Corridor Redevelopment Project Area (t]le "Project Area"); WHEREAS, the Agency seeks development of certain real property located in the City of South San Francisco adjacent to the Project Area at 636 El Camino Real and known as San Mateo County Assessor's Parcel No. 014-160-040 (the "Property"); WHEREAS, MP South City, L.P., a California limited partnership ("Developer") (an affiliate of Mid-Peninsula Housing Coalition, a California nonprofit public; benefit corporation) has the contractual right to purchase the Property; WHEREAS, Developer proposes to develop amixed-use residential development on the Property that will be available at affordable rents to low-, very low-, and moderate- income households (the "Project"); WHEREAS, the Project will be of benefit to the Project Area because it will be in close proximity to the Project Area and will increase the supply of housing that is affordable to low- and moderate-income residents of the Project Area and the City; WHEREAS, the terms and conditions for development and financing of the Project are more particularly described in a proposed Owner Participation and Loan Agreement (the "OPA") betvveen Agency and Developer, copies of which have been provided to the Agency; 1147959-1 i 1 WHEREAS, the proposed Agency financing for the Project includes an acquisition/predevelopment loan in the amount of Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000) (the "Loan") to be funded from the Agency's Low and Moderate-Income Housing Set-Aside Fund; and WHEREAS, Developer and Agency staff have negotiated the terms and conditions of (i) the OPA which among other provisions requires completion. of all required environmental review ;in accordance with the California Environmental Quality Act (CEQA) prior to commencement of construction of the Project, requires Developer to comply with all applicable requirements related to relocation of existing residerrts, and provides that the Agency has an option to purchase the Property if Developer fails to develop the Project within speci~~fied time periods; (ii) an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants ("Regulatory Agreement") that will restrict rents for units in thf; Project at affordable levels for a period of 55 years; (iii) a Secured Promissory Note (the "Note") that provides for repayment of the Loan on a residual receipts basis; and (iv) a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") pursuant to which the Agency will be provided a security interest in the Property and the Project to secure repayment of the Loan and compliance with the Fegulatory Agreement. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: 1. Finds that the development of the Property in accordance with the OPA and the provision of the Loan for the Project will facilitate the development of housing :For low, very low- and moderate-income households, will be of benefit to the Project Area, will further the goals of the Redevelopment Plan, and will be consistent with the implementation plan adopted in. connection therewith. 2. Approves the OPA, authorizes the Executive Director or his designee to execute and deliver the OPA substantially in the form on file with the Agency Secretary, and authorizes the recordation of a Memorandum of the OPA and a Memorandum oi' Option in the Official Records of San Mateo County. 3. Approves the provision of the Loan pursuant to the terms and conditions .set forth in the OPA. 4. Approves the Note, tl~e Deed of Trust and the Regulatory Agreement, and authorizes the Executive Director or his designee to execute and deliver each such document to which the Agency is a party substantially in the form on file with the Agency Secretary. 5. Appropriates from the Agency's Low and Moderate-Income Housing Fund the additional funds necessary to fund the Loan and approves an amendment to th.e Agency Low/Mod Housing Operating Budget consistent with such appropriation. 1147959-1 2 6. Authorizes the Executive Director to execute and deliver such other instruments and to take such other actions as necessary to carry out the intent of this Resolution.. * ~: * ~ :~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the day of , 2008 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary 1147959-] 3 3 OWNER PARTICIPATION AND LOAN AGREEMENT by and between THE REDEVELOPMENT AIsENCY OF THE CITY OF SOUTH SAN FRANCISCO and MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP 2008 4 Exhibits A B C D E F G H 1130824-3 Legal Description of Property Form of Memorandum of Owner Participation Agreement Form of Certificate of Completion Form of Regulatory Agreement Form of Promissory Note Form of Deed of Trust Reserved Memorandum of Option 2 5 THIS OWNER PARTICIPATION AND LOAN AGREEMENT (this "Agreement") is entered into effective as of , 2008 ("Effective Date") by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Agency") and MP South City, L.P., a California limited partnership ("Developer"). Agency and Developer are hereinafter collectively referred to as the "Parties." RECITALS A. Pursuant to authority granted under Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.) ("CRL"), the Agency has responsibility to implement the redevelopment plan adopted in 1993 by the City Council of the City ofd San Francisco by Ordinance No. 1132-!~3 (as subsequently amended, the "Redevelopment Plan") for the El Camino Corridor Redeve;lopment Project (the "Project Area"). B. Developer is the owner of, or has the contractual right to purchase, the real property located in the City of South San Francisco ("City") at 636 El Camino Real, and known as San Mateo County Assessor's Parcel No. 014-160-040 as more particularly described in Exhibit A attached hereto (the "Property"). The Property is located adjacent to the Project Area. Developer has proposed to acquire the Property and to redevelop it as a multifamily residential project (the "Project") that will include apartments or townhouses that will be rented at affordable rents to low- ,very low- and moderate-income households as more particularly described herein and in an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants that shall be recorded against the Property. C. Developer has requested, and Agency has agreed to provide, a loan (th.e "Loan") pursuant to the terms and conditions set forth herein for the purpose of providing partial financing for the acquisition of the Property and the development of the affordable housing component of the Project. D. The purpose of this Agreement is to effectuate the Redevelopment Plan by providing for the development of the Property as more particularly set forth herein. Z'he Agency has determined that (i) development of the Property pursuant to this Agreement is consistent with the Redevelopment Plan and the Irnplementation Plan for the Project Area, will be of benefit to the Project Area, and will further the goals of the Redevelopment Plan by providing affordable housing in close proximity to the Project Area, and (ii) the Loan is necessary to make the Project economically feasible and affordable to low-, very low-, and moderate-income households. E. A material inducement to Agency to enter into this Agreement is the agreement by Developer to develop the Property within the time periods specified herein and in accordance with the provisions hereof, and the; Agency would be unwilling to enter into this Agreement in the absence of an enforceable corn.mitment by Developer to complete the Project in accordance with such provisions and within such time periods. F. In connection with this Agreement: (i) Developer shall execute a secured promissory note (the "Note") in the amount of the Loan and a Deed of Trust, Assigrunent of Rents, Security Agreement and Fixture Filing ("Deed of Trust") which shall provide Agency with a security interest in the Property and the Project, (ii) Developer and Agency shall execute 1130824-3 an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants ("Regulatory Agreement") which. shall require Project rents to be affordable to low- ,very low, and moderate-income households for a term of not less than fifty-five (55) years, and (iii) Developer and Agency shall provide Agency with an Option pursuant to which Agency shall have certain rights to acquire the Property. This Agreement, the Note, the Deed of Trust, the Regulatory Agreement, and the Mf;morandum of the Option are collectively hereinafter referred to as the "Agency Documents." NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. ARTICLE I DEFINITIONS 1. Definitions. The fallowing terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals a11d text of this Agreement. 1.1 "Agency Documents" is defined in Recital F. 1.2 "Certificate of Completion" is defined in Section 3.15. 1.3 "Claims" is defined in Section 3.17. 1.4 "Closing Date" is defined in Section 4.1. 1.5 "Conditions of Approval" is defined in Section 3.2. 1.6 "Construct:ion Plans" is defined in Section 3.11. 1.7 "Deed of Trust" is defined in Recital F. 1.8 "Environmental Laws" is defined in Section 8.4. 1.9 "Financing Plan" is defined in Section 3.7. 1.10 "Hazardous Materials" is defined in Section 8.3. 1.1 l "Improvements" is defined in Section 3.2. 1.12 "Indemnitees" is defined in Section 3.17. 1.13 "Loan" is defined in Section 4.1. 1.14 "Note" is defined in Section 4.1. 1.15 "Official Record" means the Official Records of San Mateo County. 1130824-3 4 7 1.16 "Option" is defined in Section 6.7. 1.17 "Partnership Agreement" is defined in Section 6.3. 1.18 "Permitted Exceptions" is defined in Section 4.5. 1.19 "Project" is defined in Recital B and further described in Section 3.2. 1.20 "Regulator;y Agreement" is defined in Recital F. 1.21 "Title Policy" is defined in Section 4.5. 1.22 "Transfer" is defined in Section 6.2. ARTICLE II REPRESENTATIONS; EFFECTIVE DATE AND TERM 2.1 Devel~er's Rekresentations. Developer represents and warrants to Agency as follows, and Developer covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Developer shall immediately give w7itten notice of such fact or condition to Agency. Developer acknowledges that Agency shall rely upon Developer's representations made herein notwithstanding any investigation made by or on behalf of Agency. (i) Authority; General Partner. Developer is a limited partnershil>, duly organized and in good standing udder the laws of the State of California. Developer" s general partner is a nonprofit public benefit corporation, duly organized and in good standing under the laws of the State of California and tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Developer has the full right, power and authority to undertake all obligations of Developer as provided herein, and the execution, performance and delivery of this Agreement by Developer has been duly authorized by all requisite actions. The persons executing this Agreement on behalf of Developer have been duly authorized to do so. This Agreement and the other Agency Documents constitute valid and binding obligations of Developer, enforceable in accordance with their respective terms. (ii) No Conflict. Developer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement. 1130824-3 (iv) No Developer Bankruptcy, Developer is not the subject of a bankruptcy or insolvency proceeding. 2.2 Effective Date; Memorandum. The obligations of Developer and Agency hereunder shall be effective as of the Effective Date. Concurrently with the execution of this Agreement, the Parties shall execute a Memorandum of this Agreement substantially in the form attached hereto as Exhibit B which. shall be recorded in the Official Records upon Developer's acquisition of the Property. ARTICLE III DEVELOPMENT OF THE PROJECT 3.1 The Property. Developer represents and warrants that as of the Effective Date: (i) Developer possesses or has the contractual right to acquire fee simple title to the Property, and (ii) subject to the proviso that development of the Project may require a general plan amendment and review and approval pursuant to the California Environmental Quality Act ("CEQA"), the Property is subject to no covenant, condition, restriction or agreement that would prevent the development of the Project in accordance with this Agreement. If at any time the foregoing statements become untrue, the Agency shall have the right to terminate this Agreement upon written notice to Developer. In the; event that Developer does not acquire fee simple title to the Property by November 30, 2008, t11is Agreement shall terminate and be of no further force or effect. 3.2 Scope of Development. Developer shall develop the Project in accordance with the terms and conditions of this Agreement and in compliance with the terms and conditions of all approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Project o~r the Property has granted or issued as of the date ]Zereof or may hereafter grant or issue in connection with development of the Project, including without limitation, all mitigation measures imposed in connection with environmental review of the Project and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing approvals, entitlements, permits, mitigation measures anal conditions of approval are hereafter collectively referred to as the "Conditions of Approval"). The Project will consist of the design, development and construction on the Property of a multi-family residential project that may be developed in one or more phases and that may include common facilities and a retail or commercial component (all of the foregoing; are collectively hereinafter referred to as the "Improvements"). The number of residential units, the square footage and density of the Project, the mix of land uses and the mix of affordable and market-rate residential units will be determined following completion of environmental review pursuant to CEQA. The Parties acknowledge that the scope of development for the Project is preliminary and remains subject to change as development plans are formulated during the formal planning process. Notwithstanding anything to the contrary contained herein, the construction. of the Project is expressly conditioned upon compliance with CEQA. No physical activity, not otherwise exempt from CEQA, shall commence on the Property without CEQA compliance. In 1130824-3 6 addition, the Project is also conditioned upon, subject to and/or may be modified for any of the following: (i) the City's application process for discretionary land use entitlements and building requirements; (ii) availability of utilities; (iii) availability of funding under affordable housing programs; (iv) site constraints; and (v) changes necessary to make the Project competitive for financing and financially feasible. 3.3 Affordable Housing: Developer covenants and agrees for itself, its successors and assigns that the Property will be subbject to recorded covenants that will restrict use of the Property to development of a residential project that includes affordable housing, and that for a term of not less than fifty-five (55) years commencing upon the issuance of a final certificate of occupancy for each affordable housing phase of the Project, not less than forty-nine percent (49%) of the residential units in the; Project shall be rented at an affordable cost to households whose income is less than or equal to sixty percent (60%) of Area Median Income (as defined in the Regulatory Agreement) and noit less than an additional thirty-one percent (31 %) of the residential units in the Project shall. be rented at an affordable cost to households whose income is less than or equal to eighty-one percent (81 %) of Area Median Income in accordance with the terms hereof and the Regulatory Agreement which the Parties shall execute substantially in the form attached hereto as Exhibit D concurrently with the execution of this Agreement, and which shall be recorded in the Official Re-cords on the date that Developer acquires the Property. The Parties acknowledge and agree that when the final scope of the Project is agreed upon, the Regulatory Agreement shall be amended to reflect the scope of the Project, the number of units that will be restricted for occupancy at affordable rents, and the levels of affordability for the restricted units for each phase of the Project. 3.3.1 Preference for South San Francisco Residents and Employees. In order to ensure that there is an adequate supply of affordable housing within the City of South. San Francisco for residents and employees of businesses within the City, to the extent permitted by law and consistent with the program regulations for funding sources used for development of the Project, at initial lease up, Developer shall give a preference in the rental of the residential units in the Project to eligible households that include at least one member who lives or works in the City of South San Francisco. In th.e event there are fewer eligible persons available t]Zan there are units, units shall be made available to members of the general public. 3.3.2 Relocation. Households residing on the Property shall not be displaced before suitable replacement housing is available in comparable replacement housing. Developer shall ensure that all occupants of the Property receive all notices, benefits and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq.), all state and local regulations implementing such law, and all other applicable local, state and federal laws and regulations (collectively "Relocation Laws") relating to the displacement and relocation of eligible persons as defined in such Relocation Laws. Any and all costs incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Property, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pug°suant to Relocation Laws shall be paid by :Developer. Developer shall indemnify, defend (with counsel approved by Agency) and hold harmless the Indemnitees from and against any and a:ll Claims arising in connection with the breach of Developer's obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. It 1130824-3 7 1~ is further agreed that Agency and City do not and shall not waive any rights against Developer which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or Developer's deposit with Agency of any of the insurance policies described in this Agreement. Developer's indemnification obligations set forth in this Section shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees. Developer's obligations set forth in this Section 3.3.2 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project. 3.4 Project Approvals. Developer acknowledges and agrees that execution of this Agreement by Agency does not constitute approval for the purpose of the issuance of building permits for the construction of the :Project, does not limit in any manner the discretion of City in such approval process, and does nat relieve Developer from the obligation to apply far and obtain all necessary entitlements, approvals, and permits for the construction of the Project, including without limitation, the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the Project (if any), and the completion of any required environmental review. Developer covenants that it. shall: (i) obtain all necessary permits and approvals which may be required by Agency, City, or any other governmental agency having jurisdiction over the construction of the Project or the development of the Property, (ii) comply with all Conditions of Approval, (iii) comply with all mitigation measures imposed in connection with any environmental review of the Project, and (iv) not commence construction work on thF; Project prior to issuance of building permits required for such work. Agency staff shall work cooperatively with Developer to assist in coordinating the expeditious processing and consideration of all permits, entitlements and approvals necessary for development of the Project. 3.5 Fees. Developer shall be solely responsible for, and shall promptly pa.y when due, all customary and usual fees and charges of City in connection with obtaining building permits and other approvals for the Project:, including without limitation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, architectural review, historic review, and any subsequent approvals for the Project or the development of the Property. 3.6 Cost of Acquisition and Construction. Except as expressly set forth herein, Developer shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the acquisition of the Property, the design, development and construction of the Project and compliance with the Conditions of Approval, including without limitation the installation and construction of all off-site or on-site improvements required by City in connection therewith, and none of such costs and expenses shall be the obligation of the Agency or the City. 3.7 Financing_Plan. 1130824-3 g 11 3.7.1 Financing Plan. With respect to each phase of the Project, by not later than one (1) month prior to Developer's submission of an application to TCAC, CDLAC, HUD or the State Department of Housing and Community Development ("HCD"), Developer shall submit for Agency review Developer's plans for financing the construction and permanent financing of that phase of the Project (hereinafter, "Financing Plan"). The Financing Plan for each phase of the Project shall indicate all sources of funds necessary to pay, when due, the estimated costs of development of such phase, including without limitation acquisition. costs and hard and soft construction costs, and shall be accompanied by evidence that all such funds have been firmly committed by Developer, equity investors or lending institutions, subject only to commercially reasonable condition;; or allocation(s) for low-income housing tax credits from the California Tax Credit Allocation Committee ("TCAC") and private activity bonds from the California Debt Limit Allocation Committee ("CDLAC"), or receipt of funding comrriitments from HUD or HCD, as applicable. Each Financing Plan shall include development and operating pro formas which set out in detail 1;-eveloper's plan for financing the costs of acquisition, construction and operation of the applicable phase of the Project. Agency staff shall promptly review the proposed Financing Plarl, and acting through the Agency's Executive Director, the Agency shall approve such plan in writing within fifteen (15) business days following receipt provided that the plan conforms to 1:he requirements of this Section. If the Financing f lan includes a request for Agency or City funds, then the approval period shall be extended as reasonably necessary to accommodate review and approval of such request. If the Agency does not approve the Financing Plan, the Agency shall set forth its objections in writing and notify Developer of the reasons for its disapproval. Developer shall thereafter submit a revised Financing Plan that addresses the reasons for disapproval, and the Agency shall grant Developer a reasonable extension of the time deadlines set forth in this Agreement as required to restructure the Financing Plan, subject to the outside time limit for commencement of construction set forth in Section 3.8. 3.7.2 Reserved. 3.7.3 Reserved. 3.8 Development Schedule. Developer shall commence and complete construction of the Project and shall satisfy all other obligations of Developer under this Agreement within the time periods set forth herein, as such time periods may be extended upon the mutual written consent of the Parties. Subject to farce majeure, the availability of financing, and the City's issuance of permits and approvals, Developer shall commence construction of the first phase of the Project not later than thirty-six (36) months following the Effective Date. Developer shall commence construction work on each phase of the Project within thirty (30) days following issuance of building permits for such phase, and Developer shall diligently prosecute ~to completion the construction of each phase in order to allow City to issue a final certificate of occupancy within twenty-four (24) months following commencement of construction work for such phase. If the Project will be developed in phases, Developer and Agency agree to negotiate a mutually agreeable construction ;schedule for the entire Project that will provide for issuance of a final certificate of occupancy for the final phase of the Project by not later than sixty (60) months following the Effective Date. Subject to force majeure, the availability of financing, and the City's issuance of permits and approvals, Developer's failure to commence or complete 1130824-3 9 12 construction of the Project in accordance with the time periods specified in this Section 3.8 foregoing shall be an Event of Default hereunder. 3.9 Rights of Access. For the purpose of ensuring that the Project is developed in compliance with this Agreement, Developer shall permit representatives of the Agency and the City to enter upon the Property to inspect the Project following 24 hours written noticf; (except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided). 3.10 Agency Disclaimer. Developer acknowledges that the Agency and City are under no obligation, and neither Agency rlor City undertakes or assumes any responsibility or duty to Developer or to any third party, to in any manner review, supervise, or inspect the progress of construction or the operation of the Project. Developer and all third parties shall rely entirely upon its or their own supervision and inspection in determining the quality and suitability of the materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the construction and operation of the Project. Any review or inspection undertaken by the Agency or the City is solely for the purpose of determining whether Developer is properly discharging its obligations under this Agreement, and shall not be relied upon by Developer or any third party as a warranty or representation by the Agency or the City as to the quality of the design or construction of the Improvements or otherwise. 3.11 Construction Plans. Developer shall submit to City's Building Departrnent detailed construction plans for the development of each phase of the Project (the "Construction Plans"). As used herein "Construction Plans" means all construction documents upon which Developer and Developer's contractors shall rely in constructing the Project (including the landscaping, parking, and common areas) and shall include, without limitation, the site development plan, final architectural drawings, landscaping, exterior lighting and sigrlage plans and specifications, materials specifications, final elevations, and building plans and specifications. The Construction Plans shall be based upon the scope of development set forth herein and upon the approvals issued by the Agency and the City for the Project, and shall not materially deviate therefrom without the express written consent of Agency and City. Provided that the Construction Plans are consistent with the requirements of this Agreement, approval of the Construction Plans by City shall be deemed approval thereof by Agency. 3.12 Construction Pursuant to Plans. Developer shall develop the Project irl accordance with the approved Construction Plans, the Conditions of Approval, and all other permits and approvals granted by tlhe City and/or the Agency pertaining to construction of the Project. Developer shall comply with all directions, rules and regulations of any fire :marshal, health officer, building inspector o:r other officer of every governmental agency having jurisdiction over the Property or the Project. Each element of the work shall proceed only after procurement of each permit, license or other authorization that may be required for such element by any governmental agency having jurisdiction. All design and construction work on the Project shall be performed by licensed contractors, engineers or architects, as applicable. 3.13 Change in Construction Plans. If Developer desires to make any material change in the approved Construction Plan;;, Developer shall submit the proposed change in U~riting to the Agency and City for their written approval, which approval shall not be unreasonably withheld 1130824-3 1 13 or delayed if the Construction Plans, as modified by any proposed change, conform to the requirements of this Agreement and any approvals issued by Agency or City after the Effective Date. Unless a proposed change is approved by Agency within thirty (30) days, it shall be deemed rejected. If rejected, the previously approved Construction Plans shall continue to remain in full force and effect. Any change in the Construction Plans required in order to comply with applicable codes shall be deemed approved, so long as such change doe> not substantially nor materially change; the architecture, design, function, use, or amenities of the Project as shown on the latest approved Construction Plans. Approval of changes to the Construction Plans by City shall be deemed approval thereof by Agency. Nothing in this Section is intended to or shall be deemed to modify the City's standard plan review procedures. 3.14 Defects in Plans. Neither Agency nor City shall be responsible to Developer or to any third party for any defect in the Construction Plans or for any structural or other defect in any work done pursuant to the Construction Plans. Developer shall indemnify, defend (with counsel approved by Agency) and hold harmless the Indemnitees from and against all Claims arising out of, or relating to, or alleged to arise from or relate to defects in the Construction Plans or defects in any work done pursuant to the Construction Plans whether or not any insurance policies shall have been determined to be applicable to any such Claims. Developer's indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement and the recordation of a Certificate of Completion. It :is further agreed that Agency and City do not, and shall not, waive any rights against Developer which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or Developer's deposit with Agency of any of the insurance policies described in this Agreement. Developer's indemnification obligations pursuant to this Section shall not extend to Claims arising due to the gross negligence or willful misconduct of the Indemnitees. 3.1 S Certificate of Comx~letion for Project. Promptly after completion of construction of each phase of the Project, issuance of a final Certificate of Occupancy by the City and the written request of Developer, the Agency will provide an instrument ("Certificate of Completion") so certifying, provided that at the time such certificate is requested all applicable components of such phase have been completed. The Certificate of Completion shall be conclusive evidence that Developer has satisfied its obligations regarding the development of the Property applicable to such phase. The Certificate of Completion shall be issued substantially in the form attached hereto as Exhibit C, and at Developer's option, shall be recorded in the Official Records. The Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a deed of trust or mortgage securing money loaned to i:mance the Project or any part thereof and shall not be deemed a notice of completion under the California Civil Code, nor shall such Certificate provide evidence that Developer has satisfied any obligation that survives the expiration of this Agreement, including without limitation, Developer's obligations pursuant. ~to the Regulatory Agreement. 3.16 Equal Opportunity.. During the construction of the Project, there shall. be no discrimination on the basis of race;, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in ] 130824-3 11 14 construction of the Project, and Developer shall direct its contractors and subcontractors to refrain from discrimination on such basis. 3.17 Prevailing V4'age Requirements. To the full extent required by all applicable state and federal laws, rules and regulations, if any, Developer and its contractors and agents shall comply with California Labor Codf: Section 1720 et seq. and the regulations adopted pursuant thereto ("Prevailing Wage Laws";1, and shall be responsible for carrying out the requirements of such provisions. If applicable, Developer shall submit to Agency a plan for monitoring payment of prevailing wages and shall implf;ment such plan at Developer's expense. Developer shall indemnify, defend (with counsel approved by Agency) and hold the Agency, the City, and their respective elected and appointed officers, officials, employees, agents, consultants, and contractors (collectively, the "Indemnitees") harmless from and against all liability, loss, cost, expense (including without limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively "Claims") which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or a:re alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 a:nd 1781) or the requirement of competitive bidding in the construction of the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Developer related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that Agency and City do not and shall not waive any rights against Developer which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, oar Developer's deposit with Agency of any of the insurance policies described in this Agreement. The provisions of this Section 3.1'7 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project. Develope;r's indemnification obligations set forth in this Section shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees. 3.18 Compliance with Laws. Developer shall carry out and shall cause its contractors to carry out the construction of thf; Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, applicable provisions of the California Public Contracts Code (if any), the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135„ et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. Developer shall indemnify, defend (with counsel approved by Agency) a:nd hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Developer's obligation:; set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that Agency 1130824-3 12 15 and City do not and shall not waive; any rights against Developer which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or Developer's deposit with Agency of any of the insurance policies described in this Agreement. Developer's indemnification obligations set forth in this Section shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees. Developer's defense and indemnification obligations set forth in this Section 3.18 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project. 3.19 Liens and Stop Notices. Until the expiration of the term of the Regulatory Agreement and full repayment of t]he Loan, Developer shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Developer. If a claim of a lien or stop notice is given or recorded affecting the Project, Developer shall within twenty (20) days of such recording or sel:vice: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c) provide other assurance satisfactory to Agency that the claim of lien or stop notice will be paid or discharged. 3.20 Right of A ency to Satisfy Liens on the Property. If Developer fails to satisfy or discharge any lien or stop notice on the Property pursuant to and within the time period set forth in Section 3.19 above, the Agency shall have the right, but not the obligation, to satisfy any such liens or stop notices at Developer's expense and without further notice to Developer and all sums advanced by Agency for such purpose shall be part of the indebtedness secured by the Deed of Trust. In such event Developer shall be liable for and shall immediately reimburse Agency for such paid lien or stop notice. Alternatively, the Agency may require Developer to immediately deposit with Agency the amount necessary to satisfy such lien or claim pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against Developer. Developer shall file a valid notice of cessation or notice of completion upon cessation of construction of the Improvements for a continuous period of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property or the Improvements. The Agency may (but has no obligation to) record any notices of completion or cessation of labor, or any other :notice that the Agency deems necessary or desirable to protect its interest in the Property and the; Improvements. 3.21 Performance and Payment Bonds. Prior to commencement of construction work on the Project, Developer shall cause its general contractor to deliver to the- Agency copies of payment bond(s) and performance bond(s) issued by a reputable insurance company licensed to do business in California, each in a penal sum of not less than one hundred percent (100%) of the scheduled cost of construction of the Project. The bonds shall name the; Agency and the City as co-obligees. In lieu of such performance and payment bonds, subject to Agency's approval of the form and substance thereof, Developer may submit evidence satisfactory to the Agency of the contractor"s ability to commence and complete construction of the Project in the form of an irrevocable letter of credit, pledge of cash deposit, certificate of deposit, or other marketable securities held by a broker or other financial institution, with si€;nature authority of the Agency required for any withdrawal, or 1130824-3 13 16 a completion guaranty in a form and from a guarantor acceptable to Agency. Such evidence must be submitted to Agency in aX,provable form in sufficient time to allow for Agency's review and approval prior to the scheduled'. construction start date. 3.22 Insurance Requirements. Developer shall maintain and shall cause its contractors to maintain all applicable insurance; coverage specified in Article X. ARTICLE IV AGENCY FINANCIAL ASSISTANCE 4.1 Loan and Note. In order to increase the affordability of the Project, Agency agrees to provide a loan to Developer in the principal amount of Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000) (the "Loan") upon the terms and conditions and. for the purposes set forth in this Agreement. The Loan shall be evidenced by a Secured Promissory Note in the amount of the Loan (th.e "Note") dated as of the date upon which Developer acquires the Property (the "Closing Date") and executed by Developer substantially in the foram attached hereto as Exhibit E. The Note shall be secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Failing (the "Deed of Trust") executed by Developer as Trustor for the benefit of Agency substantially in the form attached hereto as Exhibit F. Provided that Developer has complied with all conditions precedent to disbursement of the Loan set forth in Section 4.5, t:he proceeds of the Loan ("Loan Proceeds") shall be disbursed in accordance with Section 4.4 hereof. The Parties agree that Agency shall disburse 1:he Loan Proceeds only for the purposes set forth in Section 4.4. 4.2 Interest Rate; Payment Dates; Maturity Date. The outstanding principal balance of the Note will bear interest at three percent (3%) simple annual interest commencing upon the date of disbursement. Annual payments shall be due and payable on a residual receipts basis in accordance with the formula set forth in the Note. The entire outstanding principal balance of the Loan together with accrued interest and all other sums due under the Agency Documents shall be payable in full on the earlier of (i) the fifty-fifth (SSt") anniversary of the date of issuance of the final certificate of occupancy for the first phase of the Project, or (ii) the fifty-seventh (57t") anniversary of the Loan origination date. Notwithstanding the foregoing, the .Agency shall have the right to accelerate t:he maturity date and declare all sums payable under the Note immediately due and payable upon the occurrence of an Event of Default, including without limitation, Developer's failure to commence or complete construction of the Project within the times periods specified in Section 3.8. 4.2.1 Extension of Loan Term. The maturity date of the Note may be extended for an additional twenty-five (25) years upon the written request of Developer, provided that (i) Developer is not in default under the Note or any other Agency Document at the time of such request, and (ii) Developer agrees to execute and record an amendment to the Regulatory Agreement that will extend the term of the Regulatory Agreement and the duration of the affordability restrictions set forth therein for the full term of the Note as extended. 1130824-3 14 17 4.3 Security. As security for repayment of the Note, Developer shall execute the Deed of Trust in favor of Agency as beneficiary pursuant to which Agency shall be provided a lien against Developer's interest in the Property and the Improvements. The Deed of 'Trust shall be dated as of the Closing Date, shall be substantially in the form attached hereto as Exhibit F, and shall be recorded in the Official Records on the Closing Date. The Deed of Trust may be subordinated only to the Permitted Exceptions and such liens and encumbrances as Agency shall approve in writing. Developer acknowledges that the Deed of Trust secures Develope;r's performance of Developer's obligations pursuant to this Agreement and the Regulatory Agreement which may survive repayment of the Note, and that the Deed of Trust shall not be reconveyed prior to Developer's satisfaction of such obligations. 4.4 Use and Disbursement of Proceeds. The Loan Proceeds shall be used solely to fund acquisition of the Property and development of the Project. 4.5 Conditions to Disbursement of Loan Proceeds. Agency's obligation to~ fund the Loan and disburse the Loan Proceeds is conditioned upon the satisfaction of all of the following conditions: (i) Developer's execution and delivery to Agency of this Agreement, the Note, the Deed of Trust, the Memorandum, the Regulatory Agreement, and a Memorandum of Option. (ii) Recordation of the Memorandum, the Deed of Trust, the Regulatory Agreement and the Memorandum of Option in the Official Records. (iii) The conveyance of the Property to Developer. (iv) The issuance by an insurer satisfactory to Agency of an A.L.T..A. lender's policy of title insurance ("Title Policy") for the benefit of Agency in the amount of trle Loan, insuring that the lien of the Deed of Trust is subject only to exceptions numbers identified in that certain Preliminary Report (Order No. NCS - 357464 - SC issued by First American Title Company dated June 9, 2008], and such other defects, liens, conditions, encumbrances, restrictions, easemf;nts and exceptions as Agency may approve in wril:ing (collectively, the "Permitted Exceptions") and containing such endorsements as Agency may reasonably require, with the cost of such Title Policy to be paid by Developer. (v) Developer's delivery to the Agency of evidence of property and liability insurance coverage in accordance with the requirements set forth herein. (vi) Developer's, delivery to Agency of evidence reasonable satisfactory to Agency that there are no mechanics' liens or stop notices related to the Property or the Project, and Developer's provision to Agency of full waivers or releases of lien clams if required by Agency. (vii) Developer's. delivery to Agency of each of the following: (i) certificate of good standing, certified by the Secretary of State indicating that Developer is properly organized and authorized to do business in the State of California, (ii) a certified resolution indicating that Developer has authorized this transaction and that the persons executing the Agency Documents 1130824-3 15 18 on behalf of Developer have been duly authorized to do so, (iii) certified copy of Deve;loper's LP-1 and partnership agreement; arld (iv) certified copies of Developer's general partner's articles of incorporation, bylaws anal verification of tax-exempt status. (viii) No material .adverse change as determined by Agency in its reasonable judgment shall have occurred in the condition of the Property or in the financial or other condition of Developer since the date of this Agreement. (ix) For Loan Proceeds to be used for acquisition of the Property: Agency's receipt of a written requisition for disbursement of funds specifying the amount and use of the requested funds, accompanied by t11e title company's estimated settlement statement showing the acquisition price, closing costs and all other amounts due in escrow for Developer's acquisition of the Property. (x) For Loan Proceeds to be used for predevelopment activities: Agency's receipt of a written requisition from Developer specifying the amount and use of the requested funds, accompanied by copies of third-party invoices, evidence of Developer's payment for services rendered in connection with the Project, and such other documentation as Agency shall reasonably require, including without limitation assignment agreements in form acceptable to Agency providing Agency with the; right to rely upon and use the plans, studies and other work product paid for with Loan Proceeds. (xi) For Loan Proceeds to be used for construction: (a) Developer's delivery to Agency of evidence reasonably satisfactory to Agency that Developer has obtained. all necessary entitlements, permits (including without limitation building permits), licenses, and approvals required to develop the project, or that the receipt of such permits is subject only to such conditions as Agency shall reasonably approve; (b) City shall have approved the: final plans and specifications for the Project; (c) Developer's construction financing for the Project shall have closed or shall close concurrently with Agency's disbursement of funds for construction, and Developer shall have delivered to Agency evidence reasonably satisfactory to Agency that Developer has secured binding commitments, subject only to commercially reasonable conditions, for all Project construction and permanent financing, (d} Developer's delivery to Agency and Agency approval of all of the following: (1) Project construction and operating budgets (2) performance bonds or other assurance of completion reasonably acceptable to Agency pursuant to the requirements set forth in Section 3.21; (3) construction schedule; (4) evidence of insurance coverage required pursuant to Section 10.2; (5) copies of such other documents related to the development and financing of the Project as Agency may reasonably request, and (6) Developer's delivery to Agency of evidence reasonably satisfactory to Agency that there are no mechanics' liens or stop notices related to the Property or the Project, and Developer's provision to Agency of full waivers or releases of lien clams if required by Agency. 4.6 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the Agency shall have no obligation to disburse or authorize the disbursement of any portion of the; Loan Proceeds following: (i) the failure of any of Developer's representations and warranties made in this Agreement or in connection with the Loan to be true and correct in all material respects; 1130824-3 16 19 (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) Reserved. (iv) the occurrence of an Event of Default under any Agency Document which remains uncured beyond any applicable cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Default under any Agency Document. 4.7 Prepayment; Acceleration. (a) Prepayment. Developer shall have the right to prepay the Loan <~t any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Developer's obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement. (b} Due On Sale or Encumbrance. Unless Agency agrees otherwise. in writing, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon the Transfer absent the prior written consent of A€;ency of all or any part of or interest in the Property except as otherwise permitted pursuant to this Agreement. 4.8 Nonrecourse. Except as expressly provided in this Section 4.8, neither Developer nor its partners shall have personal liability for payment of the principal of, or interest on the Note, and the sole recourse of Agency with respect to the payment of the principal of, and interest on the Note shall be to the Property and the Improvements and any other collateral held by Agency as security for the Note:, provided however, nothing contained in the foregoing limitation of liability shall: (A) impair the enforcement against all such security for the Loan of~ all the rights and remedies of the Agency under the Deed of Trust and any financing statements Agency files in connection with the Loan, a~s each of the foregoing may be amended, modified, or restated from time to time; (B) impair the right of Agency to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Agency to enforce acid realize upon the Deed of Trust, the interest in the Property and the Improvements created thereby and any other collateral given to Agency in connection with the indebtedness evidenced by the Note, and to name the Developer as party defendant in any such action; (C) be deemed in any way to impair the right of the Agency to assert the unpaid principal amount of the Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; (D) constitute a waiver of any right which Agency may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to Agency under the 1130824-3 17 ~0 Note or to require that the Property and the Improvements shall continue to secure all of the indebtedness owed to Agency in accordance with the Note and the Deed of Trust; or (E) limit or restrict the ability of Agency to seek or obtain a judgment against Developer to enforce against Developer to: (a) recover under Sections 3.3.2, 3.14, 3.17, 3.18, 8.2, 10.1, 11.1, and 11.18 hereof (pertaining to Developer's indemnification obligations), or (b) recover from Developer and its general partners compensatory damages as well as other costs and expenses incurred by Agency (including without limitation attorney's fees and expenses) arising as a result of the occurrence o:F any of the following: (i) any fraud or material misrepresentation on the part of the Developer, any general partner thereof, or any officer, director or authorized representative of the Developer or of any general partner thereof in connection with the request for or creation of the Loan, or in any Agency Document, or in connection with an;~ request for any action or consent by Agency in connection with the Loan; (ii) any failure to maintain insurance on the Property and Improvements as required pursuant to the Agency Documents; (iii) failure to pay taxes, assessments or other chargf;s which may become liens on the Property or Improvements; (iv) the presence of hazardous or toxic material or waste on the Property or other violation of the Developer's obligations under Section 8.1 hereof or those sections of the Deed of Trust pertaining to environmental matters; (v) the occurrence of any act or omission of Developer that results in waste to or of the Property or the Improvements and which ]Zas a material adverse effect on the value of the Property or the Improvements; (vi) the removal or disposal of any personal property or fixtures or the retention of :rents, insurance proceeds, or condemnation awards in violation of the Deed of Trust; (vii) the material misapplication of Loan Proceeds; (viii) the material misapplication of the proceeds of any insurance policy o:r award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property or the Improvements; and ] 130824-3 18 21 (ix) the failure of Developer to pay all amounts payabble under the Note in full if Developer Transfers the Property in contravention of'the Agency Documents. ARTICLE V I1SE OF THE PROPERTY 5.1 Use; Affordable Ho~usin~. Developer covenants and agrees for itself and its successors and assigns that the Propperty shall be used for the development and operation of a multi-family residential project in accordance with the terms and conditions of this Agreement and the Regulatory Agreement. 5.2 Maintenance. Developer shall at its own expense, maintain the Property, the Improvements and related landscaping and common areas in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions inconformity with all applicable state, federal, and local laws, ordinances, codes, and regulations. Without limiting the foregoing, Developer agrees to maintain the Project and the Property (including without limitation, the residential units, common areas, landscaping, driveways, parking areas, and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property or at the Project. Developer shall prevent and/or rectify any physical deterioration of the Property and the Project and shall make all repairs, renewals and replacements necessary to keep the Property and the improvements located thereon in good condition and repair. Developer shall provide adequate security services for occupants of the Project. 5.3 Taxes and Assessments. Developer shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, withholding, sales, and of:her taxes assessed against the Property and payable by Developer, at such times and in such manner as to prevent any penalty from accruing., or any lien or charge from attaching to the Property; provided, however, that Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge, the Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest. 5.4 ObligLation to Refrain from Discrimination. Developer shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Developer covenants for it:;elf and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of an.y basis listed in subdivision (a) or (d) of Section 12.955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part 1130824-3 19 22 thereof, nor shall Developer or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property c-r part thereof. Developer shall include such provision in all deeds, leases, contracts and other instruments executed by Developer, and shall enforce the same diligently and in good faith. All deeds, leases or contracts made or entered into by Developer, its successors or assigns, as to any portion of the Property or the Improvements shall contain the following language: (a) In Deeds, the following language shall appear: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph. (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees~ in the property herein conveyed. The foregoing covenant shall run with the land. "(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, S 1.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." (b) In Leases, the following language shall appear: "(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns, and all persons claiming under the lessee ~or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of pE;rsons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure nor enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the 1130824-3 20 ~~ selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased. "(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paraglraph (1)." (c) In Contracts, the following language shall appear: "There shall be no cliserimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and. paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of 'the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming; under or through the transferee establish or permit any such practice or practice:; of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land." ARTICLE VI LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT AND CONTROL OF DEVELOPER; AGENCY OPTION 6.1 Change Pursuant to this A~g~reement. Developer and its principals have represented that they possess the necessary expertise, skill and ability to carry out the; development of the Project on the Property pursuant to this Agreement. The qualifications, experience, financial capacity and expertise of Developer and its principals are of particular concern to the Agency. It is because of these qualifications, experience, financial capacity and expertise that the Agency has ente-red into this Agreement with Developer. No voluntary or involuntary successor, assignee or' transferee of Developer shall acquire any rights or powers under this Agreement, except as expressly provided herein. 6.2 Prohibition on Transfer. Prior to the expiration of the term of the Regulatory Agreement, Developer shall not, f;xcept as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assigrunent or lease (collectively, "Transfer") of the whale or any part of the Property, the Project, t:he Improvements, or this Agreement, without the prior written approval of Agency, which approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without thf; Agency's consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, prior to the 1130824-3 21 ~~ expiration of the term of the Regulatory Agreement, except as expressly permitted by this Agreement, Developer shall not undergo any significant change of ownership without the prior written approval of Agency. For purposes of this Agreement, a "significant change of ownership" shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Developer, taking all transfers into account on a cumulative basis; provided however, neither the admission of an im/estor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision. 6.3 Permitted Transfers_ Notwithstanding any contrary provision hereof, t:he prohibitions set forth in this Articl~° shall not be deemed to prevent: (i) the granting of temporary easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreemel:~t; (iii) the lease of individual residences to tenants for occupancy as their principal residence in accordance with the Regulatory Agreement:; (iv) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project or the Property in accordance with the approved Financing Plan and subject to the requirements of Article VII, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) a Transfer to an entity which is under the direct control of Mid-Peninsula Housing Coalition, a California nonprofit public benefit. corporation ("Controlled Affiliate"); (vi) the admission of limited partners and any transfer of limited partnership interests in accordance with Developer's agreement of limited partnership (the "Partnership Agreement"), provided that the :Partnership Agreement and/or the instrument of Transfer provides for development and operation of the Property and Project in a manner consistent with this Agreement; (vii) the removal oi~the general partner by the investor limited partner for a default under the Partnership Agreement, provided the replacement general partner is reasonably satisfactory to Agency; or (viii) the transfer of the General Partner's interest to a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, provided such replacement general partner is reasonably satisfactory to Agency,. 6.4 Requirements for Proposed Transfers. The Agency may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property or portion thereof if all of the following requirements are met (provided however, the requirements of this Section 6.4 shall not apply to Transfers described in clauses (i) through (v) of Section 6.3): (i) The proposed transferee demonstrates to the Agency's satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the Agency to competently complete construction of the Project and to otherwise fulfill the obligations ur>dertaken by the Developer under this Agreement. (ii) The Developer and the proposed transferee shall submit for Agency review and approval all instruments and other legal documents proposed to effect an;y Transfer of this Agreement, the Property or interest therein together with such documentation of the proposed transferee's qualifications and development capacity as the Agency may reasonably request. 1130824-3 22 25 (iii) The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement and the Agency Documents arising after the effective date of the Transfer and all obligations of Developer arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Developer's obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement and the: Regulatory Agreement. (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the Agency in form recordable in the Official Records. Consent to any propposed Transfer may be given by the Agency's Executive Director unless the Executive Direactor, in his or her discretion, refers the matter of approval to the Agency's governing board. If a proposed Transfer has not been approved by Agency in writing within thirty (30) days following Agency's receipt of written request by Developer, it shall be deemed rejected. 6.5 Effect of Transfer without Agency Consent. 6.5.1 In the absence of specific written agreement by the Agency, no Transfer by Developer shall be deemed to relieve the Developer or any other party from any obligation under this Agreement. 6.5.2 Without limiting any other remedy Agency may have under this Agreement, or under law or equity, it shall be an Event of Default hereunder entitling; Agency to terminate this Agreement if without the prior written approval of the Agency, Developer assigns or Transfers this Agreement or thf; Property prior to the Agency's issuance of a Certificate of Completion. This Section 6.5.2 sl:~all not apply to Transfers described in clauses (i) t:hrough (vi) of Section 6.3. 6.6 Recovery of Agency Costs. Developer shall reimburse Agency for all Agency costs, including but not limited to reasonable attorneys' fees, incurred in reviewing instruments and other legal documents proposed to affect a Transfer under this Agreement and irl reviewing the qualifications and. financial resources of a proposed successor, assignee, or transferee within ten (10) days following Agency's delivery to Developer of an invoice detailing such costs. 6.7 Option to Purchase;, Enter and Possess. Developer hereby grants to the Agency an option to purchase the Property (the "Option") pursuant to the terms and conditions set forth in this Section. The Parties shall record a Memorandum thereof substantially in the form included in Exhibit H in the Official Records concurrently with Developer's acquisition of the Property and the recordation of the other .A.gency Documents. The Option shall be senior to any similar option provided to any other individual or entity. The Agency shall have the right to exercise the Option and to purchase, enter and take possession of the Property or any portion thereof owned by the Developer with all improvements thereon if Developer (i) fails to begin construction of the Project within the time specified in Section 3.8 as such date may be. extended pursuant to the terms hereof, (ii) abandons or, subject 1130824-3 23 26 to force majeure, suspends construction of the Improvements for a period of sixty (60) days after written notice from Agency, (iii) fails to complete construction of the Project by the tame specified in Section 3.8 as such dafie may be extended pursuant to the terms hereof, or (iv) directly or indirectly, voluntarily or involuntarily Transfers the Property or this Agreement in violation of Article VI. To exercise the Option, the Agency shall pay to the Developer cash in an amount equal to: (i) The purchase price paid by the Developer for the Property; plus (ii) The fair market value of any new improvements existing on the Property at the time of exercise of the Option; less (iii) Any gains or incon le withdrawn or made by the Developer from the applicable portion of the Property or the improvements thereon; less (iv) The outstanding interest, principal and all other sums payable pursuant to the Note; less (v) The value of any lip°ns or encumbrances on the applicable portion of the Property which the Agency assumes or takers subject to; less (vi) Any damages to which the Agency is entitled under this Agreement b:y reason of Developer's default. In order to exercise the Option, Agency shall give Developer notice of such exercise, and Developer shall, within thirty (30} days after receipt of such notice, provide Agency with a summary of all of Developer's costs incurred as described in this Section. Within thirty (30) days of Agency's receipt of such summary, Agency shall pay into an escrow established for such purpose cash in the amount of all sums owing pursuant to this Section 6.7, and Developer shall execute and deposit into such escrow a grant deed transferring to Agency all of Deve:loper's interest in the Property, or portion. thereof, as applicable and the improvements located thereon. 6.7.1 Ri htg s of Mort~a~ees. The rights of Agency under this Section 6.7 shall not defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of such instruments. Any conveyance of the Property to the Agency pursuant to the exercise of the Option shall be subject to mortgages and deeds of trust permitted by this Agreement. The Agency will not withhold consent to reasonable requests fol• subordination of the Option to deeds of trust proviided for the benefit of construction lenders idf;ntified in the Financing Plan provided that the instruments effecting such subordination inchxde reasonable protections to the Agency in the event of default. 6.7.2 Assignment. The Agency shall have the right to assign the Option to the City, any other governmental entity, or a qualified nonprofit corporation. If the Agency ceases to exist, the City shall automatically succeed to the rights of Agency. 1130824-3 24 ~7 ARTICLE VII SECURITY FINANCING AND RIGHTS OF MORTGAGEES 7.1 Mortgages and Deecis of Trust for Development. Mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the Property only for the purpose of securing loans approved pursuant to the approved Financing Plan for tl~e purpose of financing the acquisition of the property, the design and construction of the Improvements, and other expenditures reasonably necessary for development of the Property pursuant to this Agreement. Developer shall not enter into any conveyance for such financing without the prior written approval of Agency's Executive Director or his or her designee. As used herein, the terms "mortgage" and "deed of truest" shall mean any security instrument used in financing real estate acquisition, construction anal land development. 7.1.1 Memorandum Re~ulator~,greement, and Option to be Seniolr to Mortgages. Developer covenants and agrees that unless otherwise agreed upon by Agency pursuant to a written instrument conforming to the requirements of California Health and Safety Code Section 33334.14(a)(4) and including without limitation, the provisions set forth in Section 7.5 below, the Memorandum of this Agreement, the Regulatory Agreement and the Memorandum of the Option shall be senior in priority to any mortgage, deed of trust, or other security instrument recorded against the Property, and that if any such instrument has been recorded against the Property prior to recordation of such instruments, Developer shall promptly secure execution of such subordination agreements as may be necessary to ensure that Agency's interests shall not be defeated as a result of foreclosure of any such instrument. Notwithstanding the foregoing, the Agency agrees that pursuant to Health and Safety Code Section 33334.14(a)(4), Agency will not withhold consent to reasonable requests for subordination of the Deed of Trust and Regulatory Agreement to deeds of trust provided for the benefit ofd lenders identified in the Financing Plan provided that the instruments effecting such subordination include reasonable protections to the Agency in the event of default. 7.2 Holder Not Obligated to Construct. The holder of any mortgage, deed of trust authorized by this Agreement shall not be obligated to complete construction of the Improvements or to guarantee such completion. Nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Property or any portion thereof to any uses, or to construct any improvements thE;reon, other than those uses or improvements provided for or authorized by this Agreement. 7.3 Notice of Default and Right to Cure. Whenever Agency delivers any notice of default hereunder, Agency shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed oi'trust secured by the Property provided that Agency has been provided with the address for delivery of such notice. Agency shall have no liability to any such holder for any failure by the Agency to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, within sixty (60) days after the receipt of the notice, to cure or remedy any such default or breach. In the event that possession of the Property (or any portion thereof) pis required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied the default if it commences the proceedings necessary to obtain possession of the Property within sixty (60) days after receipt of the 1130824-3 25 2~ Agency's notice, diligently pursues such proceedings to completion, and after obtaining possession, diligently completes such cure or remedy. A holder who chooses to exercise its right to cure or remedy a default or breach shall first notify Agency of its intent to exercise such right prior to commencing to cure or remedy such default or breach. Nothing contained in this Agreement shall be deemed to pernnit or authorize such holder to undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect the same) without first having expressly assumed in uniting Developer's obligations to Agency under this Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement, the Project and the Improvements and submit evidence reasonably satisfactory to Agency that it has the development: capability on staff or retainer and the financial capacity necessary to perform such obligations. Any such holder properly completing the Project pursuant to this Section shall assume all rights and obligations of Developer under this Agreement and shall be entitled to a Certificate of Completion upon compliance with the requirements of this Agreement. 7.4 Failure of Holder to Complete Improvements. In any case where, six (6) months after default by Developer in completion of construction of the Improvements, the holder of record of any mortgage or deed of trust has not exercised its option to construct the Improvements, or having first exercised its option to construct, has not proceeded diligently with construction, Agency shall be afforded those rights against such holder that it would otherwise have against Developer under this ,Agreement. 7.5 A ency Right to Cure Defaults. In the event of a breach or default by :Developer under a mortgage or deed of trust secured by the Property, Agency may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and Agency shall be entitled to reimbursement from Developer for all costs and expenses incurred by Agency associzited with and attributable to the curing of the; default or breach and such sum shall constitute a part of the indebtedness secured by the Agency Deed of Trust. 7.6 Holder to be Notified. Developer, for itself, its successors and assigns hereby warrants and agrees that each term contained herein dealing with security financing and rights of holders shall be either inserted into the relevant deed of trust or mortgage or acknowlf;dged by the holder prior to its creating any security right or interest in the Property. 7.7 Modifications to Agreement. Agency shall not unreasonably withhold its consent to modifications of this Agreement: requested by Project lenders or investors provided. such modifications do not alter Agency's substantive rights and obligations under this Agreement. 7.8 Estoppel Certificate-s. Either Parry shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying i:he amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults. 1130824-3 26 29 ARTICLE VIII ENVIRONMENTAL MATTERS 8.1 No Agenc~Liabilit;y; Developer's Covenants. Neither Agency nor City shall be responsible for the cost of any soil., groundwater or other environmental remediation or other response activities for any Hazardous Materials existing or occurring on the Property or any portion thereof, and Developer shall be solely responsible for all actions and costs associated with any such activities required for the development of the Project, the Property, or any portion thereof. Upon receipt of any notice regarding the presence, release or discharge of Hazardous Materials in, on or under the Property, or any portion thereof, Developer (as long as Leveloper owns the property which is the subject of such notice) agrees to timely initiate and diligently pursue and complete all appropriate response, remediation and removal actions for the presence, release or discharge of such Hazardous Materials within such deadlines as specified by applicable Environmental Laws. Developer hereby covenants and agrees that: (i) Developer shall not knowingly permit the Project or the Property or any portion of either to be a site for the; use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence or release of Hazardous Materials in, on, under, about or from the Project or the Property with the exception of cleaning supplies and other materials customarily used in construction, operation or maintenance of residential property and any commercial uses developed as part of the; Project, and used, stored and disposed of in compliance with Hazardous Materials Laws, and (ii) Developer shall keep and maintain the Project and the Property and each portion thereof in compliance with, and shall not cause or permit the Project or the Property or any portion of either to be in violation of, any Hazardous Materials Laws. 8.2 Environmental Indf;mnification. Developer shall indemnify, defend (with counsel approved by Agency) and hold the; Indemnitees harmless from and against any and all Claims including without limitation any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement or remediation of Hazardous Materials and administrative, enforcement or judicial proceedings resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal or the alleged presence:, release, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Property, or (ii) the failure of Developer, Developer's employees, agents, contractors, subcontractors, or any person acting on behalf of any of the foregoing to comply with Hazardous Materials Laws or the covenants set forth in Section 8.1. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. The provisions of this Section 8.2 shall survive the issuance of a Certificate of Completion for the Project and the expiration or earlier termination of this Agreement. 1130824-3 27 ~0 8.2.1 No Limitation. Developer hereby acknowledges and agrees that Developer's duties, obligations and liabilities under this Agreement, including, without limitation, under Section 8.2 above, are in no way limited or otherwise affected by any information the Agency or the City may have concerning the Property and/or the presf;nce in, on, under or about the Property of any :Hazardous Materials, whether the Agency or the City obtained such information from the Developer or from its own investigations. It is further agreed that Agency and City do not and shall not waive any rights against Developer that they may have by reason of this indemnity and hold harmless agreement because of the acceptance b:y Agency, or the deposit with Agency by Developer, of any of the insurance policies described in this Agreement. 8.3 Hazardous Materials. As used herein, the term "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601, et secy.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Cole Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code; Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. 8.4 Environmental Laws. As used herein, the term "Environmental Laws" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and ,gents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, 1130824-3 2 8 31 labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soiil, as now or may at any later time be in effect, including but not limited to the Toxic Substances. Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code; Section 25280, et seq.], the California Hazardous Substances Account Act [California Health anti Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as each of 1:he foregoing now exist or are hereafter amended, together with any regulations promulgated thereunder. ARTICLE IX DEFAULTS, REMEDIES AND TERMINATION 9.1 Event of Developer Default. The following events shall constitute an event of default on the part of Developer ("Event of Developer Default"): (a) Developer fails to commence or complete construction of the Project within the times set forth in Section 3.8, or subject to force majeure, abandons or suspends construction of the Project prior to completion for a period of sixty (60) days or more; (b) Developer fails to pay when due the principal and interest (if arty) payable under the Note and such failure continues for ten (10) days after Agency notifies Developer thereof in writing; Article VI; (c) A Transfer occurs, either voluntarily or involuntarily, in violation of (d) Developer fails to maintain insurance on the Property and the Project as required pursuant to this Agreement, and Developer fails to cure such default within ten (10) days; (e) Subject to Developer's right to contest the following charges pursuant to Section 5.3, if Developer fails to p<~y prior to delinquency taxes or assessments due on the Property or the Project or fails to pay when due any other charge that may result in a lien on the Property or the Project, and Developer fails to cure such default within thirty (30) days of date of delinquency, but in all events upon. the imposition of any such tax or other lien; (f) A default anises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any 1130824-3 29 32 applicable cure period such that they holder of such security instrument has the right to accelerate repayment of such loan; (g) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the Agency or the City in connection with this Agreement or Developer's request for the Loan proves to have bE;en incorrect in any material and adverse respect when made and continues to be materially adverse to the Agency or the City; (h) If, pursuant t;o or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Developer or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Developer or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Developer or any general partner thereof; (iv) makes an assignrr.~ent for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; (i) A court of competent jurisdiction shall have made or entered arty decree or order (1) adjudging the Developer to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Developer or seeking any arrangement for Developer under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (?~) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Developer; (j) Developer s11a11 have assigned its assets for the benefit of its cry°ditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is penrlitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution; (k) The Developer shall have voluntarily suspended its business or Developer shall have been dissolved or terminated; (1) An event of default arises under any Agency Document and remains uncured beyond any applicable cure period; or (m) Developer defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Sf;ction 9.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which Agency shall have given written notice of the default to Developer; provided however, if the default is of a nature that it cannot be cured within thirty (30') days, a Developer Event of Default shall riot arise hereunder if Developer commences to curt; the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence 1130824-3 3 0 33 and in good faith to completion anal in no event later than ninety (90) days after receipt of notice of the default. 9.2 A ency Default. An event of default on the part of Agency ("Event of Agency Default") shall arise hereunder if ?agency fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of Thirty (30) days after written notice thereof from Developer to Agency, or in the case of a default which cannot with due diligence be cured within thirty (30) days, Agency fails to commence to cure the default within thirty (30) days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion. 9.3 A enc~ hg t to Terminate Agreement. If an Event of Developer Default shall occur and be continuing beyond any applicable cure period, then Agency shall, in addition to other rights available to it under law or this Agreement, have the right to terminate this Agreement. If Agency makes such. election, Agency shall give written notice to Developer and to any mortgagee entitled to such notice specifying the nature of the default and stating that this Agreement shall expire and termin<~te on the date specified in such notice, and upon the date specified in the notice, this Agreerrlent and all rights of Developer under this Agreement, shall expire and terminate. 9.4 Agency's Remedies and Ri hg is Upon an Event of Developer Default. Upon the occurrence of an Event of Default and the expiration of any applicable cure period, Al;ency shall have all remedies available to it under this Agreement or under law or equity, includir,~g, but not limited to the following, and Agency may, at its election, without notice to or demand upon Developer, except for notices or demands required by law or expressly required pursuant to the Agency Documents, exercise one c-r more of the following remedies: (a) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable; (b) Seek specific performance to enforce the terms of the Agency Documents; (c) Foreclose orl the Property pursuant to the Deed of Trust; (d) Pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the Agency Documents and Agency's rights thereunder. 9.5 Developer's Remedies Upon an Event of Agency Default. Upc-n the occurrence of an Agency Event of Default, in addition to pursuing any other remedy allowed at law or inequity or otherwise provided in this Agreement, Developer may bring an action for equitable relief seeking the specific; performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, alid/or seeking to obtain any other remedy consistent with the purpose of this Agreement, and may pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the Agency Documents and Developer's rights thereunder. 9.6 Remedies Cumulative; No Consequential Dama es. Except as otherwise expressly stated in this Agreement;, the rights and remedies of the Parties are cumulative, and the 1130824-3 31 34 exercise by either Party of one or more of such rights or remedies shall not preclude tree exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding anything to the contrary set forth herein, a Party's right to recover damages in the event of a default shall be limited to actual damages arld shall exclude consequential damages. 9.7 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprivf; either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such righl:s or remedies in the same or any subsequent default. 9.8 Rights of Limited Partners. Provided that Agency has been given the address for such notices, whenever Agency delivers any notice of default hereunder, Agency shall. concurrently deliver a copy of such notice to Developer's limited partner(s) in accordance with Section 11.3. The limited partner(s) shall have the same right as Developer to cure or remedy any default hereunder. ARTICLE X INDEMNITY AND INSURANCE. 10.1 Indemnity. Developer shall indemnify, defend (with counsel approved by Agency) and hold Indemnitees harmless from and against any and all Claims, including without limitation, Claims arising directly oar indirectly, in whole or in part, as a result of or in connection with Developer's or Developer's contractors, subcontractors, agents or employees development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or otherwise arising out of or in connection with Developer's performance under this Agreement. Developer';, indemnification obligations under this Section 10.1 shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 10.1 shall survive the issuance of a Certificate of Completion for the Project and the expiration or earlier termination of this Agreement. It is further agreed that Agency and City do not and shall not waive any rights against Developer that they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or the deposit with Agency by Developer, of any of the insurance policies described in this Agreement. 10.2 Liability and Workers Compensation Insurance. (a) Prior to initiating work on the Project and continuing through t11e issuance of the Certificate of Completion, Developer and all contractors working on behalf of Leveloper on the Project shall maintain a commercial general liability policy in the amount of Two Million Dollars ($2,000,000) combined single limit, Four Million Dollars ($4,000,000) annual aggregate, together with Five Million Dollars ($5,000,000) umbrella liability coverage, or such other policy limits as Agency may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy 1130824-3 3 2 35 or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds. (b) Until issuance of the Certificate of Completion, Developer and all contractors working on behalf of Developer shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles and shall furnish or cause to be furnished to Agency evidence satisfactory to Agency that Developer and any contractor with whonn Developer has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Automobile liability policies shall name the Indemnitees as additional insureds. (c) Upon commencement of construction work and continuing until issuance of a Certificate of Completion, Developer and all contractors working on behalf of Developer shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming Agency as loss payee. (d) Developer shall maintain property insurance covering all risks of loss (other than earthquake), including flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to Agency, naming Agency as loss payee. (e) Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A: VII. The Commercial General Liability and corrlprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds. Builder's Risk and property insurance shall name Agency and City as loss payees as their interests may appear. (f) Prior to commencement of construction work, Developer shall furnish Agency with certificates of insurance in form acceptable to Agency evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify City and Agency of any material adverse change, cancellation, termination or non-renewal of tlhe coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non-renewal. (g) If any insurance policy or coverage required hereunder is canceled or reduced, Developer shall, within fifteen (15) days after receipt of notice of such cance;llation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Agency and City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Agency or City may, without further notice and at its option, procure such insurance coverage at Developer's expense, and Developer shall promptly reimburse Agency or City for such expense upon receipt of billing from Agency or City. 1130824-3 3 3 36 (h) Coverage provided by Developer shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by Agency or City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation. for the benefit of the City and Agency. Developer shall furnish the required certificates and endorsements to Agency prior to the commencement of construction of the Project, and shall provide Agency with certified copies of the required insurance policies upon request of Agency. ARTICLE XI MISCELLANEOUS PROVISIONS 11.1 No Brokers. Each F'arty warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder's fe;e, or other compensation with respect to the transactions contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. 7'he terms of this Section shall survive the expiration or earlier termination of this Agreement. 11.2 Enforced Delay; Extension of Times of Performance. Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Party, acts or failures to act of the City or any other public or governmental agency or entity (other than the acts or failures to act of Agency which shall not excuse performance by Agency), or any other cause beyond the affected Party's reasonable control. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from th,e time of the commencement of the cause, if notice; by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten (10) days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension of time pursuant to this Section. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Developer anal Agency (acting in the discretion of its Executive Director unless he or she determines in his or her discretion to refer such matter to the governing board of the Agency). Agency and Developer acknowledge that adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the work of Improvements shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or rnarket changes and/or financial inability, whether ar not foreseeable as of the Effective Date. 11.3 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective 1130824-3 34 37 addresses specified below or to such other address as a Party may designate by written. notice delivered to the other Parties in accordance with this Section. All such notices shall bf; sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid oar charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered. by first- class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission. thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipien.t's time or on a nonbusiness day. Agency: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: Executive Director Facsimile: Developer: MP South Gity, L.P., a California limited partnership 303 Vintage Park Drive, Suite 250 Foster City, CA 9444 Attn: Development Department, South San Francisco Facsimile: (650) 357-9766 11.4 Attorneys' Fees. If either Party fails to perform any of its obligations tinder this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the pt•evailing Party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements.. 11.5 Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in v~rriting and executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed b:y the Parties. 1130824-3 3 5 38 11.6 Binding on Successors. Subject to the restrictions on Transfers set forth in Article VI, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. ,Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement or under law. 11.7 Survival. All representations made by Developer hereunder and Developer's obligations pursuant to Sections 3.:3.2 3.14 3.17 8.2 10.1 11.1 and 11.18 shall survive the expiration or termination of this Agreement and the issuance and recordation of a Certificate of Completion. 11.8 Construction. The section headings and captions used herein are solely for convenience and shall not be used 'to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, a.nd the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 11.9 Action or Approval _ Whenever action and/or approval by Agency is rf;quired under this Agreement, Agency's Executive Director or his or her designee may act on. and/or approve such matter unless specifically provided otherwise, or unless the Executive Director determines in his or her discretion that such action or approval requires referral to Agency's Board for consideration. 11.10 Entire Agreement. This Agreement, including Exhibits A through H attached hereto and incorporated herein by this reference, together with the other Agency Documents contains the entire agreement between the Parties with respect to the subject matter hc;reof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. 11.11 Counterparts. This Agreement may be executed in one or more countf;rparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the lc;gal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and sYlall be deemed as binding as if an originally signed counterpart was delivered. 11.12 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to ~be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 11.13 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 1130824-3 3 6 39 11.14 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 11.15 Non-Liability of Ofi:icials, Employees and A:;ents. No officer, official, employee or agent of Agency or City shall be personally liable to Developer or its successors in interest in the event of any default or breach by Agency or for any amount which may become due to Developer or its successors in interest pursuant to this Agreement. 11.16 Time of the Essence • Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shali~ be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a "business day" means a day that is not a Saturday, Sunday, a federal holiday or a state; holiday under the laws of California. 11.17 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of San Mateo County, California or irl the Federal District Court for the Northern District of California. 11.18 General Indemnification. Developer shall indemnify, defend (with counsel approved by Agency) and hold harmless Indemnitees from all Claims (including without limitation, reasonable attorneys' fees) arising in connection with any claim, action or :proceeding to attack, set aside, void, or annul any approval by the City or the Agency or any of its agencies, departments, commissions, agents, officers, employees or legislative body concerning; the Project or this Agreement. The Agency wall promptly notify Developer of any such claim, action or proceeding, and will cooperate fully in the defense. The Agency and City may, within the unlimited discretion of each, participate in the defense of any such claim, action or proceeding, and if the Agency or City chooses ~to do so, Developer shall reimburse Agency and City for reasonable attorneys' fees and expE°nses incurred. SIGNATURES ON FOLLOWING PAGE. 1130824-3 37 48 IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date first written above. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, A PUBLIC BODY CORPORATE AND POLITIC By: Name: Title: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel DEVELOPER MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Mid-Peninsula Greenridge, Inc., a California nonprofit public benefit corporation Its: General Partner By: Matthew O. Franklin Its: Assistant Secretary and Authorized Signatory 1130824-3 38 41 Exhibit A LEGAL :DESCRIPTION OF PROPERTY (Attach legal description.) Exhibit B FORM OF MEMORANDUM OF OWNER PARTICIPATION AGREEMENT (Attach form of Memorandum.) Exhibit C FORM OF CERTIFICATE OF COMPLETION (Attach form of Certificate.) Exhibit D FORM OF REGULATORY AGREEMENT (Attach form of Regulatory Agreement.) Exhibit E FORM OF PROMISSORY NOTE (Att:ach form of Promissory Note.) Exhibit F FORM OF DEED OF TRUST (A.ttach form of Deed of Trust.) Exhibit G Reserved. Exhibit H MI~:MORANDUM OF OPTION (Attach Form of Memorandum of Option) 1130824-3 39 42 Recording Requested by and when Recorded, return to: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) MEMORANDUM OF OWNER PARTICIPATION AND LOAN AGREEMENT This Memorandum of Owner Participation and Loan Agreement (this "Memorandum") dated as of , 2008, is entered into by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Agency") and MP South City, L.P., a California limited partnership ("Developer"). Agency and Developer are hereinafter collectively referred to as the "Parties." 1. Consistent with California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) and the Redevelopment Plan for the EI Camino Corridor Redevelopment Project Area ("Project Area"), the Parties have entered into that certain Owner Participation and Loan Agreement dated as of the date hereof (the "OPA"), pursuant to which Developer has agreed to develop certain real property (the "Property") located within the Project Area and more particularly described in Exhibit A attached Ft'ereto and incorporated herein by this reference. 2. Among other conditions, the OPA provides that by not later than forty-eight (48) months following the Effective Date of the OPA, Developer shall have completed construction of an affordable mixed-use housing project on the Property in which not fewer than eighty percent (80%) of the units will be rented to eligible households whose incomes are less than or equal to sixty (00%) percent of Area Median Income pursuant. to the terms of the OPA and a Regulatory Agreement and Declaration of Restrictive Covenants executed by the Parties ("Regulatory Agreement") which shall be recorded in Official Records of San Mateo County substantially concurrently herewith. 3. The OPA further provides that the Agency shall have an option to purchase the Property if, among other conditions, construction of the Project has not commenced within 24 months following the Effective Date of the Agreement. 4. The OPA further provides that (i) except as permitted by the OPA, Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Property or the improvements located thereon without the prior written approval of the Agency; and (ii) any transferee of all or part of the Property shall be subject to and shall expressly assume all of the covenants, obligations and restrictions of the OPA which pertain to the portion of the Property transferred, including without limitation, the provisions of the Regulatory Agreement. 1 1 43 196-2 43 5. The Parties have executed and recorded this instrument to give notice of the OPA and the Regulatory Agreement, and the respective rights of the Parties thereunder. Copies of the unrecorded OPA are available at the offices of the Agency, 400 Grand Avenue, South San Francisco, California, and such document is incorporated by reference in its entirety in this Memorandum. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the OPA. In the event of any inconsistency between this Memorandum and the OPA, the OPA shall control. 6. This Memorandum shall be interpreted and enforced in accordance wii:h California law without regard to principles of conflict of laws. This Memorandum may bE; executed in counterparts. 7. The OPA shall bind and inure to the benefit of the Parties and their respective successors and assigns. SIGNATURES ON FOLLOWING PAGE 1143196-2 44 IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the date first set forth above. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, A PUBLIC BODY CORPORATE AND POLITIC By: Name: Title: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel DEVELOPER MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Mid-Peninsula Greenridge, Inc., a California nonprofit public benefit corporation, its general partner By: Matthew O. Franklin Its: Assistant Secretary and Authorized Signatory S/GNATURES MUST BE NOTARIZED. 1143196-2 45 Exhibit A PROPERTY (Attach legal description.) 1143196-2 46 STATE OF CALIFORNIA ) COUNTY OF SAN MATED) On , 20_, before me, , (here insert name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/heir/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ) COUNTY OF SAN MATED) (Seal) On , 20_, before me, , (here insE~rt name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shE~/they executed the same in his/her/their authorized capacity(ies), and that by his/heir/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 1143196-2 5 (Seal) ~~ Recording requested by and when recorded mail to: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 above this Ifne for Recorder's use. CERTIFICATE OF COMPLETION This Certificate of Completion (this "Certificate") is made by the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Agency") effective as of , 20 RECITALS A. Agency and MP South City, L.P., a California limited partnership ("Owner") entered into that certain Owner Participation and Loan Agreement I;the "OPA") dated as of , 2008 concerning the redevelopment of certain real property located in the City of South San Francisco, California and more particularly described in Exhibit A attached hereto (the "Property"). A Memorandum of the OPA was recorded in the Official Records of San Mateo County ("Official Records") as Instrument No. ,Book ,Page .Capitalized terms used herein without definition shall have the meaning ascribed to such i:erms in the OPA. B. Pursuant to Section 3.15 of the OPA, the Agency is required to furnish the Owner or its successors with a Certificate of Completion upon completion of development of the Project in accordance with the OPA. C. The Agency has determined that the development of the Project has been satisfactorily completed in accordance with the OPA. NOW, THEREFORE, Agency hereby certifies as follows: 1. Development of the Project has been satisfactorily completed in conformance with the OPA. 2. All use, maintenance and nondiscrimination covenants contained in the OPA shall remain in effect and enforceable in accordance with the OPA. This Certificate does not constitute evidence of Owner's compliance with those covenants in the OPA that survive the issuance of this Certificate, including without limitatic-n, compliance with the Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants entered into pursuant to the OPA and recorded in the Official Records as Instrument No. Book ,Page 1143210-2 ~g 3. This Certificate does not constitute evidence of compliance with or satisfaction of any obligation of Owner to any holder of a deed of trust securing money loaned to finance the Improvements or any part thereof and does not constitute a notice of completion under California Civil Code Section 3093. 4. Nothing contained in this instrument shall modify any provisions of the OPA or any other document executed in connection therewith. IN WITNESS WHEREOF, Agency has executed and issued this Certificate of Completion as of the date first written above. REDEVELOPMENT AGENCY 4F THE CITY OF SOUTH SAN FRANCISCO sy: FORM-DO NOT SIGN Name: Executive Director ATTEST: By: FORM- DO NOT SIGN Agency Secretary APPROVED AS TO FORM: By: FORM-DO NOT SIGN Agency Counsel SIGNATURES MUST BE NOTARIZED. 1143210-2 49 Exhibit A PROPERTY (Attach legal description.) 1143210-2 50 Recording Requested by and when Recorded, return to: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 (SPACE ABOVE THIS LINE RESERVED FOR I~ECORDER'S USE) MEMORANDUM OF OPTION This Memorandum of Option (this "Memorandum") dated as of 2008, is entered into by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Optionee") and MP South Ciity, L.P., a California limited partnership ("Developer") with respect to that certain Owner Participation and Loan Agreement (the "OPA") dated as of , 2008 and executed by and between the Developer and Optionee. Developer and Optionee are hereinafter collectively referred to as the "Parties." Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the OPA. Developer owns a fee simple interest in certain real property located in South San Francisco, California, which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property"). Pursuant to Section 6.7 of the OPA, the Developer has granted to Optionee an option (the "Option") to purchase the Property upon the occurrence of certain conditions, including without limitation, Developer's failure to commence or complete construction of the Project within the time periods specified in the OPA, and Developer's unauthorized Transfer of the Property, all as more partiicularly described in the OPA. The Parties have executed and recorded this instrument to give notice Hof the Option. Copies of the unrecorded OPA are available at the offices of the Agency, 400 Grand Avenue, South San Francisco, California, and such document is incorporated by reference in its entirety in this Memorandum. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the OPA. In the event of any inconsistency between this Memorandum and the OPA, the OPA shall control. This Memorandum shall be interpreted and enforced in accordance with California law without regard to principles of conflict of laws. This Memorandum may be executed in counterparts. SIGNATURES ON FOLLOWING PAGE 1143205-2 51 IN WITNESS WHEREOF, Developer and the Optionee have executed this Memorandum as of the date first above written. OPTIONEE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, A PUBLIC BODY CORPORATE AND POLITIC By: Name: Title: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: DEVELOPER Agency Counsel MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Mid-Peninsula Greenridge, Inc., a California nonprofit public benefit corporation, its general partner By: . Matthew O. Franklin Its: Assistant Secretary and Authorized Signatory 1143205-2 SIGNATURES MUST BE NOTARIZED. 52 Exhibit A PROPERTY (Attach legal description.) 1143205-2 53 STATE OF CALIFORNIA ) COUNTY OF SAN MATED) On , 20_, before me, , (here insE~rt name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shf:/they executed the same in his/her/their authorized capacity(ies), and that by his/heir/their signature(s) on the instrument the person(s)., or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Catiforn~ia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ) COUNTY OF SAN MATED) (Seal) On , 20_, before me, , (here insE;rt name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/heir/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 1143205-2 4 (Seal) 54 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Executive Director EXEMPT FROM RECORDING FEES PE:R GOVERNMENT CODE §§6103, 27383 Space above this line for RecordE:r's use. AFFORDABLE HOUSING REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS by and between THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO and MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP 1192848-9 1 55 This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this "Agreement") is entered into effective as of _, 2008 ("Effective Date") by and between the Redevelopment Agency of the City o~f South San Francisco, a public body, corporate, and politic ("Agency") and MP South City, L.P., a California limited partnership ("Owner"). Agency and Owner are hereinafter collectively referred to as the "Parties." RECITALS A. Owner has purchased or has the contractual right to purchase certain real property located in the City of South San Francisco (City) at 636 EI Camino Real, and known as San Mateo County Assessor's Parcel No. 014-160-040 as more particularly described in Exhibit A attached hereto (the "Property"). B. Owner intends to construct, own and operate amulti-family residential project (the "Project") on the Property in accordance with that certain Owner Participation and Loan Agreement (the "OPA") dated as of 2008 and executed by and between Owner and Agency, a memorandum of which shall be recorded substantially concurrently herewith in the Official Records of San Mateo County ("Official Records"). C. The OPA provides that for a period of not less than fifty-five (55~) years not less than forty-nine percent (49%) of the residential units in the Project shall be rented at an affordable cost to households whose income is less than or equal to si~~ty percent (60%) of Area Median Income, and not less than an additional thirty-one percent (31 %) of the residential units in the Project shall be rented at an affordable cost to households whose income is less than or equal to eighty-one percent (81 %) of Area Median Income. D. Subject to the conditions set forth in the OPA, Agency has agreed to provide to Owner a loan in the amount of Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000) (the "Loan") in order to provide financing for the acquisition of the Property and development of the Project. The Loan is evidenced by a SecurE~d Promissory Note (the "Note") executed by Owner and dated as of the date hereof, and is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Deed of Trust") dated as of the date hereof and executed by Owner for the benefit of Agency. The Deed of Trust will be recorded in the Official Records substantially concurrently herewith. E. As a condition to its agreement to provide the Loan to Owner, Agency requires the Property to be subject to the terms, conditions and restrictions set forth herein. Community Redevelopment Law (California Health and Safety Code Section 33000, et seq. (the "CRL")), requires the Agency to require residential rental units assisted with funds from the Agency's low- and moderate-income housing fund to remain affordable for the longest feasible time. In addition, to the extent permitted by the CRL, this Agreement is intended to enable the Agency to count the residentiail units in 1192848-9 2 56 the Project toward satisfaction of the Agency's housing production obligation under CRL Section 33413(b)(2). F. The Parties have agreed to enter into and record this Agreement in order to satisfy the conditions described in the foregoing Recitals. The purpose of this Agreement is to regulate and restrict the occupancy and rents of the Project's Restricted Unitas for the benefit of the Project occupants. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner's successors and assigns for the full term of this Agreement. NOW THEREFORE, in ~:,onsideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. 1. Definitions. The following terms have the meanings set forth in this Section wherever used in this Agreement or the attached exhibits. "Actual Household Size" means the actual number of persons in the applicable household. "Adjusted for Family Size Appropriate for the Unit" shall be determined consistent with Section 50052.5(h) of the California Health and Safety Code and applicable federal rules (if any), "Affordable Rent" means the following amounts, less a utility allowance and such other adjustments as required pursuant to the CRL: (i) for units that arE~ restricted for rental to households with incomes of not more than sixty percent (60%) of AMI ("60% Units"), a monthly rent that does not exceed one-twelfth of thirty percent (30%) of sixty percent (60%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit, and (ii) for units that are restricted for rental to households with incomes of not more than eighty-one percent (81 %) of AMI ("81 % Units"), a monthly rent that does not exceed one-twelfth of thirty percent (30%) of sixty percent (60%) of Area Median Income, Adjusted for Family Sire Appropriate for the Unit. "Area Median Income" or "AMI" means the median income for San Mateo County, California, adjusted far Actual Household Size, as determined by the U.S. Department of Housing and Urban Development ("HUD") pursuant to Section 8 of the United States Housing Act of 1937 and as published from time to time by the State of California Department of Housing and Community Development ("HCD") in Section 6932 of Title 25 of the California Code of Regulations or successor provision published pursuant to California Health and Safety Code Section 50093(c). "Claims" is defined in Section 10. "Eligible Household" means a household for which gross household income 1192898-9 3 57 upon initial occupancy does not exceed the maximum income level for a Restricted Unit as specified in Section 2.1 and Exhibit B. "Indemnitees" is defined in Section 10. "Low-Income" or "Lower Income" means an annual gross household income that is less than or equal to the qualifying limits for households of Lower Income adjusted for actual household size, as determined periodically by HUD on they basis of gross annual household income and published by HCD in the Regulations for San Mateo County. If HUD ceases to make such determination, "Lower Income" :shall be defined as not greater than 80°~° of Area Median Income adjusted for actual riousehold size, as published by HCD in the Regulations. If both HCD and HUD cease to make such determinations, Agency in its reasonable discretion may designate another definition of "Lower Income" used by any other federal or state agency so long as such definition is no more restrictive than that set forth herein. "Moderate-Income" means an annual gross household income that is less than or equal to 120% of AMI, adjusted for actual household size as determined periodically by HCD on the basis of gross annual household income and published in the Regulations for San Mateo County. "Regulations" means Title 25 of the California Code of Regulations. "Restricted Unit" means a dwelling unit which is reserved for occupancy at an Affordable Rent by a household of not more than a specified household income in accordance with and as set forth in Sections 2.1 and 2.2 and Exhibit B. "Very Low-Income" means an annual gross household income that is less than or equal to the qualifying limits for households of Very Low-Income, adjusted i~or actual household size, as determined periodically by HUD on the basis of gross annual household income, and published by HCD in the Regulations for San Mateo County. If HUD ceases to make such determination, "Very Low-Income" shall be defined as not greater than 50% of Area Median Income adjusted for household size, as published by HCD in the Regulations. If both HCD and HUD cease to make such determinations, Agency in its reasonable discretion may designate another definition of "Very Low- Income" used by any other federal or state agency so long as such definition is no more restrictive than that set forth herein. 2. Use and Affordability Restrictions. Owner hereby covenants and agrees, for itself and its successors and assigns, that the Property shall be used solely for the operation of a mixed-use, multifamily rental housing development in compliance with the OPA and the requirements set forth herein. Owner represents and warranl:s that it has not entered into any agreement that would restrict or compromise its ability to comply with the occupancy and affordability restrictions set forth in this Agreement, and Owner covenants that it shall not enter into any agreement that is inconsistent with such ii4za4a-9 4 58 restrictions without the expres:> written consent of Agency. 2.1 Affordability Requirements. For a term of fifty-five (55) years commencing upon the date of issuance of a final certificate of occupancy for each phase of the Project not less than forty-nine percent (49%) of the residential units in such phase shall be shall be both Rent Restricted (as defined below) and occupied (or if vacant, available for occupancy) by Eligible Households whose income is less than or equal to sixty percent (60%) of AMI, and not less than an additional thirty-one percent (31 %) of the residential units iri such phase shall be both Rent Restricted arnd occupied (or if vacant, available for occupancy) by Eligible Households whose income is less than or equal to eighty-one percent (81 %) of Area Median Income. In the event that recertification of tenant incomes indicates that the number of Restricted Units actually occupied by Eligible Households falls below the nunnber reserved for each income group as specified in Exhibit B, Owner shall rectify the condition by renting the next available dwelling unit(s) in the Project to Eligible Household(s) until the required income mix is achieved. A dwelling unit shall qualify as "Rent Restricted" if the gross rent charged for such unit does not exceed thE~ Affordable Rent for the applicable household income category as set forth in Exhibit B. Notwithstanding anything to the contrary contained in this Agreement, if the terms of financing for the Project restrict a greater number of units than restricted by this Agreement or require stricter affordability requirements than those imposed hereby, the requirements of such other financing shall prevail for the term thereof. The Parties agree that an Amendment to this Agreement that includes a completed Exhibit B shall be recorded in the Official Records of San Mateo County when the number of units in the Project has been finalized in accordance with the OPA. 2.2 Rents for Restricted Units. Rents for Restricted Units shall be limited to Affordable Rents for households of the applicable income limit in accordant;e with Section 2.1 and Exhibit B. 2.2.1 If upon recertification of tenant incomes, Owner determines that a tenant's household income has increased and exceeds the qualifying incomes fora 60% Unit but does not exceed the maximum qualifying income for an 81 % Unit, then, upon expiration of the tenant's lease: (i) Suc;h tenant's unit shall be considered an 81 % Unit; (ii) Upan sixty (60) days' written notice to the tenant, :such tenant's rent may be increased to an Affordable Rent for an 81 % Unit; and (iii) Owner shall rent the next available unit at an Affordable Rent to a household whose gross household income does not exceed sixty 1192898-4 5 59 percent (60%) of AMI. 2.2.2 If upon recertification of tenant incomes, Owner determines that a tenant has a household income exceeding the maximum qualifying income for such tenant's unit, the tenant shall be permitted to continue to occupy the unit, and upon expiration of the tenant's lease and upon sixty (60) days' written notice, Owner may increase the rent for such unit 'to the lesser of one-twelfth of thirty percent (30%) of the tenant's actual household income or the fair market rent, and Owner shall rent the next available unit to a tenant whose household income does not exceed 60% of ,AMI or 81 % of AMI, as applicable, in order to meet the requirements of this Agreement. Notwithstanding the above, the Borrower may choose not to renew a tenant';> lease if the tenant's. household income exceeds eighty-one percent (81 %) of AMI. 2.2.3 In the event of inconsistency between the provisions of ;Section 2.2.1 or Section 2.2.2 and the rules applicable to the Project in connection with tax- exempt bond financing, low-income housing tax credits or financing provided by HUD or HCD, the rules applicable pursuant to such financing source shall prevail. 2.2.4 Notice of Affordability Restrictions on Transfer of Propert~Y. Pursuant to the requirements of California Community Redevelopment Law, Owner and Agency shall execute a Notice of Affordability Restrictions on Transfer of Prolperty substantially in the form attached hereto as Exhibit D, and shall cause such notice to be recorded substantially concurrently with the recordation of this Agreement. 2.3 Unit Sizes, Design and Location. The Restricted Units shall be of comparable design quality as unrestricted units in the Project, but may have reduced interior amenities. tenants of Restricted Units shall have access to all common facilities of the Project equal to that of tenants of Project Units that are not Restricted Units. The Restricted Units shall be allocated among affordability categories as set forth in Exhibit B. 2.4 Manager's Unit. Une dwelling unit in the Project may be used as a resident manager's unit, and shall be exempt from the occupancy and rent restrictions set forth in this Agreement. 2.5 No Condominium Conversion. Owner shall not convert the Project to condominium or cooperative ownership or sell condominium or cooperative rigr~ts to the Projector any part thereof during the term of this Agreement. 2.6 Non-Discrimination; Compliance with Fair Housin Laws. 2.6.1 Preferences. Owner shall give priority for Restricted Units 'to Eligible Households displaced by development of the Project. At initial lease-up, Owner shall give a preference to Eligible Households in which at least one member lives or works in the City of South San Francisco, unless compliance with the foregoing criteria is 1142848-9 6 60 prohibited by law or by state or federal sources of financing for the Project. If there are fewer Eligible Households than the number of such units, the units will be madE~ available to the general public. 2.6.2 Fair Housing. Owner shall comply with state and federal fair housing laws in the marketing and rental of the units in the Project. Owner sl-~all accept as tenants, on the same basis as all other prospective tenants, persons who <~re recipients of federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or any successor thereto. 2.6.3 Non-Discrimination. Owner shall not restrict the rental, s<~le, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or ainy portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Owner covenants four itself and all persons claiming under ~or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the s2~le, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Owner or any person claiming under or through Owner establish or ~-ermit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenant;, sublessees or vendees in, of, or for the Property or part thereof. Owner shall include such provision in all deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith. All deeds, leases or contracts made or entered into by Owner, its successors or assigns, as to any portion of the Property or the Improvements shall contain the following language: (a) (1) In Deeds, the following language shall appear: "Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be r~o discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, 1192898-4 7 61 number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing coveinant shall run with the land." 2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). (b) (1) In Leases, the following language shall appear: "The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased." (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). (c) In Contracts "There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are delFined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government 1192898-4 Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or 8 62 enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land." 2.7 Relocation. Persons residing on the Property as of the Effective Date shall not be displaced before suitable replacement housing is available in cornparable replacement housing. Owner shall ensure that all occupants of the Property receive all notices, benefits and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq.), all state and local regulations implementing such law, and all other applicable local, state and fE~deral laws and regulations (collectively "Relocation Laws") relating to the displacement: and relocation of eligible persons as defined in such Relocation Laws. Any and all costs incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Property, including without limitation .payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws shall be paid by Owner. Owner shall indemnify, defend (with counsel approved by Agency) and hold harmless the Indemnitees (defined in Section 10) from and against any and all Claims (defiined in Section 10) arising in connection with the breach of Owner's obligations set forth in this Section except to the extent such Claims arise from the gross negligence or vvillful misconduct of the Indemnitees. Owner's indemnification obligations set fortri in this Section 2.7 shall survive the expiration or earlier termination of this Agreement. 3. Reporting Requirements. 3.1. Tenant Certification. Owner or Owner's authorized agent shall obtain from each household prior to initial occupancy of each Restricted Unit, and ors every anniversary thereafter, a written certificate containing all of the following in such format and with such supporting documentation as Agency may reasonably require: (a) The identity of each household member; (b) The total gross household income; (c) For dwelling units reserved for occupancy by seniors: (i) The identity and age of the resident who is disabled or age 62 or older, and (ii) The identit~~ and age of each other member of the household or such other information reasonably required to demonstrate compliance with Section 2.1.1 above. Owner shall retain such certificates for not less than three (3) years, and upon 1192898-9 g 63 Agency's request, shall provide copies of such certificates to Agency and make the originals available for Agency inspection. 3.2 Annual Report; Inspections. By not later than April 30 of each year during the term of this Agreement, Owner shall submit an annual report ("Annual RE~port") to the Agency in form satisfactory to Agency, together with a certification that thE~ Project is in compliance with the requirements of this Agreement. The Annual Report shall, at a minimum, include the following information for each dwelling unit in the Project: (i) unit number; (ii) number of bedrooms; (iii) current rent and other charges; (iv) datE:s of any vacancies during the previous year; (v) number of people residing in the unit; (vi) total gross household income of residents; (vii) documentation of source of household income; and (viii) the information required by Section 3.1. Owner shall include with the Annual Report, an income recertification for each household, documentation verifying tenant eligibility, and such additional information as Agency may reasonably request from time to time in order to demonstrate compliance with this Agreement. The Annual Report shall conform to the format requested by Agency; provided however, during such time that the Project is subject to a regulatory agreement restricting occupancy and/or rents pursuant to requirements imposed in connection with the use of state or federal low-income housing tax credits or tax-exempt financing, Owner may satisfy the requirements of this Section by providing Agency with a copy of compliance reports required in connection with such financing. Owner shall permit representatives of Agency to enter and inspect the Property and the Project during reasonable business hours in order to monitor compliance with this Agreement upon 48-hours advance notice of such visit to Owner or to Owner's management agent. 3.3 Reserved 4. Term of Agreement. 4.1 Term of Restrictions. This Agreement shall remain in effect through the 55t" anniversary of the issuance of the final certificate of occupancy for the Project, unless the term is extended by mutual agreement of the Parties. 4.2 Effectiveness Succeeds Conveyance of Property and Repa meat of Loan. This Agreement shall remain effective and fully binding for the full term hereof, as such may be extended pursuant to Section 4.1, regardless of (i) any sale, assignment, transfer, or conveyance of the Property or the Project or any part thereof or interest therein, (ii) any payment, prepayment or extinguishment of the Loan or Note, or (iii) any reconveyance of the Deed of Trust. 4.3 Reconveyance. l~pon the termination of this Agreement, the Parties agree to execute and record appropriate instruments to release and discharges this Agreement; provided, however, the execution and recordation of such instruments shall 1192898-9 10 64 not be necessary or a prerequisite to the termination of this Agreement upon the expiration of the term as such may be extended pursuant to Section 4.1. 5. Binding Upon Successors• Covenants to Run with the Land. Owner hereby subjects its interest in the Property and the Project to the covenants and restrictions set forth in this Agreement. The Agency and Owner hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of C-wner and Agency, regardless of any sale, assignment, conveyance or transfer of the Property, the Project or any part thereof or interest therein. Any successor-in-interest to Owner, including without limitation any purchaser, transferee or lessee of the Property or the Project (other than the tenants of the individual dwelling units within the Project) shall be subject to all of the duties and obligations imposed hereby for the full term of this Agreement. Each and every contract, deed, ground lease or other instrument affecting or conveying the Property or the Project or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or other instrument. If any such contract, deed, ground lease or other instrument has been executed prior to the date hereof, Owner hereby covenants to obtain and deliver to Agency an instrument in recordable form signed by the parties to such contract, deed, ground lease or other instrument pursuant to which such parties acknowledge and accept this Agreement and agree to be bound hereby. Owner agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with tree land, such covenants shall be enforced as equitable servitudes against the Property and the Project in favor of Agency. 6. Property Manaqement• Repair and Maintenance• Marketing. 6.1 Manaqement Responsibilities. Owner shall be responsible for all management functions with respect to the Property and the Project, including without limitation the selection of tenants, certification and recertification of household income and eligibility, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. Agency shall have no responsibility for management or maintenance of the Property or the Project. 6.2 Manaqement Entity. Agency shall have the right to review and approve the qualifications of the management entity proposed by Owner for the Project. The contracting of management services to a management entity shall not relieve Owner of its primary responsibility for proper performance of management duties. 1142848-4 1 1 65 6.3 Repair, Maintenance and Security. Throughout the term of this Agreement, Owner shall at its own expense, maintain the Property and the Prroject in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations. Without limiting the foregoing, Owner agirees to maintain the Project and the Property (including without limitation, the residential units, common areas, meeting rooms, landscaping, driveways, parking areas and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property or at the Project. Owner shall prevent and/or rectify any physical deterioration of the Proper~ry and the Project and shall make all repairs, renewals and replacements necessary to keep the Property and the improvements located thereon in good condition and repair. Owner shall provide adequate security services for occupants of the Project.. 6.3.1 Agency's Right to Perform Maintenance. In the event that Owner breaches any of the covenants contained in Section 6.3, and such default continues for a period of ten (10) days after written notice from Agency (with respect to graffiti, debris, and waste material) or thirty (30) days after written notice from Agency (with respect to landscaping, building improvements and general maintenance), then Agency, in addition to any other remedy it may have under this Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the Property and perform all acts and work necessary to protect, maintain, and preserve the improvements and the landscaped areas on the Property. All costs expended by Agency in connection with the foregoing, shall constitute an indebtedness secured by the Deed of Trust, and shall be paid by Owner to Agency upon demand. All such sums remaining unpaid thirty (30) days following delivery of Agency's invoice therefor shall bear interest at the IE~sser of 10% per annum or the highest rate permitted by applicable law. Notwithstandling anything to the contrary set forth in this Section, Agency agrees that it will provide Owner with not less than thirty (30) days' written notice prior to undertaking ar~y work for which Owner will incur a financial obligation. 6.4 Marketing and Management Plan. Not later than 180 days prior to the anticipated date of issuance of a certificate of occupancy for the Project, Owner shall submit for Agency review and approval, a plan for marketing and managing the Property ("Marketing and Management Plan" or "Plan"). The Marketing and Management Plan shall address in detail how Owner plans to market the Restricted Units to prospective Eligible Households in accordance with fair housing laws and this Agreement, Owner's tenant selection criteria, and how Owner plans to certify the eligibility of Eligible Households. The Plan shall also describe the management team and shall address how the Owner and the management entity plan to manage and maintain the Property and the Project. The Plan shall include the proposed management agreement and the form of rental agreement that Owner proposes to enter into with Project tenants. Owner shall abide by the terms of the Marketing and Management Plan in marketing, managing, and maintaining the Property and the 1142848-4 12 66 Project, and throughout the term of this Agreement, shall submit proposed modifications to Agency for review and approval. 6.5 Approval of Amendments. If Agency has not responded to any submission of the Management and Marketing Plan, the proposed managen'ient entity, or a proposed amendment or change to any of the foregoing within 30 days i~ollowing Agency's receipt of such plan, proposal or amendment, the plan, proposal or amendment shall be deemed approved by Agency. 6.6 Fees, Taxes, and Other Levies. Owner shall be responsible for payment of all fees, assessments, taxes, charges, liens and levies applicable to the Properly or the Project, including without limitation possessory interest taxes; if applicable, imposed by any public entity, and shall pay such charges prior to delinquency. However, Owner shall not be required to pay any such charge so long as (a) Owner is contesting such charge in good faith and by appropriate proceedings, (b) Owner maintains reserves adequate to pay any contested liabilities, and (c) on final determination of they proceeding or contest, Owner immediately pays or discharges any decision oar judgment rendered against it, together with all costs, charges and interest. 6.7 Insurance Coverage. Throughout the term of this Agreement Owner shall comply with the insurance requirements set forth in Exhibit C, and shall, at Owner's expense, maintain in full force and effect insurance coverage as specified in Exhibit C. 6.8 Property Damage or Destruction. If any part of the Project is dannaged or destroyed, Owner shall repair or restore the same, consistent with the occupancy and rent restriction requirements set forth in this Agreement. Such work shall be commenced within 120 days after the damage or loss occurs and shall be completed within one year thereafter or as soon as reasonably practicable, provided that insurance proceeds are available to be applied to such repairs or restoration within such period and the repair or restoration is financially feasible. During such time that lenders or low-income housing tax credit investors providing financing for the Project impose requirements that differ from the requirements of this Section the requirements of such lenders and investors shall prevail. 7. Recordation; Subordination. This Agreement shall be recorded in the C)fficial Records of San Mateo County. Owner hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of Agency, this Agreement shall not be subordinated in priority to any lien (other than those pE~rtaining to taxes or assessments), encumbrance, or other interest in the Property or the Project. If at the time this Agreement is recorded, any interest, lien, or encumbrance has been recorded against the Project in position superior to this Agreement, upon the irequest of Agency, Owner hereby covenants and agrees to promptly undertake all action necessary to clear such matter from title or to subordinate such interest to thi:> Agreement consistent with the intent of and in accordance with this Section 7, and to provide such evidence thereof as Agency may reasonably request. Notwithstainding ii4zs9s-4 1 3 6'~ anything to the contrary set forth herein, the Agency agrees that pursuant to Health and Safety Code Section 33334.14(a)(4), it will not withhold consent to reasonable requests for subordination of this Agreement to deeds of trust provided for the benefit of lenders identified in the financing plan approved in connection with the OPA, provided that the subordination agreement includes reasonable protections to the Agency in the event of default. 8. Transfer and Encumbrance. 8.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to the OPA or this Agreement, Owner shall not directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectivE~ly, "Transfer") of the whole or any part of the Property, the Project, or the improvements located on the Property, without the prior written consent of the Agency, which approval shall not be unreasonably withheld. In addition, prior to the expiration of the iterm of this Agreement, except as expressly permitted by this Agreement or the OPA, Ovvner shall not undergo any significant change of ownership without the prior written approval of Agency. For purposes of this Agreement, a "significant change of ownership"'shall mean a transfer of the beneficial interest of more than twenty-five percent (2~i%) in aggregate of the present ownership and /or control of Owner, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision. 8.2 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the granting of temporary easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to the OPA; (iii) the lease of individual dwelling units to tenants for occupancy as their principal residence in accordance with this Agreement; (iv) assignments creating security interests 1`or the purpose of financing the acquisition, construction, or permanent financing of the Project or the Property in accordance with the OPA, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) a Transfer to an entity which is under the direct control of Mid-Peninsula Housing Coalition, a California nonprofit public benefit corporation ("Controlled Affiliate"); (vi) the admission of limited partners and any transfer of limited partnership interests in accordance with Owner's agreement of limited partnership (the "Partnership Agreement"), provided that the Partnership Agreement and/or the instrument of Transfer provides for development and operation of the Property and Project in a manner consistent with the OPA and this Agreement; (vii) the removal of the general partner by the investor limited partner for a default under the Partnership Agreement, provided the replacement general partner is reasonably satisfactory to Agency; or (viii) the transfer of the General Partner's interest to a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, provided 1142898-9 14 68 such replacement general partner is reasonably satisfactory to Agency. In addition, Agency shall not withhold its consent to the sale, transferor other disposition of the Project, in whole or in part, provided that (1) the Project is and shall continue to be operated in compliance with this Agreement; (2) the transferee expressly assumes all obligations of Owner imposed by this Agreement; (3) the transferee executes all documents reasonably requested by the Agency with respect to the assumption of the Owner's obligations under this Agreement, and upon Agency's request, delivers to the Agency an opinion of its counsel to the effect that such document and this Agreement are valid, binding and enforceable obligations of such transferee; and (4) either (A) the transferee has at least three years' experience in the ownership, operation and management of low-income multifamily rental housing projects of similar size to that of the Project, without any record of material violations of nondiscrimination provisions or other state or federal laws or regulations applicable to such projects, or (B) the transferee agrees to retain a property management firm with the experience and record described in subclause (A). Consent to any proposed Transfer may be given by the Agency's Executive Director unless the Executive Director, in his or her discretion, refers the matl:er of approval to the Agency's governing board. If a proposed Transfer has not been approved by Agency in writing within thirty (30) days following Agency's receipt of written request by Owner, it shall be deemed rejected. Owner shall reimburse Agency for all Agency costs, including but not limited to reasonable attorneys' fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or i:ransferee within ten (10) days following Agency's delivery of an invoice detailing such costs. 8.3 Encumbrances. Owner agrees to use best efforts to ensure that all deeds of trust or other security instruments recorded against the Property, the Project or part thereof for the benefit of a lender other than Agency ("Third-Party Lender") s>hall contain each of the following provisions: (i) Third-Party Lender shall use its best efforts to provide to Agency a copy of any notice of default issued to Owner concurrently with provision of such notice to Owner; (ii) Agency shall have the reasonable right, but not the obligation, to cure any default by Owner within the same period of time provided to Owner for such cure extended by an additional 90 days; (iii) provided that Agency has cured any default under Third-Party Lender's deed of trust and other loan documents, Agency shall have the right to foreclose Agency's Deed of Trust and take title to the Project without acceleration of Third-Party Lender's debt; and (iv) Agency shall have the right to transfer the Project without acceleration of Third-Party Lender's debt t:o a nonprofit corporation or other entity which shall own and operate the Project as an affordab-e rental housing Project, subject to the prior written consent of the Third-Party Lender. Owner agrees to provide to Agency a copy of any notice of default C-wner receives from any Third-Party lender within three (3) business days following Owner's 1192898-9 1 5 69 receipt thereof. 8.4 Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Project or the Property, and the purchaser at any trustee's sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Such purchaser shall be bound by and subject to this Agreement from and after such trustee's salE~ or foreclosure sale. Promptly upon determining that a violation of this Agreement has occurred, Agency shall give written notice to the holders of record of any mortgages or deeds of trust encumbering the Project or the Property that such violation has occurred. 9. Default and Remedies. 9.1 Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"): (a) The occurrence of a Transfer in violation of Section 8 hereof; (b) Owner's failure to maintain insurance on the Property and the Project as required hereunder, and the failure of Owner to cure such default within 10 days; (c) Subject to Owner's right to contest the following charges, Owner's failure to pay taxes or assessments due on the Property or the Project or failuire to pay any other charge that may result in a lien on the Property or the Project, and cJwner's failure to cure such default within 30 days of delinquency; (d) A default arises under any loan secured by a mortgage, cleed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan; (e) An event of default has been declared under the OPA, the Note or the Deed of Trust; (f) Owner's default in the performance of any term, provision or covenant under this Agreement (other than an obligation enumerated in this ~~ubsection 9.1~, and unless such provision specifies a shorter cure period for such default, the continuation of such default for ten (10) days in the event of a monetary default or thirty (30) days in the event of anon-monetary default following the date upon which Agency shall have given written notice of the default to Owner, or if the nature of any ;>uch non- monetary default is such that it cannot be cured within 30 days, Owner's failure to commence to cure the default within thirty (30) days and thereafter prosecute the curing of such default with due diligence and in good faith, but in no event longer than ninety 1192898-9 1 6 70 (90) days from receipt of the notice of default. The limited partners of Owner shall have the right to cure any default of Owner hereunder upon the same terms and conditions afforded to Owner. Provided' that Agency has been given written notice of the address for delivery of notices to the limited partners, Agency shall provide any notice of default hereunder to the limited partners concurrently with the provision of such notice to Owner, and as to the limited partners, the cure periods specified herein shall commence upon the date of delivery of such notice in accordance with Subsection 11.3. 9.2 Remedies. Upon the occurrence of an Event of Default and its continuation beyond any applicable cure period, Agency may proceed with arty of the following remedies: A. Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; B. Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable and proceed with foreclo:;ure under the Deed of Trust; C. For violations of obligations with respect to rents for Restricted Units, impose as liquidated damages a charge in an amount equal to tlhe actual amount collected in excess of the Affordable Rent; D. Pursue any other remedy allowed at law or in equity. Each of the remedies provided herein is cumulative and not exclusive. The Agency may exercise from time to time any rights and remedies available to it under applicable law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement. 10. Indemnity. Owner shall indemnify, defend (with counsel approved by Agency) and hold Agency, the City, and their respective elected and appointed officers, officials, employees, agents, and representatives (collectively, the "Indemnitees") harmless from and against all liability, loss, cost, expense (including without limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively "Claims") arising directly or indirectly, in whole or in part, as a result of or in connection with Owner's construction, management, or operation of the Property and the Project or any failure to perform any obligation as and when required by this Agreement. Owner's indemnification obligations under this Section 10 shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Indemnitees. The prc>visions of 1142848-9 1 ~ 71 this Section 10 shall survive the expiration or earlier termination of this Agreemment. It is further agreed that Agency does not and shall not waive any rights against Owner that it may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or the deposit with Agency by Owner, of any of the insurance policies described in this Agreement or the OPA. 11. Miscellaneous. 11.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties. 11.2 No Waiver. Any waiver by Agency of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or 1`ailure by Agency to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay by Agency+ at any time to require strict performance by Owner of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereundler shall be construed as a waiver of any other provision or any succeeding breach of 'the same or any other provision hereof or a relinquishment for the future of such election. 11.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party many designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed key a return receipt; (iii) nationally recognized overnight courier, with charges prepaicl or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is prornptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission tr~ereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. Agency: Redevelopment Agency of the City of South San Francisco 1192898-9 18 72 400 Grand Avenue South San Francisco, CA 94080 Attention: Executive Director Owner: MP South City, L.P., a California limited partnership 303 Vintage Park Drive, Suite 250 Foster City, CA 9444 Attn: Development Department, South San Francisco Facsimile: (650) 357-9766 11.4 Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. 11.5 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 11.6 Action by the Agencv. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the Agency is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the Agency Executive Director or by any person who shall have been designated by the Agency Executive Director, without further approval by the governing board of the Agency. 11.7 Non-Liability of Agencv and Agencv Officials Employees and Agents. No member, official, employee or agent of the Agency or the City shall be personally liable to Owner or any successor in interest, in the event of any default or breach by the Agency, or for any amount of money which may become due to Owner or its successor or for any obligation of Agency under this Agreement. 11.8 Headings; Construction. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. 11.9 Time is of the Essence. Time is of the essence in the performance of this Agreement. 11.10 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of lave. 1142848-9 19 73 11.11 Attorneys' Fees and Costs. If any legal or administrative actic-n is brought to interpret or enforce the terms of this Agreement, the prevailing party ;hall be entitled to recover all reasonable attorneys' fees and costs incurred in such action. 11.12 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, andl enforceability of the remaining provisions shall not be affected or impaired thereby. 11.13 Entire Agreement Exhibits. This Agreement, together with the OPA, the Note and the Deed of Trust contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits A through D, attached hereto are incorporated herein by this reference. 11.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. SIGNATURES ON FOLLOWING PAGE, 1192848-4 20 74 IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, A PUBLIC BODY CORPORATE AND POLITIC By: Name: Title: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel OWNER MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Mid-Peninsula Greenridge, Inc., a California nonprofit public benefit corporation, its general partner By: Matthew O. Franklin Its: Assistant Secretary and Authorized Signatory 1142848-4 75 SIGNATURES MUST BE NOTARIZED. 1142848-4 76 STATE OF CALIFORNIA COUNTY OF SAN MATED On , 20_, before me, , (here insert name aril title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(iies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true antl correct. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF SAN MATED (Seal) On , 20_, before me, , (here insert name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/herltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. certify under PENALTY OF PERJUR'E' under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 1142848-4 (Seal) 77 Exhibit A PROPERTY (Attach legal description.) 1142848-4 78 Exhibit B Number of Units by Unit Size and Targeted Area Median Income (AMI) Levels The Parties agree to execute and record an amendment to this Agreement completing the information in this Exhibit 8 when the unit numbers and affordability requirements are determined. Maximum Household Income 60%AMI 81 %AMI Sub- Total Manager's Unit Total 1-Bedroom 2-Bedroom 3-Bedroom Total 1142848-4 79 Exhibit C INSURANCE REQUIREMENTS Prior to initiating work on the Project and continuing through throughout the term of this Agreement, Owner shall obtain and maintain the following policies of insurance: (a) a commercial general liability policy in the amount of Two Million Dollars ($2,000,000) combined single limit, Four Million Dollars ($4,000,000) annual aggregate, together with Five Million Dollars ($5,000,000) umbrella liability coverage, or such other policy limits as Agency may require in its reasonable discretion, including covE~rage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds. (b) a comprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles and shall furnish or cause to be furnished to Agency evidence satisfactory to Agency that Owner and any contractor with whom Owner has contracted for the performance of work on the Property or otherwise pursuant to this AgrE~ement carries workers' compensation insurance as required by law. Automobile liability policies shall name the Indemnitees as additional insureds. (c) Upon commencement of construction and continuing until issuance of a Certificate of Completion, Owner and all contractors working on behalf of Owner shall maintain a policy of builder's all-risk insurance in an amount not less than the lfull insurable cost of the Project on a replacement cost basis naming Agency as loss payee. (d) Owner shall maintain property insurance covering all risks of loss (other than earthquake), including flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to Agency, naming Agency as loss payee. (e) Companies writing the insurance required hereunder shall be IicE;nsed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A: VII. The Commercial General Liability and comprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds. Builder's Risk and property insurance shall name Agency and City as loss payees as their interests may appear. (f) Prior to commencement of construction, Owner shall furnish Agency with certificates of insurance in form acceptable to Agency evidencing the required insurance coverage and duly executed endorsements evidencing such additional 1142848-4 8~ insured status. The certificates shall contain a statement of obligation on thE~ part of the carrier to notify City and Agency of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non- renewal. (g) If any insurance policy or coverage required hereunder is cancE~led or reduced, Owner shall, within fifteen (15) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Agency and City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Agency or City may, without further noi`ice and at its option, procure such insurance coverage at Owner's expense, and Owner shall promptly reimburse Agency or City for such expense upon receipt of billing from Agency or City. (h) Coverage provided by Owner shall be primary insurance and shall not be contributing with any insurance,. or self-insurance maintained by Agency or City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City and Agency. Owner shall furnish the required certificates and endorsements to Agency prior to the commencement of construction of the Project, and shall provide Agency with certified copies of the required insurance policies upon request of Agency. 1142848-4 81 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Executive Director Exhibit D Space above this line for Recorder's use. NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY THIS NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (this "Notice") is dated as of , 2008 with reference to that certain real property located at 636 EI Camino Real in South San Francisco, California, known as San Mateo County Assessor's Parcel No. 014-160-040, and more particularly described in Exhibit A attached hereto (the Property ). 1. The Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Agency") and MP South City, L.P., a California limited partnership ("Owner") have entered into that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") dated as of , 2008 and recorded in the Official Records of San Mateo County substantially concurrently herewith. 2. The Regulatory Agreement requires not less than forty-nine percent (4~a%) of the residential units developed on the Property to be rented at affordable rents to households whose income is less than or equal to sixty percent (60%) of Areas Median Income and not less than an additional thirty-one percent (31 %) of the residential units developed on the Property to be rented at affordable rents to households whose income is less than or equal to eighty-one percent (81 %) of Area Median Income, as more particularly set forth in the Regulatory Agreement. 3. The restrictions set forth in the Regulatory Agreement will be in effect for a period of fifty-five (55) years, commencing on the date of issuance of a final certificate of occupancy for each phase of the Project developed on the Property. This Notice is intended to provide notice of documents that affect title to the Property. Reference should be made to the Regulatory Agreement for a more detailed description of all matters described in this Notice. In the event of any conflict between thE~ terms of 1142848-4 $2 this Notice and the terms of the Regulatory Agreement, the Regulatory AgreE~ment shall prevail. This Notice is being recorded and filed in compliance with California Health and Safety Code Section 33334.3(f)(3) and (4), and shall be indexed by the Agency and the current owner of the Property. IN WITNESS WHEREOF, Agency and Owner have executed this Notice as of the date first written above. REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, A PUBLIC BODY CORPORATE AND POLITIC By: Name: Title: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Mid-Peninsula Greenridge, Inc., a California nonprofit public benefit corporation, its general partner By: Matthew 0. Franklin Its: Assistant Secretary and Authorized Signatory 1142848-4 83 Exhibit A PROPERTY (Attach legal description.) 1142848-4 84 SECURED PROMISSORY NOTE $x,950,000 South San Francisco, California 2008 FOR VALUE RECEIVED, MP South City, L.P., a California limited partnership ("Borrower"), promises to pay to the Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Agency"), in lawful money of the United States of America, the principal sum of Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000) or so much thereofas may be advanced by Agency pursuant to the Owner Participation and Loan Agreement referred to below, together with interest on the outstanding principal balance in accordance with the terms and conditions described herein. Interest shall accrue on the outstanding principal balance at a rate equal to three percent (3%) simple irrterest per. annum, commencing upon the date of disbursement thereof. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed. This Secured Promissory Note (this "Note") has been executed and delivered pursuant to and in accordance with an Owner Participation and Loan Agreement executed by and between Borrower and Agency, dated as of , 2008 (the "OPA"), and is subject to the terms and conditions of the OPA, which is by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the OPA. This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Deed of Trust") dated as of the date hereof, executed by Borrower for the benefit of Agency and encumbering the property described therein. Agency shall be entitled to the benefits of the security provided by the Deed of Trust and shall have the; right to enforce the covenants and agreements contained herein, in the Deed of Trust, the O]PA, the Regulatory Agreement and the other Agency Documents. The Regulatory Agreement shall remain effective for the full term thereof and shall survive the repayment of this Note. PAYMENTS 1.1 PAYMENT DATES; MATURITY DATE. Annual payments on this 1\fote shall be payable on a residual receipts basis with fifty percent (50%) of all Surplus Cash (defined below) payable to Agency toward principal and accrued interest. Payments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under this Note becorne subject to any rights, offset, deduction or counterclaim on the part of Borrower. The entire outstanding principal balance of this Note, together with interest accrued thereon and any other sums accrued hereunder shall be payable in full on the fifty-fifth (55tH) anniversary of the date upon which the City of South San Francisco issues a final certificate of occupancy for the Project ("Maturity Date") but in no event later than the fifty-seventh (57tH) anniversary of the date hereof, unless the term is extended as provided below. 1142783-4 85 1.1.1 Extension of Loan Term. The term of this Note may be extended for an additional twenty-five (25) years upon the written request of Borrower, provided that (i) Borrower is not in default under this Note or any other Agency Document at the time of such request, and (ii) Borrower agrees to execute and record an amendment to the Regulatory Agreement that will extend the term of the Regulatory Agreement and the duration of the affordability restrictions set forth therein for the full extended term of this Note. 1.2 ANNUAL PAYMENTS FROM SURPLUS CASH. By no later than June 1 of each year following the issuance of a final certificate of occupancy for the Project, Borrower shall pay to Agency fifty percent (50%) of all Surplus Cash generated by the Project during the previous calendar year to reduce the indebtedness owed under this Note. No later than May 1 of each year following the issuance of a final certificate of occupancy for the Project, Borrower shall provide to Agency Borrower's calculation of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as Agency may reasonably request, including without limitation, an independent audit prepared for the Project by a certified public accountant in accordance with generally accepted accounting principles. No later than November 1 of each year following issuance of the final certificate of occupancy for the Project, Borrower shall provide to Agency a projected budget for the following calendar year which shall include an estimate of Surplus Cash. 1.2.1 "Surplus Cash" shall mean for each calendar year during the term hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined below) for the Project. Surplus Cash shall also include net cash proceeds realized from any refinancing of the Project, less fees and closing costs reasonably incurred in connection with such refinancing, and any Agency-approved uses of the net cash proceeds of the refinancing. 1.2.2 "Gross Revenue" shall mean for each calendar year during the term hereof, all revenue, income, receipts and other consideration actually received by Borrower from the operation and leasing of the Project. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by tenants; Section 8 payments or other rental subsi~,dy payments received for the dwelling units; deposits forfeited by tenants; all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreement:>; proceeds froth vending and laundry room machines; the proceeds of business interruption or similar insurance; the proceeds of casualty insurance not required to be paid to the holders of Approved Senior Loans (provided however, expenditure of such proceeds for repair or restoration of the Project shall be included within Annual Operating Expenses in the year of the expenditure); condemnation awards for a taking of part or all of the Property or the Improvements for a temporary period; and the fair market value of any goods or services provided to Borrower in consideration for the leasing or other use of any part of the Project. Gross Revenue shall include any release of funds from replacement and other reserve accounts to Borrower other than for costs associated with the Project. Gross Revenue ;shall not include tenant security deposits, loan proceeds, capital contributions or similar advances. 1.2.3 "Annual Operating Expenses" shall mean for each calendar year during term hereof, the following costs reasonably and actually incurred for the operation and maintenance of the Project to the extent that they are consistent with an annual independent audit performed by a certified public accountant using generally accepted accounting principles: property taxes and assessments; debt service currently due and payable on a non-optional basis (excluding debt service due from residual receipts or surplus cash o;f the 1142783-4 2 86 Project) on loans which have been approved by the Agency and which are secured by deeds of trust senior in priority to the Deed of Trust ("Approved Senior Loans"); property management fees and reimbursements in amounts in accordance with industry standards for similar residential projects; premiums for property damage and liability insurance; utility service costs not paid for directly or indirectly by tenants; maintenance and repair costs; fees for licenses and permits required for the operation of the Project; organizational costs (e.g., annual franchise tax payments) and costs associated with accounting, tax preparation ;and legal fees of Borrower incurred in the ordinary course of business; expenses for security services; advertising and marketing costs; payment of deductibles in connection with casualty insurance claims not paid from reserves; tenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves; cash deposits into reserves for capital replacements in an amount no more than $400 per unit per year or such greater amount as reasonably required by the holder of an Approved Senior Loan or as required by a physical needs assessment prepared by a third-party selected or approved by Agency and prepared at Borrower's expense; partnership management fees payable to the general partner of Borrower in the maximum aggregate sum of $25,000 per year increasing by five percent (5%) per year, payable only during the first fifteen (15) years following issuance of a final certificate of occupancy for the Project; an asset management fee not to exceed $5,00() per year increasing by five percent (5%) per year, payable to the investor limited partner of Borrower only during the first fifteen (1 S) years following issuance of a final certificate of occupancy for the Project; any previously unpaid portion of the developer fee (without interest) due in accordance with the Financing Plan approved by Agency as set forth i;n the OPA (provided that the cumulative amount of such fee does not exceed the maximum allowable by the California Tax Credit Allocation Committee (the "Approved Develc-per Fee"); cash deposits into operating reserves in an amount reasonably approved by Agf;ncy or required by the holder of an Approved Senior Loan, but only if the accumulated operating reserve does not exceed four (4) months' projected Project operating expenses; and other ordinary and reasonable operating expenses. Payments to Borrower, its partners or affiliates in excess of the limitations set forth in this Section shall not be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash. 1.2.4 EXCLUSIONS FROM ANNUAL OPERATING EXPENSES. Annual Operating Expenses shall exclude the following: developer fees and interest on any deferred developer fees (except as permitted pursuant to Section 1.2.3); contributions to Project operating reserves (except as permitted pursuant to Section 1.2.3); debt service payments on any loan which is not an Approved Senior Loan, including without limitation, unsecured loans or loans secured by deeds of trust which are subordinate to the Deed of Trust; depreciation, amortization, depletion and other non-cash expenses; expenses paid for with disbursements from any reserve account; distributions to partners; any amount paid to Borrower, any general partner of Borrower, or any entity controlled by the persons or entities in control of Borrower or any general partner of Borrower. Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses in accordance with the limitations set forth in Section 1.2.3 above even if paid to an affiliate of Borrower or a partner of Borrower: fees paid to a property management agent or resident services agent, partnership management fees, developer fees, asset management fees and repayment of cash advances by the partnership to the project to cover annual operating expenses or the emergency cash needs of the project. 1142783-4 3 $~ 1.2.5 ADJUSTMENT TO OPERATING EXPENSES. Notwithstanding anything to the contrary set forth herein, for the purpose of calculating Surplus Cash, .Annual Operating Expenses shall include: (a) the repayment of operating deficit loans provided by Borrower's limited partner(s) provided however, interest payable on such loans may be included in Annual Operating Expenses only in an amount equivalent to the lesser of (i) interest accrued at the actual interest rate charged for the loan, or (ii) interest accrued .at a rate equal to three percent (3%) in excess of the rate of interest most recently announced by Bank of America, NT & SA (or its successor bank} at its San Francisco office as its "prime rate", and (b) the amount of any tax credit adjustor that is required to be paid from Project cash flow. 1.3 COST SAVINGS. Within ten (10) business days after Borrower's recf;ipt of its limited partner(s)' capital contribution following the issuance of the IRS Form 8609 for the Project, Borrower shall pay to the Agency as a reduction of the outstanding principal balance of this Note, aone-time payment in the amount of Fifty Percent (50%) of Excess Proceeds. "Excess Proceeds" shall mean the sum of all sources of financing received) by Borrower for acquisition, construction and permanent financing of the Property and the Project, less the sum of actual uses as shown on the final cost certificate for the Project, plus Project construction costs and expenses incurred after the final cost certification. For purposes of calculating Excess Proceeds: (i) Borrower shall be entitled to pay any unpaid portion of the developer fee due in accordance with the Financing Plan approved by ~.gency as set forth in the OPA; and (ii) the operating reserve shall be funded in an amount equal to four (4) month's projected operating expenses as shown on the Project pro forma approved pursuant to the OPA, or such amount as required by the holder of an Approved Senior Loan. Interest earned on the foregoing reserve shall become a part of such reserve and used only for the purpose for which such reserve is established. 1.4 DUE ON SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the Transfer (as defined in Section 7.2 of the OPA) absent Agency consent, of all or any part of the Project or the Property or any interest therein other than a Transfer permitted without Agency consent pursuant to th.e OPA. Without limiting the generality of the foregoing, this Note shall not be assumable without Agency's prior written consent, which consent may be granted or denied in Agency's sole discretion. 1.5 PREPAYMENT. Borrower may, without premium or penalty, at any tame and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal. The Regulatory Agreement shall remain in full force for the entire term thereof regardless of any prepayment of this Note. 1.6 MANNER OF PAYMENT. All payments of principal and interest on this Note shall be made to Agency at 400 Grand Ave, South San Francisco, CA 94080 or such other place as Agency shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by Agency in writing. 2. DEFAULTS AND REMEDIES. 1142783-4 4 88 2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"): (A) Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for ten (10) days after Agency notifies Borrower thereof in writing. (B) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Borrower or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. (C) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower or any general partner thereof in an involuntary case, (ii} appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof or substantially all of such entity's assets, (iii) orders the liquidation of Borrower or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance. (D) The occurrence of a Transfer in violation of Article VI of the OPA. (E) A default arises under any debt instrument secured by a mortgage or deed of trust on the Project or the Property and remains uncured beyond any applicable cure pf;riod such that the holder of such instrument has the right to accelerate payment thereunder. (F) Borrower fails to maintain insurance on the Property and the Project as required pursuant to the Agency Documents and Borrower fails to cure such default within 10 days. (G) Subject to Borrower's right to contest the following charges pursuant to the Agency Documents, if Borrower fails to pay taxes or assessments due on the Property or the Project or fails to pay any other charge that may result in a lien on the Property or the ]°roject, and Borrower fails to cure such default within 10 days. (H) If any representation or warranty contained in any Agency Document, or any certificate furnished in connection therewith, or in connection with any request for disbursement of the proceeds of the Loan proves to have been false or misleading in any material adverse respect when made and continues to be materially adverse to the Agency. (I) An Event of Default shall have been declared under the OPA, the Regulatory Agreement or any other Agency Document and remains uncured beyond the expiration of the applicable cure period. 2.2 REMEDIES. Upon the occurrence of an Event of Default hereunder, ~.gency may, at its option (i) by written notice to Borrower, declare the entire unpaid principal 1142783-4 $~ balance of this Note, together with all accrued interest thereon and all sums due hereunder, immediately due and payable regardless of any prior forbearance, (ii) exercise any and all rights and remedies available to it under applicable law, and (iii) exercise any and all rights and remedies available to Agency under this Note and the other Agency Documents, including without limitation the right to pursue foreclosure under the Deed of Trust. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of Agency including, without limitation, reasonable attorneys' fees, incurred in connection with Agency's enforcement of this Note and the exercise of any or all of its rights and remedies hereunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust The rights and remedies of Agency under this Note shall be cumulative and not alternative. 2.3 DEFAULT RATE. Upon the occurrence of an Event of Default, interest shall automatically be increased without notice to the rate often percent (10%) per annum (the "Default Rate"); provided however, if any payment due hereunder is not paid when du.e, the Default Rate shall apply commencing upon the due date for such payment. When Borrower is no longer in default, the Default Rate shall no longer apply, and the interest rate shall once again be the rate specified in the first paragraph of this Note. Notwithstanding the foregoing provisions, if the interest rate charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate permitted by law. The imposition or acceptance of the Defzlult Rate shall in no event constitute a waiver of a default under this Note or prevent Agency from exercising any of its other rights or remedies. 3. MISCELLANEOUS 3.1 WAIVERS; BORROWER'S WAIVERS. No waiver by Agency of any right or remedy under this Note shall be effective unless in a writing signed by Agency. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by Agency will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver that may be given by Agency will be applicable except in the specific instance for which it is given. No notice to or demand on Borrower will be deemed to be a waiver of any obli€;ation of Borrower or of the right of Agency to take further action without notice or demand 21s provided in this Note. To the maximum extent permitted by applicable law Borrower hereby waives presentment, demand, protest, notices of dishonor and of protest and all defenses and pleas on the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice. 3.2 NOTICES. Any notice required or permitted to be given hereunder shall be given in accordance with Section 11.3 of the OPA. 3.3 SEVERABILITY~. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 3.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Any legal action filed 1142783-4 6 90 in connection with this Note shall be filed in the Superior Court of San Mateo County, California, or in the Federal District Court for the Northern District of California. 3.5 PARTIES IN IN'T'EREST. This Note shall bind Borrower and its successors and assigns and shall accrue to the benefit of Agency and its successors and assigns. 3.6 SECTION HEADINGS, CONSTRUCTION. The headings of Sections In this Note are provided for convenience only and will not affect its construction or interpretation. 3.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower arld Agency under this Note is solely that of borrower and lender, and the loan evidenced by this Note and secured by the Deed of Trust will in no manner make Agency the partner or joint venturer of Borrower. 3.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every provision of this Note. 3.9 NONRECOURSE. Except as expressly provided in this Section 3.9, neither Borrower nor its partners shall have personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of Agency with respect to the payment of'the principal of, and interest on, this Note shall be to the Project, the Property and any other collateral held by Agency as security for this Note; provided however, nothing contained in the foregoing limitation of liability shall: (A) impair the enforcement against all such security for the Loan of all the rigYlts and remedies of the Agency under the Deed of Trust and any financing statements Agency files in connection with the Loan as each of the foregoing may be amended, modified, or restated from time to time; (B) impair the right of Agency to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Agency to enforce and realize upon the Deed of Trust, the interest in the Project and the Property created thereby and any other collateral given to Agency in connection with the indebtedness evidenced hereby and to name the Borrower as party defendant in any such action; (C) be deemed in any way to impair the right of the Agency to assert the unpaid principal amount of the Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; (D) constitute a waiver of any right which Agency may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to Agency hereunder or to require that the Project and the Property shall continue to secure all of the indebtedness owed to Agency hereunder in accordance with this Note and the Deed of Trust; or (E) limit or restrict the ability of Agency to seek or obtain a judgment against Borrower to enforce against Borrower and its general partners to: (1) recover under Sections 3.3.2, 3.14, 3.17, 8.2, 10.1, 11.1 and 11.18 of the OPA (pertaining to Borrower's indemnification obligations), or (2) recover from Borrower and its general partners compensatory damages as well as other costs and expenses incurred by Agency (including without limitation 1142783-4 7 91 attorney's fees and expenses) arising as a result of the occurrence of any of the following: (a) any fraud or material misrepresentation on the part of the Bol-rower, any general partner thereof, or any officer, director or authorized representative of Borrower or any general partner thereof in connection with the request for or creation of the Loan, or in any Agency Document, or i.n connection with any request for any action or consent by Agency in connection with the Loan; (b) any failure to maintain insurance on the Property and the Project as required pursuant to the Agency Documents; (c) failure to pay taxes, assessments or other charges which may become liens on the Property or the Project; (d) the presence of hazardous or toxic material or waste on the Property or other violation of the Borrower's obligations under Section 8_l of the OPA or Section 7.9 of the Deed of Trust (pertaining to environmental matters); (e) the occurrence of any act or omission of Borrower that results in waste to or of the Project or the Property and which has a material adverse effect on the value of the Project or the Property; (f) the material misapplication of the Loan proceeds; (g) the removal or disposal of any personal property or fixtures or the retention of rents, insurance proceeds, or condemnation awards in violation of the Deed of Trust; and (h) the material misapplication of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Project or the Property; and (i) the failure of Borrower to pay all amounts payable under this Note in full if Borrower Transfers the Property in violation of the OPA. SIGNATURES ON FOLLOWING PAGE 1142783-4 92 IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date first written above. BORROWER MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Mid-Peninsula Greenridge, Inc., a California nonprofit public benefit corporation, its general partner By: Matthew O. Franklin Its: Assistant Secretary and Authorized Signatory 1142783-4 93 RECORDING REQUESTED BY" AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 Space above this line for Recorder's use. DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Deed of Trust") is made as of , 2008, by MP South City, L.P., a California limited partnership ("Trustor") to First American Title Company as trustee ("Trustee"), for the benefit of the Redevelopment Agency of the City of South San Francisco, a public body, corporate, and politic ("Beneficiary"). RECITALS A. Trustor owns fee simple title to the land described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"). The Land is located adjacent to the El Camino Corridor Redevelopment Project Area ("Project Area"). Trustor intends to construct, own and operate an affordable multifamily residential development on the Land (the "'Project"). B. Beneficiary and Trustor have entered into an Owner Participation and Loan Agreement dated as of , 2008 (the "OPA") pursuant to which Beneficiary will provide a loan to Trustor in the amount of Four Million Nine Hundred Fifty Thousand. Dollars ($4,950,000) (the "Loan") for the purpose of partially financing the Project. Trustor has issued to Beneficiary a secured promissory note dated as of the date hereof (the "Note") to evidence Trustor's obligation to repay the Loan. A Memorandum of the OPA will be recorded in the Official Records of San Mateo County concurrently herewith. C. As a condition precedent to the making of the Loan, Beneficiary has required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of Beneficiary, a lien and security interest in the Property (defined below) to secure repayment of the Note and performance of Trustor's obligations under the OPA and under the Loan Documents (defined below). NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows. 1. Grant in Trust. In consideration of the foregoing and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 2, Trustor hereby tt42785-2 1 94 irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in -trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title and interest which Trustor now has or may later acquire in and to the Land, and all o:F the following, whether presently owned or hereafter acquired: a. All buildings, structures, and improvements, now or hereafter located or constructed on the Land ("Improvements"); b. All appurtenances, easements, rights of way, pipes, transmission lines or wires and other rights used in connection with the Land or the Improvements or as a means of access thereto, whether now or hereafter owned or constructed or placed upon or in the Lancl or Improvements and all existing and future privileges, rights, franchises and tenements of the Land, including all minerals, oils, gas and other commercially valuable substances which may be in, under or produced from any part of the Land, and all water rights, rights of way, gores or strips of land, and any land lying in the streets, ways, and alleys, open or proposed, in. front of or adjoining the Land and Improvements (collectively, "Appurtenances"); c. All machinery, equipment, fixtures, goods and other personal property of the Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor anal now or hereafter located at or used in connection with the Land, the Improvements or Appurtenances, and all improvements, restorations, replacements, repairs, additions or substitutions thereto (collectively, "Equipment"); d. All existing and future leases, subleases, licenses, and other agreements relating to the use or occupancy of all or any portion of the Land or Improvements (collectively, "Leases"), all amendments, extensions, renewals or modifications thereof, and all rent, royalties, or other payments which may now or hereafter accrue or otherwise become payable thereunder to or for the benefit of Trustor, including but not limited to security deposits (collectively, "Rents"); e. All insurance proceeds and any other proceeds from the Land, Improvements, Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits made with or other security deposits given to utility companies, all claims or demands relating to insurance awards which the Trustor now has or may hereafter acquire, including all advance payments of insurance premiums made by Trustor, and all condemnation awards or payments now or later made in connection with any condemnation or eminent domain proceeding ("Proceeds"); f. All revenues, income, rents, royalties, payments and profits produced by the Land, Improvements, Appurtenances and Equipment, whether now owned or hereafter acquired by Trustor ("Gross Revenues"); g. All architectural, structural and mechanical plans, specifications, design documents and studies produced in connection with development of the Land and construction of the Improvements (collectively, "Plans"); and h. All interests and rights in any private or governmental grants, subsidies, loans or u42~85-2 2 95 other financing provided in connection with development of the Land and construction of the Improvements (collectively, "Financing"). All of the above-referenced interests of Trustor in the Land, Improvements, Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby conveyed to Trustee or made subject to the security interest herein described are collectively referred to herein as the "Property." 2. Obligations Secured. This Deed of Trust is given for the purpose of securing :payment and performance of the following (collectively, the "Secured Obligations"): (i) all present and future indebtedness evidenced by the Note and any amendment thereof, including principal, interest and all other amounts payable under the terms of the Note; (ii) all present and future obligations of Trustor to Beneficiary under the Loan Documents (defined below); (iii'.) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which st,~tes that it is or such obligations are, secured by this Deed of Trust; (iv) all obligations of Trustor to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary's interests under this Deed of Trust or any other Loan Document as such maybe modified, supplemented, ~nnended, renewed or extended. The Note, the OPA, this Deed of Trust, and the Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants ("Regulatory Agreement") dated as of the date hereof, executed by and between Trustor and Beneficiary and recorded substantially concurrently herewith are hereafter collectively referred to as the "Loan Documents." 3. Assignment of Rents, Issues and Profits. Trustor hereby irrevocably, absolutc;ly, presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Ieneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation acid collection, including reasonable attorneys' fees, to any indebtedness secured hereby, z~nd in such order as Beneficiary may determine. Beneficiary's right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, ~~42~85-2 3 96 including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land or the Improvements, Beneficiary shall not be deemed to be a "mortgagee in possession," shall not be responsible for performing any obligation of Trustor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and shall not be responsible for any waste committed by Trustor, lessees or any third parties, or for dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. Absent Beneficiary's written consent, Trustor shall not accept prepayment ~of Rents for any rental period exceeding one month. 4. Securit~~reement. The parties intend for this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor. of Beneficiary. The parties acknowledge that some of the Property may be determined under applicable law to be personal property or fixtures. To the extent that any Property may be or be determined to be personal property, Trustor as debtor hereby grants to Beneficiary as secured party a security interest in all such Property to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the California Uniform Commercial Code, as amended or recodified from time to time (the "UCC"), covering all such Property. To the extent such Property is not real property encumbered by the lien granted above, and is not absolutely assigned by the assignment set forth above, it is the intention of the parties that such Property shall constitute "proceeds, products, offspring, rents, or profits" (as defined i:n and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the band and Improvements. 5. Financing Statements. Pursuant to the UCC, Trustor, as debtor, hereby authorizes Beneficiary, as secured party, to file such financing statements and amendments thereof and such continuation statements with respect thereto as Beneficiary may deem appropriate to perfect and preserve Beneficiary's security interest in the Property and Rents, without requiring arty signature or further authorization by Trustor. If requested by Beneficiary, Trustor shall pay all lees and costs that Beneficiary may incur in filing such documents in public offices and in obta~~ining such record searches as Beneficiary may reasonably require. If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall not be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it. Everything used in connection with the Property and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes ands in all proceedings both legal or equitable shall be regarded as part of the estate encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Similarly, the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Trustor's interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall not be construed as in any way ii42~85-2 4 97 altering any of the rights of Beneficiary as determined by this instrument or impugning the priority of Beneficiary's lien granted hereby or by any other recorded document. Sucih mention in any financing statement is declared to be solely for the protection of Beneficiary in the event any court or judge shall at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2), and (3), that notice of Beneficiary's priority of interest is required in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government. 6. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the UCC with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of San Mateo County and shall also operate from the date of such film€; as a fixture filing in accordance with Section 9502 and other applicable provisions of the IJCC. This Deed of Trust shall also be effective as a financing statement covering minerals or they like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall bye deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC. 7. Trustor's Representations Warranties and Covenants• Rights and Duties of the Parties. 7.1 Representations and Warranties. Trustor represents and warrants that: (i) Trustor lawfully possesses and holds a fee simple interest in the Land and the Improvements, (ii) Trustor has good and marketable title to all of the Property; (iii) other than as limited by the Loan Documents, Trustor has the full and unlimited power, right and authority to encumber the Property and assign the Rents; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the Loan Documents or otherwise approved in writing by Beneficiary ("Permitted Encumbrances"), this Deed of Trust creates a valid lien on Trustor's entire interest in the Property; (v) except with respect to Permitted Encumbrances, Trustor owns the Property free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) there is no financing statement affecting the Property on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the correct address of Trustor's chief executive office is specified in Section 10.2. Beneficiary agrees that pursuant to Health and Safety Code Section 33334.14(a)(4), it will not withhold consent to reasonable requests for subordination of this Deed of Trust to deeds of trust provided for the bene-fit of lenders identified in the Financing :Plan approved in connection with the OPA provided that the subordination agreement includes reasonable protections to the Beneficiary in the event of default. 7.2 Condition of Property_ Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that has not previously been corrected, and no condition on the Land violates any health, safety, fi~°e, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ii) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property u4z~85-2 5 98 or allowing any third party rights to use the Property are in force; (iii) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Trustor in the Property; (iv) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (v) Trustor has not received any notice from any insurer of defects of the Property which have not been corrected; (vi) there are no natural or artificial conditions upon the Land or any part thereof that could result in a material and adverse change in the condition of the Land; (vii) all information that Trustor has delivered to Beneficiary, either directly or through Trustor's agents, is accurate and complete; and (viii) Trustor or Trustor's agents have disclosed to Beneficiary all material facts concerning the Property. 7.3 Authority. Trustor represents and warrants -that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) have bf;en duly authorized, executed, and delivered by Trustor; (b) are binding obligations of Trustor; and (c) do not violate the provisions of any agreement to which Trustor is a party or which affects the Property. Trustor further represents and warrants that there are no pending, or to Trustor's knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect Trustor's ownership of the Property. 7.4 Payment and Performance of Secured Obli ations. Trustor shall promptly pay when due the principal and any interest due on the indebtedness evidenced by the Notre, and shall promptly pay and perform all other obligations of Trustor arising in connection with the Secured Obligations or the Loan Documents in accordance with the respective terms thereof. 7.5 Use of Loan Proceeds• Preservation and Maintenance of Pro ert • Conn liance with Laws. Trustor covenants that it shall use the Loan Proceeds solely for purposes authorized by the Loan Documents. Trustor covenants that it shall keep the Land and Improvements in good repair and condition, and from time to time shall make necessary repairs, renewals anti replacements thereto so that the Property shall be preserved and maintained. Trustor covenants to comply with all federal, state and local laws, regulations, ordinances and rules applicable to the Property and the Project, including without limitation all applicable requirements of state and local building codes and regulations, and all applicable statutes and regulations relating to accessibility for the disabled. Trustor shall not remove, demolish or materially alter aaly Improvement without Beneficiary's consent, shall complete or restore promptly and iri good and workmanlike manner any building, fixture or other improvement which may be constructed, damaged, or destroyed thereon, and shall pay when due all claims for labor performed and materials furnished therefor. Trustor shall use the Land and the Improvements solely :for purposes authorized by the Loan Documents, shall not commit or allow waste of the Property, and shall not commit or allow any act upon or use of the Property which would violate: any applicable law or order of any governmental authority, nor shall Trustor bring on or keep any article on the Property or cause or allow any condition to exist thereon which could im~alidate or which would be prohibited by any insurance coverage required to be maintained on the Property pursuant to the Loan Documents. 7.6 Restrictions on Conveyance and Encumbrance• Acceleration. It shall b~e an Event of Default hereunder if the Property, any part thereof, or interest therein is sold, assigned, conveyed, transferred, hypothecated, leased, licensed, or encumbered in violation of the Loan 11}2785-2 6 99 Documents or if any other Transfer (as defined in the OPA) occurs in violation of the; Loan Documents. If any such Transfer shall occur in violation of such requirements, without limiting the provisions of Section 8 hereof, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of Beneficiary, and without demand, immediately become due and payable, subject to any applicable cure period. 7.7 Inspections; Books and Records. Beneficiary and its agents and representatives shall have the right at any reasonable time upon reasonable notice to enter upon the Land and inspect the Property to ensure compliance with the Loan Documents. Trustor shall rr.~aintain complete and accurate books of account and other records (including copies of supporting bills and invoices) adequate to document the use of the Loan Proceeds and the operation of the Property, together with copies of all written contracts, Leases and other instruments vvhich affect the Property. The books, records, contracts, Leases and other instruments shall be subject to examination and inspection by Beneficiary at any reasonable time following two business days prior notice. 7.8 Charges, Liens, Taxes and Assessments. Trustor shall pay before delinquency all taxes, levies, assessments and other charges affecting the Property that are (or if not paid may become) a lien on all or part of the Property. Trustor may, at Trustor's expense, contf;st the validity or application of any tax, levy, assessment or charge affecting the Property by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor shall have posted a bond or furnished other security as may reasonably be required from time to time by Beneficiary; and provided further that Trustor shall tamely make any payment necessary to prevent a lien foreclosure, sale, forfeiture or loss of the Property. 7.9 Subro ation. Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust. 7.10 Hazard, Liability and Workers' Compensation Insurance. At all times during the term hereof, at Trustor's expense, Trustor shall keep the Improvements and personal property now existing or hereafter located on the Property insured against loss by fire, vandalism and malicious mischief by a policy of standard fire and extended all-risk insurance. The policy shall be written on a full replacement value basis and shall name Beneficiary as loss payee as its interest may appear. The full replacement value of the improvements to be insured shall be determined by the company issuing the policy at the time the policy is initially obtained. Not more frequently than once every two (2) years, either the Trustor or the Beneficiary shall have the right to notify the other party that it elects to have the replacement value redetermined by the insurance company. Subject to the rights of any senior lienholder, the proceeds collected under any insurance policy may be applied by Beneficiary to any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding anything to the contrary set forth herein, provided that "Custor is not in default under any Loan Document, Trustor shall be permitted to use the proceeds of ii42~85-2 ~ 10~ insurance to rebuild the Improvements. 7.10.1 Trustor shall at all times during the term hereof, maintain a comprehensive general liability insurance policy in an amount not less than Two Million Dollars ($2,000,000) combined single limit, Four Million Dollars ($4,000,000) alulual aggregate, together with Five Million Dollars ($5,000,000) umbrella liability coverage or such other policy limits as Agency may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Beneficiary as an additional insured. Trustor shall maintain workers' compensation insurance as required by law. 7.10.2 Trustor shall file with Beneficiary prior to the commencement of the term hereof, certificates (or such other proof as Beneficiary may require, including without: limitation, copies of the required insurance policies) evidencing each of the insurance policies and endorsements thereto as required by this Section, and such certificates (or policies) shall provide that at least thirty (30) days' prior written notice shall be provided to Beneficiary prior to the expiration, cancellation or change in coverage under each such policy. 7.10.3 If any insurance policy required hereunder is canceled or the coverage provided thereunder is reduced, Trustor shall, within fifteen (15) days after receipt oi.'written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor's expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary. 7.10.4 The insurance policies required hereunder shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least A VII status as rated in the most recent edition of Best's Key Rating Guide. Each policy of insurance shall contain an endorsement requiring the insurer to provide at least 30 days written notice to Beneficiary prior to change in coverage, cancellation or expiration thereof. If any insurance policy required pursuant to the Loan Documents is canceled or the coverage provided thereunder is reduced, Trustor shall., within ten (10) days after receipt of written notice; of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor's expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary. 7.11 Hazardous Materials. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof to the best knowledge of Trustor: (i) the Land is free and has always been free of Hazardous Materials (as defined below) and is not and has never been in violation of any Environmental Law (as defined below); (ii) there are no buried or partially buried storage tanks located on the Land; (iii) Trustor has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal 1142']85-2 8 1~1 notice alleging that conditions on the Land are or have ever been in violation of any Environmental Law or informing Trustor that the Land is subject to investigation or inquiry regarding Hazardous Materials on the Land or the potential violation of any Environmental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Land; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Land, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Land has never been used as a dump or landfill; and (vii) Trustor has disclosed to Beneficiary all information, records, and studies in Trustor's possession or reasonably available to Trustor relating to the Land concerning Hazardous Materials. Trustor shall not cause or permit any Hazardous Material (as defined below)1:o be brought upon, kept, stored or used in, on, under, or about the Land by Trustor, its agents, employees, contractors or invitees except for incidental supplies ordinarily used in connection with the construction, rehabilitation, repair, and operation of residential developments and in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Land. If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about the Land and results in any contamination of the Land c-r adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Land, Trustor shall promptly take all actions at its sole expense as are necessary to comply with all Environmental Laws (as defined below). Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and appointed officials, officers, agents and employees (collectively, "Indemnitees") harmless from and against any and all loss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense (including reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter individually "Claim" and collectively "Claims") arising in connection with the breach of Trustor's covenants and obligations set forth in this Section 7.11 or otherwise arising in connection with t]le presence or release of Hazardous Materials in, on, under, or from the Property. The foregoing indemnity includes, without limitation, all costs of investigation, assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials, all costs of determining; whether the Land is in compliance with Environmental Laws, all costs associated with bringing the Land into compliance with all applicable Environmental Laws, and all costs associated with claims for damages or injury to persons, property, or natural resources. Without limiting the generality of the foregoing, Trustor shall, at Trustor's own cost and expense, do all of the following: a. pay or satisfy any judgment or decree that may be entered against any [ndemnitee or Indemnitees in any legal or administrative proceeding incident to any matters agair.-st which Indemnitees are entitled to be indemnified under this Deed of Trust; b. reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and i i42~85-2 9 102 c, reimburse Indemnitees for any and all expenses, including without limitation out- of-pocket expenses and fees of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring and participating in any legal or administrative proceeding. Trustor's obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following, or by any failure of Trustor to receive notice of or consideration for any of the following: (i) any amendment or modification of any Loan Document; (ii) any extent>ions of time for performance required by any Loan Document; (iii) any provision in any of the Loan Documents limiting Beneficiary's recourse to property securing the Secured Obligations, or limiting the personal liability of Trustor, or any other party for payment of all or any part of the Secured Obligations; (iv) the accuracy or inaccuracy of any representation and warranty made by Trustor under this Deed of Trust or by Trustor or any other party under any Loan Document, (v) the release of Trustor or any other person, by Beneficiary or by operation of law, from performance of any obligation under any Loan Document; (vi) the release or substitution in whole or in part of any security for the Secured Obligations; and (vii) Beneficiary's failure to properly perfect any lien or security interest given as security for the Secured Obligations. The provisions of this Section 7.11 shall be in addition to any and all other obligations and liabilities that Trustor may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether Beneficiary or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the Loan Documents or applicable law. The obligations of Trustor to indemnify the Indemnitees under this Sf;ction shall survive any repayment or discharge of the Secured Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of this Deed of Trust. Without limiting any of the remedies provided in this Deed of Trust, Trustor acknowledges and agrees that each of the provisions in this Section 7.11 is an environmental provision (as defined in Section 736(f)(2) of the California Code of Civil Procedure) made by Trustor relating to real property security (the "Environmental Provisions"), and that Trustor's failure to comply with any of the Environmental Provisions will be a breach of contract that will entitle Beneficiary to pursue the remedies provided by Section 736 of the California Code of Civil Procedure ("Section 736") for the recovery of damages and for the enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's action for recovery of damages or enforcement of the Environmental Provisions shall not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure. "Hazardous Materials" means any substance, material or waste which is or t-ecomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated t>y or listed (directly or by reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" ii42~85-2 10 1~3 in or pursuant to, or similarly identified as hazardous to human health or the envirorn!nent in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C:. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901., et se the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous. Substances Account Act [California Health and Safety Code Section 25300, et seq.], the Califorr.~ia Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the; California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. "Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environrrient, including natural resources; (ii) exposure of persons, including employees and agents„ to any Hazardous Material (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Haz<~rdous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the; California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code. Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder. 7.12 Notice of Claims• Defense of Security; Reimbursement of Costs. u42~85-2 11 104 a. Notice of Claims. "Trustor shall provide written notice to Beneficiary of any uninsured or partially uninsured loss affecting the Property through fire, theft, liability, or property damage in excess of an aggregate of Fifty Thousand Dollars ($50,000) within three business days of the occurrence of such loss. Trustor shall ensure that Beneficiary shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents. 'Within three business days of Trustor's receipt thereof, Trustor shall provide Beneficiary with a copy of any notice of default Trustor receives in connection with any financing document secured. by the Property or any part thereof. b. Defense of Security. At Trustor's sole expense, Trustor shall protect, preserve and defend the Property and title to and right of possession of the Property, the security oi~this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims. c. Compensation; Reimbursement of Costs. Trustor agrees to pay all reasonable fees, costs and expenses charged by Beneficiary or Trustee for any service that Beneficiary or Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyanc:e. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advan~;,es which maybe incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including without limitation any rights or remedies afforded to Beneficiary or Trustee or both of them under Sections 7.18 and 8.2, whether or not any lawsuit is filc;d, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys' fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title. d. Notice of Changes. Trustor shall give Beneficiary prior written notice of any change in the address of Trustor and the location of any Property, including books anti records pertaining to the Property. 7.13 Indemnification. Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold harmless the Trustee and the Indemnitees (as defined in Section 7.11) from and against all Claims arising directly or indirectly in any manner in connection with or as a result of (a) any breach of Trustor's covenants under any Loan Document, (b) any representation by Trustor in any Loan Document which proves to be false or misleading in any material respect when made, (c) injury or death to persons or damal;e to property or other loss occurring on the Land or in any improvement located thereon, vvhether caused by the negligence or any other act or omission of Trustor or any other person car by negligent, faulty, inadequate or defective design, building, construction or maintenance or any other condition or otherwise, (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Property, or any Loan Document or any transaction contemplated thereby, or any failure of Trustor to comply with all applicable state, federal and local laws anti regulations applicable to the Property, provided that no Indemnitee shall be entitled to indemnification under this Section for matters caused by such Indemnitee's gross negligence or ii42~85-2 12 105 willful misconduct. The obligations of Trustor under this Section shall survive the repayment of the Loan and shall be secured by this Deed of Trust. Notwithstanding any contrary provision contained herein, the obligations of Trustor under this Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of Trust. 7.14. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to Trustor or any other person as a consequence of any of the following: (i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this lJeed of Trust; (ii) Beneficiary's failure or :refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; (iii) any waste committed by Trustor, the lessees of the Property or any third parties, or any dangerous or defective condition of the Property; or (iv) any loss sustained by Trustor or any third party resulting from any act or omission of Beneficiary in managing the Property after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, or bad faith of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described in this Section 7.14 and agrees that Trustor shall assert no claim related to any of the foregoing against Beneficiary. 7.15 Insurance and Condemnation Proceeds. Subject to the rights of any senior lienholders, any award of damages in connection with any condemnation for public use of, or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply such moneys to any indebtedness secured hereby in such order as Benefici~~ry may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding; the foregoing, so long as the value of Beneficiary's lien is not impaired, insurance and/or condemnation proceeds may be used to repair and/or restore the Project. 7.16 Release, Extension Modification. At any time and from time to time, `Nihout liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may release or reconvey all or arty part of the Property, consent to the making of any map or plat of the Land or part thereof, join in granting any easement or creating any restriction affecting the Property, or join in any extension agreement or other agreement affecting the lien or charge hereof. At any time and from time to time, without liability therefor and without notice, Beneficiary may (i) release any per;>on liable for payment of any Secured Obligation, (ii) extend the time for payment or otherwise alter the terms of payment of any Secured Obligation; (iii) accept additional real or personal property of any kind as security for any Secured Obligation, or (iv) substitute or release any property securing the Secured Obligations. 7.17 Reconveyance. Upon written request of Beneficiary stating that all of tl';~e Secured Obligations have been paid in full, and upon surrender of this Deed of Trust, and the Note, Trustee shall reconvey, without warranty, the Property or so much of it as is then heldunder this Deed of Trust. The recitals in any reconveyance executed under this Deed of Trust of .any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor shall pay all fees of Trustee and all recordation fees related to such reconveyance. ii42~85-2 13 106 7.18 Cure; Protection of Security. Either Beneficiary or Trustee may cure any breach or default of Trustor, and if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary's or Trustee's sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among Beneficiary, Trustee and Trustor; obtaining insurance and/or paying any premiums or charges for :insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section 7.18 either with or without giving notice, except for notices required under applicable law. Any amounts disbursed by Beneficiary pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust. 7.19 Limited Partners Right to Cure. Trustoe's limited partners shall have tlhe right to cure any default of Trustor hereunder upon the same terms and conditions afforded to Trustor. Provided that Beneficiary has been given written notice of the address for delivery of notices to the limited partners, Beneficiary shall provide any notice of default hereunder to the himited partners concurrently with the provision of such notice to Trustor, and as to the limited partners, the cure periods specified herein shall commence upon the date of delivery of such notice in accordance with Section 10.2. 8. Default and Remedies. 8.1 Events of Default. Trustor acknowledges and agrees that an Event of Default shall occur under this Deed of Trust upon the occurrence of any one or more of the following events: a. Beneficiary's declaration of an Event of Default under any Loaal Document, subject to the expiration of any applicable cure period set forth in such document; b. Trustor fails to perform any monetary obligation which arises under this Deed of Trust, and does not cure that failure within ten (10) days following written notice from Beneficiary or Trustee; c. If Trustor's interest in the Property or any part thereof is voluntarily or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in violation of Section 7.6 hereof or if any other Transfer occurs in violation of the OPA and Trustor fails to rescind such conveyance or otherwise cure such breach within the time period specified in paragraph j below; d. Trustor fails to maintain the insurance coverage required hereunder or otherwise fails to comply with the requirements of Section 7.10 hereof and Trustor fails to cure such default within the time specified in Section 7.10; ii4z~85-2 14 107 e. Subject to T'rustor's right to contest such charges as provided herein, Trustor fails to pay taxes or assessments due on the Land or the Improvements or fails to pay any other charge that may result in a lien on the Land or the Improvements, and Trustor fails to cure such default within 10 days. £ Any representation or warranty of Trustor contained in or made in connection with the execution and delivery of this Deed of Trust or in any certificate or statement furnished pursuant hereto or in any other Loan Document proves to have bf;en false or misleading in any material adverse respect when made; g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Trustor or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Trustor or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. h. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Trustor or any general partner thereof in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof or substantially all of such entity's assets, (iii) orders the liquidation of Trustor or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance. i. The holder of any other debt instrument secured by a mortgage or deed of trust on the Property or part thereof declares an event of default thereunder and exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder's documents; or j. Trustor fails to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 8.1, and does not cure that failure either within ten (10) days after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (30) days after such written notice in the event of a nonmonetary default, provided that in the case of a nonmonetary default that in Beneficiary's reasonable judgment cannot reasonably be cured within thirty (30) days, an Event of Default shall not arise hereunder if Trustor commences to cure such default within thirty (30) days and thereafter prosecutes such cure to completion with due diligence and in good faith and in no event later than sixty (60) days following receipt of notice of default. 8.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in any Loan Document, and any other remedy existing at law or in f;quity or by statute. All of Beneficiary's rights and remedies shall be cumulative, and the exercise of any u42~85-2 15 108 one or more of them shall not constitute an election of remedies. Beneficiary shall be: entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys' fees and costs. a. Acceleration. Beneficiary may declare any or all of the Secured Obligations, including without limitation all sums payable under the Note and this Deed of Trust, to be due and payable immediately. b. Receiver. Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. c. Entry Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing copies of all of Trustor's or the then owner's books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or contracting for and making rc;pairs and alterations. If Beneficiary so requests, Trustor shall assemble all of the Property that 11as been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any instruments. d. UCC Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC. e. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law f'or foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust. £ Power of Sale. Under the power of sale hereby granted, Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law. 8.3 Power of Sale. If Beneficiary elects to invoke the power of sale hereby granted, Beneficiary shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the office of the Recorder of each County wherein the Property or some part thereof is situated as required by law and this Deed of Trust. Prior to publication of the notice of sale, Beneficiary shall deliver to Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a u42~85-2 16 1®~ written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust. Notice of sale having been given as then required by law, and not less than thc; time then required by law having elapsed after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may, and at Beneficiary's request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of arty matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, may purchase at such sale. After deducting all costs, fees, and expenses of Trustee and of the trust hereby created, including reasonable attorneys' fees in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by Beneficiary or Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto. Without limiting the generality of the foregoing, Trustor acknowledges and agrees that regardless of whether or not a default has occurred hereunder, if an Event of Default leas occurred under the Loan Documents, and if in connection with such Event of Default Beneficiary exercises its right to foreclose on the Property, then: (i) Beneficiary shall be entitled to declare all amounts due under the Note immediately due and payable, and (ii) the proceeds of any sale of the Property in connection with such foreclosure shall be used to pay all Secured Obligations, including without limitation, the outstanding principal balance and all other amounts due under the Note. At any foreclosure sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations: a. First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under Section 7.12(c); and b. Second, the remaining balance of all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose. 8.4 Trustor's Right to Reinstate. Notwithstanding Beneficiary's acceleration of the sums secured by this Deed of Trust, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at: any time 1142785-2 17 11~ prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor pays Beneficiary all sums which would be then due under the Loan Documents if the Secured Obligations had rio acceleration provision; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, and in enforcing Beneficiary's and Trustee's remedies as provided herein, including, but not limited to, reasonable attorney's fees; and (d) Trustor takes such action as Beneficiary may reasonably require to assure that the lien of this Deed of Trust, Beneficiary's interest in the Property and Trustor's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred. 9. Trustor's Waivers. To the fullest extent permitted by law, Trustor waives: (a) all statutes of limitations as a defense to any action or proceeding brought against Trustor by Beneficiary; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind. 10. Miscellaneous Provisions. 10.1 Additional Provisions. The Loan Documents grant further rights to Beneficiary and contain further agreements and. affirmative and negative covenants by Trustor which apply to this Deed of Trust and the Property. 10.2 Notices. Trustor requests that a copy of notice of default and notice of sale be mailed to Trustor at the address set forth below. That address is also the mailing address of Trustor as debtor under the UCC. Beneficiary's address set forth below is the address for Beneficiary as secured party under the UCC. Except for any notice required under applicable law to be given in another manner, all notices to be sent pursuant to this Deed of Trust: shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties yin accordance with this Section. All such notices shall be sent by: a. personal delivery, in which case notice shall be deemed delivered upon receipt; b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the tlnited States mail; c. nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier; or ii42~85-2 18 111 d. facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof. Beneficiary: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: Executive Director Trustor: MP South City, L.P., a California limited partnership 303 Vintage Park Drive, Suite 250 Foster City, CA 9444 Attn: Development Department, South San Francisco Facsimile: (650) 357-9766 Trustee: First American Title Company 1737 N. First Street, Suite 500 San Jose, CA 95112 Attn: 10.3 Binding on Successors. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Trustor, Beneficiary and Trustee; provided however this Section 10.3 does not waive the provisions of Section 7.6. 10.4 Substitution of Trustee. Beneficiary may from time to time or at any time substitute a trustee or trustees to execute the trust hereby created, and when any such substitution has been filed for record in the office of the Recorder of San Mateo County, it shall be conclusive evidence of the appointment of such trustee or trustees, and such new trustf;e or trustees shall succeed to all of the powers and duties of the Trustee named herein. 10.5 Attorneys' Fees and Costs. In any action or proceeding to foreclose this Deed of Trust or to enforce any right of Beneficiary or of Trustee, Trustor shall pay to Beneficiary and Trustee all costs of such action or proceeding, including reasonable attorneys' fees. 10.6 Governing Law; Severabilit • Iy nterpretation. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in the jurisdiction where the Land is located (the "Property Jurisdiction"). The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Loan Documents. Trustor irrevocably consents to service, jurisdiction, and venue of such courts u42~85-2 i9 112 for any such litigation, and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. If any provision of this Deed of Trust is held unenforceable or void, that provision shall be deemed severable from the remaining provisions, and shall in no way affect the validity of this Deed of Trust. The captions used in this; Deed of Trust are for convenience only and. are not intended to affect the interpretation or con:>truction of the provisions herein contained. In this Deed of Trust, whenever the context so requires, the singular number includes the plural. 10.7 Waiver, Modification and Amendment. Any waiver by Beneficiary of any obligation of Trustor hereunder must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary's or Trustee's consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust :>hall be effective unless and until such amendment or modification is in writing, executed by Trustor and Beneficiary. Without limiting the generality of the foregoing, Beneficiary's acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by :Beneficiary of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 10.8 Action by Beneficiary. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the Beneficiary is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by Beneficiary's Executive Director or by any person who shall have been designated by Beneficiary's Executive Director, without further approval by the governing board of Beneficiary. Beneficiary shall use reasonable best efforts to respond to requests for any such approval, notice, direction, or consent in a timely manner. In any approval, consent, c~r other determination by Beneficiary required hereunder, Beneficiary shall act reasonably andl in good faith. 10.9 Joint and Several Liability. If Trustor consists of more than one persor.~ or entity, each shall be jointly and severally liable for the faithful performance of all of Trustor's obligations under this Deed of Trust. 10.10 Time is of the Essence. Time is of the essence for each provision of this Deed of Trust. 10.11 Partial Subordination to Extended Use Agreement. Trustor and the California Tax Credit Allocation Committee may enter into a Regulatory Agreement (the "TCAC Regulatory Agreement"), which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of~the Internal Revenue Code, as amended (the "Code"). In the event of a foreclosure of Beneficiary's interest under this Deed of Trust or delivery by the Trustor of a deed in lieu thereof (collectively, a "Foreclosure"), the following rule shall apply: In the event of a Foreclosure, throughout the extended use period specified in the TCAC Regulatory Agreement, with respect to any unit that had been 1142']85-2 20 113 regulated by the TCAC' Regulatory Agreement, (i) none of the eligil•-le tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause, including but not liinit~ed to, the tenants' ineligibility pursuant to regulations of the HOME Program or Section 42 of the Code), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. SIGNATURES ON FOLLOWING PAGE. 1142'J85-2 21 114 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above. TRUSTOR: MP SOUTH CITY, L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Mid-Peninsula Greenridge, Inc., a California nonprofit public benefit corporation, its general partner By: Matthew O. Franklin Its: Assistant Secretary and Authorized Signatory SIGNATURES MUST BE NOTARIZED. u42~85-2 22 115 STATE OF CALIFORNIA COUNTY OF SAN MATED On , 20_, before me, , (here insert name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person.(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF SAN MATED (Seal) On , 20_, before me, , (here insert name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature u42~85-2 (Seal) 23 116 Exhibit A u42~85-2 LAND (Attach legal description.) 24 11'~ r~ ...1 a~ iG o4~~~TH SA ~~2 AGENDA 9 "' ~ CITY COUNCIL ""~'""~ CITY OF SOUTH SAN FRANCISCO ~'~CIFORN~P REGULAR MEETING MTJNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, SEPTEMBER 24, 2008 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:00 p.m, in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the City Council on any Agenda or non-Ageridized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. COMMENTS ARE LIMITF;D TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. PEDRO GONZALEZ Mayor KARYL MATSUMOTO Mayor Pro Tem MARK N. A=DDIEGO Councilman RICHARD A. GARBARINO Councilman RICHARD BATTAGLIA City Treasurer BARRY M. NAGEL. City Manager KEVIN MIJLLIN Councilman KRISTA MARTINELLI-CARSON City Clerk STEVEN T. MATTAS City Attorney PLEASE SILENCE CELL PHONES AND PAGERS I HARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS In accordance with California Government Code Section .54957.5, any writing or document that is a public record, relates tc~ an open session agenda ite~r~. and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Office located at City ~ f/all. lf, however, the document or wr°iting is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Fra~u•isco. California 94080. CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS • 2008 Beautification Awards presented by Beautification Sub-Committee Chair Sean Garrone. • Sustainable San Mateo County -Preparing Our Community for a Sustainable Future - Tina King. AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL • Announcements. • Committee Reports. CONSENT CALENDAR Motion to confirm the expense claims of September 24, 2008. 2. Motion to accept the Traffic Calming Program as revised by staff. 3. Resolution authorizing the acceptance of $16,426 in grant funding to promote recycling through communit}~ outreach throughout the South San Francisco Uniified School District and amending; the Public Works 2008-2009 Operating Budget. 4. Resolution accepting the Wet: Weather Sewer Improvements- Phase II- Central Area as complete in accordance with plans and specifications and appropriating; $150,000 from Sewer Fund Reserves and amending the 2008-2009 Capital Improvement Budget. Resolution adopting findings that provisions of a loan to MP South City, L.P. for the acquisition and development of a mixed-use affordable housing development at 636 El Camino Real will be of benefit to the El Camino Corridor Redevelopment Project Area. 6. Acknowledgment of Proclamation issued honoring the South San Francisco Benevolent Order of the Elks' 50th Anniversary. PUBLIC HEARIN Resolution authorizing the City Manager to execute all required documents for submittal of the 2007-2008 Consolidated Annual Performance and Evaluation Report (CAPER) to the Department of Housing & Urban Development (HUD). REGULAR CITY COUNCIL MEETING SEPTEMBER 24, 2008 AGENDA PAGE 2 8. Applicant: Bob McLennan Owner: City of South San Francisco P08-0046: PP08-0001 & DR~08-0021 Precise Plan and Design Review application to allow the establishment of an 8,900 square foot spa & fitness facility in the vacant portion of a 13,100 square foot building at 360 Oyster Point Blvd on Parcel 2 in the Oyster Point Marina Specific Plan in accordance with SSF]VIC 20.59. 9. Downtown Sidewalk Seating Ordinance & Guidelines The City of SSF/Applicant Downtown Zone District P08-0055: ZA08-0005. Amendment to SSFMC Chapters 20.06, 20.26 and 20.74 to provide for sidewalk seating in the Downtown Commercial Zone District in conjunction with restaurants or other businesses selling food and/or beverages, and related guidelines for sidewalk seating. COUNCIL COMMUNITY FORUM; ADJOURNMENT REGULAR CITY COUNCIL MEETING SEPTEMBEP. 24, 2008 AGENDA PAGE3 Downtown Redwood City Precise Plan Good urban planning offers some of the most effective solutions available as we seek a more sustainable future By Dan Zack and Blake Lyon hat is sustainability`: Picture, if you will a vibrant, lively, old- fashioned downtown. Bright lights, packed sidewalks, busy traffic, amplified live music, and outdoor cafes fill the scene. What words pop into your mind? Fun? Exciting? Beautiful? How about sustainable? When people think of sustainability, traditional urban neighborhoods aren't the first association they make. For many, in fact, these places represent the opposite of sustainability. More often, the term sustainability stirs up images of thrilling technological advancements. Indeed, high-tech innovations can help us achieve sustainability, but they don't define the concept. Simply put, sustainability means that you can keep something going for a very long period of time. High tech and low tech systems can both be sustainable, but they can both be unsustainable, too. The design of cities plays a much larger role in sustainability than most people realize. Sadly, American land use patterns and transportation systems have become very unsustainable-they cannot be kept running indefinitely without major changes. The carbon dioxide emitted from electrical generation and transportation networks are contributing to changes in the Earth's climate which may be seriously detrimental to civilization, and fossil fuels are becoming more expensive and scarce-relying on huge amounts of them will not be an option forever. efficient mechanisms can certainly help us achieve sustainability, it will only be part of a truly effective sustainability strategy. Gizmo Green focuses on things such as solar panels, energy-efficient glass, wind turbines, and compact fluorescent lighting. These advances certainly help make buildings more sustainable, but if they are the only focus of our efforts their gains can be minimized or erased by inefficiencies elsewhere. For example, the report Growing Cooler points out that if vehicle miles travelled (VMT) continues to grow three times faster than population growth, any improvements in fuel mileage will quickly be negated. Gizmo Green Many people who are concerned with sustainability focus on "Gizmo Green." This term was coined by architect Steve Mouzon to describe the fascination with gadgetry as the solution to our ecological problems. While the invention of more This is also illustrated by research conducted by urban planner Peter Calthorpe which demonstrates how building type and location, as well as technological tools, combine in an overall measure of efficiency. He points out that it is true that a "solar" single-family home in suburbia uses less energy than its non- solarneighbor, and this is often Sustainability ~~ Source: Dan Zack Energy Use by Housing Type ~eax esx sox ux xx ex Sprawl Solar$prawl Townhouse Source: Pefer Calthorpe celebrated. However, a townhouse in an urban context, without any Gizmo Green accoutrements, outperforms them both, with little fanfare. Y'rue sustainability ^ Home ^Trarn Solar T ~frue sustainability lies in a combination of strategies: taking advantage of efficient building types, efficient locations, and efficient technologies. What is really important is lower per capita resource consumption, not necessarily employing _--~ flashy new machines. Tools P«,e,«~ don't count; results do. To be sustainable, we must lower our environmental impact in many ways, including: • Lower building energy use per capita • Lower transportation energy use per capita • Lower water use per capita • Retention of "embedded" ownnouse energy (the energy used to manufacture, transport, and assemble building materials) • Reduced land consumption per capita This paper will attempt to make the case that creating dense, walkable, transit- conrlected urbanism is one of the most effective ways to achieve sustainability that our society can undertake. Urban planning alone won't solve our environmental problems-but any sustainability strategy that doesn't include land-use and transportation reforms is woefully incomplete. In fact, leaving a competent urban strategy out of our sustainability plans may actually cause gains from technological improvements to be overwhelmed by suburban inefficiencies, leaving us less sustainable in the future than we are now. The award-winning Downtown Redwood City Precise Plan is a document that represents how that critical urban planning component of sustainability can be achieved. ~ow the Downtown Grecise plan ~fromotes S~ustainability Redwood City's Downtown Precise Plan (DTPP) is a document which seeks to achieve many things. Most importantly, the citizens and leaders of the community wanted to create a dynamic district in the heart of their community that would be a source of pride for all of Redwood City's residents. The best planning and design practices were employed in the plan to revitalize the Downtown area. Fortunately, good urban planning is sustainable-thus a remarkable tool of environmental sustainability came out of a process in which sustainability was not the foremost goal. T'he DTPP promotes sustainability in a number of ways. The following are the most important. 'h"he Right Location First of all, we must focus our efforts for sustainable development at the right locations. Downtown Redwood City is an ideal location for intensification for the following reasons: !t is already developed No new land will he consumed by future Downtown residents and employees. Also, while some infrastructure will need to be upgraded to accommodate future growth, the area is already served with streets, plazas, water and sewer lines, electrical service. and other infrastructure that will serve new residents without the need for as much new infrastructure as new "greentield" development. Also, by pumping economic vitality back into a declining area, many older buildings will he adaptively re-used, preserving their embedded energy and saving the energy that would have been expended in new construction. Regional transit connection. The Caltrain commuter system-which connects San Francisco to San Jose-has a busy station in Downtown Redwood City. It is much more sustainable to locate new growth in an area that already has such service than to build it in areas which will need new tracks or which will not be served by transit at all. Major employment cluster. As the site of the San Mateo County seat and a major regional hospital, Downtown Redwood City already has a substantial. concentration of jobs. This creates opportunities for future residents to walk to work, potentially reducing VMT. Services already present. New Downtown residents will have the opportunity to walk to the doctor, the salon, or the grocery store the minute they move in to the neighborhood, providing instant trip and VMT reduction opportunities that don't exist in areas that need to develop these services from scratch or which will always lack them. Walkabilit~ No matter how great the location, without a high degree of walkability any development is ultimately unsustainable. Why is walkability so important? In the absence of walkability people depend on automobiles for nearly every single activity that they engage in. As VMT rises orders of magnitude quicker than population growth, it overwhelms the advances of made by improved technologies (such as improved fuel efficiency or ethanol fuels). In many parts of the country the design of neighborhoods allows people to make some of their trips on foot. A study by L. Frank, B. Saelens, and KE Powell, which is discussed in the Growing Cooler report, demonstrated that people who live in walkable neighborhoods drive nearly half as much as those who live in auto- oriented areas. "This is a key to reducing VMT and the associated carbon dioxide emissions. T'he DTPP aggressively promotes walking in several ways: Street grid First, it maintains and restores Downtown's walkable street grid (Pages 52-54). In order for walking to be a viable mode of transportation, a street network needs two characteristics: short blocks and connectivity. Long blocks prevent walkers from making direct routes beriveen their origins and destinations, unnecessarily extending the walk. Connectivity means that the streets form a network and do not block pedestrians with cul-de-sacs. The DTPP prohibits the abandonment of streets and requires that new development create new streets in areas where the blocks are too long. Comfortable sidewalks. The DTPP sets high standards for sidewalk widths, street trees, and lighting (Pages 42-45). It requires new development along substandard sidewalks to upgrade them to an adequate condition. Adequate sidewalk width is important for a variety of reasons. People must be able to stroll comfortably without being too terribly crowded, and the sidewalks must be able to handle the volumes of pedestrians that will ultimately be present in Downtown Redwood City. Adequate width also allows for things such as retail displays, outdoor dining, benches, and other activities which make the sidewalks safe, comfortable, and inviting. Street trees provide shade in the summer, a touch of green, and a sense of protection from passing automobiles. The need for lighting is obvious, and the DTPP ensures that spacing is close enough to keep sidewalks lit and the lamps are low enough to be scaled for people more so than for cars. Active building frontages. People aren't typically fond of walking past blank walls. It can be boring, and for many people it feels dangerous, because no one can see you if something bad were to happen. We also know that life amacts life-so without frequent entrances lining a sidewalk it will have little coming-and- going activity, which will repel other people from walking there. The DTPP requires that all buildings place their entrances in front, facing the street, and that streets also be lined with windows, awnings, signage, stoops, and other sources of visibility, activity, and interest (Pages 46-49). Calm traffic. Speeding cars are hardly welcoming to pedestrians. While automobiles are a fact of life-and important to the success of Downtown businesses-they cannot be allowed to behave antagonistically in a pedestrian- oriented environment. Specifically, they must slow down. Downtown Redwood City has no level-of-service (LOS) standard, which means that actions will not be taken to widen streets as development occurs. All streets within the interior of the Downtown area will be two lanes in width (Pages 108-109). Overly Source: Dan Zack wide streets are a primary cause of speeding. Also, street trees, on-street parking, and frequent intersections al] serve to slow traffic further. In addition to pedestrian comfort, slower traffic also has the benefits of increased safety for motorists and decreased carbon dioxide emissions. "Wrapped"parking lots and garages. Exposed parking garages and lots will not be allowed adjacent to sidewalks in Downtown. Exposed garages and parking lots are known to repel pedestrians, so the DTPP requires developers to wrap parking facilities with shops, offices, and apartments, concealing parking into the center of the block or underground (Pages 58-61). !Ylixed--uses. The entire DTPP area allows for the mixing of residential and commercial uses (Pages 28-29). This brings trip origins and destinations close together and is one of the single most important factors in walkability. In combination with the other factors listed above, it represents a potent walkability strategy that is certain to lower the VMT of people living and working in Downtown Redwood City. 'Transit Orientation While true sustainability is not possible without walkability, people often need to get to places that are beyond walking distance. Transit is much more fuel efficient per passenger mile than driving for these longer journeys. In addition, it is much less land-intensive than driving due to reduced need for wide roads and parking facilities. If the United States is to attain sustainability, adetermined strategy to convert as many auto trips into transit trips as possible must be a part of our approach. This cannot be done through mandates-we must convince large numbers of people to voluntarily and happily take transit. To do this, transit service must be of a high quality, and large numbers of people must live and work in convenient proximity to this transit. Proximity isn't enough, though. The urban fabric must be seamlessly connected to the transit station so that those living or working nearby can easily access it. The DTPP enhances the transit orientation of Downtown in the following ways: Focusing growth on an existing regional transit facility. The DTPP area has one of ReQtacing ok! Replaeinp Ae~tin9 Takirg teneit refetidgeratpr lipt~ukes tlp~tro ro wok acrd... _ vr'intatitiny Source: The American Public Transit Association the busiest stations in the Caltrain system. This is due to Redwood City's central location, high employment concentration, and "Baby Bullet" express service, among other factors. Transit access will be improved in coming years by the future Dumbarton rail line (which will terminate in the DTPP area and will open up tl'ie East Bay to Downtown). A state Highs-Speed Rail station may even be located in Downtown Redwood City, brin€;ing easy car-free access to every major California metropolitan area to Downtown Redwood City. By focusing future growth near this facility, the number of people who have access to the regional transit network will grow over time, lowering growth in per capita VMT. Eas~r access to the station. The DTPP integrates transit into the urban fabric of Downtown by proposing to raise it into a viaduct structure through the area, with active retail uses built in underneath (Pag;e 1 ] 0). Raising the station will allow it to stay in the central core of Downtown, which due to space constraints would otherwise be likely to move to the northern edge of the district. Also, elevating the tracks will allow the Dovmtown street grid to be restored under the system, providing short, direct walking trips to the station. Finally, by raising the tracks, Downtown can develop right up against the corridor, maximizing the number of people that are close to the station. Density Density is a key component of sustainability. Comfortably placing more people on less land is the only real way to preserve natural habitats, and high densities are a key to making walking and transit viable modes of transportation. Due to the high densities promoted in the DTPP, future Downtown workers and residents will be consuming less land per capita than nearly anywhere else in San Mateo County. They will also require less pavement, and will need less infrastructure than the typical Bay Area resident. sustainability cannot be achieved without pockets of high densities. The DTPP increases densities in the following ways: Mid-rise buildings. While much of the Peninsula struggles to breach three stories, the DTPP allows most of Downtown Redwood City to build up to 8 stories, and the central core can rise to up to 12 stories (Pages 34-35). This will create one of the densest nodes of development in the county, and thus one of its most sustainable areas. Minimum height requirements. New buildings in Downtown Redwood City are required to be at least 3 stories tall (Pages 34-35). This will ensure that prime land is not underutilized and that future growth is urbane, compact, and sustainable. No arbitrary density limits. Unlike most plans, the DTPP has no restriction on the number of dwelling units per acre. Over time, this will allow Downtown Redwood City to develop a critical mass of residents which will make retail more viable, boost the number of people living near transit, and make walking more convenient (and thus more likely). Less parking required Ask any developer what places the greatest limit on the density of a site, and you are likely to get this answer: the parking requirement. By requiring large amounts of parking, the amount of building space available for people is severely restricted. The DTPP lowered the old Downtown parking requirements, created a shared parking incentive (for greater efficiencies) and also created an in-lieu parking program to allow developers to Source: Dan Zack buy their way out of the parking requirement for difficult sites. This money will then be used to create efficient, centralized public parking elsewhere (Page 62). ~ nherently Efficient i3uilding Types Certain kinds of buildings are inherently more efficient than typical buildings, even without the addition of high-tech green strategies. Truly sustainable places will not only have the benefit of improved technologies, but will take advantage of low-tech efficiencies which make them very sustainable in the long run without the provision of technical expertise, large expense, or great effort. Che DTPP encourages inherently sustainable and resource-efficient buildings in many ways, including: Durability. Due to the heights allowed in the DTPP, a majority of new buildings will be constructed of reinforced concrete. These heavy-duty urban structures will last a long time, preserving their embedded energy (the energy used to produce the materials, transport them to the site, and assemble them) by reducing the need to replace the structure at a later date. Flexibility. Mixed-use urban structures can accommodate a variety of activities over time, as needs and tastes change. Suburban single-use structures ("big boxes," detached houses, regional malls, office parks, etc.) aren't as flexible and must usually be demolished and replaced. (or abandoned) in order to respond to changes in the market. Multifamily housing. Multifamily structures will dominate the build-out of the plan, and these structures are proven to be much more energy efficient by nature than detached single-family homes or townhouses. This is due primarily to fewer portions of the building being exposed to the elements and shared heating among the units. Smaller units. Dwelling units located in dense, walkable, convenient urban settings with ahigh-quality public realm tend to be smaller than suburban dwelling units. Smaller units use significantly less energy. Fewer lawns. Water use in Downtown Redwood City will be lower than elsewhere in the Peninsula due to restriction of front setbacks (Pages 42- 43). front setbacks are usually occupied by lawns, which according to the New York Times account for up to 60% of water use in the western US. In addition to saving water, fewer lawns also means less land consumed per person and fewer harmful pesticides released into the environment. According to Diana Balmori of Yale University, the lawn "is the major crop of the United States -- 20 million acres of lawn using more fertilizer than is used in all of India." No curtain walls allowed Sealed glass curtain wall buildings lose more heat and cooling to the outside than masonry buildings with operable windows. The DTPP relegates curtain walls to an occasional aesthetic accent treatment rather than a primary cladding material (Page 76). Incremental, Organic Grc>twth 1 Redwood City is an old city with a very fragmented and "fine grained" pattern of ownership. Big-footprint projects can be great, and there will probably be some in Downtown Redwood City. However, most Downtown development will occur gradually through the participation of dozens of small developers. While challenging in some respects, this pattern is ultimately more sustainable for several reasons, including: Economic resilience. Over time, Downtown Redwood City ought to be more resistant to market fluctuations and rece;ssions than conventional suburban development, because we won't have "all of our eggs in one basket." We will have diverse land uses, diverse types of buildings, and a large numbers of owners and operators with a diversity of financial resources. With the current housing bust and. the dot-com crash of the recent past (and the subsequent "see-through" office market phenomenon) we have seen how individual sectors can flounder from time to time. Such episodes are much less traumatic for a diverse district than for a homogeneous district. Easier financing. It is often easier to get financing for small projects than it is for a massive project. We are seeing the effects of this during the current downturn. Large developers are struggling to get the hundreds of millions (or billions) of dollars that they need for mega projects, whereas smaller financing can still be found. The ability to grow in smaller increments will prevent growth and improvements from grinding to a halt every 5 years or so. Steady growth is more sustainable than fits and starts. More potential developers. The fine grain of Downtown Redwood City opens development opportunities to many more players, making the chances for growth and improvement more numerous. Ease ojgrowth and adaption. In a fine- grained environment change, intensification, and adaption over time are easier. To add new buildings, or expand certain uses doesn't require massive areas to be demolished and rebuilt. Smaller building can simply be replaced by bigger ones where opportunities exist, without always relying on big disruptions (and the resulting loss in embedded energy). Lovability How sustainable is a place if it is abandoned or neglected within a generation due to lack of affection for it? Architect Steve Mouzon makes the unique observation that places that are loved by their residents through the ages are ultimately far more sustainable than places that fall out of favor within a generation. Sounr,: Dan Zack Source: Dan Zack 1'he DTPP will create a lovable place in the following ways: Beautiful buildings. The consultants and staff involved in the creation of the DTPP underwent an aggressive program of community outreach in order to learn about the aesthetic tastes of the people of Redwood City. Architectural standards and guidelines in the DTPP will ensure that new buildings are beautiful, timeless, and meet expressed desires of the community (Pages 73-89). Well designedpub[ic spaces. Well- designed public spaces ensure community building and long-term emotional attachment to the district by providing places to gather, exchange ideas, get to know each other, and celebrate. The DTPP includes a program for the creation high-quality public spaces (Pages 103- ] 08). Historic preservation. Historic preservation provides architectural beauty, connections to the past, and a unique community character that will ensure a commitment to the area. The DTPP includes a proactive strategy for the retention and enhancement of historic resources (Pages 38-40). "Restorative infil~"The DTPP was written in part to encourage "restorative infill" projects, which will remove unattractive and inefficient suburban buildings over time and replace them with denser, more attractive urban buildings. This will increase resource efficiency and make Downtown as a whole more lovable and. thus more sustainable. ~ext Steps As the climate changes and fuel prices rise, it is becoming clear that we must build more sustainable communities. Clearly, we must use old-fashioned techniques and modern technologies to make our buildings as energy efficient as possible. We must also change the way that we design our neighborhoods and downtowns so that we can llower per capita VMT and home energy consumption. However, we cannot simply improve one downtown here and there. According to Growing Cooler, 89 million new homes and 190 billion square feet of new commercial space will need to be constructed between now and 2050 in the United States to accommodate population growth. -~ - - . , ~- -~-~.~ Thankfully, according to real estate expert Christopher Leinberger, the bulk of these new residents will prefer sustainable, walkable urbanism. But do we have the will and the creativity to reform our codes to the extent necessary to satisfy this demand? Also, beyond the scale of the building and the neighborhood, we must strive to create sustainability at the regional and national scales. Cleaner electrical generation, a national passenger rail system, preservation of prime farmland-all of these issues and more must be addressed quickly if we a re to become truly sustainable as a nation. Redwood City has attempted to uphold its responsibilities to its citizens, and hopes that its model can inspire other communities figure out how to address sustainability- while enhancing livability-as well. For more information the authors can be reached at the following email addresses: Dan Zack, AICP, Downtown Development Coordinator: dzacSc~redwoodcity.org Blake Lyon, Senior Planner: blvon~u),redwoodcity org View the DTPP online at witi~w redwoodcity.or downtown .~ a - ~m t k' ~:- . f The Loma Prieta Chapter's Climate Action Campaign Loma Prieta Chapter Cool Cities Core Team Rafael Reyes Co-Chair Cool Cities Core Team Margaret Suozzo Co-Chair Cool Cities Core Team Gary Bailey Co-chair, Global Warming Program, Loma Prieta Chapter, Sierra Club Julio Magalhaes Global Warming Program Coordinator, Loma Prieta Chapter, Sierra Club Chris Warshaw Program on Energy and Sustainable Development, Stanford University Report Authors Julio Magalhaes Global Warming Program Coordinator, Loma Prieta Chapter, Sierra Club Margaret Suozzo Co-Chair Cool Cities Core Team David Varn Cool Cities San Jose Team Acknowledgements: This report and the success of the Cool Cities Campaign in Santa Clara and San Mateo Counties have been made possible through the hard work of the dedicated Climate Action Campaign volunteers working for local action to reduce greenhouse gas emissions: Stephanie Reyes & Pierre Delforge (co-founders of the Chapter's Cool Cities Campaign), Kurt Newick (Chair of the Chapter's Global Warming and Energy Committee) and the Cool Cities volunteer leaders: Gladwyn D' Souza, Mike McCord, Linda Hagan, Sali Schille, Marah Curry, Sofia Freer, Kacey Fitzpatrick, Jeannie Bruins, Rob Rennie, Susan Baugh, Chris Bui, Carol McClelland, Robert Fairbank, Dave Paradise, Beth Mezias, Bruce Hodge, Bryan Long, Rick Nordensten, Frank Schwartz, Julie Willard, Jay Hall, David Marsland, Annie Stauffer, Chris Pitt, Eve Matelan, Barbara Fukumoto and the Cool Cities team members. This report would not have been possible without the financial support of the Loma Prieta Chapter's over 20,000 memberswho seek to "Enjoy, Explore, and Protect" planet Earth. Design & Graphics Gigantic Idea Studio Data graphics by Julio Magalhaes Akeena A generous contribution byAkeena Solar to the Loma Prieta Chapter's Solar Climate Action Campaign has helped make this report possible. A Report on G`~imate Protection Policies and Practices in San Mateo and Santa G~ara County Jurisdictions ~~~ k~ i y The Cool Cities Campaign of the Loma Prieta Chapter ol'the Sierra Club conducted in March 2008 a survey of climate protection policies and practices of city and county governments in Santa Clara and San Mateo counties. Twenty-eight of the 3Z jurisdictions in the two-county area (Z6% by number, go% by population) responded to the 3o-question survey. This report presents results from the survey and provides a snapshot of local government planning and actions on greenhouse gas (GHG) emissions reductions. The purpose of this report is to increase awareness of the state of climate action by local governments in our area, to facilitate the exchange of best practices, and to advocate for decisive action worthy of the magnitude of the climate change challenge. Key Conclusions: i. Local governments in San Mateo and Santa Clara Counties show rapidly growing engagement on climate protection 2. Achievement of essential milestones toward emission reduction is still generally lagging and not consistent with Silicon Valley's historic leadership role in other areas 3. The high level of completed municipal emission inventories expected by the end of 2008 as well as the expected completion of community- wide inventories by nearly two-thirds of the jurisdictions is encouraging. 4. Green vehicles are slowly becoming part of many local government fleets, but rapid increases are likely soon as many jurisdictions adopt procurement policies favoring such purchases. 5. More jurisdictions need to offer multiple incentives for alternative commuting methods and provide a model for the private-sector to address the large contribution of the 6. Widespread encouragement oftransit-oriented or mixed-use development offers the potential of reducing commute-related emissions from the broader community. Z. Local governments are increasingly adopting significant green building standards for their buildings but more effort is needed to spur green renovations in existing buildings. 8. Progress on encouraging or requiring new privately-owned buildings to meet significant green building standards is currently still weak, but the trend is somewhat encouraging. g. The challenge of encouraging or requiring existing buildings (which make up the vast majority of the built environment) to meet significant green building standards after major renovations or remodels is not being met. io. Our results show that surprisingly few local governments have the capacity to generate solar power from systems on their facilities while at the same time the vast majority of the jurisdictions are facilitating the installation of solar power systems in the community ii. Arichvariety of local jurisdictions are already leading in specific narrow areas of GHG emission reductions. Our region appears to be poised to regain a leadership role on local government action on climate protection if local government leaders act quickly and decisively. Our survey results suggest public engagement with local government leaders combined with regional initiatives and other resources from beyond city and county government is essential for rapid decisive action to occur at a level needed to meet the climate change/ clean energy challenge. transportation sector. PAGE i A Report on Climate Protection Policies and Practices in San Mateo and Santa Clara County Jurisdictions _. The Cool Cities Campaign of the Loma Prieta Chapter of the Sierra Clubl conducted in March 2008 a survey of climate protection policies and practices of city and county governments in Santa Clara and San Mateo counties. Twenty-eight (28) of the 3Z jurisdictions in the two-county area (Z6% by number, yo% by population) responded to the 3o-question survey. This report presents results of these questions and provides a snapshot of local government planning and actions on greenhouse gas (GHG) emissions reductions. The goals of this report are to: i. Increase awareness of the state of climate action by local governments in our area; 2. Facilitate the exchange of best practices; and 3. Advocate for decisive action worthy of the magnitude of the climate change challenge ti ' w •a ^ } r .~ ~ .r ,~ ' .> , Cool Cities Campaign The Sierra Club Loma Prieta Chapter, which includes Santa Clara, San Mateo, and San Benito Counties, has made local action to reduce greenhouse gas (GHG) emissions its number one priority. The Chapter has abroad-based Global Warming Program with four initiatives to reduce local emissions. One of these initiatives is the Cool Cities Campaign. The Cool Cities Campaign is a National Sierra Club2 campaign working for local government action to reduce municipal and community-wide greenhouse gas emissions by engaging teams of volunteers in each city. On July i6, 2ooZ, the Sierra Club's Cool Cities initiative was expanded to include a Cool Counties effort to work for local action at the county level. Here we use the term Cool Cities to represent both efforts -Cool Cities and Cool Counties - focused on local government action. The Loma Prieta Chapter's Cool Cities effort officially started in March 2ooZ after an initial development phase beginning in October 2006. Figare i presents a map showing the jurisdictions included in the Loma Prieta Chapter and highlights the i9 cities that have Cool Cities Teams (out of 3Z cities in the Chapter's area). In addition to these teams, San Mateo County also has a Cool Counties Team covering the unincorporated areas of the county . Each Cool Cities/ Counties Team encourages and supports local government to: i. Commit to reducing GHG emissions throughout the community by adopting the U.S. Mayors Climate Protection Agreement3 or the U.S. Cool Counties Climate Stabilization Declaration4. 2. Create a "green ribbon task force" or other body of residents and/or city staff or elected leaders to develop recommendations for addressing emissions throughout the community. 3. Develop a municipal GHG emission inventory of emissions associated with government operations. 4. Implement early high-impact actions to reduce municipal and/ or community-wide emissions. For example: Green building requirements for municipal and/or private buildings or incentives to reduce commute emissions. 5. Establish a municipal GHG emission reduction target at least as stringent as the goals codified by Governor Schwarzenegger and the Legislature through the California Global Warming Solutions Act of 20065 (AB 32) in September 2006. PAGE 2 A Report on Climate Protection Policies and Practices in San Mateo and Santa Clara County f urisdictions Figure 1: Cities with Cool Cities Teams in the Loma SanFrancisca Prieta Chapter. Cities with teams are shown in red; cities without teams are shown in grey. 4 `. P`9471M71 Hi9at,~cvyt+ Half Moon Wvamide, y ~ -- ~-- San Mateo ~ ~~Per1oTa County ~r ~ Santa Clara County Mahe Sereno Santa Cruz ~~ \~-,. ,~ County _'L ~~__ _ --~' ~, . 6. Develop a Municipal Climate Action Plan to achieve the emission reduction targets. Z. Evaluate acommunity-wide GHG emission inventory. 8. Establish. acommunity-wide emission reduction target at least as stringent as the goals codified by the California Global Warming Solutions Act of 2006. 9. Develop a Climate Action Plan to achieve the community-wide emission reduction targets. io. Implement the Climate Action Plan. Cool Cities/ Counties teams work to build partnerships with concerned community members and other existing organizations to show elected leaders and city staff the public support for action on global warming. The creation of i9 Cool Cities City Teams, the engagement of hundreds of volunteers, and the development of an extensive opt-in Global Warming database of over 230o names all in one year demonstrate public concern and support for local government action in the Silicon Valley Region. PAGE 3 A Report on Climate Protection Policies and Practices in San Mateo and Local Government Climate Action Survey The Loma Prieta Chapter's Cool Cities Core Team committed to developing a snapshot of local climate protection activities around the first anniversary of the March 2002 start of the Chapter's Cool Cities Campaign. The Committee anticipated that the results of such a survey would help to accelerate climate protection actions by local jurisdictions and to educate residents about what climate protection measures their cities and counties have undertaken. Development of Survey Instrument The starting point of our questionnaire was the "Survey on Mayoral Leadership and City Efforts in Climate Protection" conducted nationwide in April 2002 by the U.S. Conference of Mayors. The U.S. Conference of Mayors sent this questionnaire to all signatories of the U.S. Mayors Climate Protection Agreement and presented the findings in a report entitled "Survey on Mayoral Leadership on Climate Protection" issued in summer 2ooZ~. The Cool Cities Core Team noted from this report a striking lack of response by local mayors-only four responded. Given this lack of response, the extensive network of engaged Cool Cities Teams and volunteers in our Chapter's area who could assist with increasing the response rate, and the extensive climate protection developments in our area since April 2002, the Cool Cities Core Team elected to use the earlier survey by the U.S. Conference of Mayors as a startingpoint. Chapter volunteers and staff with local policy expertise modified and updated the questionnaire to account for unique features of climate protection in our state and region, to more fully assess progress on the key milestones of the Cool Cities Campaign (listed above), and to explore the growing activity in the green building arena. The questionnaire consisted of 3o questions of which 29 were multiple choice or very short answer write-in questions. One additional short answer question provided Santa Clara County Jurisdictions space for local government representatives to highlight exemplary climate protection actions. Aweb-based version of the questionnaire was then created to facilitate responses and electronic analysis. We also asked afollow-up question on municipal solar power capacity after the original questionnaires were received. Implementation of the Survey The Loma Prieta Cool Cities Campaign distributed the questionnaire in late February and early March of 2008 to the mayor, city manager, and/or other appropriate staff person in the 35 cities within Santa Clara and San Mateo counties and to a county supervisor and/or county staff person in each of the two counties. In cities with Cool Cities Teams, teams generally presented a hardcopy of the questionnaire along with a cover letter in person during a meeting. In the cities without Cool Cities Teams, the questionnaire and a cover letter were sent via e-mail to the mayor and city manager. After a couple weeks. a Cool Cities City Team volunteer or other volunteer followed-up by phone ore-mail to encourage participation in the survey. In all, 26 cities and both. counties responded (for a total of 28 respondents), representing more than Z5% of jurisdictions to whom the survey was administered. The responding jurisdictions represent 90% of the population of the two counties. The jurisdictions that responded are listed on the left side of Table i. This report presents the responses from each city and county to the multiple-choice questions of the survey and also highlights exemplary leadership by particular cities and/or counties. A preview edition of this report was issued on July Z, 2008 and distributed to all responding jurisdictions for feedback, corrections, and/or updates to the presented information. This final edition of our report incorporates these comments, additional background information, and results on solar power. PAGE a A Report on Climate Protection Policies and Practices in San Mateo and Local Climate Change Policy in Context The Intergovernmental Panel on Climate Change, the leading body on climate change research comprised of a network of more than 2,000 scientists, concludes in its most recent report that there is "... very high confidence that the globally averaged net effect of human activities since lZSo has been one of warming". The current concentration of carbon dioxide (the most important greenhouse gas introduced by human activity) has increased to levels far higher than at any time since humans started walking on the Earth. These high concentrations are mainly the result of the accumulation of the carbon dioxide released during the combustion of fossil fuel (coal, oil, natural gas) since the start of the Industrial Revolution in the lZoos. As a country, we in the U.S. bear a great burden of responsibility, contributing one-quarter of the world's GHG emissions and more than twice the per capita emissions of the next- greatest emitter. California alone is the fifteenth largest emitter of GHGs in the world9. Most experts agree that we have a short window - - one to two decades - - in which to act before the most severe impacts are felt. Since about 85% of the U.S.'s energy and the World's energy is derived from fossil fuels10, virtually all organizations and individuals contribute to emissions of carbon dioxide, the most important GHG. In addition, other GHGs such as methane are produced from waste stored in landfills and other sources associated with human activity. As a result, action to reduce GHG emissions is needed by everyone and every type of organization- - -individuals, businesses, federal, state, and local government. In the case of government at all levels, not only can direct measures be taken to reduce GHG emissions associated with government operations and staff commutes, but well crafted public policies can encourage and/or require community-wide emissions reductions. Santa Clara County Jurisdictions Recognizing the need for action, in June of 2005 Governor Schwarzenegger established aggressive goals for reducing GHG emissions in California- callingfor areduction to 2000 levels by 2010, to i99o levels by 2020, and to 80% below 1990 levels by 2oso11. To codify the Governor's greenhouse gas emissions reduction goals, in September 2006 Governor Schwarzenegger signed Assembly Bill (AB 32), The California Global Warming Solutions Act of 20065, authored byAssembly Speaker Fabian Nunez. This legislation represents the first enforceable statewide program in the U.S. to cap all GHG emissions from major industries. In 2005, the Governor also called for the California Environmental ProtectionAgency (CaIEPA) to prepare biennial reports on the potential impact of continued global warming on the California economy. CaIEPA established the California Climate Change Center to lead this effort. In July of 2006, they released their first report entitled Our Changing Climate12. The report forecasts the following challenges in California resulting from climate change: • More air pollution and a greater number of heat days threatening public health; • Reduced Sierra snowpack restricting our water resources, hydropower-dependent electricity supply, and winter recreation; • Interacting stresses on agriculture leading to reductions in quality and quantity, and ultimately increased agricultural prices; • Increased frequency of large wildfires and associated health, ecosystem, and property damage; • Rising seal levels impacting our coastal zones, our infrastructure and BayArea real estate. The need for concerted international action on global warming was recognized in March 1994 with the establishment of the United Nations Framework PAGE s A Report on Climate Protection Policies and Practices in San Mateo and Convention on Climate Change13 (UNFCCC), which was ratified by 192 nations. The UNFCCC initiated a process, culminating in the negotiation of the Kyoto Protocol which required signatory nations of the developed world to reduce GHG emissions on average by 5% below i99o levels by 2oi2. The Kyoto Protocol entered into force on February i6, 2005. One hundred and eighty (i8o) nations have ratified the treaty to date. The U.S. is not among them. Concerned by the lack of action at the federal level and recognizing the need for local action to address global warming, Mayor Greg Nickels of Seattle created the U.S. Mayors Climate Protection Agreement3 (MCPA) on the day the Kyoto Protocol became international law. The MCPA called on cities to commit to taking action to reduce GHG emissions and to strive to meet or beat the Kyoto Protocol's emissions reduction target for the U.S. of a Z% reduction below i99o levels by 2012. The MCPA was adopted by the U.S. Conference of Mayors. As of this writing. more than 85o cities have already signed the MCPA. Of these, 23 cities are right here in Santa Clara anal San Mateo Counties. Leaders from King County, Washington, Fairfax County Virginia, and the Sierra Club created a similar commitment vehicle for counties -the U. S. Cool Counties Climate Stabilization Declaration4 -and launched a Cool Counties initiative on July i 6, 2ooZ at the National Association of Counties Annual Conference. Among other provisions, signers of the Cool Counties Declaration agree to strive to stop increasing emissions by 2oio, to achieve a io% reduction every 5 years thereafter through to 2oso, and to reduce emissions 80% below current levels by 2oso. These targets reflect the scientific understanding that major reductions in emissions are needed by 2oso in order to reduce the likelihood of major climate change. It is worth noting that these goals on average represent modest annual reductions in GHG emissions of 2% per year. Santa Clara County Jurisdictions Local Emissions of Greenhouse Gases To properly craft government policy and local action initiatives, understanding the sources of GHG emissions associated with local activity is important. The Bay Area Air Quality Management District (BAAQMD) conducted an inventory of the GHG emissions in the counties surrounding San Francisco Bay using data from 200214. Figure 2 presents the relative contributions of different sources of direct GHG emissions within the District's boundaries and also includes indirect emissions associated with emissions from electricity imported from outside of our region. The two largest sources of GHG emissions are carbon dioxide emissions from transportation and emissions from electricity generation and natural gas combustion to service homes and other buildings. According to the California Air Resources Board, the electricity, natural gas, and water used in buildings accounts for one quarter of all California GHG emissions15. 3uilt ronment Figure 2: San Francisco Bay Area greenhouse gas emissions by source category. Data is from Source Inventory of Bay Area Greenhouse Gas Emissions compiled by the Bay Area Air Quality Management District using data from 2002. Emissions associated with production of imported electricity are included in the figure. PAGE 6 ' A Report on Climate Protection Policies and Practices in San Mateo and Santa Clara County Jurisdictions Municipal (2%) Waste Disposal (3%) promulgating policies impacting the two major sources of emissions: transportation and buildings. Figure 4 presents the municipal emissions inventory for operations and facilities of San Mateo city government16. Emissions associated with electricity consumption and natural gas use in the built environment represent the largest source of municipal emissions. Interestingly, emissions associated with employee commutes and with the city's vehicle fleet are approximately equal. Figure 3: Community-wide GHG emissions inventory for city of San Mateo by source category. Data is from City ofSan Mateo Greenhouse Gas Emissions Inventory Report, October 24, 2007. Figure 3 presents an example of a community-wide GHG emissions inventory by source using data from the city of San Mateo~E'. Similar to the BAAQMD inventory, the largest single source of emissions is carbon dioxide released by combustion of fuels in the transportation sector. The second largest source of emissions is electricity use and natural gas combustion associated principally with buildings. Methane emissions associated with waste disposal make a small contribution of a few percent. An important point to note is that emissions associated with local government operations and facilities account for only a few percent of community-wide emissions. Direct action by local governments to control emissions associated with their activities is an essential first step, demonstrating leadership and introducing new technologies and practices to the community. However, significantly lowering a community's GHG footprint requires addressing community- wide emissions. Local governments can begin by By developing policies that spur efficiency in the transport and building sectors, local governments in and around Silicon Valley can also help to foster local innovation in energy efficiency, renewable energy, and information technologies. Given our region's historic leadership role and world impact in the area of technology, local innovation in our region can be leveraged to help local jurisdictions throughout the country and the world reduce their contribution to GHG emissions. Disposal (3%) Figure 4: Municipal GHG emissions inventory for city of San Mateo government operations and facilities. Data is from City ofSan Mateo Greenhouse Gas Emissions Inventory Report, October 24, 2007. PAGE ~ A Report on Climate .Protection Policies and Practices in San Mateo and Santa Clara County Jurisdictions . ~ f Emissions Reduction Commitments An important first step by local government is to make a commitment to reducing GHG emissions. Although municipal government emissions are typically only a few percent of the total emissions of a community (see Figure 3), by taking action to reduce their own emissions, cities and counties lead by example and demonstrate paths for successful climate action; the importance of such an example should not be underestimated. In addition, local government can adopt policies, programs, and incentives which lead to reductions in emissions throughout the community where the vast majority of the global warming impact of a community is represented. An important and widely recognized vehicle for cities to make an emissions reduction commitment is the U.S. Mayors Climate ProtectionAgreement (MCPA) (see earlier discussion). Bysigningthe MCPA3: The mayor declares that global warming and climate change is an important issue in need of action and that action is needed at all levels of government. 2. The mayor commits the city to reduce GHG emissions from both city operations and the community as whole. 3. The mayor agrees to strive to meet or beat the Kyoto Protocol targets for the U.S.: z% below 199o emissions by 2oi2. The equivalent commitment vehicle for counties is the U.S. Cool Counties Climate Stabilization Declaration. Briefly, the essential highlights of this declaration are: The county commits to taking an inventory of GHGs emitted by county government operations. 2. The county will work with all levels of government and other leaders to reduce county- wide emissions to 80 % below current levels by 20~o by developing a GHG emissions inventory, establishing intermediate emissions reduction targets, and establishing a climate action plan for achieving the targets. 3. The county will urge Congress and the Administration to act to reduce GHG emissions through the adoption of appropriate nationwide policies. 4. The county will take immediate steps to identify climate change impacts and draft and implement a plan to prepare for those impacts. It is important to note that both the MCPA and the Cool Counties declaration express a commitment to reducing not only emissions from local government operations, but also express a commitment to creating programs and policies that will lead to reductions in city- or county-wide emissions, thus addressing all the emissions from a jurisdiction. Cool Cities and Cool Counties Teams' first objective is to get their local government to sign onto these documents. Figure 5 shows that both counties have signed the Cool Counties declaration and 23 cities of the 35 (65%) in these two counties have signed the MCPA. Every city in Santa Clara County, with the exception of three, have signed the MCPA, while slightly less than half of the cities in San Mateo County have signed the MCPA. To illustrate the rapidly growing engagement of local governments on GHG emission reduction, Figure 6 illustrates the cities in Santa Clara and San Mateo Counties that had signed by PAGE a A Report on Climate Protection Policies and Practices in San Mateo and Santa Clara County Jurisdictions San Francisco Figure 5: Loma Prieta Chapter signers of the U. S. Mayors Climate Protection Agreement (MCPA) and the Cool Counties Climate Stabilization Agreement as of June 2008. Bright green areas correspond to cities that have signed the MCPA. Grey areas indicate cities in the Chapter's area that have not signed the MCPA. Light green areas correspond to counties that have signed the Cool Counties agreement. Areas in white are those outside the Chapter's area. San Francisco Figure 6: Loma Prieta Chapter signers of the ~ ~~ MCPA at the start of the Chapter's Cool Cities ,~ ~ ~ Campaign in November 2006. 4~"'` Color key is described in figure 5. Y---~ ;..,'~ ~~ r\ ' iAtlkfrC„ll j' ~ ,}~ -- -- r ~»,w `. ~ ~~ em,,,r.,b 1 ~x.r s ~ ~ h Mir ra®e San Wlev Cnuy7 ~ G~gea~l i ~__ e~ I ~ '~ 3x,~no ~tlls c~nn. ~____-_-. -- ~ , 1 __s Santa Cruz County PAGE 9 .A Report on Climate Protection Policies and Practices in San Mateo and Santa Clara County Jurisdictions November 2006, which is when the Loma Prieta Chapter's Cool Cities Campaign began. During the r9 month period that elapsed between these two maps, eighteen~cities and two counties committed to climate protection on acommunity-wide basis. Another vehicle for local governments (as well as other institutions) in our region to commit to reducing GHG emissions is to become a partner in the nonprofit Sustainable Silicon Valley (SSV) ~~. Each partner can choose its own emissions reduction. target and commit to reducing emissions from its operations by this amount and to reporting annually on its emissions. The overall goal of SSV is to reduce the Silicon Valley's regional emissions by 20% below r99o levels by 2oro. SSV provides an excellent forum for obtaining commitments to reduce emissions, quantifying emissions reduction and exchanging best practices among government and institutional partners. Note> however, that when a local government commits to participate in SSV it commits to reducing GHG emissions from its municipal government operations; the local government is not committing to reducing city-wide or county -wide emissions. Participants An important first step in the implementation of the MCPA or Cool Counties Declaration is to allocate or engage human resources to assist with planning and implementation of an emissions reduction. commitment. Assigning city or county staff, hiring consultants, and/or forming "green ribbon task forces" of community members are all ways for cities to begin the process of implementing the GHG emissions reduction commitment. These participants can take on various important roles such as evaluation of emissions inventories, assessment of emissions reduction target options, and evaluation of elements of a Climate Action Plan to achieve reduction targets. - "Green ribbon task force" - Paid consultant ® ICLEI contractor - City staff - Other Atherton Belmont - Brisbane - Burlingame Campbell -- Cupertino -_ Foster City Gilroy Los Altos Los Altos Hills Los Gatos Menlo Park Milpitas _ Monte Sereno - Morgan Hill - Mountain View Pacifica Palo Alto Redwood City - San Bruno San Jose San Mateo (city) San Mateo County Santa Clara (city) Santa Clara County South San Francisco - Sunnyvale Woodside Figure 7: Participants engaged by cities and counties in the climate action planning process. Color bars correspond to different categories of participants included in the response options for this question. Results are presented for each responding jurisdiction. PAGE i o A Report on Climate Protection Policies and Practices in San Nlateo and Figure 7 shows the following results on participant engagement: Santa Clara CountrJurisdictions MCPA /Cool Counties Multiple participants have been engaged in Signings 'the climate action commitment and planning Multiple Participant process by the vast majority of the responding Engagement jurisdictions (22 or 79%). Staff time for work on climate rotection P Municipal Emission Inventories actions has been allocated by 22 (Z9%) of the responding jurisdictions. Municipal Reduction Targets • ICLEI, which is a nonprofit that provides assistance with evaluation of emissions inventories, reduction targets and development of Climate Action Planslg, has been engaged by 20 jurisdictions (zi%) to assist with implementation of emission reduction commitments. • "Green ribbon task forces" of community members have been formed by i2 jurisdictions (43%). These results are encouraging as they show the vast majority of jurisdictions are engaging multiple participants to assist with the implementation of their commitments and therefore taking important steps toward malting this commitment a reality. Figure 8 summarizes the aggregate results pertaining to climate action commitment and planning milestones. For example, this figure shows that Z5% of the responding jurisdictions have either signed the MCPA or the Cool Counties Declaration. The large percentage (Z9%) of responding jurisdictions that have engaged multiple participants in the climate action commitment and planning process is illustrated for comparison as well. Individual results for each responding jurisdiction are presented in Table i. Municipal Climate Action Plans Community-Wide Emission Inventories Community-Wide Reduction Targets 4.n~a;e eaf#ior~ Plans - Completed ~ Expected by end of 2008 75 79 25 % (93%) 21% 14 % (s~ ^io ~ 36% (sai> 14% 7°la t ;~z ~ , 0 20 ao so so ioo Percentage of Responding Jurisdictions (%) Figure 8: Climate action commitment and planning milestones achieved by the responding jurisdictions. Figure presents the percentage of jurisdictions that have (i) signed the U.S. Mayors Climate Protection Agreement (MCPA) or U.S. Cool Counties Stabilization Declaration (Cool Counties Declaration), (ii.) Engaged multiple participants such as city staff, consultants, and community members to assist with climate action planning, (iii) Completed a baseline inventory of GHG emissions associated with local government operations and facilities , (iv) Adopted municipal GHG emission reduction targets, (v) Adopted a Municipal Climate Action Plan to achieve the emission reduction targets, (vi) Completed acommunity-wide baseline emission inventory, (vii) Adopted acommunity-wide emission reduction target, (viii) Adopted acommunity-wide Climate Action Plan to reduce emissions from the baseline levels to the established reduction targets. Responses indicatingthat milestone will be completed by the end of 2008 are also indicated. PAGE i I A Report on Climate Protection Policies and Practices in San Mateo and Municipal Emission Reduction Planning To reduce GHG emissions associated with local government operations, jurisdictions need suitable baseline emission data, an emissions reduction target, and a plan for achieving this target. The first step is for the jurisdiction to complete an inventory of GHG emissions associated with its operations and facilities from electricity use, natural gas use, fleet vehicles, and other sources. Such an inventory involves a detailed assessment and review of emissions associated with the jurisdiction's operations and facilities. Recall that figure 4 shows the results of such an inventory for the city of San Mateo. Our survey asked jurisdictions if they have inventoried emissions or if they plan to do so by the end of 2008. Figure 8 shows the following key results: Municipal emission inventories have been completed by seven (25%) of the responding jurisdictions [93% by the end of 2008] Another key step in reducing emissions from government operations is establishing an emission reduction target. With a baseline emissions inventory and reduction targets, a jurisdiction has a quantitative basis for managing the carbon footprint associated. with its operations. Figure 8 also presents the aggregate results for jurisdictions that have set municipal emission reduction targets. • Municipal emission reduction targets have been established by 6 jurisdictions (21%). To achieve the GHG emission reduction goals starting from the baseline emissions inventory, a plan of action-a Municipal Climate Action Plan (MCAP)-needs to be developed by a jurisdiction. This action plan identifies the approach that will be used to reduce GHG emissions from city or county operations. In our Cool Cities survey, we asked jurisdictions if they have already developed and Santa Clara County Jurisdictions adopted an MCAP or if they plan to do so in 2008. Key results can be seen in figure 8: Municipal Climate Action Plans have been developed by only four jurisdictions (iq,%) -San. Mateo, Palo Alto, San Jose, Sunnyvale [5Z% by end of 2008] . Exemplary Leaders: San Mateo, Palo .Alto, San Jose, and Sunnyvale have all completed keymilestones in reducing GHG emissions associated auith municipal government: completion of baseline inventories, establishment of reduction targets, and adoption of Municipal G'limate.Action Plans Community-wide Emission Reduction Planning Since municipal operations account for only a few percent of the GHG emissions from a typical jurisdiction (see Figure 3, for example), it is essential that cities and counties develop policies and programs to reduce community-wide emissions. An important first step to developing such a plan is to develop an inventory of GHG emissions within the jurisdiction as a whole. • Community-wide GHG emission inventories have been completed by io (36%) of the responding jurisdictions [64% by end of 2008]. This number is somewhat higher than the number of jurisdictions reporting completion of a municipal inventory possibly because acommunity-wide inventory is often somewhat more straightforward to complete. This results from the fact that a first community-wide assessment provides a coarse picture by sector (buildings, transportation, PAGE i2 A Report on Climate Protection Policies and Practices in San Mateo and Santa Clara County jurisdictions etc.) and data from utilities and other sources are organized in a manner that makes such a community-wide assessment more straightforward. In contrast. a detailed evaluation of the emissions associated with the many operations of a local government requires finer scale data and more analysis. Table ~ presents the community-wide emission reduction targets set by the four responding jurisdictions (iq,%) that have set a target. TABLE 2: Community-Wide Emission Reduction Targets • 2009 emissions less than 2006 baseline San Mateo Exceed 2020 state target of (city) emissions ~ 19901evels • Meet state target of 80% below 1990 by 2050 Cool Counties Declaration Targets: • Stop increasing by 2010 San Mateo County 10% reduction every five years thereafter • 80% below current levels by 2050 Palo Alto 15% reduction by 2020 Sunnyvale 7% below 19901evels by 2012 To achieve these community-wide emission reductions, a Climate Action Plan (CAP) is needed. Figure 8 and Table i show the following results: • Community-wide Climate Action Plans (CAPS) have been developed and adopted by a mere two of the responding jurisdictions (z%) -Palo Alto and San. Mateo [32% by the end of 2008] . Fa~emplary Leaders: Palo Alto and San Mateo both have shown exceptional leadership by achieving all major milestones for both municipal and community-wide GHG emissions reductions: completion of baseline inventories, establishment of reduction targets, and adoption of ClimateAction Plans. The results in this section reveal that local governments in San Mateo and Santa Clara Counties show rapidly growing engagement on climate protection. However, achievement of essential milestones toward emission reduction is still generally lagging and not consistent with Silicon Valley's historic leadership role in other areas. The high level of completed municipal emission inventories expected bythe end of X008 as well as the expected completion ofcommunity-wide inventories by nearly two-thirds of the jurisdictions is encouraging. An organized systematic effort to quantify and reduce GHG emissions involves all of the above milestones. However, many jurisdictions have already taken or will soon take specific actions that reduce GHG emissions even in the absence of achieving some or all of these planning milestones. In the following sections, we report on survey responses regarding actions that have already been taken or will soon be taken to reduce GHG emissions. PAGE i3 ~ ~ M z ~ t ~,z i f+ ~ 1 4~ rP ; r i z w a t t t M ~ t ~+ 4 s~ t~~ ~~ ~~-~ ; i ~~~ ~~: a :~ x ~~tt. 'oh r ~ £' c i~ ,.t t Completed: Expected by end of 2008: (X) Climate Action: Commitment eT' Planning Milestones SAN MATEO COUNTY Atherton ^ Belmont Brisbane (X) ~u'< burlir~g~srr~~ , ;fir ~` Foster City ------ (X) Menlo Park Pacifica - ___ (X) Redwood City -- (X) --. _ _ San Bruno (X) <~rs ~.~atec~ San Mateo County (X) South San Francisco (X) Woodside (X) SANTA CLARA COUNTY Campbell Cupertino t~pii.ry Los Altos Los Altos Hills Los Gatos Milpitas Monte Sereno M<~r~ra~n F-iill Mountain View Palo Alto San ~ose Santa Clara Santa Clara County Suxsrt~r~,P<~le (X) (X) (X) (X) (X) ;, (X) (X) (X) (X) (X) (X) (X) (X) Transyortation Poli (X)_ (X) (X) (X) (X) (X) {X) l ---- - ---- --_.. _ _-ss (X) (X) - _ __ __ (X)-- (X) (X) (X) ~~ (X) (X) (X) (X) (X) ---- (X) (X) Table 1: Results by Responding Jurisdiction. Commitment and Planning Milestones; "MPCA/Coot Counties Signings": Signed the U.S. Mayors Climate Protection Agreement (MCPA) or U.S. Coot Counties Stabilization Declaration (Cool Counties Declaration). "Multiple Participant Engagement": Engaged multiple participants such as city staff, consultants, and community members to assist with climate action planning. "Municipal Emission Inventory": Completed a baseline inventory of GHG emissions associated with local government operations and facilities. "Municipal Reduction Targets": Adopted (X) (X) __(X) (X) (X) Municipal Community-Wide Municipal Community- Community- Procurement Municipal MCPA/ Cool Multiple Municipal Municipal Climate Wide Wide Climate Policies Employee Counties Participant Emission Reduction Action Emission Reduction Action Favoring Green Commute Signings Engagement Inventories Targets Plans Inventories Targets Plans Fleets Incentives (X) (X) (X) municipal GHG emission reduction targets. "Municipal Climate Action Plan": Adopted a Municipal Climate Action Plan to achieve the emission reduction targets. "Community-Wide Emission Inventories": Completed a community-wide baseline emission inventory. "Community-Wide Reduction Targets": Adopted acommunity-wide emission reduction target. "Climate Action Plans": Adopted acommunity-wide Climate Action Plan to reduce emissions from the baseline levels to the established reduction targets. Responses indicatingthat milestone will be completed by the end of 2008 are also indicated. e f~S~~ ~if; ~~ ~~ .~.}Fi ~ra }!fl .43 fx~4L ~~"Y ~.:~+~~~ <._ Ir •~, ~4 ~~ _ } ` i ~~ III ~ ~ ` ~ a.~ ! `} 4f ` ,k., ~ ; `?~Y= , •~ 54 t ~ ~ r Y t t -.t S -~~ yi•A it ~ Z . q y S~^ 1~ , r3~ Ys 'krt f~ ~ st-~~,a,._~ ~ s~1d si e:,r t ~~ "t i~~ ~''}r ~ '~ ~,~a :4 ,. ,r ~ } _ x .*r ~ t SiS... -:,~~ ~ Fa*-ba<.' ~r ..t +i t yr is ~~4 i + ~ it .~ +,k zt ;~ ~ ^z ;.,r t~~ t~ , ~~ 4 ~ 'f" t k`Y' i - t .?' ilestones Green Building lyacentives er Requirements Municipal Commercial Residential ;ansit-Oriented, Existing Existing Existing c. Development New Existing New Building New Building Building Building New Building New Building Building Existing Building ncouragement Buildings Buildings Incentives Requirements Incentives Requirements Incentives Requirements Incentives Requirements ....___._____.. __ _. .._..._____.. __ lX) lX) lX) ~X} Transportation Policy Milestones: "Procurement Policies Favoring Green Fleets": jurisdiction has policy favoring the purchase of alternative technology or alternative fuel vehicles ("green vehicles"). "Municipal Employee Commute Incentives": jurisdiction has incentives for municipal employees to commute using modes other than single-occupancy vehicles. "Transit-Oriented, etc. Development Encouragement": jurisdiction states it has policies that encourage transit-orientated or mixed-use development. Green Building Incentives & Requirements: New municipal building and commercial building incentives and requirements are for those that meet LEED Silver certification, equivalent or better. Existing municipal and commercial building incentives and requirements are for those meeting LEED-EB Certified level, equivalent or better. New residential building incentives and requirements are for those buildings that meet BIG GreenPoint-Rated 50 points, equivalent or better. Finally, for existing residential structures, incentives and requirements are based on a minimum number of BIG GreenPoint-Rated points. A Report on G'~imate Protection Policies and Practices in San Mateo and Santa ~`tara GountrJurisdictions ~~ ~' ~; ~n~ Transportation comprises about 50% of total GHG emissions in our region and represents the largest single source of emissions (see Figures 2 & 3). Although cities and counties cannot directly regulate emissions from vehicles, they can craft policies and programs that reduce transportation emissions from local government operations and/or encourage greater use of mass transit or other alternate forms of transportation by residents and employees. Municipal actions to reduce transportation-related GHG emissions range from upgrading their fleets to more climate-friendly technologies, encouraging alternative modes of transportation for their employees, and promoting transit-oriented or mixed-use development in the community. Municipal Emissions Figure 4 shows that emissions associated with vehicle fleets and employee commutes represent a significant portion of overall emissions from government operations and facilities. Hence one way to reduce transportation emissions is by purchasing vehicles that produce fewer or no GHG emissions per mile. Alternative fuel vehicles include those running on compressed natural gas (CNG) and those running on biofuels. CNG vehicles produce fewer emissions per mile through more efficient combustion of the simple methane molecule in natural gas. Biofuels can reduce the net emission of carbon dioxide since carbon dioxide was absorbed from the atmosphere by the plants that provided the materials for biofuels production, and the combustion of the biofuel releases the carbon dioxide back into the atmosphere. Depending on the process used to produce the biofuel, the net release of C02 into the atmosphere per mile of vehicle travel can be much smaller than that from combustion of gasoline. However, it is important to note that production of the biofuel ethanol from corn produces very little benefit in reducing net emissions of carbon dioxidel~. Alternative technology vehicles include hybrid-gas/electric or all electric vehicles, for example. Atherton Belmont Brisbane Burlingame Campbell Cupertino Foster City Gilroy Los Altos Los Altos Hills Los Gatos Menlo Park Milpitas Monte Sereno Morgan Hill Mountain View Pacifica Palo Alto Redwood City San Bruno San Jose San Mateo (city) San Mateo County Santa Clara (city) Santa Clara County South San Francisco Sunnyvale Woodside Percentage of Vehicle Fleet (%) Figure 9: Percentage of local government vehicle fleets powered by alternative fuels and/or technologies. Solid bars show percent ranges chosen by the responding jurisdictions. See text for details. Figure g presents responses to our query on the percentage of local government vehicle fleets powered by alternative fuel and/or alternative technology vehicles. PAGE 16 0% 20% 40% 60% A Report on Climate Protection Policies and Practices in San Mateo and • Seventeen jurisdictions (6i% of the respondents) have fleets with i- 20% alternative vehicles. Six (21%) of the jurisdictions have 2i-4o% of their fleets made up of such vehicles. Although the vast majority of cities do not currently have many alternative vehicles in their fleets, jurisdictions that have or soon will adopt procurement policies favoring the purchases of alternative vehicles could significantly reduce the C02 emissions of vehicle fleets in coming years. Such policies can not only directly reduce emissions associated with municipal operations, but also they can increase the market for development and production of such vehicles and, therefore, increase the selection and decrease the cost of these vehicles in the future. Exemplary Leaders: Redwood City and Santa Clara has shown exceptional leadership by including 80 % and 88 % hybrids in their sedan fleets, respectively Figure io displays the responses to our question on whether jurisdictions currently have procurement policies that favor the purchase of alternative fuel or technology vehicles. Results for individual jurisdictions are presented in Table i. • Policies favoring acquisition of alternative fuel or alternate technology vehicles are reported by i4 jurisdictions (~o%) [Zi% expect to have such policies in place by the end of 2008] . Our results show that green vehicles are slowly becomingpart of manylocal government fleets but rapid increases are likely soon as many jurisdictions adopt procurement policies favoring such purchases. Santa Clara County Jurisdictions Procurement Policies Favoring Green Vehicles Municipal Employee Alternate Commute Incentives Transit-Oriented or Mixed-Use Development Encouragement rjo% (71 % by end of 2008) 29% 61% (4 or more (1 or more incentives) incentives) 79% 0 20 40 60 80 10a Percentage of Responding Jurisdictions (%) Figure 10 : Transportation policy milestones achieved by responding jurisdictions. (i) Percentage with procurement policies favoring the purchase of alternative technology or alternative fuel vehicles ("green vehicles"). (ii.) Percentage with incentives for municipal employees to commute using modes other than single-occupancy vehicles. (iii.) Percentage stating they have policies that encourage transit-orientated or mixed-use development. Local governments can also have an impact on emissions associated with their operations by offering incentives for employees to switch from driving to work alone in a car to some alternative means of transportation that reduces C02 emissions per person. In the case of San Mateo (see Figure 4), emissions associated with employee commutes account for almost the same level of emissions as the city's vehicle fleet. Therefore, we asked local governments whether they offer incentives for employees to use any of the following alternatives to single-occupancy vehicles: public transportation, carpools, vanpools orcar-sharing, a bicycle or walk to work, and/or other alternative transportation. Figure ii presents the responses to this question for each jurisdiction, and Figure io presents the results in aggregate form. PAGE i~ A Report on Climate Protection Poi-ides and Practices in San Mateo and Santa Clara County~Jurisdicti,ons - Public transportation incentives for employees r , _ Van~pool + r Baas-sharing incentives for employees _ Biking or walking incentives for employees - Other alternative transportation incentives Atherton Belmont Brisbane _ Burlingame Campbell Cupertino - Foster City Gilroy Los Altos Los Altos Hills Los Gatos Menlo Park Milpitas Monte Sereno - Morgan Hill Mountain View -~® Pacifica Palo Alto Redwood City ~ ' j San Bruno San Jose San Mateo (city) San Mateo County Santa Clara (city) Santa Clara County South San Francisco ^ Sunnyvale Woodside Figure 11: Municipal employee alternative commute incentives of~ered by responding jurudictions. Color bars correspond to different types of incentives for municipal employees to commute to work not using asingle-occupancy vehicle. Incentives types correspond to the response options for this question. • One or more incentives are offered by iZ (6i%) of the responding jurisdictions. • Eight jurisdictions (29%) stand out for providing all of these incentives toemployees- Burlingame, Foster City, Menlo Park, Milpitas, Redwood City, San Jose, San Mateo County, and Santa Clara County. More jurisdictions need to offer multiple incentives for alternative commuting methods and provide a model for the private- sector toaddressthe large contribution of the transportation sector. Exemplary Leaders: Burlingame, Foster City, Menlo Park, Milpitas, Redwood City, San Jose, San Mateo County, and Santa Clara County have shown exceptional leadership by offering 4 or mare types of incentives for employees to adopt alternative commutes. Community-Wide Emissions Local government has authority over development or land-use decisions within the community and this authority provides a powerful and effective means of reducing single vehicle use. Smart land use planning, also known as "smart growth" is a critical tool for cities and counties of all sizes to embrace to accommodate population growth while at the same time trying to drive down GHG emissions. Studies show that "people living in places with twice the density, diversity of uses, accessible destinations and interconnected streets drive about a third less than otherwise comparable residents of low-density sprawl~0. Furthermore, the energy associated with getting people to and from the average building is typically around 30% greater than energy used for building operation. For newer more efficient buildings, the difference is even greater. These comparisons illustrate the importance of considering the relative locations of our housing, offices, and retail spaces in addressing community GHG emissions. Since encouraging transit-oriented ormixed-use development can have an important impact on transportation emissions within a community, PAGE is A Report on Climate Protection Policies and Practices in San Mateo and Santa Mara County Jurisdictions jurisdictions were queried as to whether they currently encourage transit-oriented development or mixed-use development to reduce automobile use and encourage alternative transportation use. Figure io shows that 22 (Z9%) of the reporting jurisdictions currently encourage such development, and the specific jurisdictions are enumerated in Table i. As jurisdictions seek to implement the MCPA or Cool Counties Declaration, the importance of GHG emissions associated with transportation will necessitate multiple actions to reduce emissions from this source. Other types of actions might include funding or seeking funds for free community shuttles, which would encourage residents to reduce car use. Similarly, incentives for, or requirements on, employers to reduce employee commutes by single-occupancy vehicles maybe helpful. In addition, municipal leaders need to engage with regional anal county public transportation authorities '.~~' ~ ~- ~` .~. . ~" Buildings represent 3g% percent of GHG emissions in the U. S.' ~ .Over the next 2~ years, these emissions are projected to increase faster than any other sector's emissions. So the practice of green building, and policies that support it, are a critical and urgent piece of a broader strategy to reduce our global warming emissions. Green building applies a "whole systems" approach to the design, construction and operation of buildings. Those who build "green" consider (i) efficient and responsible use of the building site, such as the site's natural characteristics and appropriate landscaping, (2) efficient resource use -using materials, energy and water wisely, (3) high quality indoor air by selecting materials lower in chemicals or the installation of mechanical ventilation, and (4) community issues, such to increase mass transit options and convenience for residents. Combining vehicle miles traveled (VMT) with the average fuel economy of the vehicle fleet (mpg), GHG emissions associated with vehicle use can be roughly estimated but only very roughly at the scale of a city. As jurisdictions seek to measure the impacts of their policies to reduce GHG emissions from the transportation sector in their jurisdictions, accurate city orcounty-specific data on VMT, or ideally, more direct measures of GHG emissions from vehicles will be needed. State-level action - such as requiring that annual car registrations include an odometer reading -could assist local jurisdictions. Such a requirement would facilitate collection of data on annual miles traveled, vehicle make and hence miles per gallon, and zip code information, which in turn, would enable an accurate determination of aggregate annual carbon dioxide emissions from vehicles registered in a city or county. '; "~ ~ y ~, ~, F as siting within easy access to public transit2~. Therefore, such buildings reduce GHG emissions associated with the construction and use of the building. Local jurisdictions that encourage green building generally rely on two voluntary certification systems that can be used to assess how "green" a building project is. The U.S. Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) Green Building Rating SystemTM is generally considered the benchmark for commercial green building23. Under the LEED ratings system, building projects meeting certain prerequisites and performance benchmarks may earn credits toward certification. Based on the score attained, projects may be awarded Certified, Silver, Gold, or Platinum certification. For residential buildings, PAGE i9 A Report vn G'dimate Protection Policies . and .Practices in San Mateo and Build It Green's (BIG) GreenPoint Rated verification system is becoming the regional standard, with support from the Home Builders Association of Northern California and the Association of Bay Area Governments24. Further, the Home Builders Association will promote mandatory green building standards based on GreenPoint Rated in all ioi cities and counties in the Bay Area. A GreenPoint rating of ~o points is being promoted by BIG as a minimum standard for a green building. Since the LEED and GreenPoint Rated systems are accepted systems for evaluating green buildings, we surveyed j urisdictions on their policies to encourage or require LEED Silver Certification, equivalent, or better for new municipal and commercial buildings. For new residential structures, we asked if they encourage or require BIG GreenPoint-Rated 5o points, equivalent, or better for residential buildings. A key challenge of addressing GHG emissions associated with the building sector is that the vast majority of buildings are existing structures. Opportunities to address this challenge occur, for example, when major renovations or remodels occur, when a building is sold, or by providing attractive financing for green building upgrades. The USGBC has created LEED-EB certification levels for existing buildings. Recognizing the importance of the existing building stock, we asked the cities and counties if they encourage and/or require LEED- EB certification, equivalent, or better at the time of major renovations or remodels of existing municipal or commercial buildings. For existing residential structures, we asked if incentives or requirements exist for a minimum number of BIG GreenPoint- Ratedpoints. Figure i2 presents aggregate results from our green building questions, and Table i presents results for individual. jurisdictions. Santa Clara G'ounty Jurisdictions Municipal New Buildings Existing Buildings Commercial New Buildings: Incentives New Buildings: Requirements Existing Buildings: Incentives Existing Buildings: Requirements Residential New Buildings: Incentives New Buildings: Requirements Existing J`.esEdirrgs: Rest sire+~ents _ Current policy ~ Expect by end of 2008 32% (as%) 21 % (32%) 1$% (36%) 7% (29%) 4% (29%) (ts%) 11 % (36%) 7% (36%) _. ~°o ~~.~ '.. 25J d U LU 4u °u au Percentage of Responding Jurisdictions (%) Figure 12: Green building incentives er requirements for the responding jurisdictions. Each stacked bar presents the percentage of jurisdictions with the following policies either currently in place or expected by the end of 2008. New municipal building and commercial building incentives and requirements are for those that meet LEED Silver certification, equivalent or better. Existing municipal and commercial building incentives and requirements are for those meeting LEED-EB Certified level, equivalent or better. New residential building incentives and requirements are for those buildings that meet BIG GreenPoint-Rated SO points, equivalent or better. Finally, for existing residential structures, incentives and requirements are based on a minimum number of BIG GreenPoint-Rated points. PAGE 20 A Repart on G`limate Protection Policies and Practices in San Mateo and Santa Clara County Jurisdictions Municipal Buildings • LEED Silver Certifications, equivalent, or better for new municipal buildings are currently required in 9 (32%) of the responding jurisdictions [46% by the end of 2008] . Adoption of LEED-EB certification requirements for existing buildings undergoing major renovations is still low (21% or 6 jurisdictions) but essential for reducing GHG emissions as most buildings fall into this category [32% expect to adopt such requirements by end of 2008]. Commercial and Residential Buildings Key results on new privately-owned buildings: • Incentives for LEED Silver Certified, equivalent, or better for new commercial buildings currently exist in ~ jurisdictions (i8%) [36% by the end of 2008] . • Requirements for LEED Silver Certified, equivalent, or better for new commercial buildings currently exist in 2 jurisdictions (z%) [2g% by the end of 2008] Local governments are increasingly adopting significant green building standards for their buildings but more effort is needed to spur green renovations in existing buildings. Further action maybe spurred by existing efforts by city and cou my associations. The Santa Clara County Cities Association (SCCCA) has adopted a green building policy for municipal buildings in the cities in its purview. SCCCA recommends that cities in the region lead by example, by adopting the LEED Silver threshold for new municipal buildings25. Exemplary Leaders: San Mateo, Campbell, Cupertino, Los Gatos, Morgan Hill, and San Jose have all shown exceptional leadership by adopting policies to require LEED Silver certified, equivalent, or better for new municipal buildings and to require LEED EB, equivalent, or better for major renovations of existing m,unticipal buildings. • Incentives for new residences to achieve Build It Green 5o point ratings, equivalent, or better exist in 3 jurisdictions (ii%) [ 36% by the end of 2008] • Requirements for new residences to achieve Build It Green 5o point ratings, equivalent, or better exist in 2 jurisdictions (Z%) [36% by the end of 2008] Exemplary Leaders: Brisbane and Pacifica have both shown exceptional leadership by requiring LEED silver certified, equivalent, or better for new commercial buildings. San Mateo County and Los Altos have also shown exceptional leadership by requiring Build It Green so point ratings, equivalent, or better for new residences" Therefore, our survey results show progress on encouraging or requiring new privately-owned buildings to meet significant green building standards is currently still weak. However, the large increase in the percentage of jurisdictions expecting to have incentives or requirements by the end of 2008 is good news. The overall trend toward high-bar green building standards for new commercial and residential buildings is somewhat encouraging although the absolute percentages bythe end of 2008 will still be relatively small. PAGE 2i ,A Report on ~'limate Protection PoZieies and Practices in San Mateo and Santa Clara County Jurisdictions Key results on existing privately-owned buildings: • Only one city (4%) -San Bruno -encourages LEED EB or equivalent for commercial buildings (2g% expect to do so by end of 2008) • No jurisdiction currently requires LEED EB or equivalent for commercial buildings (i8% expect to do so by end of 2008) • Only one jurisdiction (4%) -San Mateo County -provides incentives for a minimum number of BIG points for existing residences (2g% expect to do so by end of 2008) • Two jurisdictions (Z%) -San Mateo County and LosAltos - require a minimum number of BIG points for existing residences (25% expect to do so by end of 2008) Exemplary Leaders: fan Bruno, San Mateo County, a.nd Las Altos h,a.t~e adopted policies to encourage and~i car require sigr~,i ficant green building standards f or mayor renovations ar remodels of existing~~tic~utety-owned buildings. Our results indicate that the challenge of encouraging or requiring existing buildings to meet significant green building standards after major renovations or remodels is not being met. Addressingthis challenge is essential since so much of our building energy use and loss comes from existing buildings. Note added at press time: Since this survey was completed, the City of Palo Alto has adopted a new green building ordinance. Palo Alto's green building requirements apply to new commercial and residential structures (including multi-family) and those undergoing major renovation; the certification requirements meet or exceed those reported here for other jurisdictions.26 Clean energy technologies which do not result in emission of GHGs are an essential component of any strategy to reduce GHG emissions locally as well as globally. As the world's economies and population grow, energy demands will rise dramatically and energy efficiency and conservation measures- such as those discussed in previous sections -alone cannot meet this rising need27. Solar energy provides an abundant clean energy source of sufficient magnitude to meet projected world energy demands. In fact, using existing solar photovoltaic technology all of the U.S.'s energy needs could be met with a solar photovoltaic array spanning 25o km x 25o km in the Arizona desert28. s t ~~ , ~~ ~ ~ ~x , r~ i }x ~o' ~ yip` l ~ £ (~ ~a ~ ,~,, fi i y t t`,,S ~lx~t`4~y ~ + .4;"tS j1Yi~,~~~ .~,. i y ,+ At present Federal and State tax incentives and rebates are needed to make solar photovoltaic (PV) technologies cost competitive with the current major sources of electricity based on fossil fuels'y. However the costs of solar PV are decreasing through production changes and through gradually growing economies of scale. Local governments can facilitate the adoption of solar PV technologies in significant ways. First, they can lead by example by modeling the deployment of solar PV on government buildings. Moreover, the cumulative impact of purchases by local governments can increase the demand for solar PV systems and bring down costs. Furthermore, broad adoption of solar PV systems PAGE 22 presents a significant and growing opportunity for local clean technology companies which will benefit from increased demand for solar systems. Local governments can directly extend the impact to the community by adopting policies that reduce the local costs associated with the installation of solar PV systems. For example, almost all cities and counties charge a solar permit fee to install solar PV systems. By reducing or eliminating these fees, local government can have a notable impact on lowering solar PV costs. In addition, other aspects of the permitting of solar systems by local jurisdictions can introduce delays that lead to increased labor costs. Municipal Solar Power Generation Capacity We queried the responding jurisdictions to determine the total peak solar power generation capacity of installed solar PV systems on municipal government buildings and other facilities. By asking for the peak power capacity of the systems we can properly inter-compare the systems. Figure i3 shows these results for the responding jurisdictions that have solar power generation capacity. Solar power generation capacity for government operations is reported by only 6 (2i%) of the responding jurisdictions • Solar power generation capacity over ioo kW is reported by only 3 of the responding jurisdictions (ii%) In addition, several jurisdictions reported noteworthy developments relating to municipal solar power: • Menlo Park is proposing a 3,-5o kW system. • Morgan Hill has approved a i~ kW system which will be installed by the end of the year. A Report on Climate Protection Policies and Practices in San .Mateo and Santa Clara County,jurisdictions Los Altos Hills Mountain View PiCB$?C8 San Jose San Mateo County Sunnyvale Figure 13: Municipal solar power generation capacity of local governments in San Mateo and Santa Clara Counties. Total peak power generation capacity of solar photovoltaic (PV) systems on local government facilities is displayed for the responding jurisdictions that have such capacity. Unlisted responding jurisdictions reported no solar power generation capacity. Palo Alto has installed solar arrays as technology demonstration projects Exemplary Leaders: Pacifica, San Mateo County, and San Jose have shower, exceptional leadership by installing solar photovoltaic. systems with power capacities exceeding i' o0 k~for municipal electricity needs. Steps Taken to Facilitate Installation of Solar Power in the Community We surveyed the jurisdictions on which, if any, of the following steps have been taken to reduce barriers to solar power in the community: Reduced or eliminated solar permit fees; Expedited solar permitting; Promoted alternative financing for solar (e.g. solar co-ops, Power Purchase agreements, special financing districts). Figure i4 presents the responses to this question. Key results are: PAGE 23 Peak Power Output (kilowatts) • Permit fees have been reduced or eliminated by 25 of the responding jurisdictions (8g%). • Expedited solar permitting is reported by i i of the jurisdictions (39%). • Alternative financing for solar power systems has been promoted by 5 of the responding jurisdictions (i8%). Reductions in permit fees for solar PV installations can be credited almost exclusively to the Loma Prieta Chapter's solar Permit Fee study~0, which was issued in 2005, and the subsequent follow-up efforts and press coverage. The study revealed quite large variations in solar permit fees, and many jurisdictions subsequently reduced or eliminated their high fees as is reflected in the results presented here. Exemplary Leader: San Mateo County has shown exceptional leadership by both having the largest municipal solarpowergeneration capacity of the responding jurisdictions and by encouraging solar power in the community through both reduced permit fees and expedited permitting. Our results show that surprisingly few local governments have the capacity to generate solar power from systems on their facilities while at the same time the vast majority of the jurisdictions are facilitating the installation of solar power systems in the community. A Report on G`limate Protection Policies and Practices in San Mateo and Santa Clara County Jurisdictions -, Reduced or eliminated permit fees - Expedited permitting Promoted alternative financing Atherton - Belmont _ Brisbane Burlingame - Campbell Cupertino --- Foster City Gilroy Los Altos Los Altos Hills Los Gatos Menlo Park Milpitas -- Monte Sereno Morgan Hill Mountain View Pacifica Palo Alto Redwood City San Bruno San Jose San Mateo (city) San Mateo County Santa Clara (city) Santa Clara County South San Francisco Sunnyvale ._ Woodside Figure 14: Steps taken by responding jurisdictions to reduce barriers to solar power installation in t6ie community. Color bars correspond to the different response options listed for facilitating solar power system installation. See text for details. PAG E z4 .A Report on Climate Protection Pot ides and Practices in San Mateo and Santa Clara County~Jurisdictions yp Toy, A.~ i ~' ,£' R R4t~ •. tF f 4 4 ~i ~, } Sy is ~ ~ ~ t "~ + Water Efficiency Measures to encourage watershed protection and promote lower water use, through greater efficiency, are motivated both by the stress that climate change places on our water resources as well as the direct emissions that arise from water use. Increased air and water temperatures contribute to declining Sierra snowpack. This snowpack effectively stores water (in the form of snow) for use in warmer months (as it melts). Reduced snowpack accompanied by earlier springtime threatens the availability- of summer water. This, coupled with intense summer drought conditions, such as we are currently experiencing, puts undue stress on our water resources which is only predicted to worsen'. Furthermore, our flood protection structures may not be able to handle future flows as rising tides, associated with climate change, overwhelm. levees in the Sacramento-San Joaquin delta, in the South Bay, and elsewhere. In addition, the energy required to pump, purify, and heat water and wastewater contributes directly to greenhouse gas emissions. In this survey, we looked at several different measures that local jurisdictions are taking to reduce water use. These include the following: • Incentives for installing low-flow toilets; • Incentives for drought-tolerant or native landscaping; • Use of reclaimed water • Public education • Otherrneasures Some examples of "other measures" include: no longer purchasing water bottles for City Council and other city meetings (Los Altos), providing incentives for efficient clothes washers (several cities); and using reclaimed water (in new Santa Clara County buildings). Figure i5 presents the responses from each jurisdiction. Key results are: • Action to encourage water-use efficiency is being taken by all respondents but one (g6%). • Four or more steps to encourage increased efficiency of water use and water conservation are beingtaken by 5 jurisdictions (i8%). At least one step to encourage water-use efficiency and/or conservation has been taken by the vast majority of jurisdictions, but much more action is needed to match the challenge posed by expected changes to the Sierra Nevada snowpack resulting from climate change. Solid Waste Solid waste that ends up in landfills produces methane, a potent greenhouse gas. Cities and counties can avoid a significant amount of methane generation by diverting reusable, recyclable and compostable products from the landfill through education and their solid waste collection system. California law requires municipalities to divert at least 50% of their waste31 • Twelve jurisdictions (q,3%) significantly exceed the state mandate of 50% solid waste diversion rates. PAGE 2s A Report on Climate Protection Policies and Practices in San Mateo and Exemplary Leaders: Atherton, Belmont, Brisbane, Los Altos Hills, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, Redwood City, San Mateo County, Sunnyvale, and Woodside report diversion rates between 6o and So %." Support from Resources Beyond pities and Counties The challenge of addressing GHG emissions in a typical community involves technical, financial, and other issues which transcend any one community. Examples of technical needs include proper methodology and software tools for evaluating emissions inventories and for financial analysis of proposed emission reduction actions. Another example would include guidance on creation and implementation of a green building ordinance. Financial. needs could include funding for staff time to work on climate protection activities or financial assistance for investments in new energy efficiency measures or solar power generation capacity. Hence, support for cities and counties from outside agencies and initiatives is essential and can potentially facilitate and accelerate climate action. The Climate Protection Program of the Bay Area Air Quality Management District (BAAQMD)32 includes several initiatives to assist local governments. The District's ICLEI-BAAQMD Workshop Series has held workshops on developing GHG emission inventories and selecting climate protection strategies. The impact of these workshops on evaluations of community-wide emission inventories is suggested by our results on commitment and planning milestones (figure 8). These results show that action on key climate protection milestones beyond the initial commitment is still weak except in the case of Santa Clara GountyJurisdictions - Incentives for installing low-flow toilets - Incentives for drought-tolerant native landscaping ® Use of reclaimed water - Public education - Other measures Atherton - Belmont _ Brisbane Burlingame - Campbell Cupertino Foster City Gilroy ®- Los Altos - Los Altos Hills - Los Gatos - Menlo Park Milpitas Monte Sereno - Morgan Hill Mountain View Pacifica Palo Alto Redwood City San Bruno San Jose San Mateo (city) San Mateo County -- Santa Clara (city) ~® Santa Clara County South San Francisco Sunnyvale Woodside Figure 15: Steps taken by cities and counties to increase efficiency of water use. Color bars correspond to the different water conservation and efficiency response options offered in the question. emission inventories. Ten (36%) of the jurisdictions responding to our survey have completed such an inventory while 64% expect to do so by the end of 2008. PAGE z6 A Report on G'dimate Protection Policies and Practices in San Mateo and Santa G2ara County Jurisdictions Joint Venture Silicon Valley (JVSV) Network's Climate Protection Initiative33 has offered a special volume purchase agreement with ICLEI18 to reduce the cost of having individual public agencies in San Mateo and Santa Clara Counties perform State Leaders and/or Agencies municipal GHG emission inventories. The impact of this initiative can also be seen in our results in Regional Initiatives figure 8, where although 7 (2~%) of the responding and/or jurisdictions have already completed a municipal Agencies inventory, 93% expect to have completed an inventory by the end of 2008. The City/ County Association of Governments (C/CAG)34 in San Mateo County created a program to provide $6,50o to each city in San Mateo County that agreed to participate in the JVSV program to reduce the cost of municipal emission inventories. The results in Table i suggest that this program likely had an impact since every responding jurisdiction in San Mateo County expects to have completed a municipal emissions inventory by the end of 2008. Figure 16: Assessment ofsupport from resources beyond city or county governments. Percentages of jurisdictions listing support as "Very helpful" (green), "Somewhat helpful" (blue), "Not at all helpful" (orange), or "No opinion" (red). Assessment ofsupport from state government leaders and/or agencies as well as from regional initiatives and/or agencies was surveyed. Total length of each bar corresponds to 100%. State government leaders and/or agencies were listed as very helpful or somewhat helpful by 50% of responding jurisdictions The California Air Resources Board (GARB) is the lead agency for implementation of The California Global Warming Solutions Act of 2006 (AB 32). The agency has issued its Climate Change Draft Scopi,ng Plan15 for reducing GHG emissions in California to meet the AB 32 targets. The plan addresses a wide array of emission reduction measures including action by local governments and regional emission reduction targets. Our questionnaire asked jurisdictions to assess the support that regional initiatives and/or agencies have provided to their climate protection efforts; a separate question asked for an assessment of support from state government leaders and/or agencies. Aggregate responses are presented in figure i 6. Regional initiatives and/or agencies were listed as very helpful or somewhat helpful by 89% of responding jurisdictions. These findings mirror our earlier results that regional initiatives and agencies have been quite helpful in stimulating climate protection efforts of cities and counties. The significantly lower assessment of state level support may reflect the focus by GARB on developing a broad plan for meeting the AB 32 target of reducing emissions by approximately io% from current levels by 2020. However, the Climate Change Draft ScopingPlan does seem to underestimate the potential for early emission reduction gains from local government action given the rapidly growing engagement of local governments in the Bay Area and elsewhere on climate protection. The draft scoping plan also does not properly quantify the emission reductions that would be possible through early local government action. In addition, the draft plan does not provide for much- needed guidance and technical and financial assistance for cities and counties interested in taking early action. PAGE 2~ A Report on Climate Protection Policies and Practices in San Mateo and Santa Clara County Jurisdictions y ,~ „r, ,~~; ~; .~~ ~}. t . ~~~ ' Our Cool Cities Local Government Climate Action Survey results show a growing level of engagement by local governments to reduce GHG emissions from the Silicon Valley Region. However, the region's historic role as a leader does not yet extend to action on the climate change challenge. Key metropolitan areas such as Portland, Oregon and Seattle, Washington have progressed much further and faster in reducing GHG emissions and in planning for climate change impacts. The results of our survey suggest our region is poised to quickly assume a leadership role if local government leaders act quickly and decisively to enable emissions reductions from transportation and buildings, which dominate the GHG emissions in our area. A rich variety of local jurisdictions are already leading in specific narrow areas of GHG emission reductions. These exemplary leaders offer an opportunity for rapid diffusion of leading practices and policies. Key challenges include: Planning and implementing community-wide emissions reductions and addressing emissions associated with existing buildings. Our survey suggests a combination of public engagement with local government leaders combined with regional initiatives and other resources from beyond city and county government is essential for rapid decisive action to occur at a level needed to meet the climate change/ clean energy challenge. SIERRA About the Global Warming Program of the CLUB Loma Prieta Chapter of the Sierra Club FOUNDED 1892 The Cool Cities Campaign of the Sierra Club Loma Prieta Chapter is one of four initiatives in the Chapter's Global Warming Program to reduce greenhouse gas (GHG) emissions from the Silicon Valley Region. The Cool Cities Campaign is a National Sierra Club Campaign that forms teams of volunteers in each city and county to work for local government action to reduce emissions. The Campaign currently has i9 Cool Cities Teams of volunteers in the cities in San Mateo and Santa Clara Counties and one Cool County Team in San Mateo County. Other initiatives in the Chapter's Global Warming Program include an Education and Outreach initiative, an initiative to work for emissions reductions by individuals and institutions, and an initiative to reduce local barriers to the installation of solar power. For more information go to: lomaprietaglobalwarming.sierraclub.org, or contact the Global Warming Program Coordinator, Julio Magalhaes, at e-mail: Julio.magalhaesC~sierraclub.org, phone: 650-390-8441. PAGE zs A Report on Climate Protection Policies and Practices in San Mateo and (Endnotes) i. Lorna Prieta Chapter, Sierra Club, Gool Cities Campaign: lomaprietaglobalwarming.sierraclub. org. An electronic version of this report and aux diary documents can be found at this web- add ress. 2. Sierra Club Gool Cities Campaign (www.coolcities. us) 3. U.S. Conference of Mayors Climate Protection Agreement (usmayors.org/climateprotection/) 4. U.S. Cool. Counties Climate Stabilization Initiative (wvvw.kingcounty. gov/exec/coolcounties) 5. California Global Warming Solutions Act of 2006 (AB 32), (www.climatechange.ca.gov/publications/ legislation/ab_32_bill_2o06o927_chaptered.pdf) 6. survey on Mayoral Leadership on Climate Protection, (www.usmayors. org/climateprotection/ clirnatesurveyo7.pdf) 7. Questionnaire used in this survey can be found at: lomaprietaglobalwarming. sierraclub. org/survey_ results.php 8. IPCC, Climate Change 2007: The Physical Science Basis, (www.ipcc.ch) 9. California Air Resources Board GHG Inventory, (www.arb. ca.gov/cc/inventory/inventory.htm) io. Annual Energy Outlook 2008, Energy Information Administration, Department of Energy, (www.eia. doe. gov/oiaf/aeo/index.html) 1i. Executive Order S-2o-o6 by the Governor of the State of California (zoo6), (gov.ca.gov/executive- order/4484) r2. OurChangi,ngCli,mate, 2006, California Climate Change Center, (www.climatechange.ca.gov). i3. Un ited Nations Framework Convention on Climate Change (unfecc.int) i4. Ba7~AreaAirQualityManagementDistri,ct(BAAQMD) GHG Regional Inventory (www.baagmd.gov) i5. Cal ifornia Air Resources Board Climate Change Draft Scopi,ngPlan, June 2008 (www.arb.ea.gov) i 6. Ci,t~- o f San Mateo Greenhouse Gas Emissions Inventory Report, October 24, 2007 i7. Sustainable Silicon Valley, (sustainablesiliconvalley. org) i8. IGLEI (www.iclei.org) PAGE z9 Santa Clara County` jurisdictions i9. Farrell, A.E. et al (2006). "Ethanol Can Contribute to Energy and Environmental Goals",science 31 i, 506-508 20. Ewing, R., et al (2007). GrowingCooler, Th,eEvidenee on Urban Development and Climate Change. Urban Land Institute, (www.smartgrowthamerica.org) 21. The Building Sector: A Hidden Culprit (www. architecture2o3o.org/current situation/ building_secto r. html) 22. Build It Green (www.builditgreen.org) 23. U.S. Green Building Council (www.usgbc.org) 24. Association of Bay Area Governments (ABAG), Executive Board minutes of June 17, 2008 meeting (www.abag.ca.gov/meetings/execboard.html) 25. Santa Clara County Cities Association (SCCCA), Nov 2007 Joint Board/LAC Meeting Summary (www. sccca.gov) 26. City of Palo Alto Green Building Ordinance (www. eityofpaloalto. org/environment/news) 27. Pacala, S. and R. Socolow: "Stabilization Wedges: Solving the Climate Problem for the Next 5o Years with Current Technologies",Science, Vol. 305, pages 968-972, August i3, 2004. 28. Lewis, N. S.: "Powering the Planet" presentation (nsl. calte ch. edu/energy. html) . 29. Kammen, D. M., "The Rise of Renewable Energy", Sci,enti fi,cAmeri,can, Vol. 295, pages 84-89, September zoo6. 30. Mills, C. and K. Newick (2007). "Solar Electric Permit Fees in Northern California" (lomaprieta. sierraclub .org/global warming/fee study. htm) . 3t. California Integrated Waste Management Act o f ~~89; The California Integrated Waste Management Board (CIWB), includes in its waste diversion rate calculation methodology, factors that reflect changes in population, employment, and inflation- correctedtaxable sales relative to a base year. These factors can lead to variances between corrected rates and actual measured rates of diversion. 32. Bay Area Air Quality Management District Climate Protection Program ICLEI-BAAQMD Workshop Series (www.baagmd.gov) 33. Joint Venture Silicon Valley Network's Climate Protection Initiative (www.jointventure.org) 34. City/ CountyAssociation of Governments of San Mateo County (www.ccag.ca.gov) THE LOMA PRIETA CHAPTER of th ' IE LUB FOUNDED 1892 Loma Prieta Chapter, Sierra Club 3921 East Bayshore Road, Suite 204 Palo Alto, CA 94303 Climate Action Campaign: Addressing Global farming in the Silicon Valley Region lomaprietaglobalwarming.sierraclub.org For more information please call: G50-390-8441 ® Printed on Recycled Paper AGENDA ITEM #1 0 n ~ y r n J O c'QLIFOR~1~ I certify that the demands set forth on this payment register are accurate and funds are available for payment.* DATED: c_ FINANCE DIRECTOR *Note: Items below do not include payroll related payments Checks: Date 09/10/08 09/17/08 Electronic Payments: Date 09/08/08 09/12/08 Amount 1,245,321.33 769,489.25 Amount To Description 4,000.00 Pdeopost Citywide Postage Meter Replenishment 335,119.91 CJnion Bank Debt Service Total Payments $ 2,353,930.49 phis is to certify that the above bills were confirmed at the Yegular council meeting held September 24, 2008. 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H U H U z W z W U] U] H U] r•C z W r~ ~ ai ~ ~ x ~ > a' ~ m cn m m cn z I ~ I-] I-] I-7 H ~ Z, ~ W Q .a - W D O - W ?I F ~ W z C7 a' >+ H H W C7 lx H 3 W fk W W W ~ F W W ~ H S W ~ H W I F r.~ IQ r•C D F O I-] t-] ~7 H F H W H x I-] H W x F W .] I-a .] H ~] .7 x F x ~ I ~ U U U ~ ~ ~ o o ~ o v m m m u m o a m cn ~ m o 0 o U o o m ~ m I W O O O O N N N N N N N N N N N N N N N N N N N N N N N N N N N N W H M M M O O O O O O O O O O O O O O O O O O O O O O O O O O O O ,~ d' dl ~ d' M M M M M M M M M M M M M M M M M M M M M M M M M M M M Z I I d' I d' I dl I dl d' I d' t d~ d~ d' I dl I d' dl I dl I 1' dl ~ I C C' a' dl I d' dl I dl I cM d' dl I dl d' d' 1 dl I a' V' O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O F t N N N N H H rl H H H H H H H H H H H H H ri H H H H H H H H H H r-i z H H ri H 61 61 Ol 01 61 tT. 61 Ol Ol 01 Ol Ol Ol Ol Ol Ol Ol Ol O~ 61 Ql 61 Ol Ol Ql 61 Ol Ol J I ~o ~o ~o to d' ~ d' ~ V' dl d' VI ~ d' Cr dl dl CM d' d' VI ~ ~ d' d' d' d' d' d' d' d` d' Q I :,J O I O I O I O H H ri H I H I r-i H I H .~ H I H I H H H 1 H H H 1 H r-I H I H H H I H H H H 1 H TJ to \o lD to ~ lp l0 ~O lO l0 l0 lD l0 l0 lD l0 10 l0 ~O l0 l0 l0 lO l0 l0 l0 l0 l0 l0 l0 l0 l0 rs I r r r r r r r r r r r r r r r r , r r r r r r r r r r r r r r r ~ ~ ~ ~ W W W W W W W W W W W W W W W W W W W W W W W W W W W W W \ W a W a W x C7 a C7 a U a C~ a C7 ~ C7 a C7 a C7 a C7 a C7 a L.7 a C7 a C; a L~ a C7 a C~ ~ C7 a C7 ~ C7 ~ C7 t7 Ch C7 C7 C~ C7 C7 C~ m ~ x a a a a a ~ a a a a m ~ ~ ~ ~ ~ ~ ~ '~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ '~ ~ ~ ~ ~ ~ z z z z c~ o o c~ o c~ o o c~ o 0 0 0 0 0 o c~ c~ o 0 0 0 0 0 0 0 o c~ w w w w r ~ a' ~+ ~ r ~ ~' r ~+ ~ ~ r al ~+ a' ~ al a' r ~ r al ~+ ~, ~ ~+ r w I £ ~ ~ £ F F H F F F F F F F F F F F F F F F F F F F F F F F F F I ~ ~ '-I ,I H U H U H U H U H U H U H U H U H v H U H H H H H H H H H H H H H H H H H H W z ~ a a w a U U U U U U U c; u v U u U u v U U U O CY. 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F z w ~ w ~ a a W [k w a U H x W > F z w ~ w ~ a a W FG w a v H x W > F z w ~ w ~ a a W [x w a U H x W > z W ~ w U a a W C>' z w ~ Pa H '.7 a z z W w ~ ~ w w o U a a a w w W ~+ ~ z~ w w ~~ LL G4 H ~~ 'a 7 a a z W ~ w U a PI w ~ z w ~ C4 H '.7 a F U U ~ m z w QI ~ W z o z W o 0 0 0 0 0 0 0 0 N [~ I \ \ \ \ \ \ \ \ \ N ~ h h L~ h ~ r t` [~ ~ (~ I H ri H ri H ri H H H U x~ m m m m m m m m m ~ U I o 0 0 0 0 0 0 0 0 a N H H d' O O H l0 O N I~ d~ M M M H ~O Ol Yk I W V' M M d' d' d' d' d~ M M M M M M M M M x I N N N N N N N N N U I ~ ~ H H .-I H H ~ H W N tr W m ~l F O H a O Q CO W W H H W W x a a a a k x z I ~ w w m o I Ei l cn a w ~i a F z F z ~ z a I w w w w o w H ~ H x x ~ ~ F E-I H w 3 l ~ z z H a a ~ ~ ~ Q o a w o Q I a ~ ~ ~ Q I ~ ~ ~ Q F w w O a U a a' H W W CQ a' W U O H O O ~7 H H F U Cf) a O H H a fk ~ /-~ W r'J H H w ~ w w ~ o ~ ~ o a w ~ ~ Z 7 , -, I m cn m U x x E-~ a o a z [x, w F W O In O H l~ ~ N l0 ~ 'z t` lD N O l0 l0 0\ W 01 w .~ W I N W M O d' M M ri d~ (/] (~ ~ i l0 H d~ O H O M d~ ~J ~ M d~ .-I N ~' L~ H O W ~ ~ M ~ H w Q 0 F r H a' ~ U U ~ a H ~ F F FC FC ~ F U ~ z w ~ H ~ II z " o z ~ ~ ~ z ~ w o a H m w o H ro z I `~ ~ a ~ w I rx ~ z a r o ~ w w w a 3 w a ~ a . 7 W ~ ~ ~ I a H z FC FC F ~ I m m ~ U W F - ~ ~ h ~ ~ !k ~ w ~ ~ o 0 0 0 [~ m m ~q ~ i [~ co r m co m co m m co o~ m o~ m m w o~ w 'a I N N N N N N N N N z I o c I o I 0 0 I 0 I 0 I 0 f 0 c-. o 0 0 0 0 0 0 0 0 ~ ~ o 0 0 0 0 0 0 0 0 p l 0 0 0 0 0 0 0 0 0 p o 0 0 0 0 0 0 0 0 p U H 1 ~ 1 H '-I I ~ 1 H 1 .--I I .~ ~ . ~ m w w m m m m ao H F E~ F ti E+ r H E+ U V U U U V U U U W W W W w W W W W W W W W W W W ~ W W ~I a a a a a a a a a w w w w w w w z ~ w w l z z z z z z z z z ~a O J O O O O O O O :x, x z z z z z z z z H ~ 0 ~, x o a I to N W a m yr a F O H A a m Q a 0 u W a DATE: September 24, 2008 TO: Honorable Mayor and City Council FROM: Terry White, Director of Public Works SUBJECT: MOTION TO ACCEPT THE TRAFFIC CALMING PROGRAM RECOMMENDATION It is recommended that the City Council, by motion, accept the Traffic Calming Program as revised by staff. BACKGROUND/DI S CU S S ION The City of South San Francisco developed a Traffic Advisory Committee (TAC) in 2002 to address traffic complaints from residents and business owners. A large percentage of these complaints were, and continue to be, related to excessive speeding, cut-through traffic, public safety, and high vehicular volumes. The TAC has employed several solutions over the last few years to address traffic issues. In 2006 the Engineering Division applied for and was awarded grant funding from the Metropolitan Transportation Commission (MTC) to create a TrafFc Calming Program. The Engineering Division, in collaboration with the TAC and the traffic consultant assigned by MTC (Fehr and Peers Associates), developed the "Traffic Calming Program" to address citizens' traffic concerns (see attached). The Traffic Calming Program provides alternative measures that would assist the TAC in addressing traffic complaints related to excessive speeding, cut-through traffic, and high vehicular volumes, while maintaining pedestrian and vehicular safety. The Traffic Calming Program includes: • A description of the process for residents to request traffic calming plans. • A description of the prioritization process for selecting projects. • A toolbox of traffic calming measures. In 2007 a Council study session was held in order to review the draft program and present it to the public. Council recommended inclusion of flashing signs in the toolbox of traffic calming reasures as a means to reduce speeding. Installation of these signs are becoming a common practice in Staff Report Subject: MOTION TO ACCEPT THE TRAFFIC CALMING PROGRAM Page 2 neighboring cities and used in conjunction with many applications such as crosswalks acid school zones. Council further recommended removal of the "Neighborhood Pace Car" from the toolbox due to safety concerns for the particpants. Under the Neighborhood Pace Car program, residents would volunteer to serve as a "neighborhood. pace car" by pledging to drive the speed limit and place a bumper sticker on their car identifying them as such. It was felt that this tool may cause animosity between neighbors and should not be included. Lastly, as requested by Council, staff will include the approved Traffic Calming Program on the City's website. Residents' comments on the Traffic Calming Program included speed humps as one of the tools to control speeding, however, due to the. impacts to emergency vehicle response times, as well as, bicycle and motorcycle safety, speed humps are not included in the Program. To help explain why speed humps are not included, a section has been added to the Program, entitled, "Tools Not Included in the Traffic Calming Toolbox," under which speed humps is listed. FT INI~TNC'T The Traffic Calming Program was funded as part of the 2007-2008 Capital Improvement program. CONCLUSION Acceptance of the Traffic Calming Program will allow staff to begin formal institution of the measures and policies contained within the program. By. Terry Whit Director of ublic Works Approv ~ t, ~ y M. Nag City Manager tas/rr/rc Attachment: Traffic Calming Program m ~~ m I n~ n n v ~~ co O (Q N 0 N O O TI O C7 3 N 0 D m Q X 00 z (D (~~ 3 O ~' 0 O Q O ~~ co m D m O. X D O fD "~ O~ N N O O m 0 a~ ~ O ~~ ~ N ~ID v r ~_ 0 p°-'~~ v~ O (~ ~ N ~ ~. n O w ~° ~• 3 ~~ (O r ~ a ~ ~ O 'v m m .~ z v ~ c n ~ m m N wwi U7 CT1 1 ~ ca co cn ~ ~ O O O p ~~~~ x 7 W N ~ ~ O fD fD lD ~ ~-wvv~ fD V1 f/) Vl ~ ~ ~ ~ n vOi. ~ ~ ~ ~C~ ~3 ~~fl.N~ ~0~03 n~Q~~ N ? _ ~ dl ~.~0 Q~ co Q cfl m y C -~~,~ Q ~. ~ ~ a' O N ~ X Off: fD vi .~ . 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C N ~ ~ ~N._ ~ ~ to ~ ~ N ~ ~ ~ ~ U O U ~ N L O ~ ~ N ~ ~ Q ~ ~~ O ~I O U ~ ~ O ++ C9 ~ (0 '~ ~ O1 Z' O ~ O N Ci v G to ~ fn d ~ ~ !. O t6 O U U - •- ~ N ~ O ~ ~ U .~ ~ Ti ~ N tQ N ~ Q. U ~ .C~ U p O~ N ~ .a Gf +' O C ~ C ~~ ~ m p ~ ' 1C ~:{ O +-' ~ Rj Q d W U ~ (6 .~ ~ ~ ai ~ VI v+ U U~ N U O V t: ~{ O a1 N a~ a~~~aE-n - L (B ~- ~ ~ UI O O O N N ~ N a~ ~ L ~~ ~F O ~ Q ~ tlf CI C ~ (n O +.: tB ''•' C ~ 'O O ~ ~..1 y V Cif C U U N .~ 0 0 = L: O ~ ~ O •~ ~ y CI V ~ O t_ UI Q. L d m ~ N (O N ~ O O~ CQ++ "- '~ ~ ~ tE Q'1 ~ ~ vi ~ C N ~ ~ Ti >~. U c6 0 'C ca O ~ O (D ~ y-- Q n- ~~ ~o~ ~ N V m c o ~ ~ to N Q U ~ ~K E U ~~ .~ O (Ll ~ O N p 0 '`-' O~ ~ U.~ U~U U ~ Q C (0 RS ~ (D ~ `n a~ U C _ U -p O N 'D ~ N ~p ~ O C to N N U ~ ~ ~ ~ O ~ ._ ~ ~ U '~ ~ ~ ~ ~ O ~ (d .~ c~ a ro ~ `_ ~ ~ O ~ ~ ~ N O O E ~ o 'O ~ L cn :~ U ~ ~ ~ ~ +. ~ O .-. 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O O 0 Q •a c~ c~ Q .~ w d t W a d d a d 1~ c a~-v ~ 3 0 O U N'- N ~ ~ ~ ~ ~ ~ ~ C N N a~aLN~a~ ~ N ~ ~a~~~~a Q N o~~ 0 3 -~ }. o ca ~-auicn~ ~ ~~~~~~ U c ~ ~ ~ o o ~ ~ a~~ a iN ~ N +. ~ ~' cu C B O N N .` O G ~ O N ~ N O Q. 4- N ~ O ~ Q O ~~ ~ U O a~viu~i~o~`-' .C 3 ~ _ ~ O U ~+ ~ Q O ~ ~ N O 'v= L N O U '"' N 'a ~ ~ R ~ ~ U ~ '~ O ~ ~ O, O 'D O~ U N N ~ Q. .a cn (~ O C U O O- N W C C N O~~ N L Y N O~ O~ O U ~ Q o ~ aNi~ ~~ - ~ .O ~ O N aciV `-• O N~ N C~ .~ O ~ .-~ 'C O N + +• O L = .C -p ~ 3~~ N Q U N O _ ~ C ~ 0 0 _O ~ ~~ 0 0 `- ~ +--~ O .- ~ U~ W . ~ O N U ~+ - f!1-Q~ U c U'~ O a L x O U c~ ~ ~ ~ ai I~-~ Q c m c ~ c ~ ca o ~ ~ ~ a~ U ~ ~ O t ~ ~- > ~ N ~' O N ~ O ~ :,_. ~ O O ~ ~ ~ U O ~ N > E U O H--~ ~ ~ N > q ~ ~ `- > 'a L N ~ U ~ O U O C ~ O ~ Q Q N O .fl (~ U C ~ N ~ Y ~ V +L-' O ~ C N O D N .C -O N N U O N C ~ U ~ W h ~0 y~i e~ N (U ~ U • C C C C co ~ ~ ~ ~ N X w ~ ~ Q E .N (p to N C > U ~ W C Q • • • • • ~ ~ • • n ~A ~~ ~Y us ~._ ~-, •~~ ~ ~-- n N O N /~' T,I VV Q ~ ~' ~ ~~ 'r (D .2 ~p U? ~p _ ~ v ~ ~ N Q O ,y ~ • • n • • • jO~ ~ • • • • _• ~ ~ ~ ~ ~ u V. ~ (~ ~ n ~ ~ ~ `V ~ ~L1 iU iC7 ~ ~ ' ~ C7 ~ Z Sv N ~J N Cn ~ j ~ ~ (D _ ~ ~ ~ n ~ ~ O N (D ~ ~ ~ ~ ~ ~ ' ~ n ~ ~ "~ D ~ ~ O , ~, (D O ~ ~ n c D ~ ~ ~ (D N '~ N ~ ~ ~ ~ _ ~ ~ ( N (D C ~ ~ ~ ~ ~ ~ ~ N Q- ~ ~ ,C ~~ N (~ n N ~ ai ~ ~ C ~ ~ ~ n cD cn ~ ~ ~ u~i v ~ -° ~~ ~ ~: ~ ~- ~ ~ c ~ ~' m N _ . cn ~ n. ~° cD a (n Q cD ~ N v -, ~ a N ~- ~ Q ~ to . i ~ c ~? ~. Q n. a' ~ o (_n ~ - c ~ ~ ~ ~ ~ G ~ ~ n' (D cn N ~ ~ lD ~ Q n ~. ~. !D ~ 3~ N n ~~~ om~' ~ ~ -~ ~3~' x ~ ~ q~m '~m ~ 3 ~' sv m ,~ ~ ~ ~imrn u ~ ~ ~ by ° ~ o~ v v, v- ~ -, m v ~ ~ .~ m ~ ~ a ~• m ° o _ ~ w ~ ~ ~ ,~ a ~~ ~c~o v ~ ~ o m n.~m ~m ~ a. m cfl ~ 0 0 ~ 3 ~ ~ -a . . ~ c~ ~ ~ ' co ~ ~ ~ ~ c~ ~ ~ ~~ 0 3 7 U1 fD Q. '"' fA ? ~ . ~ v n ~ N Q ~ ~ CD (D ~ Y 3 H O U w Q y T .~ ,4 ,~ ~o~~ ~ 0 ~ 0 3 ~ ~ ~ ~ ~ ~ a~ ~ N Q > ~ ~ o O ,~ ~ U ~ O 'a ~ O O ~ ~ C 3~ ~ ~~ o~ O ~ o O ~ ~ c '~ U ~ 3 U Q. N U N 3~ O L L O O O~ '''' N N ~ ~ N O O O ~ U O O (d RS N ~ OL O N U E U~ O a~ o, ~ N ~ ~ ~ ~ (0 C O -p ~ ; N C L Qc0•~ ~~ Y.~p Q~ N O O U Y Y ~ N~ ~ N ~ O N N ~?+~~ ~ N U ~ .~ U~ 0 3 U U O O N p N ~ ~ ~'~ .~~~ C (n QUA, O ~ ~ C ~ ~ ']~ fA _ ~ ~ 3~ N N ~ rn C pi ~ ~ N N C~ ~ U C~ C~ ~ ~. O ~, ` O O U N O ~ ~ ~~ U w -. 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C ~ ~ O ~ (D N ~ ~ -~i, Q O -, n (D fD m z ~ o ~° ~ ~~~ ° x ~ ~ 3 ~' ~' z G~ a: ~° ~ cn' N ~ v~ ~ ~ n Q ~ o cn N N Q. ~ (~ ;* ~ - ' O ~ ~ ~ o ~ :-+ °- v ~ ~ ~ ~ 7 Q G ~p~ O ~ ~ ~ ~/- I ~ O ~ C!1 O O ~- N ~ ~ cD fD tp N cn ~ v 3 ~ - O {A ~ ~' O r-r ~; 0 O Q Q O ~ 'b`- UI ~ ~ ~ O O -* 0 ~ a n ~ v ~D ~ c~ -* m m ~ ~ ~ N '~ N 7' -~ ~ C fl ( N ~ N ~ ~ ~ (D ~ ~ ' co N 6 r` O C ~' cn O ~' O (Q ~ N fl1 '~ O -+ v --r . tD cn c~ ~ c~~• ~ c~ :s :3 Q v ~ ~° m ~ ~ ~~ su LZ ~ ~ Q- ~ 0 .Z ~ ~ ~ ~~ Z7 ~ ~ ~ c ~ cif ~~ v Q cn ~ = ill ((Z to ~ ~ ~ m ~ ~ ~ (p Q ~ ~ ~ ~ ~ ~] tD fv 12 ~ ~ ~ ~ ' .~ i ~ ~ n u~ ° ' c~ :? ~ ~ v ~~ n ~ I;n N ~ ly (D n u~ ~ C Q Sll n .~ N N >+ RS ~ ~ ~ ~ Uj ~ f0 O ~ •C ~ ~ X •- - O O C ~ ~ N ~ ~ ~ r a ~ o~n c ~~ L Q Q ~ L i-+ (~ O •~ ~ ~ ~0 3 0 ~ a~ Q. ~ ~ ° ~. ~ ~ ca o a ~ a ~ U ~ ~ ~~ ~ ~~ o 0 . ~ U1 U ~ N ~ r O ~ ` O > C EA O N - ~ N Q ~ ~ O C N ~ N . to L O p R ~~ ~ ~ ~ C ~ ~ ~ ~ T 6~ O a U ~ `~ ~ U O o ~o ~~ ~ ~ yy Q ,~ C Q- O ~ 'a C ~ ~ ~ O ~ ~ N O ~ ~ ~ ~ ~_ v . 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C) j` U ~ C1 no ~; -a o~ Q v cn ~ r c~~.~_vv 'a c m ~'~'CD~~m m o ~ n < r.' c~ ~ ~ :u c~ ~ cn ~. y ~, -,v~ ~' ~ Cn co ~~QN n ° ~ c~ a ~ , -, TI -~ c~ v Q. to N ~ < ~ ~~ ~ Q E!9 ~• ~ (D ~ ~ O r„ 3 - 3 N ~ ~ •-~~ ~ a (D ~ ~ lD N fi _ ~ ~ Q ' r ~ S11 ~ f7 CD -p U1 C 0 ~ 0 ~ rt ~ ~ ~ CD 6 cfl ~ ~ ~ ~ ~ _ ~ ~~ ~N`G " Q ~- O r lD !,, n < ~ ~ ~ ~ ~ w mQ.m~~~ O O ~ Q ~ ~ \V `L _ (n Q O ^, W N ~ O mm ~ ,V 0 ~ ~ _ ~ N ~ ~ ~ ~ m ~ m m (~ ~mm m ,V ~ lV lV ~ . ~ m Q ~ ~ fn ~ N O ~ ~ ~ ~ N ~ n ~ (D ~ Q ~ ~ N - (D Q ~ tD ~ ~G ~ N cu ~~~~_ n ~~QCn~ ~ ~ N ~ ~ a~ C)o Q" cov~~ D ~~quv a ~ ~. v -, < 'o ~ o m ~ m ~ i~ r~ p :s s: t~ 23 ~) <~ ID !b :~ 1~ fy I~ a 3 lQ i _I i i .~ I I I ~I O .y d k W V d d h co C N .` c ~ c c ca O cB N m3`~` ~ ~ ~ o ~ ~ ~c°a~ia~i UL QQ. ~ ~i 'J (6 C~'~U ~ ~C C ~~ p•- ~ ~ ~ ~ ~ O ~ ~ J, O L N .fl ~ O N ~ C ` N ~ Ul U O' _~ .C O ~ "'' U '~ ~ ~ ~ N ~ m ~ ~ O '~ ~ L ~Q RS C 7 ,V U :~ U ,_ ~~ ~ > .Q +--~ H T ~ ~ -Q +' C !n ~ O O ~~., U L ~ O ~ ~ O ~ ~ N ~ ~ o ~ ~ ~ L-L Q " N O U "~~-' m O O >, O ~. U (0 ~ ~ ~_ N ~ ~ ~ U O fB ~ cA ~ ~ O U N 'a .- O N ~ ~ N ~ ++ C ~ a-+ N "~ ~ O N ~ ~ ~ U ~ O C 3 .Q C ~ .N°~~N ~~covc ~ o ~ ~ X U ~ ~~ c ~ ~ _ ~ O U ~ "O U U c c~ aS c O Q O O) C O O C N Q C N C O U C O .N C X N U N .~ N c6 O U U ~U C N LL G (0 ~ ~ O 0 0 ~m U ~ O O Q. ~- Q L d L O v L 7 L O O O O O EA O D O O EA U ~X O Q Q. a ~ O U ~ U L ~ O > ~ O O O 'a rn ~ U ~ ~ ~ ~ O Y U_ ` ~ O a •L O ~ ~ C t0 ~ ~ .Q C (~ C ~ ~ O O ~ ~ ~ (~ O ~ ~ N (0 U ~ - O U_ ~ ~ ~ ~ ~ p C O = ~ U U Q U ~ uj ~ N C ~ C v- O O U ~ +. to N ~ U ~ ` O U ~ O ~ ~ c0 m C C N +~+ N ~ ~ U N (0 ~ .~ ~ Y (gyp ~ C ~ ~ ' N ~ ~ .Y ~ O E >+ O ~ Q ~ N L.. ~ ~ ~ C U O ~ N O .Q '~ ~ ~ N ~ N C ~ O L .~ ~ ~ (a ~ ~ N ~ N ~ (0 ` ~ ~ O ~ (B U "O C U N •C N C O a-+ ~ ~ ~, ~ ~ ~ ~ N 'p tn L ~ p _ U U ~ ~ ~ ~ O ~ ~ , ~ s ~ N Q Q c (0 o Q ~ ~- m '~. o f ~' N .C N C p ~ > 30 _ (d _ (D ~ ~ ~ ~ ~ O 3 ~ ~ j N C C ~ ,~ O ms ~ a Q ~ ~ w ~, N ° N ° ~, ~ ~ E - tv c n O ~ ~ a d ~ c > Q O M N ~~ ~_ o» Y ~. x ^-i ~' `CJ" _~ v .f. ~ a a ~~ ~ N N CD 3 N N ~ o ° o ~ ~ ~ fll Q ~ m m c~ rn ~ ~ (D ~ (D ~ . m m a ~+ fD LU ~ (D o -, co m ~ ~ _*. fD ~ o. < ~ w 0'Q . m ~' 0 Q ~ "O Q Q" ~ "O . ~ ~ 0 = N~ (D N~ C7 _ O . _ m o- m D N LU h ~ w ~ w ~ ~ ~ ~ rn ~ ~ o ~ ~ ~ o ~~ co ~, ~ ~ cu < m < v ~ ~ O fA N O 7 N ~ f A Q O ~ O O ~ • n 3 n n ~ O ~ ~ ~ O N (f] ~ v N i (~~ 1 H' - 1 1 --__~....- r ----~-- r i '8 O_ ~ ~ ~ ~ ~ 3 ~~~o ~~. ~ Q ~ ~ C7 ~ N ~ cn ~. ~- co ~ ~ N n ~~c~~c~vv ~ ~~~~~~~ rt Q. oov~~ ~. ~ m ~~v -•~m~m~m ~ ~ ~ m ~ v n j m~~--, cn ~ ~ ~ -~ Q _~ N~ o <,,, ~. ~, ~ -,. ~ v c cn n ~ < ~ _. N O ~ ~ -p ~ O N O ~ (D O (O 3 ~ n O ~'~ N ~, N Q O- -t O ~, C) r« ~ Uri ,~-r m ~o~NCn-°m o ~ o o. r. ~- ,~ (D 3 fr,D (D ~ ~ fl1 O ~-+ -+ O ~ `<• ~ n ~ 3 n (D O ~ Q _~Q.(7 .r ,_-. O O ~ O ~ 3 O (D (p O. ~ ~ O 3 ~ ~; Q ,--r ~ ~ y C7 ~ c0 '~ (D p n. N ~. ~ Q ~ n ~ N ~ (O ~ ~ r-r (Q ~' N ~ ~ ~ ~ ~ C) (~ ~ (D O to C~ 'ni' c' n, C7 ii ai c~ ~} ~~ ~;. eu ~7 f) ~~ 3 OO a m .y d V _~ D v i ~I i ~~ i f w~ i i i i t ,..__~ i jY i a i m ai ~ ~ ~ ~n`~o o ° > U U m a'' C N ~ ~3~0 ~ ~ U ~ (d .~, '` O ~ N .N N ~ ~ ~ .~ ~ 3 Q. O L O ~ ~ ~ (0 L N ~ ~ ~ ~ ~ N .C v- "~ fA ~ ~ ~ O C Q ~ `' O ~ N Q +_~ C L N (tf '- +-' ~ .~ ~ O ~ O N N Q~ ~ ~ ~ _N ~ ~~ ] ~ C ~ N >'v~~o ~ O N U N ~ ~ ~ U (LS ~ (_~ ~ to ..~ ~ L ~ (d L (n ~ ~ ~ ~ U ~- N ~ Q~ L Q. •~ O Nca~i'~ ~ ~ ~ O U ~,, U ,~ ca ~ C Y ~ 3 ~(~ N N Na3u~ ~ ~ ~ ~ o ~ O ~ U N ~ c ~ ~ a :~ ~~a~~ L N_ L (N~ ~ ~ MMSS N ~ ~ W N lC .~ R V .N R .G Y_ 3 N N O V d Q. O O T 0 0 0 N r 0 V °~ R K 0 L ~. Q. Q C (D C ~ ~ > aS ~ V ~ ~ 'a --. N 'a (6 t ~ 'a ~ N ~ Q N ~ ~ a=. ~ C ~ C N U C ~ > ~ ~ U C ;~ N ~ ~ ~ N ~ ' Q N U O ~ C ~ _ . ~ ~ > ~ N cn N U > ~ v ~ c c rn ~ ~ co L (0 t0 V C ~, O O .« U (~ ~L ~ • • ~ Q~ 0 ca n. a c E a ~ ~ v O O : ~- m a~ U ~ ~ ` ' U ~ ~ V1 3 N `^ Q E Q E ~ ~ a~ l~ X - ~ td W ~ ~.. ~ C ~+ ~ • • • . ~ • • • Q ~ n ~n w; ~» 4- ~ ~~ lL ~'' v^ v ~, n; D D ~ ~ CD Q O Q ~ ~ ~ UOi - ~ 'a '~ O CL N ~ (D ~p u~i ~ O 6 cD n o O ~ (D cD ~ ~ n fD -~ ~ p ~ f D X Q ~ ~ -" C fD ~- n ~ a < ~ '~ ~ n ~ (C~ RI _. =1 R~ cc> u~ A) CL U) . -~. Ct ~p ~ (D Q- ~ > 3 (~D ~ r« . _ ~ ~ (D fA II1 (~~D a' O ~ N ~ n fD V! a ~, _ ~r ~' ~ v~ ~ ~ o ~ ~_ ~ Q ~ Q a, ~ ~ ~ ~ 6 ~ ~ x ~ N ~ ~ ~ ~ ~ ~ n < ~ c ~ Q ~ ~ ~ ~ N (D _ . N 3 CI. y cncv~~o~ -a ~cuo~D~~ ~- -• (D ~~ ~~n (D (~ O ~ ~ (D ~ O ~ ~ ~ V! Ct = (D -i N N CD ~ .~ ~ N -~+ C fD -~ UI '-' < Q ~• fA fn ~G ~ O ~ N (D ~. N ~ CL .a ''~ ~ N ~ r-. v p ?~ ~ O'er ~ (~A o cosv~~n~u',~ v n ,-. n~ c~i'~ o cOn~~~o ~ o ~. v' tv v ~ ,-+ ~ ~ (D Q. N CL (D ~ ~ N ~ ~ ~ ~ ~. .y.. ~ ~ '~ O ~ ~ ~ 3~ ~ ~ ~ r-r~ .-r ~ ~ ~ ~ ~ ~ C!...~z ~G (D ~ O ~• ~ ~ O ~ UJ (~ N _ ~ (~D ~ Sll N O -~ -~ (D ~ ~~ ~ C -~i, .-.. N N W ~ ~ ~"~_ _ (D ~ ~ ~ C ~ CD ~ Q ~ CD O N n cD fn N (gyp ~ N v O ~ ~ ~ ~. N ~ CL C ~ - S -~ N (GI O ~ ~ ~ ~ ~ ~ CL ~ fD ~G CL ~I I _-'_.~.~.1~..... -- I G P p n C7 si CI RI R ~' ~D m C= G7 m ~;. 0 00 J Z ~_ H' V 0 W 0 ~" U^^ V+ W W M W Q (~ c c~ ui ~. c a~ m 0 E a~ U L L _~ U ~ y~ L L Q Q ~^^`` aUi U Q~ a~ .n ~ ~~ a~ ~ ~ ~ cn ._ ca a~ ~ ~ ~ a~ ro > ..c ~~ U N .~ O ~ O N +-' ~ ~ ~ ~ (9 F-- ..-. U ~ (0 ~ ~ •- ~ ~ ~--' to C ~ O ~ ~ U_ ~ L ~ N _ > U .C ~ ~ ~ O ~, ~ U ..~ C ++ ~ U ~ N C ~ ~ N N ~ L 0 N >., ~ .~, O C v-. ~ (A 4U-- ~ _ 7 ~ ~ ~~ N ~' C ~ ~ ~ M .,.. a o ~ L ~ L ~ (iS ~ O U c~a -v S!' C N ~ .i= = N 1~ p CD '+J ~ ~ U ~- _~ L ~'~ ~ m IN ~ ~ 'C N C ~ ~ c ~ ~ U w-` ~~ ~" ~` ur = Sz'' -c~ G~ ~~ •_ z, / ~ a a c. . . w < ~ rr :U ~ 3 C7 Z7 ,~ p q ~ ~ ~' ~ a k' C• Q f~D v ~ Q~ Q tin (~D ~ ~ ~ Ui ._„ ~ to iU ~ ~ cn ~ C~ n• ~ n _f. O n ~ V~ ~ O ~ ~ III 7 ,-.~ Sll .-. ~ ~p ~ O ~ ~ ~ ~ ~ ~ ~ (D Q ~ ~ N Vl ~ ~ ~ ~ 7 Q 1 Q c m `~ m m v- v ~ ~ Q 0 c co n~ a 'a ~ z~ ~ ~~ ~ ~ o ~ ~) ~ ~ .-~ ~ ~ ~ y ~ o ~ 5 ,~ cu ~n~o ~, n ~ Q- cn ~ ~' ' N n ~ ~ ~• t /1~ ~ (D -~ ~ (~ n fD cn ~ ~ LU ~ N rt ~p ~. ~ ~ ~ 'a ~ < o ~ (D ~ O ~ -'• < < ~ cfl Q (D (D ~ S ~ ,.~ - ~ ~ G ~ ~ ~ C (D O ~N p„N n •_-e; (~ ~ ~ C ~ N O tll C fn ~ Q N ~ ~ ~ ~--~ ~ 3 ~ 3 ~ ~ N (D ~_ Q. ~ ~ N ~ ~ ~ ~ cn 3~ 3 o ~,Z~ Q r ~ m ~ ~ ~~ ~ N v ,-+ c o °~~ .~ .. m ~ o ~ o -. cn m ~ m co Q'~~ - _ o~ -I <cnc ~ ~ ~ (D + m ~~ ~cno ~• L d .~ m C d +-' fA ~L O ~ O ~ ~ C O ~ U ~ ~ O Q O ~ V ~ ~ ~ ~ (0 • o~ U ` ~ C > (6 p U ~ ~ ~ L-C"~- O ~, ~ N m ~ O C .~+ OL.~ cLa d ~~ °~ a_°i o~ ~ o o .n o U ~ O 0 L ~ ~ L Q O ~_ . N ~ ~ C O moo ~ o ~ O L C ~ O N O N ~ U L ~ ~ O _ N ~ (6 ~ ~ .- ~• C C N N U N ~ 6f} N ~ i • N ~ L • ` ^L` ~/ Q ~ ` Q L ~ ~ c ~ ~ ~ O ~ ~ U ` ~ ~ O Q (~ N ~ Q •~ Q ~ ;I :I ~~ I ~~ ' ~ I . r r--.~ ~ j I ~~ h~ . ~~ ~: U . ~ N N ~, U C N N C ~ N (B ~ N U ~ ~ ~ p~ C6 C C +~~ (D .N L N ~ ~ c vi U p (U p L. N '~ C N - • 1 ~ ~ N N ' > N N U ~ O O U ' N ~- O O N Q. ++ N U ~ ~N ` a~ ~ ~ ~ ° U v m v ~ ~ .Q a~ ? ~ ~ N c ~. fA O N N ~ ~ N ~ '~ (b p N ~ Q.. L '3 o ~"~ c ~ ~' ~ N ~. ~ ~ca O N (d O . ~ ~ ~ ~ ~ ~ ~ V ~ fA +-' (A - L C ~ _ U ~ ~ N L fl N U . ~ ~ ~ ~ V1 O (n N L p- ~-+ ~ ~ ~ N ~ ~ ~ ~ ~ v H W (~ v- v-. ~ ~ ~ J J i.r ~ C • • • • ~ • • • Q n V i.:u w ~ ~o dY ~. xN ~~ c n-! vF w c v v ~ • a , < 3 ~ r ~ ~ ~ r_ ~ ~ ~ _., ~ ~ ~ _., ~ Q- n ~ `'C G ~ Q ~ ~ ~ H N ~ c c~ ~ ,Y ~ ~ -a ~ ~ cD v> ~p c -, ~ N N ~ C1 = ~• N ' ~ v n a ~ v ~ ~ ~ ~ ~ O ~ i u b ~ h ~ `~ ~ ~ ~ < ° v ~ ~ o i ~ c i' a ~ m ~ ' ~ ~ -v m < ~ c~ -a ~ m ~ r. ~ a' ~- ~ ~ ~ N v, ~ ~ 3 m ~ ~ ~ ~ c~ m ~ ~ o ~ ~ 3 °- ~ ~ ~ C7 a o ~ Q ~ ( D Sv O N ~ ~ ~ ~ ~ (D h n O ~ ~ ~ ~ n ~ ~ fl N ~ C '~ ~ . ~ r -r ~ a a r -r o ~ N "' ~ ~ ~ a v ~ ~ ~ ~ Q ~ ~~ ~ v °- ~ ~ 3 m a ~ cv ' ~ S o cfl ~ N ~ ~ ~ ~ ~ m v ~ ~ m ~ ~ - v ~• ~ o ~ m ~ v - ~; ~ a ~. ~° ®/ i~/ ~ ~~ i ~ ~_ __._ _---~ i i ~ i,1 ~~:~ ~//` i '~ ~ ~- ~ v m x ~°~m ~• ~ N N. ~ ~ N 7 ~ C O ~ co ~ N ~ ~ , ;-~ ~. ~'~~ CAD N can °' ~' ~ c~ ~ o ~ _~ p c°n o N ~ ~ ~. ~ v a o ~n 0 0 ~ ~' v o v ~ n o~D~n ~ N~ ~ ~• 3 ~ N N ~ ~' n N ~ w m ~ ~ ~ ~. 0 3 so m ~ c cD m a u, o ~ ~~ c~ iu :s cD ~s ~t2 is :; !D ~'n X 0 m J 0 H Z J Q V U LL Q F- W 2 F- Z W 0 J U Z H Z J O H ai U C X O .~ O O H C .~ (II U U h 0 U N ~U C N LL C (0 0 0 a U ~_ C N U .~ O C N C ~ O }, w ca .a O F~- :-~ a~ 0 rn c .~ U ~ U Q l0 CO L ~ Q Q.. ~ ~ _~ J = ~ N N Q- ~ N O Q ~ ~ ~ ~ r.L w ~- ~ ~c ` ~_ ~,' _ ~' -~ ~~ ,, ~, 3 3 .P O ~ ~ ~ ~~ ,< n -, OG CD cn (D ~] S ~ N ~ -gyp ~ n ~ Q N ~ ~ N (D SU (D `~ - ' . ~ Oq~ N w ~ o m ~ not ~ ~° ~ .-r 3 ~ ~ o con o ~ cn m o 3 ~~ lD ~v in ~~ ~~ ~~ ,~ !;~ ~ ~ 7 ~ rr a ~ a ~ m ~~ ~ ~ ~ ~ ~+ ~ ° ~ N o p 0. N k .. m D Al n tf- tJf 0 1 O 0 a co ca w 0 0 0 a A N <D 0 0 O pt n ~D N ~~ 00 o ~, N cQ~ O ~ O fn N ~ (D .C ~-.~ ~ N 3 ~ 3 ~ CD ~ .~ ~ n ~ ~ ~ 3 (D ~ ~. O ~ ~. ~- m o a n~ ~v m o m ~, n. ~ ~ ~ v ~ .~ n ~ ~ ~~ w ~ ~ ~. (Q O v '~ 3 o ~. rn~ v, (p ~ ~ o ~ ~• ~ ~ o -„ Q. m o ~~ ~ ~ -~i (Q~ ~ N ~ .-r Q ~ 3 ~ o °- < r* m 0 3 a' m m o ~ o ~~ w ~. ~' ~ Q m m a 5' c~ 0 c m v ~ ~ o ~ ~ ~. N v o a ~_ ~ ~ ~ ~~ ~. ~• (Q (fl ~ ~ ~ Q O ~ ~ ~ ~ ~ ~ -I ~ O ~ n ~ ~ ._ ~ CD ~ ~ ~ N~'~ Q ~ n cn~n ~• o cn w o ~Q v cn ~ < ~. ~~ ~ cn 3 `~ c ~ ~o a~ lD fA n ~ O ~ C Q Q c ~ ~ m m _ n. ~~ ~ v (D ~- n ~' ~~ v m ~ ~. Q.c~ ~~ m 0 ~• n ~ ~ v o' - ~ ~ ~ O ~ 7 Q- O ~ v ~ ~ m m ~. ~~ v. 5 ~ co n c ,_.~ v ~ o ~, ~ ~ ~'~ a c~ ~ 3 ~' -, c ~ ~~ m a v ni c~'n m Q. Q. ~ ~ ~6 ~~ ~n~i`~ ~ o ~ ~- c ~ N ~ ~ N n ~ Q o~ p(Q ,N-r ~ fA fA ~ ~ ~ O fD ~- O ~ ~ ~• ~ ~ ~ ~ ~ n O ~ ~ ~ 3 CD (D CD ~ oo~~~~ m Q- (D ~ n ~ ~ OJ ~ ~ ~ (D (D ,..r ~ N. rn-r v ~ ,~ cn ~cno~c~ u, 3 o v v m 3 n m ~ m Nn~'~~'o o~~°-'~ o < ~Qo ~~'o~a C ~ ~ ~ ~ ~' O N ~ N o~o~ ~m~n~rt rn cn ~ 3 N-oa ocQ m ~ ~ Q ~. n~' c~ ~n ~ m .~ Nv~~Q ~~c~~Q n. Q- m o ,~ o3cnoo ~ v v ~ ~ v ~ ~ac~ ~ ~~v Q~ . v o ~ ~• ~ _ o O~ C? ~ O ~ Q r-.~ ~ C7 ~ CD ~ Q C ~ ,N+ n ~ ~ ,_r~~`G 33°~~ -am~'om ~"~m~u, v Q.h~~ o q~ o ~.v ~~ °~°<~~ h ~ v ~ o ~ o ~ ~ ~ ~ ~ ~' ~~ ~D0~3 ~ ~ o cn mm~~. m~NCn ~ ~~'~ cQ 0 m ~ ~~' c-noo~ ~~~~ ?o n~ o n -a -~ u~,~oo ~ ~ ~ o~ ~' M• n ~~ ~. ~D~ a a) ;! ~ci ,i c~ c~ ci >~ U Z3 cn cis in #~ S ~ i i ~' t i ,_ 1 - ! ~ T 1 '""' f 1 r a m a~ O 0 c a U V w a v S Z 0 F° ~ ~' ~ ~ N U cq ~ ~ ~ O N (6 N,mtUi~ ~ cn t0 c`o ~ °- - ~ O O ~~ N - .~ U (b ~ L O O ~ ~ ~ U N N G N .N ~~ 'O ~ °a m ,N. C N O ~U N O +~ ~ (0 N L O O ~ .~ ..~ ~ F- ~ L ~ 3 ~ N O .~ ~ ~ o 0 rn~ ~ C }, U ~ ~ L .~. ~ ~ ~ ~~3 ~ rn ~ ~ ~Q-~~ ~ o N ~ ~~Q~ N U = T ~~'3~ 0 > C U '~ U O ~ N N ~ ~ (0 ~ ~ N O > ~ ~~ ~ O (6 .~~`0~ Q- ~° o a~ ~ cn cn 0 ~ ~ ~ 3 ~ ~ w- ~ io vii a~ ~ ~ a~ ~~~c I- ~ ~. o a L d Q. O O O N 0 U m a x 0 a a. a ~ 0 +~ C ~ Q to N ~ ~ Q O O ~ N O O N t j) ~ ~ ~ _ ~ a U ~ ~ (0 y (D U ~ ~ ~ C U ~ ~ ~ N ~ ~ ~ ~ ~ N ~ 3 ~ .? ~ ~ C N ~ (0 ~ ~ ~ ~ ~ C ~ ~ L ~ U ~ N [d to ~ =p "a N 'C Y n. ~ ~ ~ ~ o ~ .S t0 J ~ ~ ~ '~ ~ U ~ _ O U ~p d ~ ~ ~ ~ ~ a U ~ ~ a~ ~ 3 ~ O N U ~ ~ ~ ~ > N ~ ~' O 3 Q ~ ~ C ~ O. C ~ • ~ ~ ~ ~< Wf ~< z ~_ ~.. _~ _ ~' 'tJ' ~~ ~~ ~, 70 fD G ~ • • • 3 D ~ ~ ~ ~ (7 ~ ~ 0 cn w ~ .~ u, co' ~ ~ ~p ~ ~C v- vOi ~ Q (Q ~ N 'D O Ul (D ~ ~ fD ~,• ~ ~ ~ ~ a v m ~ ~ ~ c ~ a. ~ o cn. ~ ~ Q ~ v o cn to ~ ~ N ~ ~ -~ W ° ~ ~ v 3 ~: ~ a Q ~ ~ a- m ~ ~ _. O Q. ~ ~ i-r N fD 7 ~ ~ N ~ 7 r T `< O' A ~ 7 C a ~ ' a ~ ~ ~ ~ m ,~ s a ~ m o ~ o O y N -p ~. r« ~_ p ~ ~ k O -, a W ~ ~' ~ - v m c u ~ CD C7 fll CD ~ O cn = ~ ~ °- .~ -a ~ v ~ Q ~ ~~ ~~ 3 m O '~ o°~ ~c°oo ~ 3 N ~ r.~ ~~ ~D~a ~ ~ orn ~ ~ N O O ,O ~ , 0 0 ~ v ~ ~ o ~oo ~~~ ~ 0 o m Gov°c ~ m ~~omow~,. 1 ~_ ~ ~ ~ A Q n < ~ ~ ~• N: ~ n 1 o~m~ mw ~ ~ Q ' ~ 0 ,..~, N O 3 0'= Qm ~~ ~~N~ova (D Q ~ 7 .~ O ~ fD Q n - (n ~ ~ ~ O n ~ O "' ~ ~ to m cn ,_„ O W O O O~ p ~ Q ..~-~ o ~ _ o ~ ~ ~ < O ~ -a ~ ~ ~ ~ fn v ~ O ~ Q ~ ~ ~ a O ~.~m v = m-v ~ ~ ~ c~ O n ~ ~ ~ ~ ~ O (p 3 ~ Q Q ~co ~sv °-mv 3~o~Q~~ v Qnv a~ . m m ~o~v= ~ ~ < n• ~co cn ~ c~~~ m ~ ~~ ~ ~N ~ co~tn~ONO? o nmQ~ o~~c In ~G Q. ~ ~ ~ N ~i O~ O~ ~~ ~~ c~ c~ ;i R1 cfi c~ n~~ :"s' ~t2 ~~ ~~ i'r i~ 1D t2 f n I~ f~ 'O .y W Z LL A/ d' 3 0 a~ .N c O U O a C C6 a~ a~ a3i L N N N O N c~ a~ V/ 4NC I.i~ O [~ o. Z_ J U LL LL J V O W 2 I- O ~«- _ o ~ ~ rn ~ ~ ~ ~ ~•~ _ U ~ cn U ~ c H V Q ~ ~ ~ _ ~ ~ ~ UW 0 ~ aS = ~ Q ~ a~ ~ c~ 0 ~ ~ c~ ~ ~ ~ U J -c ci ~ ~ -^ v~ ~ U ,~ ~ Q U ~ ~ 0 0 ~ ~ U i ~ v U ~ t~ 0 ~ i ~ LL1 U ~ ~ ~ ~ `~ (0 ~ ~ O J H ~ O .-. a ~ o ~ a ~C~ a c ~ ~ o ~ o ~ ~ ~ ~rn . ~ Q a c~ ~ _ ~ ~ a~ E 'p ~ ~ ~ ~ ~ ~ '~ m (0 "" ~ U ~ ~ ~' ~ ~ o ~ ~ ~i iii ~ ~ Q Y ~ U ~ s o O O ~ ~ ~ ~ ~ O ' ~ ~ ~ ~ L a T L Q~ ~ ~ ~ (~ • ~ Q r ice o n ~, c rn ~ ~ ° ca [ •~ ' cn o m~ U ~ y ` ~ o L ~ ` ~ ~ a v C ~JJ y.. ~ ~ ~ ~ ~ r_ ~ p U o 0 ~~ fl ~s~ cLa ~' ~ ~ >,~ ~ (B ( ~ s= ~ N (0 o ~,3 ~ op ~ U -~ ~ 0 ~ ~ ~ ~ ~ ~ m t~ a ~ rn ~ ~ o UcQo rnd CL Z ~ > O > ~ O O N "- O ~S U •U ~ N M ~ Z C ~,"~ O ; N ~ O~ p~ N ~ , ~ `-~ (.~ O ~ Q 00 CL ,~ N Q N O O t' -a IL ~ O .-: ~ O O DO ++ : ~+ '''' m + ~C] ~"O ro O N ~ ~ ~~ ~ n- c~u ~ N ~ U ~ ~ cv c~a Q ~' '~ ~ „- -C 0 0 ~- ~ L -a a w- ° a°i p O ~ O W U U U 2 U CZ_ C J V V W I- Z Z 0 0 LL J LL W Z W c 0 .~ .~ O U C N C a~ 0 C7 ~a U 0 J Q U (0 •U .~ a> m a O O i O .Q .~ z m a~ 2 0 m a C~ .~ 0 p N O O O C cu c N •~ m C L 0 v c ca J C O C O J Q~ U U .~ .~ ca U U m v O rn •U O O A N (n a C 0 U a c~ 2 L a~ N N c .~ c W C O O Q. C H 0 m C U D 0 C .C N td U U m O (~ c .~ U U rn ~ ~ O r ~ ~ •~ a1 Q C W U c a~ •U O Q a~ N CL O LL Q U a~ U c Q1 i 0 c .~ U N ,~ VJ rn O rn c .~ U U I- O O N O 0 a m n ~~ w= T w ~. ~' nN _~ ~~ •_ N ~, Q o D ~ r = v --1 3 ~ c u ~ ~, rn ~ n D~ ~' ~ `~ m Q- ~ .~ ~ ~3 ~ ~ ~ ~. o ~ Q ~ ~ ~ ~~ o n v o ~ ~, ,1 ~ ° cn e3 -- ~ o -, ~ ,. w v =~ ~ • y v ~ ~ ~-. - ~ v ~ ~ n. ~ ~ cu n ~ ~ fD W N :~ ~ ~ ~ . ~ m v ~ o CD c~ v ~ Q o m cn c~ _ Q ~ ~ can ° -~ ~ n ~ ~ s 3 v cn ~ o 0o v~ ~, ~ ~ . :_ ° ~ ~ ~ n W o. ~ rn ~ ~ ~ ,T. n o m ~ o ~;n v -ti ~ ,~ cu -1 ;~ ,gyp W ~ ~ ^' ~. ~~ ~ n ~ ~ n ~ ~ ~ ~ ~ ~ ~ ~ n ~ ~ ~ W ~ ~ ~ ~ O ~. O Q ~ ~ ~ 0 Sl1 ~ ~ ~ I~ -I y ~ ~ ~' ~ ~ o ~ ~ ~ .. ~ ~ o ~ _ ~' ~ ~ x ~ cv ~ v +', v n cn ~ ~ ~ ~ < ~ ~ J ~ ~ _ ~ ~ rn ~ cn ~ ° ~ ~ ~ ;-~ v~ ~ ~_ ~ ~ ~ ~ ~ ~ ~ O N 7 ~ ~ ~ 0 ~ O ~ ~ n ~ ~ O ~ ~ O fl- n ~ ~ ~ ~ ~ Q ~ rt r-r ~ . ~ ~ ~ ~ n 0 Q ~ ~ ""~ ~ ~ ~ ~ N ~ !n __ ~ 0 (O ,~ ~ G S~ 0 `G ~ 0 LL Z O as X_N p F- W ~ a~ a~ Q o- U W ,~ O TRAFFIC CALIVIiNG PROGRAi',A PRIORITIZATION WORKSHEET This worksheet will be completed by City of South San Francisco Traffic Advisory Committee (TAC) in accordance with the City of South San Francisco's Traffic Calming Plan. It will be used to prioritize Category 2 and Category 3 traffic calming projects. Project Name: 1. Traffic Volumes: Greater than 2,000 vehicles per day = 16 points 1,500 to 2,000 vehicles per clay = 12 points 1,000 to 1,500 vehicles per clay = 8 points 500 to 1,000 vehicles per day = 4 points Less than 500 vehicles per day = 0 points /16 points 2. Travel Speeds: 85th percentile speed greater than 12 mph over the speed limit = 12 points 85th percentile speed greater than 8 mph over the speed limit = 8 points 85th percentile speed greater than 4 mph over the speed limit = 4 points /12 points 3. Collision History: Greater than 5 collisions in a 3-year period that are correctable by the installation of traffic calming devices = 12 points Between 2 and 4 collisions in a 3-year period that are correctable by the installation of traffic calming devices = 8 points Less than 2 collisions in a 3-year period that are correctable by the installation of traffic calming devices = 4 points /12 points 4. School Presence: Is the study roadway a primary access route to schools, pedestrian facilities, or activity centers? 15 points for each destination that uses the study roadway segment as a primary route.. /45 points 5. Neighborhood Support: If majority of the neighborhood supports traffic calming = 5 points If the neighborhood has volunteered financial contributions to help finance the traffic calming plan = 5 points If the neighborhood agrees to maintain landscaping = 5 points !15 points Total Score 1100 points F- W W 2 .Z m~ >C O 0~ w0 ap Q 0=C O m t7 w z .q .~ .£ .Z .~ N/A ~aolnaa uluale~ oi}}eal pasodoad o} }uaoefpy ~(la}elpauaual aniq aaquanN auoyd ssaappy aan}eu6lS~auaeN pa}ul~d :(ueld anoaddy o} pannba~ aaquanN) le}ol.~o %5L :(s)aolnaQ 6uluale~ ol}}eal o} }uaoefpy ~(la}elpauaual saogy6laN }o aaquanlV le}ol :(veld anoaddy o} paalnba~ aaquanN) le}ol;}o %L9 :(puodsa~l o} paalnba~ ~aquanN) le}ol }o %L9 :eaay ~Gepuno8 ul saogy6laN }o aaquanN le}ol salaepuno8 }oa(oad auaeN }oafo,~d '}aay s 6ul}on sly} y}Inn veld }daouoo }}e~p e yoe}}y 'aa}}luauao~ IGosinpy ol}}e~l ooslouead ues y}nos ay} ~(q paulua~a}ap se 's}aaa}s pa}oa}}e gay}o se Mann se }aaa}s pa}oa}}e ay} sapnloul sloo} g ~(ao6a}e~ ~o} ~(aepunoq ~(anans ayl '}aaa}s pa}oa}}e ay} o} pa}luau sl sloo} Z tio6a}e~ .ao} /~epunoq ~(an.ins ayl ~(s)aolnap 6ulualeo ol}}ea} ay} ~(q pa}oa}}e ~(laeln6aa a~oua pue ~l}oaalp aaoua aq Minn ~(ay} asneoaq uol}ells}sul ay} }o anoadde }snug (s)aolnap 6ulualeo of}}ea} ay} o} }uaoe(pe Ala}elpauaual anll }ey} s}uaplsaa }o a6e}uaoaad as}eaa6 y 'uol}ells}sul ay} }o anadde }snug (s)aolnap 6ulualeo ol}}e~} ay} o} }uaoefpe Lla}elpauaual s}uaplsa~ ay} }o }uaoaad 5L pue 6ulpuodsaa saogy6lau ay} }o }uaoaad Lg }seal }e y}Inn `ueld len}daouoo ay} ~o lenoadde }uaoaad Lg amoas }snug s~aunno ssaulsnq pue s}uaplsa~{ 'leno~dde pooyaogy6lau aalnboe }snug sloo} S, ~(ao6a}e~ pue Z /~o6a}e~ apnloul }ey} sueld 6uluale;~ ol}}eal 13~HS JNIlOA QOOH2109HJ13N '9L ~5~ ~b~ '£~ 'Z6 ~~~ 'OL '6 .g 'L .9 'Sz '~z '~z 'zz '4Z 'OZ '6L '8L 'LL ASK sA~y~, 0 c-1 ~ y H J O c'QLIFOR~~~ to rt O AGENDA ITEM # 3 DATE: September 24, 2008 TO: The Honorable Mayor and City Council FROM: Terry White, Director of Public Works SUBJECT: RESOLUTION AUTHORIZING THE ACCEPTANCF, OF $16,426 IN GRANT FUNDING TO PROMOTE RECYCLING THROUGH COMMUNITY OUTREACH THROUGOUT THE SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT AND AMENDING THE PUBLIC WORKS 2008-2009 OPERATING BUDGET RECOMMENDATION: It is recommended that the City Council adopt a resolution authorizing the acceptance of $16,426 in grant funds to promote recycling through community outreach by including presentations, informational and promotional materials throughout the South San Francisco Unified School District Grades K-12 and amending the Public Works 2008-2009 operating budget. BACKGROUND/DISCUSSION: The Department of Public Works has received $16,426 in grant funds from the California Department of Conservation, Division of Recycling to promote recycling through community outreach. The grant funds will be used to increase diversion of beverage containers in the South San Francisco Unified School District Grades K-12 with recycling containers. The City will act as sponsor and the South San Francisco Unified School District will be implementing the recycling program goals and disbursement of the grant funds. Fi TNiliNf Funding for this project is through a grant provided by the Department of Conservation, Division of Recycling in the amount of $16,426. The grant funds will be issued to the South San Francisco Unified School District to implement the recycling program and requires an amendment to the 2008- 2009 operating budget to pass through these funds. CONCLUSION: Acceptance of these grant funds and amending the Public Works 2008-2009 operating budget will Staff Report Subject: Grant Funding to Promote Recycling Throughout the South San Francisco Unified School District Page 2 enable the South San Francisco Unified School Districtto augment its outreach to the Schoc,l District and promote litter prevention and assist the City in achieving its AB 939 waste diversion credits. ~~/ _ ~, Terry Whit Director o~ public Works ` s : ~ /. Approved: ~' Ba . Nage City Manager Attachments: Resolution TW/db/tw S:\Staff Report-White\Recycling Grant SSF School District 08 RESOLUTION NO. CITY COUNCIL, CITY OF SOiJTH SAN FRANCISCO, STATE OF CALIFORNIA RESOLUTION AUTHORIZING THE ACCEPTANCE OF $16,426 IN GRANT FUNDING TO PROMOTE RECYCLING THROUGH COMMUNITY OUTF:EACH BY INCLUDING PRESENTATIONS, INFORMATIONAL AND PROMOTIONAL MATERIALS THROUGOUT THE SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT GRADES K-12 AND AMENDING THE PUBLIC WORKS 2008-2009 OPERATING BUDGET WHEREAS, staff recommends the acceptance of grant funds from the Department of Conservation in the amount of $16,426 to promote recycling through community outreach and amending the Public Works 200'8-2009 operating budget; and WHEREAS, the grant funds will be used to increase diversion of beverage containers in the South San Francisco Unified School District Grades K-12 with recycling containers; and WHEREAS, South San Francisco Unified School District will be implementing; the recycling program goals and disbursement of the grant funds. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council li~ereby authorizes the acceptance of funds provided. by the Department of Conservation iri the amount of $ l 6,426 for the Recycling through Community Outreach Program and amending the Public Works 2008-2009 operating budget. * * * ~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the day of , 2008 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk o ~ y J O c'~LIFOR~l~ to e ort AGENDA ITEM # 4 DATE: September 24, 2008 TO: Honorable Mayor and City Council FROM: Terry White, Director of Public Works SUBJECT: RESOLUTION ACCEPTING THE WET WEATHER SEWER IMPROVEMENTS - PHASE II -CENTRAL AREA AS COMPLETE IN ACCORDANCE WITH PLANS AND SPECIFICATIONS AND APPROPRIATING $150,000 FROM SEWER FUND RESERVES AND AMENDING THE 2008-2009 CAPITAL IMPROVEMENT BUDGET RECOMMENDATION It is recommended that the City Council adopt a resolution accepting the Wet Weather Sewer Improvements -Phase II -Central Area project as complete in accordance with the plans and specifications, and appropriating $150,000 from Sewer Fund Reserves and amending the 2008-2009 Capital Improvement Budget (CIP). BACKGROUND/DISCUSSION K.J. Woods Construction Inc. of San Francisco was awarded construction for this project on June 13, 2007. New or upsized sewer lines were installed in Airport Boulevard, Armour Avenue, Cypress Avenue, Baden Avenue, Linden Avenue, and Hillside Boulevard. Portions of Cypress Avenue and Linden Avenue were reconstructed/repaved as part of this project. This project was the last phase of Wet Weather Program projects developed in response to a mandate by the Regional Water Quality Control Board (RWQCB) of the State of California, per the Cease and Desist Order (CDO) No. 97-104. During construction, the contractor encountered several unforeseen conditions. First, the installation of the line in Linden and Cypress Avenues was complicated due to the soil conditions ranging from extremely hard rock to running sand, which could not have been predicted during the bidding process. This reduced the contractor's rate of production for installation of the new sewer line and made excavating/shoring more difficult. Second, due to utility conflicts, it was required to relocate the line in Cypress Avenue. This included the replacement of curb, gutter and portions of sidewalk along the west side of Cypress Avenue. Third, when installing the new sewer line parallel to the existing line installed by Terrabay, it was found that the existing line was constructed with a slight curve which encroached into the new trench line. This required the contractor to work at a slower rate. Lastly, during the resurfacing of Cypress Avenue, extremely poor base conditions required reconstruction of the roadway between Baden Avenue and Miller Avenue. Staff Report Subject: RESOLUTION ACCEPTING THE WET WEATHER SEWER IMPROVI_;MENTS - PHASE II -CENTRAL, AREA AS COMPLETE IN ACCORDANCE WITH PLANS AND SPECIFICATIOI\lS AND APPROPRIATING $150,000 FROM SEV~TER FUND RESERVES TO THE PROJECT BUDGET Page 2 FUNDING This project was included in the City o~F South San Francisco's 2007-2008 Capital Improvement Program. The pipeline portion of this project is bf;ing financed through a State Revolving Fund (SFR) loan, which will be repaid over a 20-year period from the Sewer Fund. Since during construction, the contra<;tor encountered numerous unforeseen conditions recluiring realignment of pipelines, reduction of production and replacement of additional curb, sidewalk and pavement, an additional $150,000 is being transferred from the Sewer Fund Reserves. Shown below is the cost breakdown for the project budget: SRF Loan/Sewer Funds Additional Requested Sewer Funds Gas Tax Measure A Total Project Budget Bid Amount All change orders Construction management fees, geotechnical services, archaeological services, and :>taff costs Total Project Cost CONCLUSION $7,360,144.00 150,000.00 93,000.00 150,000.00 $7,753,144.00 $5,384,000.00 $1,024,000.00 $1,270,236.64 $7,678,236.64 This project is the final phase of the V~Jet Weather Program in response to a mandate issuf;d by RWQCB. The project was inspected by the City's construction management consultant and completed in accordance with the plans and specifications. The project has aone-year warranty period, which takes effect upon acceptance by the City Council. Staff will file a Notice of Completion and release the payment performance bonds and retention fundls at the end of the thirty-day lien period. By:~ (~ - Terry Whi Director o blic Works Approved: ~ ~ ~ arry M. Nagel City Manager Attachment: Resolution do/rr/tw/rc RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ACCEPTING THE WET WEATHER SEWER IMPROVEMENTS PHASE II -CENTRAL AREA AS COMPLETE IN ACCORDANCE WITH PLANS AND SPECIFICATIONS AND APPROPRIATING $ 150,000 FROM SEWER FUND RESERVES AND AMENDING TIRE 2008-2009 CAPITAL IMPROVEMENT BUDGET (CIP) WHEREAS, staff recommends that the City Council adopt a resolution accepting the Wet Weather Sewer Improvement -Phase: II -Central Area project as complete in accordance with the plans and specification, and appropriating $150,000 from Sewer Fund Reserves into t]he project budget and amending the 2008-2009 CIP; and WHEREAS, on June 13, 2007, the City Council awarded the construction contract to K.J. Woods Construction Inc. of San Francisco; and WHEREAS, this project was 'the final phase of Wet Weather Program developed in response to a mandate by the Regional Water (duality Control Board of the State of California, per the Cease and Desist Order (CDO) No. 97-104; and WHEREAS, this project was included in the City of South San Francisco's 2007-2008 CIP; and WHEREAS, since during construction, the contractor encountered numerous unforeseen conditions requiring realignment of pipelines, reduction of production and replacement of additional curb, sidewalk and pavement therefc-re, an additional $150,000 is being requested from the Sewer Fund Reserves. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the Council hereby accept the Wet Weather Sewer Improvements -Phase ][I -Central Area as complete in accordance with plans and specifications and appropriating $150,000 from Sewer Fund Reserves and amending the 2008-2009 CIP. * * * * ~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the day of , 2008 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk ~I S ~ ~o~~,~~~,~`V ~~ `9~ ~^ ~ n H v c'~LIFORj Staff Report AGENDA ITEM # 5 DATE: September 24, 2008 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: A RESOLUTION ADOPTING FINDINGS THAT PROVISION OF A LOAN TO MP SOUTH CITY, L.P. FOR THE ACQUISITION AND DEVELOPMENT OF A MIXED-USE AFFORDABLE HOUSING DEVELOPMENT AT 636 EL CAMINO REAL WILL BE OF BENEFIT TO THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA RECOMMENDATION It is recommended that the City Council adopt a Resolution finding that the provision of a $4,950,000 loan to MP South City, L.P. for the acquisition and development of an affordable housing project at 636 El Camino Real will be of benefit to the E1 Camina Corridor Redevelopment Project Area. BACKGROUND/DISCUSSION Mid-Peninsula Housing Coalition (MPHC) and the Redevelopment Agency of the City of South San Francisco (Agency)are proposing to enter into an Owner Participation Agreement to develop a mixed use, affordable rental housing project at the trailer park next to South San Francisco High School (636 E1 Camino Real). A development by MPHC presents an excellent opportunity for the City and Agency to revitalize a blighted area on El Camino and address the housing needs oflow- and moderate-income families in South San Francisco. MPHC secured the right to purchase the two acre property for $4,450,000 before it was formally marketed. This price represents a very reasonable purchase price of roughly $51 per square foot. Because of the desirability of this property, MPHC was only able to secure purchase rights for 90 days. The purchase option will expire on September 25th and requires MPHC to commit to acquiring the property on that date, or terminate its purchase option. At this time, MPHC has not prepared specific development plans for the site. The size and design of the development will depend on available financing and other development considerations. Nevertheless, MPHC believes it will be able to construct between 78 and 138 affordable units on the site. Staff Report Subject: Acquisition and Development Loan for 636 El Camino Real Page 2 On July 2, 2008, MPHC reviewed various conceptual development options with the City Council Housing Sub-Committee. Based on a favorable assessment by the Sub-Committee, staffis bringing the project before the Redevelopment Agency Board for its consideration. To facilitate the project's development, staffis also recommending that the Agency approve an additional $500,000 to help pay for a portion of the project's predevelopment expenses estimated at $1.6 million. MPHC will seek funding from other sources to cover the remaining $1.1 million in predevelopment costs. The purpose of the Agency's predevelopment loan is to help MPHC pay for design, engineering and ~°elocation expenses it will incur prior to reaching the stage where it can obtain construction financing for the development. The total Agency loan will be for $4,950,000. Because the Project will result in the destruction or removal of 12 mobile homes occupied below- and moderate-income households, on August 27, 2008, the Redevelopment Agency Board approved a replacement housing plan for this project:. The adopted replacement housing plan satisfies requirements of Section 33413.5 of the California health and Safety Code. In addition, pursuant to tl~e Owner Participation and Loan Agreement (OPA), MPHC will be responsible for compliancF; with all applicable relocation requirements. The attached OPA, Affordable Housint; Regulatory Agreement, Secured Promissory NotE;, Deed of Trust and other related documents describe the terms and conditions under which the Agency will provide $4,950,000 to MP South City, L.P., an MPHC affiliate created for this project. The key provisions of these agreements are summarized below: • The number of residential units, the square footage and density of the project, the design, the mix of land uses and the mix of affordable and market-rate (if an.y) residential units will be determined during the City's approval, entitlement and permit process in consultation with the City. • Depending on the size of the project, it may be necessary to build it in phases to accommodate tax-credit financing options. • Restricts project rents to be affordable to low-, very low- and moderate-income families for a period of not less than 55 years. • Forty-nine percent (49%) of the units will be restricted to households whose income- is less than or equal to sixty percent (60%) of area median income (AMI) and thirty-one percent (31 %) will be restricted. to households whose income is less than or equal to eighty-one percent (81 %) of AMI. (Note: per Article 34 the Agency can only restrict 49% of units below 80%AMI. At this time the Agency is restricting an additiona131 of the units to households 81 % .AMI, leaving the option to rent the remaining 20% of units as moderate-income or market rate units depending on the project's financing needs. If all the necessary affordable housing financing is available, it is likely rents for 100% of the units will range between 30% and 60% AML) Staff Report Subject: Acquisition and Development Loan for 636 El Camino Real. Page 3 • Upon completion of the project.. MPHC will give residents who live or work in South San Francisco occupancy preference. • Construction of the project must begin no later than 36 months following the date of the agreements and the project must receive a certificate of occupancy within 24 months following the start of construction. The final certificate of occupancy must be issued no later than 60 months :following the date of the agreements. • The Agency Note will carry a three percent (3 %) simple annual interest for a term of 55 years. Payments are due annually on a "residual receipt basis" with 50% of the surplus cash due to the Agency. The loan maybe extended for an additiona125 years provided the rent restrictions are also increased by an equal number of years. • The Agency will agree to subordinate its loan and option to purchase the project to senior lenders as needed to ensure the project's financing provided that the Agency 11as adequate protection for its investment pursuant to Redevelopment Law. • For 15 years following completion of the project, MPHC will receive an annual partnership management fee of $25,000 and an asset management fee of $5,000 from project cash flows. The fees will increase by 5% per annum. • Any surplus construction financing will first be used to fund project reserves before any repayments can be made to the Agency. FUNDING Funds are available to pursue this proj ect upon Agency Board approval of a budget amendment to the Agency's Low/Mod Housing Operating Budget and the Owner Participation and Loan Agreement with MP South City, L.P. Once the project design is further along, MPHC will prepare a financing plan and pursue funding from other sources for pedevelopment, construction and the p~°rmanent financing. Possible funding sources include State and Federal low-income housing tax credits and private activity bonds, Proposition 1(: Infill Grant, County of San Mateo HOME Prol;ram and HEART. However, depending on the density and type of project the City wants to see built on the site, and on whether MPHC can raise sufficient funds from other sources, it may be necessary to seek additional funding from the Agency. CONCLUSION It is recommended that the City Council approve a Resolution finding that the provision of a $4,950,000 loan to MP South City, L.1'. for the acquisition and development of an affordable housing project at 636 El Camino Real will be of benefit to the El Camino Corridor Redevelopment Project Area. Staff Report Subject: Acquisition and Development Loan for 636 El Camino Real Page 4 By: --- Marty Van Duyn Assistant City Manag r Attachment: Resolution ~- r Approved ~ ~, ~_ M. Nagel City Manager BMN:MVD:AFS RESOLUTION NO. CITY COUNCIL, CITY OF SO1~TH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ADOPTING FINDINGS TI-IAT PROVISION OF A LOAN TO MP SOUTH CITY, L.P. FOR THE ACQUISITION AND DEVELOPMENT OF A MIXED-USE AFFORDABLE HOUSING DEVELOPMENT AT 636 EL CAlvI[NO REAL WILL BE OF BENEFIT TO THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA AND APPROVING AN AMENDMENT TO THE AGENCY LOW/MOD HOUSING OPERATING BUDGET WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq. (the "CRL"), and pursuant to the authority granted thereunder, has the responsibility to carry out the Redevelopment Plan (the "Redevelopment Plan") for the El Camino Co~~ridor Redevelopment Project Area (the `'`Project Area"); WHEREAS, the Agency seeks development of certain real property located in the City of South San Francisco adjacent to the Project Area at 636 El Camino Real and known as San Mateo County Assessor's Parcel No. 014-160-040 (the "Property"); WHEREAS, MP South City, L.P., a California limited partnership ("Developer") (an affiliate of Mid-Peninsula Housing Coalition, a California nonprofit public benefit corporation) has the contractual ri;~ht to purchase the Property; WHEREAS, Developer proposes to develop amixed-use residential development on the Property that will be available at affordable rents to low-, very low-, and moderate- income households (thf; "Project"); WHEREAS, the Project ~,vill be of benefit to the Project Area because it will be in close proximity to the Project: Area and will increase the supply of housing that is affordable to low- and moderate-income residents of the Project Area and the City; WHEREAS, the terms and conditions for development and financing of the Project are more particularly described in a proposed Owner Participation and Loan Agreement (the "OPA") between Agency and Developer, copies of which have been provided to the City Council; WHEREAS, the proposed Agency financing for the Project includf;s an acquisition/predevelopment loan in the amount of Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000) (the "Loan") to be funded from the Agency's Low and Moderate-Income Housing Set-Aside Fund; and 1148234-1 j WHEREAS, Developer and Agency staff have negotiated the terms and conditions of (i) the OPA which among other provisions requires completion of all required environmental review in accordance with the California Environmental Quality Act (CEQA) prior to commencement of construction of the Project, requires Developer to comply with all applicable requirements related to relocation of existing residents, and provides that the Agency has an option to purchase the Property if Developer fails to develop the Project within specified time periods; (ii) an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants ("Regulatory Agreement") that will restrict rents for units in the Project at affordable levels for a period of 55 year;; (iii) a Secured Promissory Note (the ''`Note") that provides for repayment of the Loan on a residual receipts basis; and (iv) a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") pursuant to which the Agency will be provided a security interest in the Property and the Project to secure repayment of the Loan and compliance with the Regulatory Agreement. NOW, THEREFORE, BF; IT RESOLVED, by the City Council of the City of South San Francisco that it hereby: 1. Finds that the development of the Property in accordance with the OPA arld the provision of the Loan for the Project will facilitate the development of housing fol° low, very low- and moderate-income households and will be of benefit to the Project Area. 2. Appropriates from the Agf;ncy's Low and Moderate-Income Housing Fund the additional funds necessary to j:und the Loan and approves an amendment to the Agency Low/Mod Housing Operating Budget consistent with such appropriation. I hereby certify that the :foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the th day of 2008 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 1148234-1 2 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA THE SOUTH SAN FRANCISCO BENEVOLENT AND PROTECTIVE ORDER OF THE ELKS (THE "ORDER OF THE ELKS') ~ 0TH ANNIVF_RSARY WHEREAS, the Order of the Elks South San Francisco Lodge 2091, including over 600 member°s, reached its SO`h Anniversary milestone on September 9, 2008; and WHEREAS, the Order ofthe Elks is the IargestAmerican Benevolent Organization in the United States and its territories and its works are well known; and WHEREAS, the Order of the Elks is dedicated to the furtherance of Americanism and service of community and country, inclzding helping those who are less fortunate and many other benevolent activities; and WHEREAS, the South San Francisco Elks Lodge supports the Military Personnel of the United States by supporting veterans' hospitals and collecting and sending items to soldiers in Afghanistan on a regular basis; and WHEREAS, the South San Francisco Elks Lodge participates in the California- Hawaii Elks Major Project, Inc. and the Elks program for Children with Disabilities, provides college scholarships to students with disabilities, and hosts a holiday party for children with disabilities every year; and WHEREAS, the Order of Elks sponsors a Drug Awareness Program and participates in South San Francisco Day in the Park; and WHEREAS, the Order of Elks provides dictionaries to 2nd grade children and hosts a Spell-a-thou for elementary school children versus Senior Adults; and WHEREAS, the Order of Elks provides student of the month and college and technical school scholarships,- and WHEREAS, the Order of Elks participated in the Project Read Trivia Challenge and provided a donation for the South San Francisco Centennial Clock. NOW, THEREFORE, the Ciry Council of the City of South San Francisco does hereby congratulate the South San Francisco Benevolent and Protective Order of the Elks Lodge 2091 on its SO`h Anniversary of operation in our community and wishes the Organization's over 600 members happiness and good tidings in the years to come. Pedro Gonzalez, Mayor Karyl Matsumoto, Mayor Pro Tent Mark N. Addiego, Councilmember Richard A. Garbarino, Councilmember Kevin Mullin, Councilmember Dated: September 13, 2008 AGENDA ITEM # 6 O c~ y" ~ J O c'~LIFOR~l~ to e ort AGENDA. ITEM #7 DATE: September 24, 2008 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: RESOLUTION AUTHORIZING SUBMITTAL OF THE 2()07-2008 CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT (CAPER) TO THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) RECOMMENDATION It is recommended that City Council: 1) Hold a public hearing on the 2007-2008 Consolidated Annual Performance and Evaluation Report (CAPER), and 2) Adopt the attached Resolution authorizing the City Manager to execute all required documents for submittal to the Department of Housing and Urban Development. BACKGROUND/DISCUSSION The Department of Housing and Urban Development (HUD) requires communities receiving Community Development Block Grant (CDBG) funds to submit ayear-end Consolidated Annual Performance and Evaluation Report (CAPER). The report describes the City's housing and community development accomplishments during the 2007-2008 Fiscal Year and includes a financial summary of CDBG expenditures. CAPER reports are due to HUD 90 days after the completion of the jurisdiction's fiscal year. Prior to submitting the report the City must give the public an opportunity to review the CAPER and give testimony at a public hearing. The CAPER has been available for public review in the Office of Economic and Community Development since September 9, 2008, when the public notice was disseminated and the comment period began. Any comments received during the comment period or at the public hearing will be forwarded to HUD upon submittal of the report on September 30, 2008, the federally mandated deadline for the City's CAPER. In fiscal year 2007-2008, the City received a CDBG entitlement grant of $616,661 and projected $100,000 to be available in program income and $200,000 in prior year carry-over funds, for a total of $916,661 in CDBG funds. The City supplemented CDBG funds with $16,674 in HOME Administration funds received from the San Mateo County HOME Consortium and $40,800 in Redevelopment Agency funds, making a grand total of $974,135 in funding available foi• a broad range of community development activities in fiscal year 2007-08. The CDBG program is the primary funding source for many services the City provides including housing rehabilitation, commercial facade improvements, and public services (i.e. childcare, adult day care, emergency food assistance, homeless services, and tutoring). Staff Report Subject: 2007-2008 Consolidated Annual Performance and Evaluation Report (CAPER) Page 2 The 2007-2008 CAPER describes how CDBG Programs, supplemented with Redevelopment Agency funds, addressed the City's housing and non-housing community development needs and compares its accomplishments to the goals set forth in the 2007-2008 One Year Action Plan. This report further provides a comprehensive accounting of all CDBG funds allocated, expended, encumbered, or reprogrammed during the 2007-2008 fiscal year. In 2007-08, which is the final year of the Five Year Consolidated Plan for Housing, Economic and Community Development (Consolidated Plan), the City made considerable progress towards meeting the goals of providing core public services activities for low-income individuals and families>, including those at risk of becoming homeless and special needs groups. Additionally, the City met or exceeded its housing goals for the program year and for the five-year term of the Consolidated Plan. 7'he 2007-08 CAPER is consistent with the priorities established in the Consolidated Plan. The City continued to use CDBG grants to nonprofit agencies as its primary vehicle for providing core social services to low- income residents. Over the past five years, the City has funded a myriad of programs providing critical social services and affordable housing opportunities to the community in accordance with goals established for that planning period b}~ the City Council. The City's nonprofit partners have greatly leveraged their small CDBG grants ranging from $2,000 to $24,000 to maximize the services they offer South San Francisco residents. They have enriched the lives of many low-income residents through the services they provide. During fiscal year 200;-08, these programs have provided a broad array of services to 2, 890 individuals and 1,103 households. FUNDING SOURCES The adoption of this resolution will not affect funding resources. CONCLUSION It is recommended that City Council adopt the attached Resolution authorizing the City :Manager to execute all required documents for submittal of the City of South San Francisco's 2007-08 Consolidated Annual Performance and Evaluation Report to the Department of Housing and Urban Development. BY~ ____-----~ Approve ~ Marty Van Duyn a M. Nag Assistant City Manag City Manager °' Attachment: Resolution Consolidated Annual Performance and Evaluation Report - 2007-2008 RESOLUTION NO. CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING SUBMITTAL OF THE 2007-08. CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT ("CAPER") "CO THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT. WHEREAS, the Department of Housing and Urban Development ("HLD") requires communities receiving Community Development Block Grant ("CDBG") funds to submit a year-end Consolidated Annual Performance and Evaluation Report ("CAPER"); and WHEREAS, in fiscal year 2007-08, a total of $616,661.00 in CDBG funding; $16,647 in HOME funding received from the San Mateo County HOME Consortiium; and over $40,000 in South San Francisco Redevelopment Agency funds were available for a broad range of community development activities; and WHEREAS, the CAPER has been available for public review in the office of Economic and Community Development, City Hall, 400 Grand Avenue since September 9, 2008. NOW, THERFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager to submit the CAPER and execute all required documents for submittal to the Department of Housing an Urban Development. **** I hereby certify that the foregoing Resolution was regularly introduced and adopted by City Council of the City of South San Francisco at a regular meeting held on the 24th day of September, 2008 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk S:U-ICD files~Fortns & Templates~RESOLLTfION C.4PER.doc Page 1 ~~~~~~~ ~ wt 7' fi~~tP r,I ~ ~~ ~ 2007 08 CAPER '~ I ~ ~ ~ The CPMP Cor~solidated Annual Performance and Evaluation Report ~~ _ ~~~ includes Narrative Responses to CAPER questions that CDBG, '~~~~ ~,~~`- HOME, HOPWA, and ESG grantees must respond to each year in order to be compliant with the Consolidated Planning Regulations. The Executive Summary narratives are optional. The grantee must submit an updated Financial Summary Report (PR26). Executive Summary This module is optional but encouraged. If you choose to complete it, provide a grief overview that includes major initiatives and highlights that were proposed and executed throughout the first year. Program Year 1 CAPER Executive Summary response: Executive Summary The 2007-2008 CAPER describes how the City of South San Francisco addressed t:he City's housing and non-housing community development needs during the 2007- 2008 fiscal year. In April 2008, the City of South San Francisco adopted a Five Year Consolidated Plan for housing and non-housing community development activities for 2003-2008. The Consolidated Plan identifies the community's needs in housing, neighborhood improvements, social services, and economic development. It also sets priorities for addressing those needs and describes how the City will use Community Development Block Grant (CDBG), HOME, and local funds to address those needs. This document, the 2007-08 CAPER, is consistent with the priorities established in the 2003-2008 Five Year Consolidated Plan. The CAPER is organized by activity type and includes several sections including housing activities, non-housing community development activities, anti-poverty strategy, lead-based paint abatement, fair housing, coordination of public services, removal of affordable housing barriers, monitoring standards and procedures, and citizen participation. Much of the CAPER, however, focuses on describing the housing and non-housing community development activities the City carried out in 2007- 2008. For an overview of the types of programs and activities that the City undertakes to address the City's housing and non-housing priorities see the 2007'-08 Summary Accomplishments table in the additional files section. Housing Activities The City worked to increase and improve the supply of affordable housing through new construction and the acquisition and rehabilitation of existing housing. The City also funded a variety of programs that provided housing for special needs groups including homeless persons, domestic violence survivors, seniors, and persons wiith disabilities. 2007-08 CAPER 1 Page 2 Version 2.0 City of South San Francisco For homeowners, the City had several housing rehabilitation programs available. Through these programs, the City served low-income households. The City offered low-interest loans and grant vouchers to low-income homeowners for housing repairs. House Helpers, a minor home repair program, performed free repairs for 44 very-low income homeowners. The City also funded major repairs of 9 South San Francisco homes of low-income homeowners through the Rebuilding Together Peninsula program. The Center for Independence of the Disabled assisted 17 residents. Potential homebuyers were supported through the City's first-time homebuyer program, which continued to show success, providing loans for Slow-income famiilies in 2007-08. The City, along with Habitat for Humanity, completed the construction of 4 three-bedroom ownership units affordable to low-income families. The City worked with non-profit organizations to provide support services to low- income renters. La Raza Centro Legal and Project Sentinel provided assistance with reporting code enforcement violations to 40 residents. Our office also worked to increase the level of information available concerning affordable housing by creating packets and posting updated social services information on our website. To increase the availability of affordable rental units, the City Council passed an inclusionary housing agreement. This did not result in any new BMR units during !the 2007-08 fiscal year because Park Station only opened in fall 2008 and South City Lights has not opened their new buildings for occupancy. The City is also planning additional affordable housing options for our downtown area. The City adopted a continuum of care approach to assist families and individuals to break the cycle of homelessness. The City funded an array of non-profit agencies that provide housing and services to families at-risk of becoming homeless. By providing support services, transitional housing, and permanent housing, City-funded non-profit agencies are able to help residents find permanent housing and avoid episodes of homelessness. This year, with City funding, 4 families and 10 individuals resided in transitional housing programs and 2,825 individuals at-risk of becoming homeless received services such as assistance with rental security deposits and utility bill, shared housing referrals and life skills training. Elderly and disabled residents require special programs and services that enable them to remain in their homes in a safe and accessible environment. The City funds the Center for Independence of the Disabled (CID), which provides modifications to eliminate architectural barriers in their homes. CID assisted 17 low-income households this year. Non-Housing Community Development Activities To help create a vibrant community, the City of South San Francisco uses the Community Development Block Grant (CDBG) program to fund a variety of non- housing community development activities. These include public services to low- income residents and programs to improve commercial areas, public and community buildings, and low-income neighborhood amenities such as parks and community centers. Using CDBG, the City funds non-profit agencies that provide essential community services to low-income residents. Funded services included childcare, senior services, 2007-08 CAPER 2 Page 3 Version 2.0 City of South San Francisco general social services, battered women's services, disabled services, and youth services. The City also used CDBG funds to stimulate the economy in the Downtown area. The Commercial Facade Improvement Program provides financial and technical assistance to property owners undertaking structural and fagade improvements to their buildings. These improvements help owners increase the use of their commercial buildings, and improve the appearance of the downtown. A variety of grants and loans were provided to 4 businesses in the downtown area. These funds totaled $24,598 and went to help projects including new signage and windows for' the store buildings. Other Activities The City has a multifaceted approach to reducing the number of families living in poverty. First, the City participates in the construction and rehabilitation of housing that restricts rents to levels affordable to low-income residents. This helps reduce the number of families living in poverty by decreasing one of their largest expenses, rent, to a reasonable level. Second, commercial renovations help increase the number of pedestrian visits to the downtown. This in turn creates more spending and more job opportunities for low-income residents. Third, the City funds several nonprofit agencies whose services help low-income residents with childcare, literacy and other services. And finally the City contributes redevelopment agency fundinq_ to homeless shelters that include supportive services that help homeless people transition into employment and housing. The City works with other jurisdictions in San Mateo County to address lead-based paint hazards. Some of these collaborative lead-based paint abatement activities included: making training classes available to city staff and contractors, maintainiing a list of certified contractors and maintenance workers, and outreach concerning lead-based paint hazards. The City continued to work to overcome housing discrimination by contracting with two agencies, Project Sentinel and La Raza Centro Legal, to assist residents with housing-discrimination complaints. The two agencies provide counseling and advocacy in the areas of fair housing and housing habitability. To coordinate the delivery of services to residents, the City worked closely with non- profit social service providers, other cities, the County, and the Chamber of Commerce. Efforts include housing rehabilitation and development, lead paint abatement, downtown beautification, code enforcement, ending chronic homelessness and services for low-income residents. Additionally, the City actively participates in the San Mateo County HOME Consortium, the County's Continuum of Care Collaborative and the HOPE (Housing Our People Effectively) Committee. Finally, the City monitored its public policies to identify areas where it can make improvements. Geographic Area of Service The geographic area of service focuses on the City of South San Francisco. Within the city there are a few key areas of poverty that the CDBG program seeks to provide assistance. The first area is the old town section of the city. It is located near the downtown area and many of the homes are older. This area also features a high 2007-08 GAPER 3 Page 4 Version 2.0 City of South San Francisco concentration of low-income, immigrant residents. Currently, the city is working on developing a strategy for the downtown area. This plan will help the city decide how to properly utilize funds to meet the needs of the community. The other section o~F the city with high poverty is the Willow Gardens area. The City of South San Francisco completed a large project a few years ago -Willow Gardens - to help update the units in the area. General Questions 1. Assessment of the one-year goals and objectives: a. Describe the accomplishments in attaining the goals and objectives for the reporting period. b. Provide a breakdown of the CPD formula grant funds spent on grant activities for each goal and objective. c. If applicable, explain why progress was not made towards meeting the goals and objectives. 2. Describe the manner in whirh the recipient would change its program as a result of its experiences. 3. Affirmatively Furthering Fair• Housing: a. Provide a summary of impediments to fair housing choice. b. Identify actions taken to overcome effects of impediments identified. 4. Describe Other Actions in Strategic Plan or Action Plan taken to address obstacles to meeting underserved needs. 5. Leveraging Resources a. Identify progress in obtaining °other" public and private resources to address needs. b. How Federal resources from HUD leveraged other public and private resources. c. How matching requirements were satisfied. Program Year 1 CAPER General Questions response: 2007-08 CAPER 4 Page 5 Version 2.0 City of South San Francisco Assessment of One Year Goals and Objectives In order to clarify the goals and objective for each non-profit during the year, a chart has been included in the year 1 additional files' section. It breaks down the CPD formula and clarifies all of the goals and objectives for the programs funded by the City of South San Francisco during the 2007-2008 fiscal year. The recipients that did not meet their service goals include: North Peninsula Service Center -Social Services, Second Harvest Food Bank, Project Read and the Youth Services Bureau. The city will continue to work with all of the nonprofit agencies to meet their goals but it must be noted that most of these organizations only missed their stated go<~I by a small number and many of them typically serve within a range of persons. Our office still considers these programs to be successful. One exception -the Youth Services Bureau -missed their goal by a wide range. This was due to their reliance on volunteers, difficulty finding bilingual counselors and high staff turnover. Furthering Fair Housing The 2007-2008 fiscal year saw many interesting new dynamics. The housing mortgage crisis was in full swing and the City of South San Francisco did not come away from this issue unscathed. One of the largest problems came from renters vvho were bilked out of rent payments by landlord who had foreclosed on their home. Essentially, the landlords would take money wrongly from renters. Many of the victims of this crime are Hispanic. The 2007-2008 CDBG program funded two organizations - La Raza and Project Sentinel - to help homeowners and renters manage their housing issues. These organizations also dealt with tenant/landlord issues. La Raza was very helpful in terms of working with our Spanish speaking population. Unfortunately for our CDBG program, La Raza will not be working in our community next year due to a change in their mission and relocation to another area. Leveraging The City's yearly CDBG entitlement and HOME funds were leveraged with Redevelopment Agency funds and private investment. Projects leveraged with thE~se funds include: housing development projects, homelessness prevention, fair housing and first-time homebuyer loans. The nonprofit agencies receiving grants from they City leveraged the grants with their own agency funding from foundations, state and county grants, private donors, corporations, in-kind donors and/or fees for service. Managing the Process Describe actions taken during the last year to ensure compliance with program and comprehensive planning requirements. Program Year 1 CAPER Managing the Process response: Lead Agency The City of South San Francisco's Housing and Community Development Division (HCD) is the lead public agency responsible for developing and implementing the City's Consolidated Plan. HCD administers the City's Community Development Block Grant (CDBG) and Redevelopment Agency's tax increment funds. HCD is responsible for many of the activities and programs identified in the Consolidated Plan includiing 2007-08 CAPER 5 Page 6 Version 2.0 City of South San Francisco the City's housing rehabilitation program, voucher program, first time homebuyer program, new housing development programs, funding of nonprofit agencies, commercial development programs, and for some improvements of the City's public facilities and infrastructure. Organizations Consulted to Develop the Consolidated Plan The City of South San Francisco is a participating jurisdiction in the San Mateo County HOME consortium. South San Francisco consulted with San Mateo County in identifying community needs. The City also consulted with the following governmental and social service organizations in identifying community needs: Child Care Coordinating Council, Center for Independence for the Disabled, Shelter Network, Second Harvest Food Bank, Sitike Counseling Center, City of South San Francisco Adult Day Care Program, HIP Housing, North Peninsula Family Alternatives, North Peninsula Neighborhood Services Center, La Raza Centro Legal, John's Closet, PARCA, Ombudsman Program of San Mateo County and Project Read. HCD staff also participated in a workshop held by the City/County Association of Governments on housing needs in San Mateo County. Further detail on the City's process of developing the plan and for citizen participation can be found in the Citizen Participation Plan. Organizations Consulted to Deliver Services The City will work closely with non-profit social service providers, other cities, the County, and the Chamber of Commerce to coordinate the delivery of services to residents. The City will also assist neighborhood groups with space for events and materials to help them conduct community activities. Agency Coordination in FY 2008-2009 In 2008-2009, the City will work to strengthen its relationships with organizations serving the public. Specific efforts will include: 1. Plan additional events to deal with the increasing number of housing foreclosuires and financial difficulties throughout the community 2. Continue working with the County of San Mateo and other CDBG jurisdictions to implement HUD's Lead Safe Housing Regulation 3. Participate in the San Mateo County HOME Program Consortium 4. Fund non-profit agencies serving low-income residents 5. Continue to promote the First-Time Home Buyer Program that will create opportunities for first-time homebuyers through a partnership with First HomE~ Inc. 6. Work with businesses and the Chamber of Commerce on downtown beautification and other projects to improve the downtown 7. Work with nonprofit agencies and private developers to build affordable housing 8. Work with the Housing Endowment and Regional Trust (HEART) of San Mateo to increase the amount of affordable housing Citizen Participation ..~~ 2007-08 CAPER 6 Page 7 Version 2.0 City of South San Francisco 1. Provide a summary of citizen comments. 2. In addition, the performance report provided to citizens must identify the Federal funds made available for furthering the objectives of the Consolidated Plan. For each formula grant program,, the grantee shall identify the total amount of funds available (including estimated program income), the total amount of funds committed during the reporting period, the total amount expended during the reporting period, and the geographic distribution and location of expenditures. Jurisdictions are encouraged to include maps in describing the geographic distribution and location of investment (including areas of minority concentration). The geographic distribution and expenditure requirement may also be satisfied by specifying the census tracts where expenditures were concentrated. *Please note that Citizen Comments and Responses may be included as additional files within the CPMP Tool. Program Year 1 CAPER Citizen Participation response: CAPER A notice announcing the public comment period and a public hearing for the CAPER was published in the San Mateo County Times on September 9, 2008, and a public hearing was held on September 24, 2008. All notices informed citizens about the purpose of the CAPER and invited them to review the document and give comments to the City Council at the public hearing. Information concerning our social services programs has been posted publicly on the city website. This information includes website links to each non-profit and the resources awarded to each organization. Citizen Comments All verbal or written comments received during the CAPER public comment period or at the City Council's public hearing on September 24, 2008 will be included in the supplemental materials section. _ Institutional Structure Describe actions taken during the last year to overcome gaps in institutional structures and enhance coordination. Program Year 1 CAPER Institutional Structure response: In 2007-2008 the City continued to work closely with non-profit social service providers, other cities, the County, and the Chamber of Commerce to coordinate the delivery of services to residents and to assist neighborhood groups with space for- events and materials to help them conduct community activities. Specific efforts included: - Participated in the San Mateo County HOME Program Consortium - Worked with the County of San Mateo and other CDBG jurisdictions to implement HUD's Lead Safe Housing Regulation _ 2007-08 CAPER 7 Page 8 Version 2.0 City of South San Francisco - Served as a member of the County's Continuum of Care Task Force - Joined the Stakeholder Committee of HOPE (Housing our People Effectively): The Plan to Prevent and End Homelessness in San Mateo County - Funded fourteen (14) agencies serving low-income residents to address needs diverse as childcare, senior services, homelessness, and counseling for battered women and services for disabled people - Participated with the County of San Mateo and a nonprofit organization to provicle education and opportunities for first-time homebuyers - Assisted downtown businesses and the Chamber of Commerce with downtown beautification and improvement projects - Worked with the County of San Mateo, other entitlement cities, and nonprofit agencies to address concerns identified in the Analysis of Impediments for Fair Housing for all of San Mateo County - Continued to work with BRIDGE Housing to develop affordable housing on County owned property located at Grand and Oak Avenues - Worked with La Raza Centro Legal and Project Sentinel to provide fair housing representation and counseling - Continued to work collaboratively with North Peninsula Neighborhood Services Center to manage the City's minor home repair program - Provided resources and information through our city website to help increase information and awareness concerning our programs Monitoring 1. Describe how and the frequency with which you monitored your activities. 2. Describe the results of your monitoring including any improvements. 3. Self Evaluation a. Describe the effect programs have in solving neighborhood and community problems. b. Describe progress in meeting priority needs and specific objectives and help make community's vision of the future a reality. c. Describe how you provided decent housing and a suitable living environment and expanded economic. opportunity principally for low and moderate-income persons. d. Indicate any activities falling behind schedule. e. Describe how activities and strategies made an impact on identified needs. f. Identify indicators that would best describe the results. g. Identify barriers that had a negative impact on fulfilling the strategies anci overall vision. 2007-0$ CAPER 8 Page 9 VerSlOn 2.0 City of South San Francisco h. Identify whether major goals are on target and discuss reasons for those that are not on target. i. Identify any adjustments or improvements to strategies and activities that might meet your needs more effectively. Program Year 1 CAPER Monitoring response: We have made great progress in serving the needs of our community and low- income residents. Because of the fall out from the recent mortgage crisis, staff has worked hard to manage the affects on the community. The 15% cap on social services has created a serious impediment to providing additional resources for those in need. Budget cuts have also closed off opportunities for increased services at a time when they are most needed. In response, our housing and community development office altered its goals to assist homeowners in danger of foreclosurE~ by partnering with non-profits that have the ability to provide mortgage counseling. Adjustments in HUD funding requirements would help our office to better meet the needs of our residents. The City has a multifaceted approach to reducing the number of families living in poverty. First, the City participates in the construction and rehabilitation of housing that restricts rents to levels affordable to low-income residents. This helps reduce the number of families living in poverty by decreasing one of their largest expenses, rent, to a reasonable level. Second, commercial renovations help increase the economic vitality number of pedestrian visits to the downtown. This in turn creates more spending and more job opportunities for low-income residents. Third, the City funds several nonprofit agencies whose services help low-income residents with childcare, literacy and other services. Fourth, the City contributes RDA funding to homeless shelters that include supportive services that help homeless people transition into employment and housing. The City has established procedures that ensure City programs comply with federal program requirements and City policies. For agencies that receive CDBG, HOME and RDA funding, the City required and the agencies submitted quarterly reports of their accomplishments and financial transactions. These reports keep the City informed about the progress agencies are making towards meeting their objectives. The City also conducts site visits and requires the agencies to submit an annual audit. The City Council has reviewed the City's annual reports to ensure that the City is applying its resources to meet community goals. The reports reviewed this year include the CAPER (Consolidated Annual Performance & Evaluation Report) for federal programs, the annual report for the Redevelopment Agency and the annual city audit. - Lead-based Paint 1. Describe actions taken during the last year to evaluate and reduce lead-based paint hazards. Program Year 1 CAPER Lead-based Paint response: 2007-08 CAPER 9 Page 10 Version 2.0 City of South San Francisco The U.S. Department of Housing and Urban Development (HUD) promulgated new regulations on September 15, 1999 establishing requirements for notification, evaluation and reduction of lead-based paint hazards in federally owned residential property and housing receiving federal assistance. The purpose of these regulations is to protect children under the age of six by eliminating or minimizing lead-based paint hazards in housing. The regulation significantly increases the quantity of testing and home maintenance, repair, or rehabilitation work that must be perfornned in a lead-safe manner. They also require lead hazard controls based on programs, which vary depending on the nature of the activity, amount of assistance, and duration of the relationship with the recipient of federal funding. The San Mateo County Childhood Lead Poisoning Prevention Program has identified the City as a high-risk area. This designation is based on the City being in the upper 50th percentile for proportion of families living in poverty as well as the City's proportion of population under the age of six and proportion of housing stock built: before 1950. Because of this situation, South San Francisco has been a leader in the lead abatement movement and was one of the first cities in the county to work ors managing the process of lead abatement in houses and commercial buildings. The; City of South San Francisco is aware of lead paint hazards in its community because of the age of the existing housing stock, particularly in the historic downtown district. The City has become a model of how to manage the lead removal process in the county. According to the Consumer Product Safety Commission, about two-thirds of the homes built before 1940 and one-half of the homes built from 1940 to 1960 contain heavily leaded paint. Some homes built after 1960 also contain heavily leaded paint. It may be on any interior or exterior surface, particularly on woodwork, doors, and windows. In 1978, the U.S. Consumer Product Safety Commission lowered the legal maximum lead content in most kinds of paint to 0.06% (a trace amount).1 HUD's new Lead Safe Housing Regulation took effect on September 15, 2000. The County of San Mateo and the cities of South San Francisco, San Mateo, Daly City, and Redwood City worked together to submit a Lead Based Paint Transition Plan t:o HUD and to implement the regulations by August 2001. South San Francisco has met this deadline and is in compliance with the regulations. At this time, it is assumed that roughly 5,000 homes in South San Francisco have lead based paint.. Actions to Reduce Lead Based Paint The City of South San Francisco addresses lead paint hazards in all of it housing and commercial buildings. This helps prevents lead poisoning among tenants and residents. Further, the City will continue to work with other cities in San Mateo County and the County of San Mateo to make training classes available to city staff and contractors. Besides sharing information on training classes, the cities and County will to maintain a list of certified contractors and maintenance/rehab wor~:ers that can perform work for afl the jurisdictions. The City encouraged its regular contractors and their workers to become certified abatement workers/supervisor<_~. Bid packages will include information about lead-based paint hazards and training Consumer Product Safety Commission, "what You Should Know About Lead Based Paint in Your Home: Safety Alert" CPSC Document #5054 2007-08 CAPER 10 Page 11 Version 2.0 City of South San Francisco available to contractors. Outreach efforts included letters, media publications and other direct outreach to the City's contractors and other potential contractors. Last, the City of South San Francisco conducted educational efforts to make residents more aware of the risk of lead paint and also collaborates with the code enforcement department. The City of South San Francisco continued to work with the County of San Mateo and other cities on the Peninsula concerning training. _ Housing Needs *Please also refer to the Housing Needs Table in the Needs.xls workbook. 1. Describe Actions taken during the last year to foster and maintain affordable housing. Program Year 1 CAPER Housing Needs response: The key obstacle the City faced in meeting underserved needs was the lack of available funds. The City leveraged its limited funds to the fullest extent possible and used them most efficient manner possible. The City accomplished this by working and coordinating with various organizations to maximize the use of City funds. By drawing on the expertise and resources of various organizations, the City was able to serve a greater number of city residents. To overcome the obstacles of meeting underserved housing needs as well as fostering the development of affordable housing, the City continued to make an effort to purchase substandard and/or underutilized land to create affordable housing opportunities. In addition, the City's Inclusionary Housing ordinance requiring ne~v housing developments to make 20 percent of the units affordable to low- and moderate-income families for 55 years is proving to be a success. The City has negotiated for more than 160 below market rate units in various new projects that will be developed over the next few years. Furthermore, the City began to work with non-profit developers to beginning making plans for new affordable housing projE~cts in the City of South San Francisco. During the last year, there has been an increase in the need for affordable housing resources as variable rate mortgages shifted to much higher rates. An additional focus in the affordable housing area became how we might help home-owners make the homes that they owned more affordable. To that end, the staff at the HCD ofFice began focusing on organizing Foreclosure Pi-eventions seminars and a Mortgage Fair which are expected to take place in the 2008-2009 fiscal year. Remove Barriers to Affordable Housing/Governmental Constraints In an effort to foster and maintain the supply of affordable housing and to remove barriers to affordable housing development, the City of South San Francisco continued to monitor its policies to identify areas where the City can make improvements. 2007-08 CAPER 11 Page 12 Version 2.0 City of South San Francisco ~.~~. The City's approved Housing Element has a review and analysis of the City's housing stock, demographics, availability of land, constraints to developing housing, and many other factors. With the City's new Housing Element in place, the City continues working to foster, maintain, and remove barriers to affordable housing. 1. Implementing an adopted density bonus ordinance 2. Enforce the City's Inclusionary Housing ordinance requiring that 20 percent of all new housing units in residential developments of 4 or more units in the City be affordable to moderate-income families 3. Encourage Transit Oriented development near the South San Francisco and Sari Bruno BART Stations 4. Expediting reviews of affordable housing projects and provide technical assistance to developers 5. Apply amended zoning ordinance to give disabled residents greater flexibility making accessibility modifications to their homes 6. Allowing higher densities in senior housing projects 7. Permitting reduced parking requirements for senior-care facilities 8. Requiring builders to include disabled-accessible units in new apartment projectts Specific Housing Objectives 1. Evaluate progress in meeting specific objective of providing affordable housing, including the number of extremely low-income, low-income, and moderate- income renter and owner households comparing actual accomplishments with proposed goals during the reporting period. 2. Evaluate progress in providing affordable housing that meets the Section 215 definition of affordable housing for rental and owner households comparing actual accomplishments with proposed goals during the reporting period. 3. Describe efforts to address ''worst-case" housing needs and housing needs of persons with disabilities. Program Year 1 CAPER Specific Housing Objectives response: The City continues to endeavor to increase and improve the supply of affordable housing through new construction and the acquisition and rehabilitation of existing housing. The City also funds a variety of programs that provide housing for special needs groups including homeless persons, domestic violence survivors, seniors, and persons with disabilities. The City addresses the housing needs of residents with special needs through a variety of programs. For homeless people, the City implements a continuum of care approach to help families and individuals break the cycle of homelessness. By providing support services, transitional housing, and permanent housing, City-funded non-profit agencies are able to help residents find permanent housing and avoid episodes of homelessness. The City funds an array of non-profit agencies that provide housing and services to families at-risk of becoming homeless. Addressing 2007-08 CAPER 12 Page 13 Version 2.0 City of South San Francisco _ the special needs of chronically homeless individuals is important to South San Francisco. Active participation in the County of San Mateo's HOPE (Housing our People Effectively) Initiative is one way the City is working to combat the problem. The City also funds Communities Overcoming Relationship Abuse (CORA), which runs an emergency shelter for domestic violence survivors with supportive services. Elderly and disabled residents require special programs and services that will allow them to remain in their homes in a safe and accessible environment. The City funds the Center for Independence of the Disabled, which provides modifications to eliminate architectural barriers in their homes and funds the House Helpers program which assists seniors and disabled persons with minor home repairs. As one way of maintaining existing affordable housing units, the City has several housing rehabilitation programs which are available for low-income homeowners. 'The City offers low-interest loans and grant vouchers to low-income homeowners for housing repairs. The City also funds a minor home repair program to perform free minor home repairs for very low-income homeowners. The City will also fund major repairs of three South San Francisco homes of low income homeowners through the Rebuilding Together Peninsula program. For potential homeowners, the City will continue its first time homebuyer prograrr~ for low and moderate-income residents and require the future availability of below- market-rate units for sale in new ownership developments of four units or more through the City's Inclusionary Housing Ordinance. Some BMR units will be affordable for sale to people at or below 120% of the Area Median Income (AMI) <~nd some for people below 80% AMI. For moderate and low-income renters, the City will require the future availability of below market rate rental units in new rental developments of four units or more through the City's Inclusionary Housing Ordinance. The BMR rental units will be ,affordable to people at 50% - 120% of the AMI. For very-low income renters, the City's Affordable Housing Acquisition and Rehabilitation Program works with private rental property owners and non-profit organizations to identify suitable rental properties that can be acquired and/or rehabilitated to provide housing for very-low income renters. During the last fiscal year, the city began renovations of 5 homes in its portfolio. One of these homes is located on Commercial Avenue, 1 on Miller Avenue and 3 on Linden Avenue. The City of South San Francisco referred the ~~worst-case" housing needs situations to homeless shelters, the County Housing Department or the City of South San Francisco Public Housing Authority. Although our office does not manage section ~B vouchers, staff provides information concerning their availability and occasionally assists low income tenants with filling out the application. Due to our limited resources, partnership poses the best opportunity for managing special cases. _ Public Housing Strategy 1. Describe actions taken during the last year to improve public housing and resident initiatives. 2007-08 CAPER 13 Page 14 Version 2.0 City of South San Francisco e Program Year 1 CAPER Public Housing Strategy response: The South San Francisco Public Housing Authority operates as a separate entity ar~d submits a Consolidated Plan to HUD separately from the City of South San Francisco. The South San Francisco PHA manages 80 units of affordable public housing. Information about the needs and strategy of the South San Francisco PHA can be found in the South San Francisco PHA Annual Plan. Barriers to Affordable Housing 1. Describe actions taken during the last year to eliminate barriers to affordable housing. Program Year 1 CAPER Barriers to Affordable Housing response: In an effort to foster and maintain the supply of affordable housing and to removE~ barriers to affordable housing development, the City of South San Francisco continued to monitor its public policies to identify areas where the City can make improvements. The City continued to maintain and encourage affordable housing development by: • Implementing adopted density bonus ordinance • Enforced the City's Inclusionary Housing Ordinance requiring that 20% of all new housing units in residential developments of 4 or more units in the City be affordable to moderate income families • Expedited reviews of affordable housing projects and provide technical assistance to developers • Applied amended zoning ordinance to give disabled residents greater flexibility making accessibility modifications to their homes _ _ HOME/ American Dream Down Payment Initiative (ADDI) 1. Assessment of Relationship of HOME Funds to Goals and Objectives a. Evaluate progress made toward meeting goals for providing affordable housing using HOME funds, including the number and types of households served. 2. HOME Match Report a. Use HOME Match Report HUD-40107-A to report on match contributions for the period covered by the Consolidated Plan program year. 3. HOME MBE and WBE Report a. Use Part III of HUD Form 40107 to report contracts and subcontracts with Minority Business Enterprises (MBEs) and Women's Business Enterprises (WBEs). 4. Assessments a. Detail results of on-site inspections of rental housing. 2007.08 CAPER 14 Page 15 Version 2.0 City of South San Francisco - b. Describe the HOME jurisdiction's affirmative marketing actions. c. Describe outreach to minority and women owned businesses. Program Year 1 CAPER HOME/AUDI response: The City of South San Francisco did not receive any ADDI funds but did receive $16,647 in HOME funds. The HOME funds were used to support two local non-profits called Project Sentinel and La Raza. Their primary function is to assist individuals with housing problems such as discrimination, repairs, substandard housing conditions, deposits, privacy, dispute resolution, and mortgage foreclosure. In addition to fair housing services, the agency's services include tenant and landlord counseling, mediation of landlord tenant and other community disputes, HUD certified first-time homebuyer counseling and workshops, and mortgage default counseling.2 Homeless Needs *Please also refer to the Homeless Needs Table in the Needs.xls workbook. 1. Identify actions taken to address needs of homeless persons. 2. Identify actions to help homeless persons make the transition to permanent housing and independent living. 3. Identify new Federal resources obtained from Homeless SuperNOFA. Program Year 1 CAPER Homeless Needs response: Special Needs Populations To the extent practical, the City of South San Francisco attempted to estimate the number of persons in various subpopulations in order to identify their needs. However, it is challenging to clearly assess how many people in South San Francisco fall into each sub-population. Below is a description of the City's best estimates of the special needs population, their needs, and priorities to address their needs. Much of this data was culled from the year 2000 US Census Bureau report. Because the census is done every 10 years, much of this information may have slightly different numbers. Updated information will be reported in future CAPERs as it becomes available from the 2010 census. Summary of Specific Homeless/Special Needs Objectives The City of South San Francisco set specific objectives to address homeless neecls. Following is a description of these objectives as well as a description of how the City will use Federal, State, local, and private resources to address the needs identified for the period covered by the Consolidated Plan. 2 This information was taken from the Project Sentinel website: http://www.housing.org/about_us.htm 2007-08 CAPER 15 Page 16 VerSlon 2.0 City of South San Francisco e The numeric goals contained in these priorities are based on the one year goals of each of the following programs. Because funding decisions are made annually as 'to which agencies will be funded for the following program year, it is possible that some of the numeric goals will shift over the five years if there are changes in which agencies are providing which services. Priority: Provide service-enriched shelter and transitional housing for homeless individuals and families. 1.0. Provide emergency and transitional shelter for families It is the City's goals to provide funding to organizations that provide shelter, transitional housing, and services to homeless families. 1.1. Shelter Network -Crossroads ($18,000 RDA) (met goal) Crossroads provides transitional housing and comprehensive support services to homeless. On-site services include support groups, job development and other individualized services to help families' secure permanent housing. The program is available to individuals citywide. The City funded this program with RDA funds leveraged by the County of San Mateo, other cities on the Peninsula, private foundations, and private donors. The Shelter planned to serve 10 South San Francisco residents and 35 individuals. During the -2007-2008 fiscal year the Sheli:er Network Crossroads program served 55 individuals and 15 households. 2.0. Provide emergency and transitional shelter for individuals It is the City's goals to provide funding to organizations that provide shelter, transitional housing, and supportive services to homeless individuals. 2.1. Shelter Network -Maple Street ($7,500 RDA) (met goal) Maple Street Shelter provides transitional housing and comprehensive support services to homeless individuals. On-site services include support groups, job development and other services to help individuals' secure permanent housing. Tlhe City will fund this program with RDA funds that will be leveraged by the County of San Mateo, other cities on the Peninsula, private foundations, and private donors. The program expected to serve 20 individuals and 20 households during the course of the 2007-2008 fiscal year. They ended up serving 43 individuals and 43 households. 3.0. Provide emergency and transitional shelter for domestic violence survivors and their children It is the City's goals to provide funding to organizations that provide shelter, transitional housing, and services to domestic violence survivors and their children. 3.1. Center Overcoming Relationship Abuse ($4,000 CDBG) (met goal) CORA provides shelter for domestic violence survivors and their children as well as food, clothing, counseling and legal services. Services are provided in English, Spanish, and Tagalog. The City funded this program with CDBG funds leveraged by the County of San Mateo, other cities on the Peninsula, private foundations, and private donors. The CORA program expected to serve 2 households and 5 individuals during the 2007-2008 fiscal year. At the end of the fiscal year the program had served 10 individuals and 4 households. Chronic Homelessness and Prevention 2007-08 CAPER 16 Page ~7 Version 2.0 City of South San Francisco Managing homeless prevention and chronic homelessness requires many of the same tools. Chronic homelessness occurs when efforts to prevent homelessness continually fail. The City funded agencies that provide temporary housing resources for victims of domestic violence or those seeking transitional housing. Other agencies such as. North Peninsula Neighborhood Services Center provided emergency hotel vouchers for residents in need of immediate shelter. The HCD office at City Hall provided informational packets upon request for residents seeking housing options. Each packet consists of the county list of affordable rental units as well as information concerning HIP Housing and North Peninsula Neighborhood Services Center. Referrals to service-enriched housing are also provided if needed. Barriers to Homelessness Prevention The main barrier to homeless prevention is the lack of available funding for non- profit agencies. Many of the organizations funded by the city in the past have faced serious cuts in funding which will alter their ability to serve the needs of the community. The City of South San Francisco did not receive any funds from the Homeless Super N O FA. Specific Homeless Prevention Elements 1. Identify actions taken to prevent homelessness. Program Year 1 CAPER Specific Housing Prevention Elements response: The City of South San Francisco worked along side its key social service agency, ~-he North Peninsula Neighborhood Services Center (NPNSC), to help manage cases where families were at the risk of becoming homeless. When a family has been identified as being at-risk, our staff speaks with the household concerning affordable options such as applying for Section 8, public housing or home sharing options. The family is then referred to NPNSC for further assistance and follow-up. Often times;, the family is able to get by with extra supplies of foodstuffs, rental assistance or utility bill assistance. Towards the end of the 2007-2008 fiscal year, there was an increase in the number of calls asking for assistance. With the increasing numbers of residents struggling with their mortgage payments, the need for homeless prevention resources also grew. Unfortunately, there was a very limited pool of financial resources from which to draw upon. Emergency Shelter Grants (ESG) 1. Identify actions to address emergency shelter and transitional housing needs of homeless individuals and families (including significant subpopulations such as those living on the streets). 2. Assessment of Relationship of ESG Funds to Goals and Objectives 2007-08 CAPER 17 Page 18 Version 2.0 City of South San Francisco a. Evaluate progress made in using ESG funds to address homeless and homeless prevention needs, goals, and specific objectives established in the Consolidated Plan. b. Detail how ESG projects are related to implementation of comprehensive homeless planning strategy, including the number and types of individuals and persons in households served with ESG funds. 3. Matching Resources a. Provide specific sources and amounts of new funding used to meet match as required by 42 USC 11375(a)(1), including cash resources, grants, and staff salaries, as well as in-kind contributions such as the value of a building or lease, donated materials, or volunteer time. 4. State Method of Distribution a. States must describe their method of distribution and how it rated and selected its local government agencies and private nonprofit organizations acting as subrecipients. 5. Activity and Beneficiary Data a. Completion of attached Emergency Shelter Grant Program Performance Chart or other reports showing ESGP expenditures by type of activity. Also describe any problems in collecting, reporting, and evaluating the reliability of this information. b. Homeless Discharge Coordination i. As part of the government developing and implementing a homeless discharge coordination policy, ESG homeless prevention funds may be used to assist very-low income individuals and families at risk of becoming homeless after being released from publicly funded institutions such as; health care facilities, foster care or other youth facilities, or corrections; institutions or programs. c. Explain how your government is instituting a homeless discharge coordination policy, and how ESG homeless prevention funds are being used in this effort. Program Year 1 CAPER ESG response: No Response Required Community Development *Please also refer to the Community Development Table in the Needs.xls workbook. Assessment of Relationship of CDBG Funds to Goals and Objectives a. Assess use of CDBG funds in relation to the priorities, needs, goals, and specific objectives in the Consolidated Plan, particularly the highest priority activities. b. Evaluate progress made toward meeting goals for providing affordable housing using CDBG funds, including the number and types of households served. Indicate the extent to which CDBG funds were used for activities that benefited extremely low-income, low-income, and moderate-income persons. 2007-OS CAPER 18 Page 19 VerSI0t1 2.0 City of South San Francisco 2. Changes in Program Objectives a. Identify the nature of ar~d the reasons for any changes in program objectives and how the jurisdiction would change its program as a result of its experiences. 3. Assessment of Efforts in Carrying Out Planned Actions a. Indicate how grantee pursued all resources indicated in the Consolidated Plan. b. Indicate how grantee provided certifications of consistency in a fair and impartial manner. c. Indicate how grantee did not hinder Consolidated Plan implementation by action or willful inaction. 4. For Funds Not Used for National Objectives a. Indicate how use of CDEiG funds did not meet national objectives. b. Indicate how did not cornply with overall benefit certification. 5. Anti-displacement and Relocation -for activities that involve acquisition, rehabilitation or demolition of occupied real property a. Describe steps actually taken to minimize the amount of displacement resulting from the CDBG-assisted activities. b. Describe steps taken to identify households, businesses, farms or nonprofit organizations who occupied properties subject to the Uniform Relocation A,ct or Section 104(d) of the Housing and Community Development Act of 1974, as amended, and whether or not they were displaced, and the nature of their needs and preferences. c. Describe steps taken to ensure the timely issuance of information notices to displaced households, businesses, farms, or nonprofit organizations. 6. Low/Mod Job Activities -for economic development activities undertaken where jobs were made available but not taken by low- or moderate-income persons a. Describe actions taken by grantee and businesses to ensure first consideration was or will be given to low/mod persons. b. List by job title of all the permanent jobs created/retained and those that were made available to low/mod persons. c. If any of jobs claimed as being available to low/mod persons require special skill, work experience, or education, provide a description of steps being taken or that will be taken to provide such skills, experience, or education. 7. Low/Mod Limited Clientele Activities -for activities not falling within one of tf,,e categories of presumed limited clientele low and moderate income benefit a. Describe how the nature, location, or other information demonstrates the activities benefit a limited clientele at least 51% of whom are low- and moderate-income. 8. Program income received a. Detail the amount of program income reported that was returned to each individual revolving fund, e.g., housing rehabilitation, economic development, or other type of revolving fund. b. Detail the amount repaid on each float-funded activity. c. Detail all other loan repayments broken down by the categories of housing rehabilitation, economic development, or other. d. Detail the amount of income received from the sale of property by parcel. 2007-08 CAPER 19 Page 20 Version 2.0 City of South San Francisco 9. Prior period adjustments -where reimbursement was made this reporting period for expenditures (made in previous reporting periods) that have been disallowed, provide the following information: a. The activity name and number as shown in IDIS; b. The program year(s) in ~Nhich the expenditure(s) for the disallowed activity(ies) was reported; c. The amount returned to line-of-credit or program account; and d. Total amount to be reimbursed and the time period over which the reimbursement is to be made, if the reimbursement is made with multi-year payments. 10. Loans and other receivables a. List the principal balance for each float-funded activity outstanding as of the end of the reporting period and the date(s) by which the funds are expectE~d to be received. b. List the total number of other loans outstanding and the principal balance owed as of the end of the reporting period. c. List separately the total number of outstanding loans that are deferred or forgivable, the principal balance owed as of the end of the reporting period, and the terms of the deferral or forgiveness. d. Detail the total number .and amount of loans made with CDBG funds that have gone into default and for which the balance was forgiven or written off during the reporting period. e. Provide a List of the parcels of property owned by the grantee or its subrecipients that have been acquired or improved using CDBG funds and that are available for sale as of the end of the reporting period. 11. Lump sum agreements a. Provide the name of the financial institution. b. Provide the date the funds were deposited. c. Provide the date the use of funds commenced. d. Provide the percentage of funds disbursed within 180 days of deposit in the institution. 12. Housing Rehabilitation -for' each type of rehabilitation program for which projects/units were reported as completed during the program year a. Identify the type of program and number of projects/units completed for Each program. b. Provide the total CDBG Punds involved in the program. c. Detail other public and private funds involved in the project. 13. Neighborhood Revitalization Strategies -for grantees that have HUD-approved neighborhood revitalization strategies a. Describe progress against benchmarks for the program year. For grantees with Federally-designated EZs or ECs that received HUD approval for a neighborhood revitalization strategy, reports that are required as part of the EZ/EC process shall suffice for purposes of reporting progress. Program Year 1 CAPER Community Development response: 1. Assessment of Relationship of CDBG Funds to Goals and Objectives 2007-08 CAPER 20 Page 21 Version 2.0 City of South San Francisco All of the funds were utilized to meet the goa-s and objectives specified by HUD and our community needs as specified in the comments we receive concerning our annual plan. Most of our funding is used for home repairs and social services needs. During the 2007-08 fiscal year, there were many additional need due to the housing crisis that swept the nation. The main barrier to the City of South San Francisco reaching more individuals is the lack of funding and the rigid restrictions capping social services spending to 15%. of the entitlement grant. During 2007-2008, 1,103 households were served. Of these families the income breakdown is as follows: 5;~9 - 30% AMI; 254 - 50% AMI; 87 - 80% AMI; 183 - 80%+ AMI 2. Changes in Program Objectives There were no changes to the program objectives in the 2007-08 fiscal year. However, given the current housing crisis, the program will seek to remain flexible in an effort to provide resources far our community. 3. Assessment of Efforts in Carrying Out Planned Actions The vast majority of the programs funded by the City of South San Francisco reached their goals for the 2007-2008 fiscal year. Although 5 projects did not meet their stated goals for the year, they did serve a large quantity of individuals and help make life better for our residents. Because the City of South San Francisco CDBG coordinator position was left open for a few months during the fiscal year, it was difficult to follow-up with projects and benchmarks. In 2008-2009, the CDBG coordinator plans to work with each organization to ensure that goals are met. This outreach will include regular email updates and newsletters. 4. For Funds Not Used for National Objectives All of the funds allotted to the CDBG program for the City of South San Francisco were used to meet national objectives. 5. Anti-displacement and Relocation -for activities that involve acquisition, rehabilitation or demolition of occupied real property The City of South San Francisco CDBG program did not have any relocation or displacement of tenants during the 07-08 fiscal year. The CDBG program conducts rehabilitation efforts on a regular basis but rarely acquisition or demolition. All of the activities thus far have not required any displacement. 6. Low/Mod ]ob Activities -for economic development activities undertaken where jobs were made available but not taken by low- or moderate-income persons The City of South San Francisco CDBG program funds organizations which assists. those with Low/Mod incomes in their job search. Currently, our key service agency in this sector is Samaritan House which runs a local shelter called Safe Harbor. Samaritan House provides a full range of services including job training. During the last fiscal year, 345 homeless were placed in some sort of job and 650 job referrals were made. Many of the jobs are temporary but often times they can lead to lonca- term jobs or provide some sort of job experience. 2007-08 CAPER 21 Page 22 Version 2.0 City of South San Francisco 7. Low/Mod Limited Clientele Activities -for activities not falling within one of the categories of presumed limited clientele low and moderate income benefit All of the programs operated by the City of South San Francisco CDBG program fall within that category of presumed limited low and moderate income programs. 8. Program income received The amount of program income estimated for the 2007-2008 was $100,000. We fell short of that amount by $35,442.49 for a total of $64,557.51. This number can bE~ verified through the PR09 but not by the PR26. This is because each year on draw occurs outside of the fiscal year to cover all of the non-profit grantee invoices that: have been sent after the end of the fiscal year. The correct amount of program income is reflected when line 07 of the PR26 is subtracted from the amount of program income shown on the PR26. 9. Prior period adjustments -where reimbursement was made this reporting period for expenditures (made in previous reporting periods;) that have been disallowed, provide the following information: All of the draws have been made and there are no expenditures that have been disallowed. If this is in reference to the PR26, there was only one adjustment to make because our final draw for 2007-08 was done in the 08-09 fiscal year. 10. Loans and other receivables During the 2007-08 fiscal year, our office loaned out $224,000 and received $59,517 from our loan program. Princi al Balance for Float Funded No float funded Outstandin Loans 5 224 000 Deferred and For suable 0 Number of loans in default and 0 for iven/written off Parcels of property owned that will be 0 available for sale 11. Lump sum agreements There were no lump sum agreements for our program. 12. Housing Rehabilitation -for each type of rehabilitation program for which projects/units were reported as completed during the programs year There are three programs that the City of South San Francisco CDBG program ' he provides funding to for the purposes of rehabilitating homes in our community. T first organization is the North Peninsula Neighborhood Services Center House Helpers program which serves the needs of the low income community. During the 2007 - 2008 fiscal year, they served 32 households in the South San Francisco community with home repairs. They were given $40,000. The second organization is The Center for the Independence of the Disabled (CID) which focuses on repairs for those with physical disabilities. Many of their clients are elderly and require ramps or hand bars for their homes. During the last fiscal year, the program supported 17 householcs with a budget of $15,000. The last program that we support is called Rebuilding Together Peninsula. Much of their work is done once a year during April. This ye<~r 2007-08 CAPER 22 Page 23 Version 2.0 City of South San Francisco they supported 9 families in need of repairs. They were given $8,500 for this program. In addition to the homes that are supported by programs we fund, the City of South San Francisco also provides resources for home owners in need of repairs as well as emergency vouchers for major code enforcement problems. During the last fiscal year, our office funded 1 home repair projects, 6 debris box vouchers and 2 emergency code violation vouchers. The total budget for this program was $312,1.30. 13. Neighborhood Revitalization Strategies -for grantees that have HUD-• approved neighborhood revitalization strategies The City of South San Francisco CDBG program does not currently have any HUD approved neighborhood revitalization strategies underway. Antipoverty Strategy 1. Describe actions taken during the last year to reduce the number of persons living below the poverty level. Program Year 1 CAPER Antipoverty Strategy response: Anti-Poverty Strategy The City of South San Francisco has a multifaceted approach to reducing the nurriber of families living in poverty. First, City participates in the acquisition, construction or rehabilitation of affordable housing is contingent upon restricting rents to affordable levels for low-income residents for an extended period of time (30 to 40 years). This helps reduce the number of families living in poverty by decreasing one of their largest expenses, rent, to a reasonable level. Additionally, the City's housing rehabilitation loan programs offer low- and moderate-income homeowners the opportunity to bring their homes up to current building standards by providing low- interest loans, which facilitate upgrades in a manner that does not burden the family budget. This year, the city purchased 2 homes along Miller Avenue which were used as affordable housing. Extensive rehabilitation work was also done at 5 city-owned units. Second, the City has recently adopted an inclusionary housing ordinance that requires developers to make twenty percent (20%) of all new housing units in the City affordable to moderate-income families. All of the inclusionary units must bey affordable to families at or below 80% or at or below 120% of the area median income as stipulated in the inclusionary ordinance. Third, efforts to improve the historic downtown business district provide property owners with an opportunity to undertake exterior business improvements, which can include signs, awnings and exterior painting. These improvements help owners increase the use of their commercial buildings and improve the appearance of the Historic Downtown district. In addition to providing assistance for improving commercial facades, the City actively works with the South San Francisco Chamber of Commerce to meet the needs of downtown businesses and to promote the arE~a. 2007-08 CAPER 23 Page 24 Version 2.0 City of South San Francisco These activities help create a more vibrant business community and new jobs for City residents. During the 2007-2008 fiscal year, the city embarked on a downtown streetscape improvement plan to add new street furniture and landscaping to the downtown. Fourth, the City funds several non-profit agencies whose services help low-incomE~ residents. For example, by providing childcare subsidies the City is able to help lovv- income adults work or study while their children are at a childcare center. Similarly, by providing funding to an adult literacy program, the City is able to help residents find employment they may not have been able to secure before knowing how to read. One such program is called Project Read which served 52 individuals this year. The chart below breaks out the total number of those assisted using city CDBG funds not including the City commercial and residential rehabilitation programs. Income Level Number of those assisted 0-30% 1196 30-50% 624 50-80% 426 80% + 597 Fifth, the City joined the Stakeholder Committee of the newly formed HOPE (Hou:>ing our People Effectively): The Plan to Prevent and End Homelessness in San Mateo County. HOPE is a planning process that will produce concrete and realistic strategies to address the problem of homelessness in San Mateo County, with the ultimate goal of ending it within 10 years. Through this multitude of efforts, the City is continually working to help reduce the number of families living in poverty. Non-homeless Special Needs *Please also refer to the Non-homeless Special Needs Table in the Needs.xls workbook. 1. Identify actions taken to address special needs of persons that are not homeless but require supportive housing, (including persons with HIV/AIDS and their families). Program Year 1 CAPER Non-homeless Special Needs response: Non-Housing Community Development Activities To help create a healthier and safer community, the City of South San Francisco used the Community Development Block Grant to fund an array of non-profit agencies that provide essential social services to working families. All non-profits funded through the City leveraged funds with donations from private individuals, foundations, corporations, in-kind donations and/or fees for service. Funded services range from childcare and youth programs to senior services and general social services. The City also used CDBG funds for building improvements that help 2007-08 CAPER 24 Page 25 Version 2.0 City of South San Francisco revitalize the Downtown, improve facilities that provide services to low-income residents, and make buildings accessible to people with disabilities. A. Priority: Provide core public services activities to improve the quality of life for low-income individuals and families, including those at risk of becoming homeless and special needs groups. 1. Childcare The City provided financial assistance to agencies providing childcare to low- and moderate-income families. These programs were available to families citywide. All four childcare programs led to increased affordability to create suitable living environments for the families participating in the program. a. City-Sponsored Day Care ($10,000) City of South San Francisco Childcare Program provided childcare on a sliding scale to 28 children. This exceeded their goal of assisting 13 children. The program was funded with $10,000 in CDBG funds. Of the clients served, 9 were at or below 30% AMI, 12 were at or below 50% AMI and 7 were at or below 80%AMI. The racial and ethnic make-up of the children was White-3, White/Hispanic-3, Black-1, Asian-8, American Indian/Alaskan-1, Native Hawaiian/Pacific Islander-1, Asian/White-1, Black/White-2, Other/Multicultural-4, Other/Multicultural/Hispanic -4. Thirteen (13) households were female headed. b. Friends to Parents ($4,000) Friends to Parents provided affordable childcare for 12 low-income children ages two weeks to 5.9 years, exceeding the City's goal of serving 10 children. The income breakdown of the children is as follows: Extremely Low Income - 9; Very Low Income - c:; Low Income - 0; Moderate Income - 0; Other - 1. The racial and ethnic make-up of the clients was White-1; Asian/Hispanic - 1; Native Hawaiian/Pacific: Islander - 1; Other/Multiracial - 9. Nine (9) of the households served were female-headed. The program was funded with $4,000 in CDBG funds. c. SSFUSD -Children's Center ($3,000) South San Francisco Unified School District (SSFUSD) Children's Center provides childcare 11 hours a day as well as a summer program. The School District used its $3,000 CDBG grant for supplies and field trips during the summer. The program assisted 237 children, above the City's goal of serving 114 children.. The income breakdown of the children is as follows: Extremely Low Income - 7; Very Low Income - :L38; Low Income - 83; Moderate Income - 9; Other - 0. The racial and ethnic make-up of the clients was White-24; White/Hispanic - 186; Black - 9; Asian - 8; Black/White - 4; Other/Multiracial - 6. Two Hundred Thirty Seven (237) of the households served were female-headed. The program was funded with $3,000 in CDBG funds. 2. Senior Services The City provided financial assistance to agencies that assist seniors with food ar~d social services. These programs are available to families citywide. All three programs serving seniors provided accessibility to a suitable living environment. a Cit rte-sponsored Adult Day Care ($18,249) Adult Day Care Program, a program sponsored by the City of South San Francisco, provided recreational and nutritional programs for 37 low-income South San Francisco seniors, meeting the City's goal of 2007-08 CAPER 25 Page 26 Version 2.0 City of South San Francisco assisting 35 clients. The program was funded with $18,249 in CDBG funds. All 37 clients were at the Extremely Low Income level. The racial and ethnic make-up of the clients was White-23; Hispanic/White-10 and Asian-4. Three (3) of the households served were female-headed household. All of the households were Elderly and Disabled headed. The program is available to seniors citywide. b Second Harvest Food Bank ($4,5001 Second Harvest Food Bank provided weekly grocery bag deliveries to 360 senior and disabled individuals. The agency did not exceed the City's goal of serving 375 individuals. The program was funded with $4,500 in CDBG funds. All of the clients served were at the Extremely Low Income level. The racial and ethnic make-up was White-49; White/Hispanic-25; Black-2; Asian-82; Asian/Hispanic--1; American Indian/Alaskan-1; Hawaiian/Pacific Islander-14; American Indian/Hispanic/Pacific Islander-:l; Black/White/Hispanic-2; Other/Multiracial-144; Other/Multiracial/Hispanic-40. One hundred forty (140) were female-headed households, 27 were households headed by a disabled individual and 239 were elderly-headed households. c Ombudsman Program of San Mateo Countv ($2,0001 The Ombudsman Program monitored adult-care facilities, advocating for residents of 39 long-term care facilities in the City of South San Francisco. The program received $2,000 in CDBG funding. They provided advocacy and counseling for 65 low-income residents, exceeding the City's goal of 30. All 65 residents were at the Low Income level. The ethnic and racial breakdown of clients was Asian-5, White-47 and Black/African American-3, American-Indian/Hispanic-1, Hispanic/White-5, Hispanic-5, Multicultural/Other-4. 3. General Social Services The City provided financial assistance to agencies helping families with social services including case management, health referrals, housing, literacy, and advocacy programs. These programs are available to families citywide. These programs provided new accessibility to a suitable living environment. a North Peninsula Neighborhood Services Center (NPNSCI ($24,000) North Peninsula Neighborhood Services Center (NPNSC) provided food, clothing, shelter, transportation, counseling, information and referral services, rental security deposits and assistance with utility bills t:o 908 individuals and 2,825 households. This fell short of their goal to serve 1,000 individuals and 3,000 households. NPNSC services also include emergency hotel vouchers to prevent temporary episodes of` homelessness. The program received $24,000 in CDBG funds. Of the individuals served, 2735 households were at or below 30% AMI and 90 were at or below 50%AMI. The racial and ethnic make-up of the households was White-328, White/Hispanic-1338, Black-170, A~sian- 30, Black/White-3, Other/Multiracial-430, Other/Multiracial/Hispanic-526. One Hundred Forty-five (411) of the households served were female-headed households, 118 were elderly-headed households and 47 were households headed by a disabled person. 2007-08 CAPER 26 Page 27 Version 2.0 City of South San Francisco b The Tooth Mobile ($10,500) The Tooth Mobile offered on-site dental services to low income children, adults and seniors in South San Francisco. Their goal was to serve 141 South San Francisco residents. They generally serve all of their clients towards the end of the year. They served 182 participants meaning that they have exceeded their goal for 2007-08. Of the participants served 48 were at 30% AMI, 126 were at 50% of AMI and 8 were at 120% AMI. The racial breakdown of the group was as follows: White-18, Hispanic-142, Black-12, Asian/White-S0. c Proiect READ ($6 000) Project READ, a program of the South San Francisco Library, trains tutors to teach individuals reading and writing skills. Fifty-two (52) adults were tutored through this program, falling short of the City's goal of serving 65 adults. The program was funded with $6,000 in CDBG funds and was available to residents citywide. Of the individuals served the income breakdown is as follows: Extremely Low Income-49; Very Low Income-2; Low Income-1. The racial and ethnic make-up of the clients was White-6, African-American/Black-5, Hispanic/White-2.8, Asian-9, Native Hawaiian/Other Pacific Islander-1, American Indian/Alaskan Native/Black-1, Other/Multiracial-2. Thirteen (13) clients were from female-headed households, 4 from elderly-headed households and 2 from a household headed by a disabled person. d Sitike Counselinq Center 010,300) Sitike Counseling provides substance abuse counseling to South Francisco residents. Sitike received $10,300 in RDA funds from the City, which it used to help provide counseling to 66 low-income individuals from South San Francisco. The goal for the 2007-2008 fiscal year was to service 65 individuals. The program is available to residents citywide. Of the individuals served, 56 are Extremely Low Income and 10 were Very Low Income. The racial and ethnic make-up of the clients was White-30, African-American/Black-5, Asian-1, Hispanic/White-22, Native Hawaiian/Pacific Islander-2, Native Hawaiian/Pacific Islander/Hispanic-1, American Indian/White/Hispanic-1, Asian/White/Hipanic-1, Other/Multiracial-3. Twenty-four (24) clients were from female-headed households and there was one (1) elderly-headed household. 4. Battered Women's Services The City funded CORA and the Rape Trauma Services Center to provide housing, counseling and advocacy programs to victims of sexual and domestic violence. These programs provided accessibility to a suitable living environment. a Communities Overcoming Relationship Abuse ($4,000) CORA provides social services and shelter to women and children who are escaping abuse. They run a temporary shelter and provide counseling. CORA received a grant of $4,000 and expected to serve 5 families. They served 10 families during the 2007-2008 fiscal year meaning that their goal was exceeded. Of the individuals served, 10 were Extremely Low Income. The racial and ethnic make-up of the clients was White-2 and White/Hispanic-8. Four (4) clients were from female-headed households. b Raoe Trauma Services Center 06250) Rape Trauma Services Center provided information, resources and support to a total of 517 South San Francisco sexual-assault survivors. This far exceeded the City's goal of serving 460 individuals. Each year the Center has a higher demand for services. The extensive outreach, trainings to other social servia~ organizations and the City's Police Department, has calls for support survivors. Victims of sexual assault and their families, friends, and significant others are utilizing the 24-hour Hotline, the Advocacy and Counselinq services more each year. The program was funded with $6,250 in CDBG funds. 2007-08 CAPER 27 Page 28 Version 2.0 City of South San Francisco Of the clients served, 69 were at or below 30% AMI, 331 were at or below 50% AMI, 71 were at or bellow 80%AMI, and 46 were above 80%AMI.. The racial and ethnic make-up was White-157, White/Hispanic-81, Black-24, Black/Hispanic-1, Asian-59, Asian/Hispanic-1, American Indian-4, American Indina/Hispanic-7, Native Hawaiian/Pacific Islander-91, Asian/White-5, Other/Multiracial-22, Other/Multiracial/Hipanic-65 In addition, 82 of the households served were female-headed households, 21 were elderly headed households and 7 households were headed by a disabled person. 5. Disabled Services a Peninsula Association for Retarded Children and Adults (PARCA~ ($4,0001 Parca provided support, information, referrals, outreach, advocacy, and recreation to 896 low-income individuals with developmental disabilities. This number exceeds their desire to serve 495 individuals. The City allocated $4,000 in CDBG funds to the program in 07-08. Twenty (20) individuals were at or below 30%AMI, 328 were at or below 50% AMI, 31 were at or below 80% of AMI and 517 were at or below 100% AMI. The racial and ethnic make-up was White-198, White/Hispanic-237, Asian-66, Native Hawaiian/Pacific Islander- 63, Asian/White-3, Other/Multiracial/Hispanic-329. Six (6) households were female-headed and five of them were from disabled households. In addition, through outreach and support groups, Parca educates family members on health challenges, legal rights, special education rights and planning for a child's future when the parents are no longer able to provide for them. Parca served 299 families (consisting of 452 individuals). 6. Youth Services The City provided financial assistance to agencies offering counseling and activitiE;s to youth experiencing abuse, truancy, disabilities, behavioral problems, and/or gaing activity. These programs are available to low-income youth citywide. Both of these programs provided increased accessibility to a suitable living environment. a. John`s Closet ($3,0001 John's Closet provided new clothing for 165 youth attending elementary schools serving the CDBG target area. The City's goal for this activity in 2007-08 was to serve 145 children. Setting an annual goal for this service is a challenge because the number served from year to year varies considerably. The total served annually over the past several years has ranged from 138 to 314. Next year this goal will be set at mid- range rather than highest level. The program was funded with $3,000 in CDBG funds. All of the clients served were at or below 30% AMI. The racial and ethnic make-up of the clients was White-3, White/Hispanic-9, Black-7, Black/Hispanic-!3, Asian-1, American Indian/Alaskan-1, American Indian/Alaskan/Hispanic-18, Other/Multiracial-4, Other/Multiracial/Hispanic-113. Seventeen (17) households were female-headed households and 1 was an elderly headed household. b. Youth Services Bureau (YBAL~$8,000~ The YBA counseled 43 parents and their children who are experiencing delinquency, gang activity, and abuse problems. This fell short of meeting the City's goal to assist 80 individuals. The program was funded with $8,000 in CDBG funds. Of the clients served, 41 were below 30% AMI. The remaining two individuals were at 50% AMI. The racial and ethnic make-up of the families was Hispanic/Other-43. Nineteen (19) of these households had a female head of household and 2 had a disables head of household. 2007-08 CAPER 28 Page 29 Version 2.0 City of South San Francisco Comparison of 2007-2008 Achievements In 2007-08, the City made considerable progress towards meeting the goals of providing core public services activities for low-income individuals and families, including those at risk of becoming homeless and special needs groups. The City continued to use CDBG grants to nonprofit agencies as its primary vehicle for providing core social services to low-income residents. Over the past year, the City has funded many programs providing social services to the community. To date, these programs have provided service to 2, 890 individuals and 1,103 households. The City's nonprofit partners have leveraged their small CDBG grants of $2,000 to $40,000 to maximize the services they offer South San Francisco residents. They have enriched the lives of many low-income residents through the services they provide. Although not all of the non-profits met their goals, the City of South San Francisco will work hard to ensure that the organizations correctly set their expected goals for the following year. It must be noted that most of these organizations only missed their stated goal by a small number and many of them typically serve within a range of persons. Our office still considers these programs to be successful. Once exception -the Youth Services Bureau -missed their goal by a wide range. This was due to their reliance on volunteers, difficulty finding bilingual counselors and high staff turnover. B. Priority: Sustain and increase the level of business and economic activity in areas that serve or have a high percentage of low-income residents. The City's economic and community development strategy for Downtown includes structural improvements to maximize the use of commercial buildings and facade improvement assistance for businesses. 1. City-Sponsored Commercial Rehabilitation The City-Sponsored Commercial Rehabilitation Program provides financial and technical assistance to property owners undertaking structural, fagade and businE~ss sign improvements to their buildings. These improvements help owners increase the use of their commercial buildings and improve the appearance of the downtown. The program is available in the Historic Downtown district. This program is an important part of the City's efforts to increase the downtown area's commercial viability. The downtown district serves residents who are primarily low-income and Hispanic. More than 55 percent of the residents within close proximity to the downtown are low-income. The City anticipates that improvements to the downtown will help increase sales, lead to greater stability of businesses, retain jobs, and reduce vacancies. In 2007-08 the City provided technical assistance and code enforcement action at 4 businesses. Both programs helped beautify the downtown area. One, at a bar called The Wine Vault, a new sign was installed. Across the street from this venue is thE~ State Room, another space which is available for rent. This building had new windows installed. Total funds granted in 2007-2008 were $24,598. This program provides sustainability for the purpose of increased economic development. 2007-08 CAPER 29 Page 30 Version 2.0 City of South San Francisco Comparison of 2007-2008 Achievements with Five-Year Plan Goals-Non- Housing Activities In 2007-08, the final year of the five-year Consolidated Plan, the City made progress towards meeting the goal to sustain and increase the level of business and economic activity in areas that serve or have a high percentage of low-income residents. The City continues to be active with its non-housing rehabilitation activities. A summary of accomplishments over the last five years has been attached to this report. C. Priority; Preserve and improve public facilities that serve a high percentage of low-income residents. Disabled access modifications and community facility rehabilitation are undertaken to improve facilities used by the low- and moderate-income community in South Sari Francisco. 1. Boys and Girls Club Building The Boys and Girls Club in South San Francisco supports over 2,000 kids in our community. Over a third of these children qualify for reduced lunches. The City of` South San Francisco CDBG grant paid out $5,200 to have a new sign installed at 1~he facility. This wilt help parents and children located the building. The sign lights up at night and provides more visibility from Orange Ave., the street where the center is located. Comparison of 2007-2008 Achievements with Five-Year Plan Goats-Non-- Housing Activities Over the last five years, the City has completed 7 public facility projects. In 2003-04 the City worked with Families on Track to acquire and install a modular unit to expand its service capacity-the Agency as a result was able to help 218 families,. In 2004-05, the City completed essential ADA modifications to two vital public facilities-Orange Memorial Park, Orange Library and Grand Avenue Library- improving access to services and recreation for the City's disabled citizens. During the last fiscal year, the City continued to emphasize ADA modifications and providing funds to facilities that serve the neediest residents of South San Francisco, includling survivors of domestic violence. During the 2007-2008 fiscal year, the program finished the completion of the Grand Oaks project. A full summary of the city accomplishments can be found in the CAPER summary of accomplishments founcl in the attached documents section. Specific HOPWA Objectives *Please also refer to the HOPWA Table in the Needs.xls workbook. 1. Overall Assessment of Relationship of HOPWA Funds to Goals and Objectives Grantees should demonstrate through the CAPER and related IDIS reports the progress they are making at accomplishing identified goals and objectives wii~h HOPWA funding. Grantees should demonstrate: 2007-08 CAPER 30 Page 31 Version 2.0 City of South San Francisco a. That progress is being made toward meeting the HOPWA goal for providing affordable housing using HOPWA funds and other resources for persons with HIV/AIDS and their families through a comprehensive community plan; b. That community-wide HIV/AIDS housing strategies are meeting HUD's national goal of increasing the availability of decent, safe, and affordable housing for low-income persons living with HIV/AIDS; c. That community partnerships between State and local governments and community-based non-profits are creating models and innovative strategies to serve the housing and related supportive service needs of persons living with HIV/AIDS and their families; d. That through community-wide strategies Federal, State, local, and other resources are matched with HOPWA funding to create comprehensive housing strategies; e. That community strategies produce and support actual units of housing for persons living with HIV/AIDS; and finally, f. That community strategies identify and supply related supportive services in conjunction with housing to ensure the needs of persons living with HIV/A]:DS and their families are met. 2. This should be accomplished by providing an executive summary (1-5 pages) that includes: a. Grantee Narrative i. Grantee and Community Overview (1) A brief description of your organization, the area of service, the Warne of each project sponsor and a broad overview of the range/type of housing activities and related services (2) How grant management oversight of project sponsor activities is conducted and how project sponsors are selected (3) A description of the local jurisdiction, its need, and the estimated number of persons living with HIV/AIDS (4) A brief description of the planning and public consultations involved in the use of HOPWA funds including reference to any appropriate planning document or advisory body (S) What other resources were used in conjunction with HOPWA funded activities, including cash resources and in-kind contributions, such as the value of services or materials provided by volunteers or by other individuals or organizations (6) Collaborative efforts with related programs including coordination and planning with clients, advocates, Ryan White CARE Act planning bodies, AIDS Drug Assistance Programs, homeless assistance programs, or other efforts that assist persons living with HIV/AIDS and their families. Project Accomplishment Overview (1) A brief summary of all housing activities broken down by three types: emergency or short-term rent, mortgage or utility payments to prevent homelessness; rental assistance; facility based housing, including development cost, operating cost for those facilities and community residences (2) The number of units of housing which have been created through acquisition, rehabilitation, or new construction since 1993 with any HOPWA funds 2007-08 CAPER 31 Page 32 Version 2.0 City of South San Francisco (3) A brief description of any unique supportive service or other service delivery models or efforts (4) Any other accomplishments recognized in your community due to the use of HOPWA funds, including any projects in developmental stages that are not operational. iii. Barriers or Trends Overview (1) Describe any barriers encountered, actions in response to barriers, and recommendations for program improvement (2) Trends you expect your community to face in meeting the needs of persons with HIV/AIDS, and (3) Any other information you feel may be important as you look at providing services to persons with HIV/AIDS in the next 5-10 years b. Accomplishment Data i. Completion of CAPER. Performance Chart 1 of Actual Performance in the provision of housing (Table II-1 to be submitted with CAPER). ii. Completion of CAPER. Performance Chart 2 of Comparison to Planned Housing Actions (Table II-2 to be submitted with CAPER). Program Year 1 CAPER Specific HOPWA Objectives response: San Mateo has only in-home hospice services and no residential care facilities. The Mental Health Association is their housing provider and the residential services are varied-shallow rent subsidies are one example. The county currently places HIV clients in non-HIV specific housing. Housing is a major problem in the County and San Mateo County has lost more clients to its housing crisis than to HIV/AIDS itself because people living with AIDS couldn't find Section 8 Housing. ELLIPSE, one of'the service providers for people living with HIV/AIDS in South San Francisco has also expressed the need for rental assistance specifically for people living with HIV/AIDS. Include any CAPER information that was not covered by narratives in any other section. Program Year 1 CAPER Other Narrative response: Please see supplemental attachments section for additional information. 2007-08 CAPER 32 Page 33 Version 2.0 ~ r, ""~ FBI ~ ^ ~ V U ~ v O O O 0 O N H "O C~ ~~( V •~ •~ 0 U .C ~.+ C~ tr 0 0 ~° CD C .~ O ~-. c~ s. c~ c~ ~1 O ^1 a~ 0 x, z~ c ~'r .~ ~i .~ h RS it v .~ 7 U bA .~ ~-i M--i ~'. 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C ~ 1G ~ .a '~ ~ p vii U ~ y ~ - O ~ ..C ~ N ~ ~"~ ~ ~ ti ~ • i-y ~r ~ F}°~ ~ ~ • O ~ ~i ~ ~ > O ° ~..~ 111 . 3 3 ~. ~ ~ ~ ~ ~ ~, ~ y Y O b ~ ~ ~ ~ O a. ~ 3 an ° ~ ~ ~ ~ a` ~ .. ° ~ . a ~ o ~ O 0 ~ ~ ~• ~ ~ U ~,., N O ,~ CA N ' ~ ~ y (, ~ O ~ 'D " > O ~ ~ > ~ ~ 'O ~ b vi ¢ ' ~ N ~ N V] S.. 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CC i.i r.+ .C".. "'~ v .~ C a~ U .., ~. .? L. L7' .~ 0 .~ a , ~ M ' ~ ~ ~ O O '~ Q1 ~ ~ O OL N ~ v ~ ~ ~ 'b ~•V O `~ ~ ~ ~ `~ ~ ti ~ O O C ~ O ~ cd ~ , . ~ O ~ vVi N .. ~ .~ w 'O ~ •~ O ~ v ~ ~ o ~ ~ 3 ~ ~ ~ ~ .~ ~~ N ~ ~ ~ ~w a` y .~ ,~ ~ Z on ~ ~ ~ ~ ~' +r ~ z o c~ y, 3.. y._, ~ ~' w O ~ y ~ ~-' o ~ ?~~ c, ~ ~ ~ o y,a S'.. ~ CCI (/] ~ C/] ~ O N ice. ~ C/~ O ~ .~ ~ ~., a~ V1 i.. 4y . V ti ~ ~ ~ .~y'~~ N «i O ~ ~ ~ O . ~ ~ Q~ ~r ~ ~-, ~ .-~ Q U ~, _ U ftI ' c~ ~ ~ v w o ~ ~ y ~ O ~ ~ ~ ~ a~ b r--~ Y ~ C V] .~ ~ y ~ aq ~ ~ • ~ ~ ~ a~ , ~ 'o •~ . 'y 3 y -~ ~ ~ ~ ~ > :x a ~L ~ ~.., ~ ° N J-+ ~-I S-w .~ s O., ~ ~ ~ ..-r ~ ~ o U .fl cn ~ Z ~ ~ ~ti 3 ~ ~~ O~~T,~ ~ ~ ~ o ~ °~ ~ aA~ ~ ~~ ~~ ~ o o c~ o ~'> can . o 3 ~ 3 ~~~~ ~ ~ ,~~ ~ o~-o ~ ~ ~ ~ N no ~ o ' ~ ~' N ~ .o ~ ~ N .~ ~ ' ' d c~C cd -d b A O {y ~ ~ N ~ O °O v ' G. ~ ~ ~ ~ n ~ ~ p j ~ rn s., O > y ~ bA ~ ~ 'n t7 ~ O ~ k"' ~ O ~ v ~ +' -• 'b ' v~ ' N O U ~ O O O ~ ~ ~ ~ ~ ~ ~ ~, c ,.~ ~ ~ ti O h O N N > • N .--~ bl1 ~ ~ ~ O ~ s, c~ N O ~ :~ ~ r. O `~ '~ ~ ° ' ~ a~ a~ O ~ ya? 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M O n p fi 0 C.i W U O 0 N n O O N ~A aio C •~ v ,[ a ~ " a~ ~ c i o '~ ~~ ~ ~ a a: .~ o .., ~ v cr•, ^O~y ~ NI icy C~ ~ ~ 'b w ~ r "~ .~ ~ w ~ CC .,~. ~." ~ ~ ~ a ~~ o ~ a~ o, ,.~ 0 a~ .~ ~ ~ ~ ~ c~ .~ •~ ~ ~ .C +~ ~ a~ •~ .C; ~ i. y e~ co . ~ ~+ ~ O y C. ~ ~ ~ '~ .~ ~ C O ~ .Q a ~ ~, O ry .~- ~ ~ o •.• .., ~ z~ A-~ '~ ~ U n ~ -~ v p ^O c~ bA ~, .~ a) C v ~ ~, ~' ~ a~~i o ~ ° ~ T' > ~ o 0 ~ O G Cd ~ ~ on °' ° °' :: c • o q .~ ~ ~ q ~ ~~ ~ ~ o-o.fl ~ ~ ° c U ~ h v '~ ~ C i ~ +~ V] ai Q ~ ~ Ham ,~, ~' .--, ° ~ ~ o d ~ '° ~ ~ ~ ~ ~ a~ , ~ ~ ~ ~ ~ a i o ~ ~ v . ~t 1 Op h ~ ~ . ~ ~-' ~ N ~ y ~n ~ y N 0 3 ~ a~ ~ ~ N ~ ^p ~ ~ ~ cd ~ 'C7 ~ .d y ~ C O V O o -~ ~ ~ c H d ~ '" ~ C o~ O , v~ . p .C 3 H ~ .. a . . ~ ~ O ~ ~ b U ~ ti U ~ w ~ c ~ a~i -0 3 0 0 ~. ~ .~ ~° ~ ~ ~ o a> .~ o > ~~ .~ ; " ~~ ~~N ~'3.n a ~ 3 _ -c `~ . .D ~ ~ ~ o ~ ~ N N -~ ~ 3 0 ~ '~ r t~ -~ p ~ •~ ~ ~ '~ C '~ ~ a~ O ~ ~ ~ ~ ~ ~ 'p c~ > A ry ta. a . i v i bA .~ 4 bA ~ N :^. Q" bA ~ N p ~ ~ O V ~ ~ a~i .fl 0 ai ~ ~ ~ O ~ i ° o~~ 0 0' i i a d ~° o v d ~ ti O a0 ~' .~ U '~ N `' ~ ~•~ ^~ a~ s~. r., ~ gi,Q~v~O~U~r..~...da ~-~Uwc~Q>a~ri0.iM n 0 v ~O ~U '•~ U fi 0 ;C' U w U 0 0 N 0 0 N bA v C ... ..fir .~ ~I b {~i C~ ^O .; .~ 0 v L: .., O S. w c«; w 0 V1 .~ ^. .r. c~ c" y ~ ~ U ~,, ~ ~ O ~ C. a' o ~ ~+ a~ ~ y +r A ••y n'r V .r., ~ C y ~ .~ O v U aA ~ ,~ a ~ ~ O 0 -~•I U w ^C ~ .~ O p z a ~ .~ Q ~ a V1 d . --~ ~ ~ ~~ Y om-, V b a~ ~ ~ Q~ ~i ~ •; ..~ • ~ 'n ~, 3 ~ o ~ p : ~ _°? ~n w~ ~ U "~ GJ ~ ~ ~ ~ ~ N ~ ~ ~ ~ ~ Q Q" ~p ~ ~ ~ .s"" ~ N~ O ~b ~ ~" ~ ~ U -C 0. v~ ~" Ca> ~ °' ~ ~ o ~ ~ n, ~ ~ ° w o ~ • 3 o ~ ~, .~ ~ :~ G) N ~ N O ~ `'' o ~ 3 ca a`i ~ ~ i. 3 ~ 3 ~ 3 a~i ~ °o y 3 a~ ~ ~ p Z O ,9 ~ ~ ..~ ~ a~ tom, .-. Q ~., ~ ,-. o ~, ~ ~ .~.~ ¢ N ~ .-i 3 '~ cK ~ ~ t, ~ ~ N O ~ U ~ O ,G ~ ~ M ~ \ nO ~ O ~ 'b N ~ ~ ~ ~ ~ N ~ ¢ .^ ~ sN. > OM O oMO Q a> U .-r o s. o... -o v ~ ,~, dd ~ o ~ ~ 3 Y~~ ~ ~ i ~-,°, ~~o°o ~ V ~ y ~ ~ 4. O O M O ~ .,.C ~ N c~ ~ ~ U ~ ~ ~ O y N 4. 3 cy Q a c~ `- o v, oo ~ ,~ a v 0 3 3 v 0 a cd v cv ~n .fl ~ ~ R ` ~ O O .~ ~ o ~ N o ~ ~.~ a ~ ~ ~ a~ o ~'~ 3 ~' ° U a> C U ~ O ~ ~ ~~ '?~7 ~ Cdi ~ 7 . 3 ~I" > ~ .~ .a .S: s. v ~ ~ -o 0 0 . ~, O ~ ` =~ ~ '. 'r o ~' ~ ~ ~ o " o y ¢, > s. a. ~ O ~ ~ ;a'~ ; v ~ . ~ ~ ~ ~ 3 O o '~,~~ O -v ~.do~ ~ xo 0 o ~ ~ 3 ~ b ~ .., ~-~ ~ o ~ o ~' N ~ ~ a~ '~ b °~' ~ . ~ > ~ D`.~`''_' o ar o > ~ ~ N U ~ ,~ c G, S~ v ,~ P, cC o ~ ~ ~' oA ~? a> • ~ ~ ~ _ Cd ~+ N L: CC " 'l7 N 00 Q~° o ~ ~ ~~° o ~ a~ Q4. o ~ a~ .~ ~ U U V ~. p ~ . CO ~ U ~ ~V Cn ~ t ~ w. ~ U ~ ~ ~ ~ . ~ ~ , . ~+ ~ ,.O Y ~ a,Q`. ~O~ U UU...r, wa~-M 0 ~. aio b ~U 6~ CL b C c~ h O x a 0 v 4.. O .~ C~ h O ,ri ~+ 0 a a a U ~i 0 U ai sz, W a ~ S'• U O 'b ~ O ~ O ~ N O U N b0 ~i U ~N rti z7 c c~ ^O .~ ^C C O v ~. ~° c~ ~O .~_ RS B" 6~ ~:i a> ~ ~ ~ ~ 0 •~ au o ~ ICI •, ... ., ~ ~, ... U V Rt ~ ~ O, .~ ~ s~, ~ h ~ .V. "'i ~ ~ ~ O R. „~ ~ ~ 0 •^I v ~ O '~ ~ O ~ a O ~~ .. ~ ~. .~., ,o c~ ~1 O ~+ ~ ' o 0 ~ a~ 4-" M cC ~ L. w U ~ ~ ~ ~ ~ Y • O CO c~ .~ ~ti O y ~ Y ~ "" N y 3 .~ b v ~ •~ ~ ~ ~ :~° ~ N on >> -v ; ~ V t-i. ^C v M ~. -p O ~ ~ ~ y ~ ~ ~ ~ ~ ~ ~ c ~ ~ o ~ Q ~ ~ ~ i a~ o ~ ' o 3 ~ o ~ ~ ~ 'Cy c ~ O rn M M N N > ~ 'O p V ~, O ~ ~ ~ O y ~ ~~ p N a ~ O~ O N Q' c a ~ ~ ~ .fl P. 'O ~«-~ Q ~ Q, v s.. ~n N ~ ~ ~ ~ O ~ ~ O M ~ ~ ~ ~ ~ O ~ o ~' ~ ~, >, ~ U a~ U i.-i . L~i N O y ti ~ (0 N Y N ~ D ~ J-+ r ~ 0 3 ~ ~v-° >, ~ ~ ~ > o a~ a ~ ~ > ~. ~ ~ :~ " ~ C~ Y 'V1 ~i-~ N ~ L. C~ C~ U ~ y > N ~ ice,,, ' GJ V 7r ~ f/J '~ ~.ti o ~ a~ ° -v a °-v °' ~ ~ ~ ~~.~ ~ ~ ~ of ~- _ ~ a i ~ ~ .. ~ ~ ~ o ~ 0 c~ M °~' 3 b y ~ °Y' w ,~ ~ ,a b ~ ° ~ O O .b ~, ~, ~, ~ G N ~ :b mss, ~ ~, cC .~ bA ~ ~ ' U ~ ~ ~ 3 a• o ~,~«., °' ~ ~ N ,~, o o ~ ocn o ~~ 'b U 'C i.. ~ ~ ~ ~ M ~ M ~ i. 4, O 4-. ~ c~ ~ ~ N K O ~ ~ c ~ O C!] O ~ v ~, O ~ ~ ~, O ~ ~ vii bA ~, O G ~ ~ ~ ~ O ~ ~ ~ Y ~ ~ O ~ Y ~ ~ ~ n w i W ~ N Q Q~ O vii N O O i O v Q N 4. O ~ ~ ~ ~ ~ w ~ ~ ~ ~ ~' ~ , ~ °p m > a. ~+ b v~ ~ ~ cn o s~. Q ~ ~ ~n c~ ~ pq ~ ° ° ~n '~ ~ U ~ ~ ° d :: _ ~ s. ~ ~ .~ ~ o ~ ~' O V ~ i~ A ' ~ S' y ' 'd O N iu O W N a N ~ 0 oa U ~ rr v ~ 4 O U k N ~ W a~ ~ o U o ~ O O ~ ~ N .~. c;~ 'C C c~ ... .~ ~I Q U C." ..i. O ~, "=7 c:: -~ '« o o v ~' a ~ ~ ~ ~ C" bA a~ ~ ~ ~ 6~ ~ 7 .r s. ~ ~U 6~ .., CL o ,~ ~ ~ ~+ h U ~ c~ ~ U ~ •~ wo a~ ~ 0 .~ ~ ~ ~ ~ ,a a, `~' 0 a~ ~ ~. U ~L. ~ ~ •O ~ ~ O a~ •~ ~. 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C ~' .fl O ~ ~ ~ ~ • ~ ~ N " U > ~ U ~ x. t. ~., ~ ~ 04; o ~ ~, ° ~ °,3 ~ o ~ b • x ~ y H E ti ~ ~° ° ~ 3 y a i ~ o ~ p ~ ~ ~ ~ F" ~ ~ ~ ~ ~ 'v ~ • a i a i . ~ U O ~ ~ •3 ~, o N N o ~ `~ ~ N ~. ~~ ~ " ~ o d o ~ ~ M ~ ~ C ..d o U~~ ~ ~ ~ ~ N N a0 k N ~ Y ° 'b ' U °' U ~ o +-' ~ ~ ~ 3 ~ ~ ~ ' ~ ~ ~ ~ ~ ~ ~ o - a i V] i U «f e~° ~ ~ N °~ U b °' ~ ~ ~ '~ i . -o ~ °~ ~ 'b 3 y ' ~ ~ o ~a ~ ~ w o 'j o ~ •~ ~ ~ • , 'j o -o ~~• ° ~ ~v o ° ~ 3• ~ ~ ~ o 0 3 ~ ° °~n:c a.o N H.~ °. . a.~v~ ° > a ~ on O ~ ~ V N .~ ~ ~ •~ ~ ~ ~ ~ . N ~ ~ ~ . O O d~ O~ N d~ O~ N d 44~ O ti N ~ ~, ~ U U Q . ~„ o ~ o ~ o ~ •~ • •> . d '~ o, ~ ~ ~U--~U, ~ ~ ~~ Z 0 ~~ Cl ~~ C ~ ~.~~ ~M N DAM 'p ~r^n Q ~~,,.. y O ~ ~ V] ~ ~ V) ~ ~" M F~ ~ P, M Gr a M :~' ° •~ g ~•~ ~ ~ '~ a~ ~ U r-+ U •y ~ U N d~° o ~ ~ ~ ~. y k U b ~ own ~ Z o N ~ ~ U ~ ^'~. ~ Q .fl ^ N ^ •Y .~''--. ° N ~ M ~ ~ 0 C/~ C.) 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O 't7 v~~ ~ O > i~ ~ ~ > O ~ O t3" ~ ~ ~ O by ~• O ~ a N ~ Q. ~ v i ~ ~ a> N ~ D..V ~ ~ ~ ~ ~ .~ N ~ ~ ~ b '~ U U O ~ U OO ¢~° o'c ~.~ ¢~° ov ~,.c ~ p ~ O .Y ~y ~ ~~ O » r. ~ ~ ~ ~ > N U a c~ v -o i •~ n 07 ~ ~ O ~ ~yy' ~ ~ u'-i ~ . ,--~ ~ N ~ -~ f+ ~ ~ ~ {~i ,~ bA ~. ~ V O ~. ~ V ry~~.~OZ, O •~ a~O ~..a~0 ~, fi `~ 4~ O ~_ U w U 0 O N O O N NOTICE OF PUBLIC HEARING AND AVAILABILITY OF CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT CITY OF SOUTH SAN FRANCISCO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Wednesday, September 24, 2008 at 7:00 p.m. City Council Chambers 33 Arroyo Drive The City of South San Francisco is holding a public hearing regarding submittal of the Consolidated Annual Performance and Evaluation Report (CAPER) for the 2007-08 Community Development Block Grant (CDBG) fiscal year. The CAPER is a year-end programmatic and financial report summarizing all CDBG activities. A copy of the CAPER will be available for the public to review beginning September 9, at City Hall, Office of Economic and Community Development. This date will begin the required 15 day notice requirement. Written comments regarding the City's program activities should be received by September 26 at 4:00 p.m. and can be sent to the City of South San Francisco, Office of Economic and. Community Development, 400 Grand Avenue, 94080. Further information can be obtained by contacting Joy Adams at (650) 829-6620. If you need translation services at the public hearing, please call our office three days in advance to request this service. DATE: September 24, 2008 T0: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: FITNESS WEST SPA AND FITNESS CENTER-DESIGN REVIEW AND PRECISE PLAN TO ALLOW THE ESTABLISHMENT OF A SPA AND FITNESS CENTER WITHIN A PORTION OF AN EXISTING BUILDING AT 360 OYSTER POINT BLVD IN THE OYSTER POINT MARINA SPECIFIC PLAN DISTRICT IN ACCORDANCE WITH SSFMC CHAPTERS 20.59 & 20.85 Applicant - Bob McLennan Case Numbers - P08-0046: DR08-0021 & PP08-0001 RECOMMENDATION It is recommended that the City Council, by motion, approve Planning Application P08-0046 (Precise Plan 08-0001 & Design Review 08-0021) based on the attached findings and subject to the attached Conditions of Approval. BACKGROUND The Oyster Point Marina property is divided into eleven parcels as shown on the attached site map. The project site at 360 Oyster Point Boulevard is located on Parcel 2. The Oyster Point Specific Plan stipulates the types of uses that maybe approved on the various parcels, subject to first obtaining Precise Plan approval from the City Council (ref. South San Francisco Municipal Code Section 20.59.030). The applicant has proposed to establish a fitness and health spa in a portion of the existing building, however this use is not listed as a permissible use on the site. The applicant requests that the proposal be approved based on its relationship with the nearby Inn at Oyster Point, since the Code allows '`hotels, motels and related facilities and services" on this parcel. DISCUSSION This portion of Oyster Point Marina is comprised of three structures: the subject building at 360 Oyster Point Boulevard, a two story office building at 401 Marina Blvd., and the Inn at Oyster Point, 425 Marina Blvd. In general, the Inn site is well-maintained, while the remainder of the site is in need of improvement to the landscaping and parking lot areas to bring it into compliance with its existing permits. Staff Report Subject: Fitness West Oyster Point Spa and Fitness Center Page 2 of 5 The project site includes a 13.100 sf mixed-use building that is currently partially occupied by a commercial kitchen and banquet room, with the remainder (8,900 sf) being vacant officf; space. The applicant proposes interior improvements to the building to accommodate a cardio exercise area with athletic equipment on the first floor and a yoga area, private massage rooms, group exercise area, and locker rooms on the second floor. The facility would have a staff of 3-4 full time employees, with proposed hours of operation of 5 AM to 10 PM. .As indicated in the attached conditions of approval, if approved, the applicant would be required to install an elevator, or other alternative access acceptable to the Chief Building Official, to assure compliance with the Americans with Disabilities Act (ADA). Exterior improvements are also proposed to improve ADA access, including a new access ramp on the front of the building. Additionally, site landscaping, signage and general pathway improvements between the Inn and the fitness facility are proposed to improve the physical linkage between the buildings. Sustainability Measures The applicant has provided written materials, attached, identifying a number of measures included in the proposal to promote environmental sustainability throughout the life of the project, including the following: - Construction Phase: o Separate and recycle demolition materials. o Instruct workers to be sensitive to surrounding wildlife. o Install energy efficient lighting. o Install flooring made of recycled rubber or comparable material. o Follow International Health & Racquet & Sports Association green guidelines for fitness centers. o Install motion sensors and tamers to regulate HVAC, lights, saunas and steam rooms when not in use. o Utilize low flow toilets and. showerheads. o Use recycled materials in decking for ramp. - Operations: o The facility will not sell bottled water. o Recycling facilities will be provided for both paper and bottles. o Biodegradable cleaning supplies are to be used. o All spa towels and sheets are to be laundered in-house at the Inn using environmentally- friendiy soaps. - Transportation Demand Management (TDM) -The applicant has provided a TDM Ilan with the goal of implementing steps to, at a minimum, avoid any increase in traffic above the level of the prior office use. Aspects of the plan include installation of bicycle racks, coordinating with the Peninsula Congestion Relief Alliance, providing links on the facility's website to BART and Caltrain shuttle schedules (which stop in close proximity to the site), appointing an on-site employee Staff Report Subject: Fitness West Oyster Point Spa and Fitness Center Page 3 of 5 transportation coordinator (ETC), improving pedestrian connections in and around the site, and encouraging users in the East of 1 O 1 area to use the fitness center before or after standard work hours to reduce peak hour commute trips. Zoning Consistency • Use The applicant has submitted letters in support of his contention that the proposed spa. and fitness center should be allowed pursuant to the Zoning provisions that allow "hotels, motels and related facilities and services" on this site (SSFMC Section 20.59.030). Outlined below is a summary of the points offered as support: o The Inn at Oyster Point, which contains 30 rooms and a restaurant, does not includle an on-site spa or fitness facilities and the owner, King Ventures, feels it would be impractical to retrofit this small hotel to provide this within the building. The hotel operator believes that offering such an amenity, along with establishing a marketing tie in, could dramatically increase the Inn's occupancy rate. o To promote the use of the spa and fitness center, personal products from the spa, such as shampoo, conditioners, body lotions and other bath products bearing the spa's logo, would be provided in the rooms of the Inn. o The Inn owner would market the Inn and fitness and spa facilities together. The fil;ness facility would be marketed as free and :included in the Inn's room rate. Inn guests would be offered the opportunity to purchase hotel and spa packages and/or to receive discount coupons for spa services. o To enhance the physical connection between the Inn and the fitness/spa facility, the application also indicates that a lighted asphalt pathway would be established between the Inn and the proposed facility to further a :physical link between the two sites. The construction of this pathway would require the relocation of some parking spaces and minor alterations to the landscape areas. Additionally, signs for the spa and fitness facility have been designed to match the existing Inn signs to increase this visual tie-in. If approved, a condition has been included to require that this relationship between the Inn and the spa and fitness facility be maintained to assure the uses remain consistent with the provisions of the Oyster Foint Marina Specific Plain District. • Parking Subject to restriping and general maintenance to the parking lot, as specified in the attached conditions of approval, the project would meet the minimum development standards for parking within the Oyster Point Marina Specific Plan District, as outlined below: Staff Report Subject: Fitness West Oyster Point Spa and Fitness Center Page 4 of 5 Parking Requirement Proposed Pro ect s aces - 9,692 sf office (~ I space/300 sf 32.31 - 1,680 sf kitchen @ 1 space/200sf 8.40 - 2,567 sf dining @ 1 space/50 sf ~ 1.34 - 8,900 sf health club @ 1 space/250 sf 35.60 Total 127.65 128 spaces Landscaping As part of the project, the applicar.~t proposes to install some additional landscaping, including a few shrubs adjacent to the building; entry at 401 Marina Blvd., two trees in the planter in front of the banquet room and some additional planting around the trash enclosure to screen it from view from the road. However, because much of the previously approved landscaping throughout the site, and especially within the parking lot, is missing or in disrepair, a condition of approval has been included to require that in addition to the minor improvements identified in the applicant's plans, that the site be replanted and maintained in accordance with the previously approved plans on file with the City's Planning Division. Signs The applicant has proposed a sign program designed to tie in with existing signs at the Marina in terms of size, shape, and materials. The request includes four signs, two of which are '<>. ft. 9 in. tall, double faced carved wooden signs with the name of the business only to be located at each of the driveway entrances to the site. A similar 5 ft. 7 in. tall single faced sign is proposed to be installed at the building entrance, and another single faced sign is proposed in a landscape area between 401 Marina and the Inn at Oyster Point. Staff has no concerns with the first three signs, but recommends deletion of the fourth as unnecessary and not located inclose proximity to the subject building. Design Revie~~ Board The Design Review Board considered the subject application at its June 27, 2008 meeting. Subject . to minor modifications that have now been incorporated into the plans, the Board found the project to be consistent with the City's Design Review Guidelines. General Plan Consistency The General Plan land use designation for the site is Coastal Commercial. Recreational facilities are identified as appropriate uses within this land use category. In addition, General Plan Policy 3.5-I-8 encourages the development ofemployee-serving amenities to meet the needs of the employees of the East of 101 Area. Staff Report Subject: Fitness West Oyster Point Sx-a and Fitness Center Page 5 of 5 Joint Powers Agreement As required pursuant to SSFMC Section 20.59.080(I), staff has reviewed the Joint Powers Agreement between the San Mateo County Harbor District and the City of South San Francisco and :Finds it to be consistent with the provisions of the a€;reement. The Harbor District Board approved the project at its meeting of December 19, 2007. Environmental Determination In accordance with the provisions of the California Environmental Quality Act (CEQA), staff has determined that the proposed project is categorically exempt pursuant to Section 15301 Class 1 Existing Facilities. Because the project has been determined to be exempt, the City Council need ta.l<e no action regarding the environmental review. CONCLUSION Staff has found that the applicant has presented a credible argument to establish the spa and fitness facility as a use related to the hotel and therefore, based on the discussion outlined above, :recoimmends that the City Council approve Precise Plan application PP08-0001 and Design Review application DR08- 0021 based on the attached findings ar-d subject to the, attached Conditions of Approval. By: .`~-d~~,~-~,~_:.1'~_~F~~fL.v..~.~.~~_~ Approved: ~~ ` ~~" ~'~~~- --~ Marty Van Duyn ~ B M. agel Assistant City Manager City Manager ~- Attacluments: Proposed Findings of Approval Proposed Conditions of Approval Map of Oyster Point Marina Specific Plan Letter from applicant dated August 13, 2008 - Sustainability Measures Letter from Nadia Holober dated July 22, 2008 Letter from John King, King Ventures, dated July 15, 2008 Transportation Management Plan Plans Signs PROPOSED FINDINGS OF APPROVAL I'08-0046: PP08-0001 (As recommended to the City Council on September 24, 2008} As required by the Oyster Point M~~rina Specific Plan Implementation Procedures (SSFMC Section 20.59.080), the following findings are made in support of a Precise Plan to allow the establishment of an 8,900 square foot spa & fitness center at 360 Oyster Point Boulevard in the Oyster Point Marina Specific Plan District, based on public testimony and the materials submitted to the South San Francisco City Council, which include, but are not limited to: project application; site plan, landscape plan, elevations and floor plans, prepared by .Joel B. Cantor AIA, dated August 20; 2008; sign plans prepared by Joel B. Cantor AIA, revised August 20, 2008; minutes of the June 27, 2008 Design Review Board meeting; letter from Nadia Holober, applicant's attorney, dated July 22, 2008; letter from property lease holder John King, King Ventures, dated July 15, 2008; letter from applicant dated August 13, 2008 re. Sustainability Measures; Transportation Management Plan; City Council staff report dated September 24, 2008; and testimony received at the City Council meeting of September 24, 2008. 1. The proposed project is consistent with the Oyster Point Marina Specific Plan. Section 20.59.030 (a)(3) provides that "hotels and related facilities and ser<~ices" may be permitted on this site subject to approval of a Precise Plan. The use has been found to meet this relatedness criteria wit]7 respect to the nearby Inn at Oyster Point based on the following: • The Inn at Oyster Point does not include an on-site spa or fitness facility. The hotel operator believes that offering such an amenity, along with establishing a marketing tie in, could dramatically increase the Inn's occupancy rate. • The Inn owner would market the Inn and fitness and spa facilities together. The fitness facility would be marketed as free and included in the Inn's room rate. In.n guests would be offered the opportunity to purchase hotel and spa packages and/or to receive discount coupons for spa services. • Alighted asphalt pathway would be established between the Inn and the spa/fitness facility to present a physical lint: between the two sites, and signs for the spa and fitness facility have been deaigned to match the existing Inn signs to increase this visual tie-in. • The Conditions of Approval require that the relationship between the Inn and the spa and fitness facility be maintained to assure the uses remain. consistent with the provisions of the Oyster Poirit Marina Specific Plan District. 2. As conditioned, the proposed project will meet or exceed all applicable development and/or construction standards for the Oyster Point Marina Specific Plan Zone District. -1- Proposed Findings of Approval P08-0046: PP08-0001 September 24, 2008 Page 2 of 2 3. Staff has reviewed the Joint Powers Agreement between the San Mateo County ]arbor District and the City of South San Francisco and finds the proposed project to be consistent with the provisions of the agreement. 4. The project proposed in the pirecise .plan is consistent with the City of Sou1:h San Francisco General Plan. The General Plan land use designation for the site is Coastal Commercial. Recreational facilities are identified as appropriate uses ~~ithin this land use category. In addition; General Plan Policy 3.5-I-8 encourages the development of employee-serving amenities to meet the needs of the employees of the East of 101 Area. 5. The Harbor District Board approved the proposed project at its meeting of December 19, 2007. -2- P>[iOPOSED C~?NDI'I'I€~llTS OF APPROV A)~ P08-0046: PP08-0001 & DROS-0021 (September 24, 2008 City Council IVleeting) A. Planning ]Division requirements shall be as follow: 1. The project shall be completed and operated substantially as indicated in the site plan, .floor plans, elevations and landscape plans prepared by Joel B. Cantor, AIA, dated August 20, 2008, except as otherwise modified by the following conditions of approval. 2. To ensure that the project remains a "hotel-related use," the business relationship between the IruZ at Oyster Point and the spa and fitness facility shall be maintained and the project operated in a manner consistent with the provisions of the Oyster Point Marina Specific Plan District (South San Francisco Municipal Code Section 20.59.030) and as indicated in the application materials submitted for the project, including the. following: a. Letter from Nadia Holober, applicant's attorney, dated July 22,.2008 b. Letter from property Iease holder John King, King Ventures, dated July 15, 2008 3. The applicant shall implement all sustainability measures during construction and tluoughout the operations of the- facility as outlined in the letter, submitted by the applicant, Bob McLennan, dated ~ August 13, 2008 .acid the Transportation Management Program submitted with the application. 4. Prior to issuance of a Certificate of Occupancy the parking lot shall be restriped as indicated in the site plan, and six inch concrete wheel stops shall be installed on all . spaces that do not otherwise abut a six inch curb. 5. Prior to issuance of, a building permit the property owner or applicant shall submit a plan to relandscape and 'or reinstall all missing planting within the parking lot and adjacent to the two office buildings (360 Oyster Point Blvd and 401 Marina Blvd.) as shown on the originally approved plans dated November 11, 1985, prepared by Royston Hanamoto Alley & Abey, on file in the City's Planning Division, or submit an alternative planting plan for these areas to the satisfaction of the Chief Planner. 6. Signs shall be limited to those depicted on the attached plans prepared by Joel B. Cantor AIA, revised 8/20/08, with the exception of proposed sign "B", which. shall be deleted. No additional flags, banners, pennants, freestanding signs, etc. shall be permitted without prior approval of an appropriate sign permit issued by the City. 7. The applicant shall comply with all standard conditions as outlined in the "Standard Conditions and Limitations f'or Commercial Industrial and Multi-Family Residential Projects", dated Revised Febn~ary 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. -3- Proposed Conditions of Approval POS-0046 September 24, 2005 Page 2 of 7 (Planning Division contact: Susy Italkin, Chief Planner, 660 577-836) B. The )ingineering Division requirements s)sall be as follo~~s: 1. STANDARD CONDITIONS The developer shall comply with the applicable requirements of the Engineering Division's "Standard Conditions for Commercial and Industrial Developments", as contained in the Engineering Division's "Standard Development Conditions" booklet,. dated January 1995. A copy of this booklet is available from the Engineering Division at no cost. 2. SPECIAL CONDITION S a. The developer/owner shall repair any broken sidewalk, curb and gutter fror.~ting the property. The developer shall also repair ariy areas of broken pavemeirt in the parking area. b. The developer shall address any drainage deficiency located on the site. Developer shall submit a drainage plan showing the storm drain system for review. c. Any work performed in the City's right-of--way shall require an encroachment from the Engineering Division. The owner shall apply .and pay all fees and deposits for the encroaclunent permit. d. 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. It is determined the sE;wer generation rate is 400 gallons per day per 1000 square feet of development. The sewer contribution shall be due and payable prior to receiving a building permit for each phase of the development. Based upon this calculation, the fee is:(400 gpd/1000 sq. ft.) x $3.19 per gallon x 8,900 sq. ft. _ ~I1,356.40 (Engineering Division contact: Sam Bautista (660-829-6652) C. Fire Prevention requirements are as foliov~~: This building requires 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. -4- Proposed Conditions of Approval P08-0046 September 24, 2008 Page 3 of 7 3. This building requires fire alarms. Please submit separate plans. 4. Provide ahorn/strobe at the front of the building, which v~~ill activate upon. fire sprinkler or alarm notification. Plans shall conform to NFPA 72 and City of South San Francisco. Municipal Code, Section 15.24.1 ~0. ~. This building requires fire extinguishers. 6. Provide adequate premise identification (address) on the building per the City of South San Francisco Municipal Code, Section 15.24.100. (Fire Department Contact: Luis DaSilva, Fire Marshal, 650 829-6645) D. Water Quality Control requirements are as follow: 1. Provide nLUnber of fixture units. 2. Applicant must pay a sewer connection fee based on water use for a Day Spa. (Water Quality Control Plant coritact: Cassie Prudhel, 6~0 829-3840) E. Building Division requirements .shall be as follow: Provide a floor plan showing existing restroom locations and conf guration. 2. Provide the total occupant load for the building and required plumbing. fixtures for that load. 3. Provide equivalent facility access to handicapped individuals on the first floor or provide an elevator to the second floor or another means of access acceptable to the Chief Building Official. (Building Division contact: Jim Kirkman, Chief Building Official, 650 829-6670) F. POLICE DEPARTMENT requirements shall be.as follo«~: 1. Municipal Code Compliance The applicant shall comply with the provisions of Chapter 15.48 of the Municipal Code, "Minimum Building Security Standards" Ordinance revised May 199. The Police Department reserves the right to make additional security and safety -5- Proposed Conditions of Approval P08-0046 September 24, 2008 Page 4 of 7 conditions, if necessary, upon receipt of detailed/revised building plans. 2. Building Securit<% a. Doors l) The jamb on all aluminum frame-swinging doors shall be so constructed or protected to withstand 1.600 lbs. of pressure in both a vertical distance of three (3) inches and a horizontal distance of one (1) inch each side of the strike. 2) Glass doors shall be secured with a deadbolt lock ~~~ith minimum throw of one (1) inch. The outside. ring should be free moving and case hardened. 3) Employee/pedestrian doors shall be of solid core wood or Hollow sheet metal with a minim~un thickness of 1-3/4 inches and shall be secured by a deadbolt lock with minimum throw of one'(1) inch. Locking hard-ware .shall be installed so that both deadbolt and deadlocking latch can be retracted by a single action of the inside knob, handle, or turn piece. 4) Outside hinges on all exterior doors shall be provided vrith non-removable pins when pin-type hinges are used or shall be provided with hinge studs, to prevent removal of the door: 5) Doors with glass panels and doors with glass panels adjacent to the doorframe shall be secured with burglary-resistant glazing' or the equivalent, if double-cylinder deadbolt locks are not installed. 6) Doors with panic bars will have vertical rod panic hardware with top and bottom latch bolts. No secondary locks should be installed on panic- equipped doors; and no exterior surface-mounted. hardware should be used. A 2" wide and 6" long steel astragal shall be installed on the door exterior to protect the latch. No surface-mounted exterior hardware need be used on panic-equipped doors. l The locks shall be so consn-ucted that both the deadbolt and deadlocking latch can be retracted by a single action of the inside door knob/lever/turnpiece. - A double-cylinder deadbolt lock or asingle-cylinder deadbolt lock without a turnpiece may be used in "Group B" occupancies as defined by the Uniform Building Code. When used, there must be a readily visible durable sign on or adjacent to the door stating "This door to remain unlocked during business hours", employing ]ettei-s not less than one inch high on a contrasting background. The locking device must be of type that will be readily distinguishable as locked, and its use may be revoked by the Building Official for due cause. ~~/l 6" security laminate, 1/4" polyca~-bonate; or approved security film treatment, minimum.. -6- Proposed Conditions of Approval P08-0046 September 24, 2008 Pa6e ~ of 7 7) On pairs of doors, the active leaf shall be secured .with the type of lock required for single doors in this section. The inactive leaf shall be equipped with automatic flush extension bolts protected by hardened material with a minimum tlu-ow of three-fourths inch at head and foot and shall have no doorknob or surface-mounted hardware. Multiple point locks, cylinder activated from the active leaf and satisfying the requirements, may be used instead of flush bolts. 8) Any single or pair of doors requiring locking at the bottom or top rail shall have locks with a minimum of one throw bolt at both the top Gild bottom rails. b. Windows 1) Louvered windows shall not be used as they pose a significant security problem. . 2) Accessible rear and side windows not viewable from the street shall consist of rated burglary resistant glazing or its equivalent. Such v~rindows that are capable of being opened shall be secured on the inside with a locking device capable of withstanding a force of two hundred- (200) lbs. applied irl any direction. 3) Secondary locking devices are recommended on all accessible windows that open. c. Roof Openings 1) All glass skylights on the roof of ally building shall be provided with: i. Rated burglary-resistant glass or glass-like acrylic material;' or: ii. Iron bars of at least 1/2" round or one by one-fourth inch flat steel material spaced no more than five .inches apart under the skylight and securely fastened; or: iii. A steel Grill of at least 1/8" material or two inch mesh under skylight and securely fastened. 2) All hatchway openings on the roof of any building shall be secured as follows: i. If the hatchv~~ay is of wooden material, it shall be covered on the outside with at least 16 gauge sheet steel or its equivalent attac]aed with screv~~s. ii. The hatchway shall be secured from the inside with a slide bar or slide bolts. The use of crossbar or padlock must be approved by -~- Proposed Conditions of Approval P08-0046 September 24, ?008 Page 6 of 7 the Fire Marshal. iii. Outside hinges on all hatchway openings shall be provided with non-removable pins when using pin-type hinges. 3) All air duct or air vent openings exceeding 8" x 12" on the roof or exterior walls of any building shall be secured by covering the same with either of the following: i. Iron bars of at ]east 1/2" round or one by one-fourth inch flat steel material, spaced no more than five inches apart and securely fastened; or: ii. A steel grill of at least 1/8" material or two inch mesh and securely fastened and iii. If the barrier is on the outside; it shall be secured with galvanized rounded head r`lush bolts of at least 3/8" diameter on the outside. d. Lighting 1) All exterior doors shall be provided with their own light source and shall be adequately illuminated at all. hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for persons exiting the building. 2) The premises, while closed for business after dark, must be' sufficiently lighted by use of interior night-lights. 3} Exterior door, perimeter, parking area, and caliopy lights shall be controlled by photocell and shall be left on during hours of darkness or diminished lighting. 4) Photometrics are required for the property and parking lot e. Numbering of Buildings 1) The address number of every commercial building shall be illuminated during the hours of darkness so that it shall be easily visible fiom the street. The numerals in these numbers shall be no less than four to six incl-es in height and of a color contrasting with the background. 2) In addition, any business, which affords vehicular access to the rear tlv-ough any driveway, alleyway, or parking lot, shall also display the same numbers on the rear of the building. f. Alarms -g- Proposed Conditions of Approval P08-0046 September 24, 2008 Page 7 of 7 The businesses shall be equipped with at least a central station silent intrusion alarm system. NOTE: To avoid delays in occupancy, alarm installation steps should be taken well in advance of the final inspection. g. Traffic, Parking, and Site Plan 1) .Handicapped parking spaces shall be clearly marked and properly sign posted. NOTE: For additional details, contact the Traffic Bureau Sergeant at (6~0) 829-3934. h. Secw-ity Camera System Building entrances, lobbies, parking. and garage areas must be monitored by a closed circuit television camera system. Recordings must be maintained for a period of no less than 30 days. These cameras will be part of a digital surveillance system, which will be -monitored on-site and accessible on the World Wide Web. This system must be of adequate resolution and color rendition to rE:adily identify any person or ~-~ehicle in the event a crime is committed, anywhere on the premises. i. Misc. Security Measures Commercial establishments having one hundred dollars or snore in cash , on the premises after closing hours shall lock such money in an approved type of money safe with a miriimum rating of TL-15. (Police Department contact, Sgt. Jon J. Kallas (650) 877-8927) -9- -10- N O z U C D C' O O F-- m {- [O W ~ ~ - --~ - - / ~ \ ~ ~ °, ,, , ~ --~ i t~.~l~'~.(I~II~11~f1(lfl(~~(V1fi3'~~I '~ ~ ' ~ ` ~,; ~~• ~:-%: ._ d I ~.u1LU ~ ' I (Jf3'L~@11~,L AU?3' ~ ~>= ~ ~ _ .:1 i ' i ~ .: _ ;.. .. ~~ ~~qq1~ aa1~ ~rM~+n~.~ m ~3 ti o ~' p~~'' . I, , 1 m ~lL3"•LYIiJL_'JI H_YLV1171W~ _ 'FIB z~ r ~.~. . ._- _.___ _~~ li._~=:,~=~-~~I-J7 JJaI~L77-lib-ii ~rulrcn:- Y(7= 9 a 4 _ _ _ ... l~ . f3.' ~'~ ~ ~ I ~ ~ ~-"~. _ ..___ _. _. (" 77 '.~ . f ~ H-'ff J"~~Pf ~ST~SJ~~{1-I~ !i'sl~l~. ~~ m ~1 m I .1~,1~ ' IN 1TYif1~'3i~i~f~(~'I~1f1~1 ~>< ~ ~,; 1 ~ U ~' - r ;,~~ p~ rY ~ ~•.T •^ m .JI ¢U ., ~1 1 m ° ~ .~,, `ti' 1 g . 4c, ' 1~ x LL i Y l LL ~it~ x ' ~JU~4~l~L~U~Uy1?~!U = ~ Vii: ~ ' ~ ' ~ s .ninalu.lrt~; U-NW~f lns e - - ~ ~ • ~ r• ~ ' P .,, ~ I~~ ,,, , ~ _ ~.- :~ ~ '~ I m .. _ - _ ~ " _ _ { I i i L._ _ _ . ~:~ ,1 ,~ . IjA`map(~$~7~p'~~+1~~~•+pV~n~~/~~{~~`^n __- -- = . I:yl I ~ f`.~, i I I pp ~p1Wy~"•`"~V •Y _..•~. U.W.Y.iB Y. YYV py.• ~ A I • L~ ^"`' V v~lv J ~ t I ~ I ~ i ..~ 1 'ty/ + . i I ~ ~.J I ~~ b 1 ~~ ~,. 1 .;' a er !r ~ ~ m, ~ ~ _~- ~;:,~. to I I KILL W15 :~. ~ o r ~` x' ~ m •G ^~.' W `LL ~ O ~ i T ~~~:til n ••,, . ~ N , :„ ,t /.~' -11- ` . i ~ '~ o -~ u d~ N W .~ '\ U ~1 b N W c ro m .r t`~ ~F' n n.~iV~~, :5~~ -12- ,~",~ ~;. ~£ =_ _ =t o a August 13, 2000 Maureen Morton, AICP Planning Department City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Dear Ms. Morton: In response to your request that we prepare a statement addressing measures that will be taken to protect the environment, we submit the following information. We have organized the measures into three separate categories: Measures Implemented During Demo?ition,ll~easures Implemented During Construction, and Measures Implemented During Facility Operation. We recognize that some measures overlap ;between the categories, but have placed each measure in the category we believe most appropriate. Measures Implemented During Demolition. Separate and recycle demolition materials. Inform workers of sensitivity to wildlife. Measures Implemented During Construction. Use fixtures and lighting that meet PG&E's energy-conserving requirement for rebate.. Use flooring made or recycled rubber or comparable material. Use environmentally-safe interior paint. Contain building materials upon delivery. Follow International Health & Racquet & Sports Assn. green guidelines for fitness centers. Install motion sensors & timers to turn off HVAC, steam rooms, saunas & lights uJhen. not in use. Install HVAC thermostats that are designed for greater energy efficiency. Install front door made of insulated glass/low uv: Install low-rlow toilets and showerheads. Use recycled materials in decking for ramp. Measures Implemented During Facility Operation. No bottled water will be sold. Separate and recycle bottles and paper. Use biodegradable cleaning supplies. Spa towels & sheets will be laundered in house at Inn using environmentall~fr-iendly soap. J~ Signed,. ~,'`-..~-.._~ ~~j .; , .~ ~ ~ - ,_. _ ... - ''~"ob M Leman; Applicant 2945 Junipero Serra Slvd. Daly City, Ca 94014 www.fitnesswest,org G50-9^ 13 `30 Fax G50-994-1125 ~a~~o ~~, ~ofo~or A1TOrney at Law Ten Almaden Boulevard =Suite 1460 =San Jose, California 95? 1 ~-2233 Tel=phone: (40B) 293-3911 • Fax: (4D8) 293-1999 = email: nvh@nadiahoiober.com July 22, ?005 * * m ~jia Hand Delivery* * is i. 4 }"t _~s,.:::... ~_. ~...... I F ~ ~ ~rtflr., Maureen Morton, AICP Planning Department City of South San Francisco 400 Grand Avenue South San Francisco,. CA 94050 Dear Ids. Morton: Enclosed please find a letter from John Ding in response to your letter dated Jura_e 15, '005 requesting more information to complete Mr. Mcl,ennan's Application to operate the spa and fitness center at 360 Oyster Point boulevard, South San Francisco ("Site") in conjunction with the adjacent Inn at Oyster Point. The letter is intended to further explain how the fitness center and spa facilities relate to the Inn onsite from the stare poLUt o to y's -hospitality indusizy standards. _.. _. _ .__ _ __. _ _ __. __._ ._ In his letter, Mr. King presents. insight regarding the interrelationship of the Inn at Oyster Point and the proposed fitness center and spa facilities and also explains the Inn"s need for the facilities. The following are among the various points he makes with regard to how the fitness center and spa facilities will relate to Inn: ~ Travelers want spacious, state-of-the-aft fitness facilities; ® .Most travelers state that they are likely to use fitness center facilities; ® Most travelers state that they are more likely to choose a hotel if it offers fitness facilities; ~ Inn guests and potential guests have asked for fitness and spa facilities; ~ Mr. King's hotel properties that offer utness and spa facilities enjoy higher occupancy rate than is the Inn; ® Mr. Ding desires to offer hotel ~ spa packages, which have become increasingly poPular~ ~ ® It is often impracticable for a small hotel to "retrofit" its buil_di_ng to provide demanded fitness and spa facilities and services; ~ Fitness facility privileges or discounts will be given to the employees of the hotel and restaurants on site; ® The builaing v~here the facilities will be located is ideal to serve the existing inn and the contemplated expansion; -14- ® 1~r. I>;ng has plans to market the Tnn ahd onsite~ rtness and spa facilities toget~er, similarly to how the Inn marlLets the other onsite facilities, Dominic's Restaurant and Dominic's Banquet F.oom; ® The fitness facilities will be marketed as free and included in the Inn room rate, as will spa facilities to clients who purchase hotel and spa packages, and clients who purchase a room only will be given discount coupons for spa services; ® The Inn will provide in-room shampoo, conditioner, body lotions and bath products that carry the brand name of the spa products to promote spa use; ® Fitness and spa amenities are commonly offered in separate buildings from sleeping accommodations; d The extension and enhancement of the footpath connecting the Inn with the fitness center and spa building will increase opportunities for circulation throughout the site both for travelers with and without accessibility issues; ® The extension and enhancement of the path will provide van-accessible parkin„ for the first time onsite to serve all uses; ~ Signage for the fitness center and spa will match signage for the Inn; i If desired by Staff, Mr. King is urilling to change the address of the Site from 360 Oyster Point Boulevard to 388 Nfarina Boulevard; and ~ Both the Applicant and 1u1r. King have expressed willingness to adopt other suggestions deemed by Staff to enhance the relatedness of the fitness facility and spa and Inn and restaurant. We believe that the above outlined features establish that the fitness and spa facility will be strongly related to the Inn. Although the fitness center and spa will be strongly related to the Inn, we note that the South San Francisco Zoning Code 20.59.030 requires no only that the proposed use be "related" to .the Inn or restaurant. California courts have explained that "related" is a "broad word," and have found the term satisfied when a logical relation exists. B(_ay Cities Paving & Grading. Inc. v. Lawyers' Mutual Ins Co 5 Cal.4th 854, S73 (1993).;) The term is not defined or restricted in the Zoning Code, but is defined by Black's Law Dictionary to mean"[s]tanding in relation; connected; allied; akin," or "used in conjunction with one another or associated in some way in the minds of the consuming; public." Black's Law Dictionary, 5~ Ed. at 1158. (1979}. Vde respectfully submit the attached information to show more clearly how the fitness center and spa facilities will be related to, and used in conjunction with, the Inn at Oyster Point. Thank you and we look forward to continuing to work with you and the City. Yours very truly, 1 ~--, ~. ' ~. ~ Nadia V. Holober -15- .s July 15; 2008 Maureen Morton, AICP Planning Department City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Dear Ms. Morton: Please accept this letter in response to your letter dated Tune 18, 2008 to Applicaizt Bob McLennan requesting more information to complete I~ir. McLennan's Application to operate the spa and fitness center at 360 Oyster Point Boulevard, South San Francisco ("Site") in conjunction urith the adjacent Inn at Oyster Point. Your letter notes that the City of South San Francisco's ("City's") Zoning Code allow=s for hotels, motels and related facilities and services at the Site, and asks us to explain more fully how the fitness facility= and spa will relate to the Inn, and specifically asked for information. regarding hov;T the Inn and fitness facilities and spa services will be marketed - - -together: - -- -- -- - __ _ _ _ _ . , _ _ _ _ __. __ _ __ _ _ _ - --- -- -_ _ _ _ _ __ _ _ __ _ _ _ _ _ - _- _ - - Vi~llen the Inn was built over twenty ~=ears ago, such amenities as spas and fitness facilities were not conunonplace and guests did not expect them. But the hospitality market has changed and today's health-conscious business and leisure travelers have come to expect and seek out such facilities and services. Please see the attached articles, Coyle Hospitality 2006 Group Survey Finds Spa and Fitness Facilities Favorites for Frequent Travelers (November 2, 2006), Fitness-Minded Hotels Increase Exposure witl:~ Fit Hotel Directory= (October 20, 2005) and Neu=Survey Says That Hotel Fitness Rooms Need to Shape Up; Exercise on the Road is Good for Business and Your Image but Hotel Workout Rooms Disappoint (November 13; 2003), all of uThich discuss the importance of fitness and spa facilities to travelers and hotels' marketing efforts to attract and satisfy travelers' expectations. Some significant findin6s of the surveys discussed in these articles are that; among travelers: y ® Over ~0% indicate likelihood to use fitness facilities (2006 Survey). ® 62% check whether hotels have fitness facilities during booking process (2003 Survey=). ~ ~9% say quality= of hotel fitness facilities is important factor in hotel choice (2005 Survey=). ® 78°ro cite ample personal space/size as important or very important (2006 Survey=). ® 69% say state-of-the-girt fitness facility= would favor selection of that hotel (2003 Survey=). ~ More than 60% of leisure travelers consider utilizing spa ser<=ices (2006 Surveys}. King Ventures 285 Bridge Streei San Luis Obispo - 16 -3401 805 544-4444 805 544-5E37 F~,X Maureen Morton. AICP July 1 ~, 2008 Page Two My Inn guests are no different - My staff and I have asked been asked repeatedly for fitness facilities and spa services, and I have thus far been unable to offer such amenities, although I do offer these related facilities and services at other hotel properties around the state. These other hotel properties currently are experiencing higher occupancy rate than is the Inn. You have asked for additional information regarding how the Cit~r's approval of the fitness center and spa will relate to the Inn and restaurant uses onsite. The CitS~'s approval of Mr. McLennan's Application will enable the Inn to provide fitness center Auld spa facilities and services, and in particular to offer increasingly popular hotel & spa packages. As a practical matter; it is often impracticable for a small hotel to "retrofit" :its building to provide health and fitl7ess facilities and services. We feel fortunate at the prospect of partnering with Fitness Vilest to offer these amenities, and see this as our only. feasible opportunity to offer fitness and spa facilities and services related to our hotel. In addition, Mr. McLennan has generously offered to extend fitness facility privileges or discounts to the employees of the hotel and restaurants on site; thus benefiting our onsite hotel and restaurant emplo~~ees. It has always been our intent to develop more hotel units; particularly at the gun club site beach area; and, in fact, that was approved several years ago. The spa location is ideal to serve the existing hotel and the contemplated future units. V+je are in the process of developing a marketing plan for hotel and spa packages, and for the fitness center for hotel guests' use. We will market the facilities and services on our website; in brochures (samples from other hotels are provided), through hotel reservation services, and through the Chamber of Commerce. We believe that we will be the only hotel in South San Francisco to offer hotel and spa packages, and will market this advantage to travelers. ~~Te currently market.v~~ith the Inn other onsite facilities, such as Dominic's Restaurant and Dominic's Banquet Room for larger gatherings. VJe note that. with the approval of the spa grid fitness center; the office building «rill be the only use at the complex that will not yet be a facility related to the Inn. The fitness facilities will be marketed as free and included in the Inn room rate, as «~ill spa facilities to clients who purchase hotel and spa packages. Clients who purchase a room only v~ill be jiven discount coupons for spa services. To promote spa use; we plan to provide in-room shampoo, conditioner, body lotions and bath products that carry the brand name of the spa products to promote spa use. V~~e are not concerned that the short distance from the front door of the Inn to the front door of the spa will create a disincentive for hotel guests to use the fitness center and spa, or diminish its attractiveness to prospective hotel guests. It is very common for hotels to offer such amenities as spa sen~ices in separate buildings from the. sleeping accommodations. The following axe a feva examples: Claremont Hotel and Spa, Sonoma Mission Inn; and our own properties, Two Bunch Palms and Sycamore Mineral Springs have units located farther from the spa than this arrangement. -17- I~~laureen Morton. AICP July l ~, 2000 Page Three As Inn owner; we enthusiastically support the extension and enhancement of the; footpath connecting the Inn v~~ith the building in which the fitness center and spa will be located. Because the complex in which the Inn and proposed fitness center and spa are located was developed under the standards that were in effect some twenty years ago; the site would benefit from increased opportunities for circulation throughout the site both by travelers who do not have accessibility issues and those who do. The extension and enhancement of the path will improve the unified feeling of the complex. In addition, the extension and enhancement project will provide van-accessible parking onsite for the first time. We note that Mr. McLennan already has proposed sig~.~age for the fitness center and spa that includes the design elements, and therefore "relates," to signa~e for the Iiu:~. The Design Review Committee has approved the matching signage. In your letter, you note that the fitness center and spa, being the corner building, has an Oyster Point Boulevard address, whereas the Iiui has an address on Marina Boulevard. If recommended by Staff to enhance the complex's "relatedness" and if so desired by Cite Council, we would be willing to change the address of the Site from 360 03~ster Point Boulevard to388 Marina Boulevard. Thank you for your consideration of Mr. McLennan's Application to operate a fitness center and spa related to the Inn at Oyster Point. I have read the above letter. Many of the items discussed in Mr. King's letterxequire m.y performance or cooperation. I anl committed to making the fitness center and spa work. in relation to the Inn, and gin committed to performing or cooperating in each of the actions and steps outlined in the above letter. -18- - r- - --- - ------- - --------.. _ ,.....~...,., ~", ~ ~...1 ,.... ~ uw . vi TTTT ~ _r: r ~~~r~, PF'E~S FELE.~.SE fV E 'a.` VJ R E Co}rle Hospitality 2006 Group Survey Finds Spa and Fitness Facilities Favorites for Frequent Travelers z In an effort to measure interest in utilizing fitness and spa facilities while traveling, Coyle Hospitality Group surveyed 1482 frequent travelers; representing consumers throughcut the United States. The survey also queried what features were most important in hotel or affiliate fitness facilities; spa spending trends and the likelihood of different segments of travelers to utilize spa services. Detailed results have been broken down into the following sections: Hotel Fitness Facility Usage; Fitness Facility Preferences; Spa Spending Trends; and Hotel Spa Usage. New York (PRWEB) November 2, 2006 -- In an effort to measure interest in utilizing fitness and spa facilities while traveling, Coyle Hospitality Group surveyed 1482 frequent travelers, representing consumers throughout the United States. The survey also queried what features were most important in hotel or affiliate fitness facilities; spa spending trends and the likelihood of different segments of travelers to utilize spa services. Detailed results have been broken down into the following sections: Hotel Fitness Facility Usage; Fitness Facility Preferences; Spa Spending Trends; and Hotel Spa Usage. Hotel Fitness Facility Usage Over 50% of the travelers indicated at least some likelihood of utilizing the fitness facilities, while only 27% indicated that they were unliE:ely or very unlikely to use them. The' data suggests that if the average guestroom brings two. guests to the property, there will be a significant interest per room in the hotel's fitness offerings. Therefore, hotels are wise to nnake sure their fitness offerings are both compelling and easily identined during the booking process. While the actual usage numbers are open for debate, it is clear that most travelers want a viable exercise option while traveling. Fitness Facility Preferences CHG also surveyed the level of importance of various fitness equipment and features including such things as cleanliness, space, variety of cardiovascular equipment, technology, refreshment availability, presence of free weights, presence of staff and class availability. The two donning preferences in a hotel fitness facility are cleanliness and space. 91% cited cleanliness as important or very important and 78°!° cited having ample personal space. Guests understandably expect a clean environment to exercise in and they don't want to be crowded while working out. Since the guest can draw conclusions about space availability grid cleanliness visually before the workout, the hotel/spa with limited space or poor upkeep is likely to negatively affect even the casual observer or occasional facility user. Also important to note,°is the expectation of media in fitness centers, with over 50%~of those surveyed citing it as important or very important. The savvy traveler is now used to seeing media such as flat screen televisions or music options in fitness facilities and it is becoming increasingly important to them. The availability of refreshments was also important or very important to 50% of the people surveyed, showing that the availability of water or other refreshments is not essential but is a simple way to aid in the comfort of guests. The hotel guestroom that has been converted to a gym is automatically at a space disadvantage. Hotels wishing to retain health conscious guests will have to set aside valuable space, maintain it, and give as many up-to-date options a;s they can. Stephanie Perrone, Vice President of Business Development at CHG adds, "It stands to reason that travelers want the same up- to-date equipment they have at their local health club. They also do not want to wait for equipment to become available. If they have set aside time to work out while traveling, it will only upset them if they are unable to do so." Spa Spending Trends Spa spending and awareness still continues to be on the rise. CHG asked travelers how likely they were to spend on spa over the upcoming year. The tra~~eling public continues to sho:~~ a strong inclination to at least consider spas as part of their travel spending. Over half of those surveyed intend to keep their spa purchases consistent while nearly 30% say that they will likely spend more in the upcoming year. A combined 12% indicate they will likely spend less. -19- httv://wv~~-.nrweb.coiT~/urinter.nhu?vrid=4692» ~n i innnQ - -r __ --- _ _.~_,.~., ~ .~..~a~iw ~ uvvtl~w tvt t lGtltl... _~[L`G _ U1 G CHG's spa survey in 2005 clearly showed a general consumer trend of increased purchases in spas. Spa treatments and services are increasingly becoming a discretionary buy instead or' an indulgent or impulse purchase. Perrone states, "Traveling consumers are continuously realizing the health benefits of incorporating spa into their busy lifestyles, thus increasing their likelihood to spend in these areas." Hotel Spa Usage Coyle Hospitality Group also looked at the difference in likelihood of utilizing the spa during both business and leisure travel. Leisure travelers are much more inclined to provide spa revenue than business travelers. What is very encouraging though is that only 18% of the leisure travelers surveyed were unlikely or very unlikely to at least consider spas as part of their discretionary leisure purchase. More than half of the leisure travelers surveyed were at least considering utilizing the services. The business traveler is much less likely with only a combined 27% considering a spa purchase when traveling. The data also shows that there are a large number of 'fence-sitters' with 27% of business travelers and 21 % of leisure travelers saying they are neutral about a spa purchase. In summary, when coupling the data above with shopper data gleaned from over 5,000 CHG hotel mystery shops, it is clear that many operators are not seizing this immense marketing opportunity. CHG data shows that during Reservation Calls, hotels with onsite spas services mentioned these services only 38%. Capture at the point of sale was even more meager with spa services and availability being mentioned only 12% of the time during check-in. The active and consistent promotion of the property's fitness facility or affiliate fitness facility varies and guests are often left merely with the information that the property they are visiting has a fitness facility. It is clear that hotels with compelling fitness and .spa services have a distinct advantage over those hotels who fail to clearly articulate their offerings. Spas should increasingly seek the traveling public as a source of new customers, with the leisure traveler offering the best potential. Whether hotels outsource or provide options in-house, cleanliness, availability of individual space, and a variety of up-to- date cardio equipment are primary drivers of satisfaction. Travelers want and expect what they get at home. For the full survey report or to obtain additional information about Coyle Hospitality Group, please e-mail Stephanie Perrone at 415-738-6043. About Coyle Hospitality Group Coyle Hospitality Group is a market leader providing mystery shopping and brand quality assurance services exclusively to hotels, restaurants and spas worldwide. Since 1996, CHG has completed over 30,000 quality evaluations exclusi~rely for hospitality clients. For more information please visit www.coylehosoitality.com or contact Stephanie Perrone, VP of Business Development. Call (800)-891-9292 or (415) 738-6043. #~# Contact Information Ret~ecca Kollaras Kollaras Communications httq://~nn~n.~.covlehosoitalitv.co~ ~ ~ 305-754-5949 Disclaimer: If you have any questions reearding information in these press releases please contact the company listed ire the press release. Please do not contact PP.WebO. We will be unable to assist you with your inquiry. PP,Web®disclaims any content contained in these releases. Our complete disclaimer appears here. © Copyright 199i-2008, Vocus PRW Holdings, LLC. Vocus, PRWeb and Publicity Wire are trademarks or registered trademarks of Vocus. Inc. or Vocus PRVV Holdings, LLC. Terms or Service I Privacy Policy -20- h~Lp://v~~~u~.prweb.corn/printer.php?paid=46925 7/1 1 /?.MR 'rlot?1 ~`~ !`~ eves ~"': Fesour•ce Fitness-Afinded Hote?s Increase Evnosure v=ith Fit Hotel Directcrv 200-1U-2U Gone are the days of searching for a hotel `s tiny fitness room or gym, full of out-dated; bully equipment. Guests have lon_? been demanding quality, in-hotel fitness equipment and FitHoieIDirectory.com is answering back resounding)}' with its directory of hotels with top-notch gyms and fitness rooms. 'One of our prunary goals is to help travelers get a great workout without having to scour the phone directory or ever ]eav:~g their hotel. Vdhether they are looldng for a treadmill, stationary bike, yoga mats, free weights or stretch cords in their hotel's gym to use, we want to make it easier. Man}'hotels, motels and other lodging types are stepping up and providing guests with lavish fitness and exercise offerings; and we're doing everythingwe can to pass this information on to our site visitors' states company spokesperson Brian Bailey. A previous survey of 300 business travelers conducted by Lieberman Research Worldwide found that hotel fitness rooms frequently disappoint. 64% percent of business travelers say that hotel fitness rooms "seem like an afterthought," 7~% say the quality of workout rooms is inconsistent from one hotel to the next and more than half the travelers (55%) decided not to use a hotel workout room because it was in such bad condition. Additional]}', stats from the surve}' revealed that 59°io of travelers said that the quality of hote.] fitness facilities is an important factor in their choice of hotel and 69% said that a "state-of-the-art" fitness facility would favor that hotel in the selection process Fit Hotel Directory, organized geographical)}', lists each hotel's contact information and amenities, a description of the workout facility when provided, as well as color photographs. Visitors can search for a hotel by clicking your choice of state and city. A map of the country aids in selecting regions. The site also offers airline and car rental contact information as well as travel tips and a free newsletter. Travelers can now search in any of the major search engines such as Google, Yahoo, MSN, AOL and others for 'hotel gyurs', 'hotel fitness' or other related tenors and find FitHotelDirectory.com. 'We`re in the process of adding hundreds of new US properties to the site and will be launching International sections in early 2006. Hotels vrho climb on board early can take advantage of some special discounts we're offering for a limited time', says spokesperson Brian Bailey. 'Our staff is working overtime to add properties to the directory and we intend to continue adding helpful services to our Pleb site for both the traveler and our advertisers,' said Brian Bailey. The company Web site is located at: http://wwv~+.rithoteldirectory.com For information on listing hotels with FitHotelDirectory.com visit: lZp://wu~u+.fithoteldirectorv.corn/advertise This article comes from Hotel News Resource httn://wwv~~.hotelnewsresource. corn The URL for this story is: http:/iuJww.hotelnewsresource.comlarticlel9] l ).httn) © 1998 - 2007 Nevistas and the author. Brought to you b}' Hotel News Resource Disn-ibute your news on our Networb: See what all the buzz is about at: htt~p://v~nxna+.hotelne~~'sresource.com/lnfo-newe account info htm] -21- r2ae 1 of ~~~p~><~~g~y ~4efi ~ ~~c~~~e For more news visit: http://www.hospitalitynet.org Nev~f Survey Says That I-iotel Fitness R©orns iVeect to Shape tjp; Exercise on the Rdad is Cooci for Business and Yoear irrtage but Hotel 1fVorl:out Rooms Osten E3isappoint i 3 /November 2003 WHITE PLAINS, N.Y. -Lose the laptop and bag your Blackberry -today's hottest travel accessories are a pair of sneakers and some sweats. An `~~ 5~ ~" innovative study of business travelers conducted by Lieberman Research Worldwide for Westin Hotels & Resorts finds that working out on the road is an excellent way to relieve stress, a powerful antidote for jet lag and good for your image among business associates. However, many respondents stated that hotels do not offer adequate fitness facilities for travelers. To combat the fitness obstacles travelers often face on the road, Westin has partnered with Reebok to introduce the "V~/estinWORKOUT(SM) Powered by Reebok." The survey of 300 business travelers titled "Road Runners: Working out on the' Road," illustrates just how important exercise is to hotel guests. For instance: ® 90% of travelers surveyed said exercise relieves stress on the road e 60% of travelers surveyed said exercise helps alleviate jet fag ® 78% of travelers surveyed said workouts are a good way to get over a rough day ® 70% of travelers surveyed said that working out is a good way to bond with colleagues a 53% of travelers surveyed said exercising is good forthefr image among business ® 62% of travelers surveyed said they check to see whether a hotel has a workout room during thE; reservation process ® 59% of travelers surveyed said that the quality of hotel fitness facilities is an important factor in their choice of hotel ® 69% said that a "state-of-the-art" fitness facility would favor that hotel in the selection process While working out on the road is important to travelers, hotel fitness rooms could be in better shape according to travelers surveyed: ® 61 % of travelers surveyed have encountered hotels without fitness facilities ® 53% of travelers surveyed said they didn't like the workout room ® 49% of travelers surveyed have encountered broken equipment in hotel r'itness rooms ® 64% of travelers surveyed said hotel fitness centers feel like an afterthought ® 75% of travelers surveyed said the quality of hotel workout rooms are inconsistent from one hotel to the next ® 55% of travelers surveyed have decided not io use a hotel workout room because it was in such bad condition ® 41 % of travelers surveyed said the facilities were too crowded 6 46% of travelers surveyed said the workout room was closed when they needed it "Working out on the road is a priority for many travelers but hotels have typically cut corners in hotel workout rooms, cramming mediocre, aging equipment in a small space with absolutely no frills," said Barry S. StE;rnlicht, Chairman and CEO of Starwood Hotels & Resorts Worldwide, Inc. [NYSE: I~OTj who. works out four days a week and always packs his workout gear when traveling on business. _2~_ http: //~~u~~. hospitalitynet. org/neuTs/4017682.pru7t i!~ i i~nno ~F. [`_` ~~.., i. ~rf~C~CT4h'-. F` ~" k ~' !~ ~ ~.r' ~' -?,t t` ..~ ~~~, ~._ .. .~ r introc9ucing WestinWORKOtlT In an effort to up the ante in the hotel-fitness arena, Westin has partnered with sports giant Reebok to develop a fitness and wellness program for travelers called WestinWORKOUT Powered by P.eebok. Polling out in all Westin hotels in North America, WestinWOP.KOUT includes new custom-designed fitness rooms with brand r~ew LifeFitness and Precor strength and cardio equipment; cardio theater technology including flat screen.TVs and individual viewing screens on cardio equipment; and digital music options. Each WestinWORKOUT room also features a Reebok Core Training Zone with special equipment by Reebok including Core Boards, meclicine balls, stability balls, resistance bands, and a selection of integrated 20/40/60-minute workout programs created by fitness experts at Reebok University exclusively for Westin guests in addition, the fitness experts at Reebok University have also developed an innovative in-room workout centered around Westin's renowned Heavenly Bed(R). The Heavenly Bed Yoga workout is a yoga and Pilates inspired regiment that can be done literally in bed. The ,Heavenly Bed Workout will be available in all Westin g~~estrooms on the brand's custom TV channel. "We are excited to work with Westin on such an innovative approach to fitness," said Kathy O'Connell Johnson, Reebok's vice president of women's performance marketing. "Our goal is to enhance the traveler's experience while on the road and provide them with the tools to help them stay committed to their workout routine." Other findings from "Road Runners: Working Out on the Road" include: • 40% of travelers surveyed said they eat more on the raad • 17% of travelers surveyed said they gain weight when traveling • 37% of travelers surveyed said they feel more stress on the road than at home • 26% of travelers surveyed said that working out on the road is a good way to meet people. • 50% of travelers surveyed workout in their hotel rooms on occasion and when in the~privacy of 1`heir own rooms, most travelers work out in shorts and a t-shirt (95%) but 30% admit to working out in their underwear and 11 % have even worked out naked in their hotel room!. • 30% of travelers surveyed have skipped business social gatherings to sneak in a workout. Westin Hotels & P.esorts, with 120 hotels and resorts in 30 countries and territories, is owned by Stanwood Hotels & Resorts Worldwide, lnc. Stanwood Hotels & Resorts Worldwide, Inc. is one of the leading hotel and leisure companies in the world with more than 740 properties in more than 80 countries and 105,000 employees at its owned and managed properties. With internationally renowned brands, Stanwood is a fully integrated owner, operator and franchiser of hotels and resorts including: St. Regis, The Luxury Collection, Sheraton, WE:stin, Four points by Sheraton, W brands, as well as Stanwood vacation Ownership, Inc., one of the premier developers and operators of high quality vacation interval ownership resorts. For more information, please visit www.westin.com. Reebok International Ltd. [NYSE: P.BK] ,headquartered in Canton, MA., is a leading worldwide designer, marketer and distributor of sports, fitness and casual footwear, apparel and equipment under the P.eet~ok, P.ockport and Greg Norman brands and footwear under the Polo Ralph Lauren brand. Sales for 2002 totaled approximately X3.1 billion. Reebok can be accessed on the World Wide Web at v/ww.reebok.com *Survey participants, 150 men and 150 women, have stayed at least two consecutive nights at a hotel in the past year and exercised while on the business trip. in practice, most respondents stayed many more nights than the qualifying threshold, averaging over ten nights in the past year. The survey was conducted via the telephone from -23- http://uTwu~.hospitalit5~net.or~/news/~017682.pi-int 7/1 1 /~s7C1R September 2- 15,2003. With a sample this size (n=300) results have a margin of error attributable to a sample size of +/- 6 percentage points on totals. Smaller subgroups therefore have a higher margin of error. CC~f~TA~T K.C. Kavanagh Phone: 914 640-8339 Email: kc.kavanagh@starwoodhotels.com C3E~~~5~il~ATION Starwood Hotels & Resorts Worldwide, Inc. http:/Iwww. starwoodhotels.com 1111 UVestchester Ave. Phone: 914-640-8100 Fax: 914-696-1138 Copyright© 1995-2007 Hospitality NetTM. All rights reserved. Trademarks and product names are the property of their respective owners. -24- http : //uTww.hospitalitynet. org/news/401768 2 .print '1/11 /2008 . j ' .K' '~' a- ~~~~ Transportation l~anngeanent ~a-ogram for the ~itaiess ~entea• aaad Sl3a at ~3Tstea• Point fain statement of~ foal: To implement-steps to avoid an~~ increase in traffic above the level of the prior approved office use for the operation of a fitness center and spa facility in conjtulction with the Im1 at Oyster Point. steps to ~-3e ~anplementea~: (1) Market ri~iiess center and spa only to potential guest of the Ilia at Oyster alid persons all eady working or staying ul the East of 1 U 1 Area. (?) Encouuage users ul the•East of 101 Area to use the fitness and spa facilities beforE: or after ~~1orJc, and thereby reduce traffic trips at the Highway 101 e~chan~es at the heaviest use tunes. (3) Ei~liance circulation opporttuuties onsite to encourage pedestrian trips. (4j Provide a lii~lc on facility's website to Oyster Point Area BART and Caltrain shutl:le schedules. The shuttles stop at 384 Oyster Point Boulevard, very close to the Project site. (~) Provide a lii~lc on facility's website to ferry schedule once established. (d) Devise programs and class schedules conveiuent to transit riders and futiu-e ferry riders. . (7) Encouuage shuttle ridership to the Spa and Fitness Center by implementing such programs as free guest days to shuttle pass holders who Using as guests other shuttle. pass liolders. (8) Install a bicycle racl~ to encouraage bicycle use. (9) Appoint a person onsite to beep records and implement this Transportation T~~Ianagenzent Plan. The 1~erson appointed is Ms. Connie O'Leary. 2945 Junii~ero Serra Blvd. Daly City, Ca 94014 vvww.ritnesswest.org 650-994-9080 Fax 650-994-1125 -25- -26- Inn toward Path Path toward Club - + .ak.. .. ~ - _- ~a e~ -` '~ .,~ Path toward Inn ~9`~ r~ - ~ ~, ~~ y r; ,~; }~ ~~ ~ ~, :'~c _. ~. ~r,~...::..~ k -: .: ~- Path toward office building View North <~ ~ :` ~~ - <, < ! ~ ~' ~~~1+ ' ' ~'~4~?~ Y}~. K~ -.~,.- ~ \K~ _k View Northwest ass. ~ °4. 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N ~ X >il ' h+ ~: Z v t ~ ~~ 3~ ~z z~ >L ~ Pn~rz- ~-Ps~ _ ~~4~~ :~~ ,~. 1 !~J '. ~~I V~P~ ~R- ~ rr ~~~: Gps~ - 2/4 r GpS~ = Zr~ Wv, 5~~~1 Pas~s- ~~ ~~ 3'- ~-'' SIGN l~ ~~ ~~~v~~~-s ~' e,V~ i._. U ~ sal ~.at ~ AF~~,~ ~ q , lv 5a• Ff• (~~V, 0~2o f 0~ (~) ~ II-ply c~~~(~~ r ~ itn~ss Vest. Spa and fitness tenter 360 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO. OA ~~L ~, ~AINT~R A~IA l~R~HITE~T 34J t3RANNAN STREET, SUITE 4C1 'jAIV FRANCISCO. CA 941 C7 41 5 957-9755 www.jcantorarcnitect.com U PPE C~ ~~ GPsE~ = 'fir!}. cp5~. = ' 1 1, '',' 1 ,, '1V~, ,~ \_ i~Y 1111 / vPPt.Q ~- i' CASe = ~ ~/Z ~Od ~ ~ r ~- GASE = ~ ~4 ~, ,; G f~l~v~ ~ ~• x4- WA , Wf~, SiC~ni pp5'ts r ~, ~~ ~~ 3~i S ~1~ ~ . CDI R>/ GT I O~f~l-~ AREA - ~-.3 `.~~~'f ./ a0 ~~ ~_~ \ \V IZGV• 8/26~~ ~~~1~ fitness il~lesfi Spa and Fitness tenter 360 OYSTER POINT BOULEVARD SOUTH SAN FRAIVCiSC(_), C.A ~~OZw~ ~a CANTER AIA ,ARCHITECT )1li dkANNAN STREET, SUITE 401 5.4N FRANCISCO, ;,A 9410% 115 957-9755 www IcantororchitecLCOm W N ~ G EKG (1.~7NQ LII:~~T ~ ~3W E I ~iWi~ pli~~cTivNAL 'i SIGN ~~',) 1 GoboRS 1•1l~HT 1~I.U~ LINE .Df~+f~~- 131,VE ~ ~AN.D :• "fa MATCH T~os~ b~ t~l~'rLpNG~ SIC~I RAJ ~ eI~ ~ oY~ m~3I~Yj r ~ fitness 'rest. Spa and fitness tenter :360 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO. CA JOEL ~~ ~ANYC7R AIA /~R~HITECT }qU k3RANNAN S?REFT, SUITE 40 ~ >Ai:FkAiJCI$CO ;:A94T0' sT5 v57-9155 www IconlorarchitecLCOm ~_ Fitness Existing Inn Sign Oyster Point Marina Entry Sign ~°~~x"S-4`1'x' o n ~ y J O c9LIFOR~~A CITY OF SOUTH SAN FRANCISO NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that the City Council of the City of South San Francisco will hold a Public Hearing at a Regular Meeting on Wednesday, September 24, 2008, commencing at 7:00 p.m., or as soon thereafter as the matter may be heard, in the City Council Chambers at the Municipal Services Building, 33 Arroyo Drive, South San Francisco, California, on items including the following application, at which time and place any and all persons interested may appear and be heard thereon. If you challenge in court the action taken by the City Council regarding the items described below, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the City Council at, or prior to, the public hearing: Bob McLennan/applicant CITY OF SSF/owner 360 Oyster Point Blvd P08-0046: PP08-0001 & DR08-0021 Precise Plan application to allow the establishment of an 8,900 square foot Spa & Fitness facility in the vacant portion of a 13,100 sq ft building at 360 Oyster Point Blvd on. Parcel 2 of the Oyster Point Marina Specific Plan in accordance with SSFMC 20.5. Interested persons may appear and be heard at, or may submit written comments to the City Council prior to the hour set for the hearing. Comments may be mailed to City Clerk, City of South San Francisco, P.O. Box 711, South San Francisco, CA 94083, or delivered to the City Clerk's Office, City Hall, 400 Grand Avenue, South San Francisco 94080. rista Ma son City Clerk Dated: September 12, 2008 City Clerk's Office, 400 Grand Avenue, South San Francisco, CA 94080, (650) 877-8518 CITY COUNCIL AGENDA ITEM 8 (September 24, 2008 City Council Meeting) Fitness West Spa and Fitness Center -Planning Application P08-0046 Proposed Supplemental Police Department conditions: 3. Additional Conditions a. No more than fifteen percent (15%) of the Spa & Fitness Center's gross floor space shall be used for "massage" or "massage services," as those terms are defined in section 10..16.020 of the South San Francisco Municipal Code. b. The applicant shall prepare and implement a "Massage Security and Safety Plan" for the protection of the Spa & Fitness Center's guests, clients, massage practitioners, and other employees, which plan shall be subject to the approval of the South San Francisco Chief of Police or his or her designee. 1) At a minimum, the Massage Security and Safety Plan shall require that walls for rooms where massages or massage services are performed not extend to the ceiling, but leave at least an 18 inch open divide between the ceiling and the top of the wall. - c. The business shall be subject to a 12 month review by the city council to assure continued compliance with all conditions of approval. Police Department contact, Sgt. Jon J. Kallas (650) 877-8927 DATE: September 24, 2008 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: AN ORDINANCE AMENDING THE CITY OF SOUTH SAN FRANCISCO MUNICIPAL CODE, CHAPTER 20, SECTIONS 20.06.230, 20.26.060 .AND 20.74.060 TO PROVIDE PROVISIONS FOR SIDEWALK DINING IN THE DOWNTOWN COMMERCIAL (D-C) ZONING DISTRICT IN CONJUNCTION WITH RESTAURANTS OR OTHER BUSINESSES SELLING FOOD AND/OR BEVERAGES, AND RELATED STANDARDS ' FOR SIDEWALK SEATING. Applicant: City of South San Francisco Case Nos.: P08-0055 & ZA08-0005 RECOMMENDATION Staff recommends that the City Council waive reading and introduce the attached ordinance to establish procedures, standards and criteria for sidewalk seating in the Downtown (:ommercial Zone District. BACKGROUND/DISCUSSION On September 7, 2007, the City Council conducted a study session to discuss long-term development opportunities and strategies as well as urban design ideas for the Downtown area. One outcome. this study session identified was the need for visual upgrades to the public spaces in the Downtown, with outdoor dining opportunities specifically mentioned as a feature that should be encouragf;d. The -proposed text amendments establish provisions for restaurants or other businesses selling food and/or beverages to offer sidewalk dining within the Downtown Commercial (D-C) Zoning District. The associated "Criteria and Standards" have been drafted to provide staff and tree Planning Commission direction when reviewing Sidewalk Dining Permit applications. As initially proposed, establishments wishing to create a sidewalk dining area would be; required to apply for a Sidewalk Dining Permit, which would be subject to approval by the Zoning Administrator. The Sidewalk Dining Permit would be a revocable encroachment permit, which would allow the applicant to utilize the City right-of--way for the purposes of establishing an outdoor seating area for its patrons. For establishments that provide alcoholic beverage service, approval of a use permit would also be required. It is also proposed that outdoor dining areas be exempt from additic-nal parking requirements. Staff Report Subject: Downtown Sidewalk Seating; Ordinance Date: September 24, 2008 Page 2 The Criteria and Standards (attachmer.~t) are intended to ensure that the permittee and property owner maintain the sidewalk dining area in a safe, orderly, and clean condition protecting the health, safety and welfare of the public who use theright-of--way for pedestrian travel. The criteria and standards include: maintaining an unobstructed four-fool: path. of travel between the defined sidewalk dining area and pedestrian right-of--way; compliance with the Americans with Disability Act (ADA); not obstructing any points of building ingress and/or egress; restricting the location of the sidewalk dining area when located on a corner lot; maintenance and appearance of all outdoor furniture, umbrellas and other associated items; and prohibiting any storage of rr~aterials in the City right-of--way, thus requiring that all furniture and appurtenances be removed from the public right-of--way at the close of each busines;> day. Commission Review On September 4, 2008 the Planning Commission conducted a public hearing on the subject amendments (see attached Planning Commission Staff Report). While clearly supportive of facilitating outdoor dining opportunities in the Downtown, the Commission noted some minor concems regarding litter and enforcement, as well as concern with seating areas located adjacent to the street curb. 'lChe Planning Commission unanimously recommended approval of the ordinance subject to the following revisions: 1) require that the operator utilize the .same utensils and dishes for sidewalk dining as used for indoor dining to minimize the amount of disposable service ware; and 2) require that outdoor dining areas proposed parallel to the curb be subject to a use permit rather than staff review. Since the Ordinance recommends sidewalk dining areas be exempt from additional parking requirements, the matter was also referred to the Parking Place Commission for its review and comment. At its September 9, 2008 meeting, the Parking Place Commission discussed the Ordinance and had no concerns with the proposed parking e~;emption for sidewalk dining areas. The full text amendments are attached. to the draft Ordinance as Exhibit A. Environmental Determination Staff has determined that the proposed project is categorically exempt pursuant to the provisions of Class 11, Accessory Structures, Section 15311(c) Placement of seasonal or temporary use items such as lifeguard towers, mobile food units, portable restrooms, or similar items in generally the same locations from time to time in publicly owned parks, stadiums, or other facilities designed for public; use; Class 1, Existing Facilities, Section 15301, Minor alteration of existing facilities, involving negligible or no expansion of an existing use; Class 4, Minor Alterations to Land Section 15304 (e) Minor temporary use of land having negligible or no permanent effects on the environment, including carnivals, sales of Christmas trees., etc.; and Class 5, Minor Alterations in Land Use Limitations, Section 15305 (b) Issuance of minor encroachment permits. (CEQA Guidelines). Staff Report Subject: Downtown Sidewalk Seating. Ordinance Date: September 24, 2008 Page 3 CONCLUSION The proposed ordinance and text amendments are consistent with the South San Francisco General Plan Land Use and Economic Development objectives and guiding policies to promote Downtown revitalization. The Sidewalk Dining Criteria and Standards will establish comprehensive design standards and guidelines for sidewalk dining in the Downtown; promote business attraction, retention and expansion; promote downtown's vitality and economic well-being; and encourage' development of Downtown as a pedestrian friendly mixed-use activity center. Therefore, City staff recomxriends that the City Council adopt the ordinance and related criteria and standards allowing sidewalk seating in the Downtown Commercial (D-C) Zoning; District, subject to the approval of a Sidewalk Dining Permit. -~ ~ By: .-._, Approved. ~' ~ ~ Marty Van Duyn Barry M. Nagel Assistant City Manag City Manager BMN:MVDana Attachments: 1. Draft Ordinance w/ Attachments 2. Draft Criteria and Standard 3. Planning Commission Resolution 1Vo.2675-2008 4. Planning Commission Staff Report dated September 4, 2008 5. September 4, 2008 Planning Commission Minutes ORDINANCE NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA AN ORDINANCE AMENDING THE CITY OF SOUTH SAN FRANCISCO MUNICIPAL CODE, CHAPTER 20, SECTIONS 20.06.230, 20.26.060 AND 20.74.060 TO PROVIDE PROVISIONS FOR SIDEWALK DITJING IN THE DOWNTOWN COMMERCIAL (D-C) ZONING DISTRICT IN CONJUNCTION WITH RESTAURANTS OR OTHER BUSINESSES SELLING FOOD AND/OR BEVERAGES, AND RELATED STANDARDS FOR SIDEWALK SEATII~IG. WHEREAS, at a September '7, 2007, study session, the City Council for the City of South San Francisco encouraged staff to explore opportunities for outdoor seating and dining in the Downtown Commercial zoning district; and, WHEREAS, the proposed zoning amendments and accompanying comprehensive design standards will allow restaurants and other business selling food and beverage in the Downtown Commercial zoning district, to apply for and obtain from the Zoning Administrator or Planning Commission a sidewalk Dining Perrriit to allow for seating and dining within the publicright-of- way, with certain restrictions intended to protect the public health, safety, and welfare and maintain compliance with the Americans with Disabilities Act; and, WHEREAS, the proposed zoning amendments and accompanying comprehensive design standards for sidewalk dining are consistent with the policies and objectives articulated in the City of South San Francisco General Plan, including but not limited to the following: 3.1-G-1: Promote Downtown's vitality and economic well-being, and its presence as the city's center. 3.1-G-2: Encourage developnnent of Downtown as apedestrian-friendly mixed-use activity center with retail and visitor-oriented uses, business and personal services, government and professional offices, civic uses, and a variety of residential types and densities. 3.1-I-7: Undertake a Downtown streetscape improvement program. 9-G-2: Continue efforts to incorporate noise considerations into land use planning decisions. 9-I-7: Require the control of noise at source through site design, building design, landscaping, hours of operation, and other techniques, for new developments deemed to be noise generators. -1- WHEREAS, tre City Council has exercised its independent judgment and determined that approval of the proposed zoning amendments is categorically exempt from CEQA review under Class 11, Accessory Structures (CEQA Guidelines, § 15311(c)), Class 1, Existing, Facilities (CEQA Guidelines, § 15301), Class 4, Minor Alterations to Land (CEQA Guidelines, § 15304(e)), and Class 5, Minor Alterations in Land Use Limitations (CEQA Guideline s, § 15305(b)); and, WHEREAS, on September 4, 2008, the Planning Commission, at a properly notiiced public hearing, recommended approval of the proposed zoning amendments and comprehensive design standards for sidewalk dining in the Downtown Commercial zoning district, and on September 24, 2008, the City Council held a properly noticed public hearing to consider the Planning Commission's recommendation. NOW THEREFORE, the City Council of the City of South San. Francisco, does hereby ORDAIN as follows: SECTION 1. AMENDMENTS A. The South San Francisco Mwlicipal Code is hereby amended to add subsection (h} to section 20.06.230 as follows (additio:ns in double-underline; subsequent subsections shall be re- lettered sequentially): 20.06.230(h) Sidewalk Dining. An outdoor area set up and maintained on the public sidewalk, within the Citv right-of-wav, for the nuraose of selling and serving food and/or beverages for immediate consumption by an .adioinin~ restaurant or other business which sells and serves food and/or be,vera es for immediate consumption. B. The South San Francisco Mwlicipal Code is hereby amended to add subsection (g) to section 20.26.060 as follows (additions in double-underline): 20.26.060(g) Sidewalk Dinin shall be permitted subiect to approval of a Sidewalk Dining Permit by the Zoning Administrator. Sidewalk Dining, pursuant to . Section 20.06.230, is exempt from the use Hermit requirement unless it is roposed paralilel to the curb or includes the sale of alcoholic bevera e.~ s, in which case a u.se Hermit is required. Sidewalk Dining shall adhere to all standards identified in the "sidewalk Dining Standards and Guidelines". C. The South San Francisco Municipal Code is hereby amended to add subsection Ilc)(3) to section 20.74.060 as follows (additions in double-underline}: 20.74.060(k)(3) Approved sidewalk dining areas are exempt from parking reauire:ments. .-2- SECTION 2. SEVERABILITY If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 3. PUBLICATION ANI> EFFECTIVE DATE This Ordinance shall be published once, with the names of those City Councilmembers voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of South San Francisco, as required by law, acid shall become effective thirty (30) days from and after its adoption. ~ ~ ~ Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of, _ , 2008 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this day of , 20108. Pedro Gonzalez, Mayor ii42~8~.i -3- EXHIBIT A ZA-08-0005 -Proposed Amendments to South San Francisco Municipal Code: Amend Definition Sections as fiollows: The definition of "Sidewalk Dining" is added as subsection (h) to section 20.06.230 and subsequent subsections shall be re-lettered sequentially. 20.26.230(h) Add subsection: Sidewalk Dining. An outdoor area set up and maintained on the public sidewalk, within the City right-of--way, for the purpose of selling and serving food and/or beverages for immediate consumption by an adjoining restaurant or other business which sells and serves food and/or beverages :for immediate consumption. Modify Disfricf Downtown Commercial II-istrict ~iTse Regulations as follows: 20.26.060 Special operations or structures. (a) Any use which involves, drive-through windows, hours of operation :from midnight to 6:00 a.m., on-site liquor sales or the open storage or display of goods, materials, or vehicles (other than parking) shall require a use permit. b) Unless approved with a use permit for the open storage of goods, all uses (except parking) shall be conducted entirely within a building. (c) Temporary office trailers are permitted only as temporary construction offices. during the period of construction and only with building division approval. (d) The seasonal sale of pumpkins and Christmas trees are exempt from the use permit requirement. These uses are subject to building division a.nd fire department approval (e) Catering trucks ai•e exempt from the use permit requirement. (f) Existing gasoline sales establishments which add the sale of beer or wine for off-site consumption shall require a use permit. (Ord. 1050 § 22 mart), 1989: Ord. 1006 § 2 (part), 1986) (g) Add subsection: Sidewalk Dining shall be permitted subject to approval of a Sidewalk Dining Permit by the Zoning Administrator or Plannixig Commission. Sidewalk Dining, pursuant to Section 20.06.230, is exempt -4- from the use permit requirement unless it is proposed parallel to the <;urb or includes the sale of alcoholic beverages, in which case a use permit is required. Sidewalk Dining shall adhere to all standards identified in the "Sidewalk Dining Standards and Guidelines". 20.74.060(k) Add subsection: 20.74.060 (k)(3): Approved sidewalk dining areas are exempt from parking requiremern~s. -5- CITY OF SOUTH SAN FRANCISCO SIDEWALK DINING CRITERIA AND STANDARDS As Recommended by the Planning Commission on August 7, 2008 Purpose Consistent with policies in 1:he General Plan and the goals and objectives of the Redevelopment Plan for the Downtown/Central Redevelopment Project, the City wishes to allow the operation of sidewalk dining in conjunction with food and beverage establishments in the -downtown area to provide for increased activity, revitalization, and business opportunities. Sidewalk Dining, which would be subject to a Sidewalk Dining Permit and adherence to the City's Sidewalk Seating Standards, would be conducted on sidewalks located within the City right-of--way. The Citty has developed specific criteria and guidelines to ensure that the health, safety and welfare of the public is protected with the least imposition on pedestrians, vehicular movement, and downtown business patrons and proprietors. Criteria and Standards A. Permit Required. A, sidewalk dining permit, which is a revocable encroachment permit, shall be required for any.tables, chairs, benches or other appurtenances placed in the public right-of--way for the purpose of establishing a sidewalk dining area. The Zoning Administrator shall issue said permit upon finding that all standards and requirements of this section have been met. Applications for sidewalk dining where the dining area is located parallel to they curb or where alcoholic beverages will be served shall also require a use permit. B. Hours of Operation. Hours of operation shall be limited to the hours of operation of the associated indoor dining establishment, but shall r.~ot be permitted earlier than 7:00 a.m. or later than 10:00 p.m. C. Procedure. 1. Establishment of a sidewalk dining area shall require issuance of a sidewalk dining permit by the Zoning Administrator or Pl~uuling Commission. The; Zoning Administrator or Planning Commission may establish conditions of approval for the sidewalk dining permit as necessary for coni:ormance with the requirements of this section. 2. The sidewalk diming permit is nontransferable and, unless revoked, shall remain valid for one (1) year from the date of issuance. 3. In order to continue operation of a sidewalk dining area beyond the term of the permit, the owner/operator shall submit a new application for a sidewalk dining area. 4. Applications shall be .submitted on the prescribed form to the Zoning Administrator. D. Standards. The following standards shall be met for the establishme~:~t and maintenance of a sidewalk dining area within the publicright-of--way. 1. Physical Requirements. -6- a. An unobstructed sidewalk clearance of four-feet shall be maintained for pedestrians at all times from the edge o:F any table, chair, bench, planter, or other appurtenances used as part of a sidewalk dining area (see Figure 1). b. Where the sidewalk dining area is located adjacent to the :street, and in addition to the requirements stated inl (a) above, an eighteen-inch clearance shall be maintained from the face of the curb to the sidewalk dining area unless there is parking parallel to the street, in which case atwo-foot clearance is required (see Figure 1). c. No sidewalk dining area shall obstruct any points of building ingress and/or egress. d. On a conger lot, no sidewalk dining area shall be located within the area bound by the extensions of the corner building walls between the building and the curb. e. All sidewalk dining furniture and appurtenances shall be removed at the close of each business day. No storage of materials on sidewalks is allowed. f. No portion of a sidewalk dining area shall be permanently attached Ito the sidewalk or building. g. Any uml'~rella, heater, or similar feature used in a sidewalk dining area shall be safely secured. h. The establishment shall utilize the same utensils and dishes for sidewalk dining as used for indoor dining areas to minimi:~e the amount oaf disposable service ware. i. Sidewalk: seating is exempt from the parking requirements of SSFMC Chapter 20.74. 2. Design. a. The design and appearance of all proposed improvements or furniture,, including but not limited to tables, chairs, benches, umbrellas .and planters, to be placed in the sidewalk dining; area shall present a coordinated theme and be compatible with the appearance and design of the building, as determined b~y the Zoning Administrator. b. The design of all improvements and furniture shall be of a quality to sustain weather and wear, shall be of a material other than molded plastic, and shall be of natural finishes or~ dark colors. c. Planters and planter boxes, if used as temporary dividers, must be planted and maintained with live plants. d. No signs shall be permitted in connection with a sidewalk dining area (including sign copy on umbrellas) except as may be required by the City or Department of Alcoholic Beverage Control for reasons of public health or safety, or unlc;ss as approved by the Zoning Administrator as part of the application. -~- e. No entertainment or use, operation, or playing of any musical instrument, loudspeaker, sound amplifier, or other machir.~e for the production or reproduction of sound is permitted in the sidewalk dining area. f. No electrical appliances, heating or cooking of food or open flames shall be allowed in the sidewalk dining area. Use of portable heating devices may be permitted with approval from the Fire Marshal. 3. Maintenance. a. The perrnittee and the property owner shall maintain the sidewalk dining area and the adjoining street, curb, gutter and sidewalk in a neat, clean and orderly condition at all tames, regardless of the source of the refuse and litter. This shall include .all tables, chairs, benches, planters, or other appurtenances placed in the public right-of--way. Provisions; shall be made for trash receptacles to serve the sidewalk dining area, subject to the approval of the Zoning Administrator. b. Activities, involving the sidewalk dining area shall be conducted in a mamner that does not interfere with pedestrians, parking or traffic. c. The perrnittee shall ensure that the sidewalk dining area is limited to business patrons. d. The permittee and the property owner shall be responsible for preventing excessive noise to ensure minimal or no intrusion on the merchants and inhabitants of downtown. e. If necessary, the permittee or the property owner shall clean the surface of the sidewalk by washing or buffing to remove any stains, rnarks, or discoloration to the satisfaction of the Department of Public Works and in accordance with prevailing storm water and water quality regulations. f. Umbrellas shall be kept clean and in good condition, secure in windy conditions, and fire-treated. 4. Special standards for sidewalk dining areas with alcoholic beverage service. a. A use permit shall be required for all sidewalk dining areas serving alcoholic beverages. b. Alcoholic beverages may only be served in sidewalk dining; areas which aJ-e established in conjunction with a restaurant. For purposes of this section, a "restaurant" is a Full Service Bating and Drinking Establishment, as defined in Section 20.06.090 of the City of South San Francisco Zoning Code. c. Sidewalk: dining areas shall be defined by an enclosure of no more than three (3) feet in height measured from the ground or sidewalk. level and no less than one (1) foot. Enclosures shall be designed in compliance with ADA accessibility guidelinE;s and -g- shall provide safe pedestrian access to the 'public right of way and designated parking spaces. The enclosure shall be compatible with the appearance and design of the associated building and sidewalk dining area. Such enclosure shall be portable and may consist of planters, rernovable bollards or similar features which involve no alteration or damage t:o the sidewalk. d. All entrances/exits of the sidewalk dining area shall be I>osted with signs stating that alcoholic beverages must be kept within the sidev~ralk dining area at all times. In addition, small cards shall be placed on each table giving notice that removal of alcoholic beverages from the sidewalk dining area is not allowed. e. The capacity of the sidewalk dining area shall be limited to the number of seats approved in the sidewalk dining permit. f. Provisior.-s for the storage and/or preparation of alcoholic beverages .shall not be permitted in the sidewalk dining area.. g. Empty beverage containers shall be removed from the sidewalk dining area as soon as possible. h. A license shall be obtained from the Department of Alcoholic Beverage; Control (ABC) prior to the operation of a sidewalk dining area serving alcoholic beverages and shall be maintained continuously as long as alcoholic beverages are served in the 'sidewalk dining area. Loss of such license shall automatically. constitute termination of the City permit to serve alcoholic beverages in the sidewalk dining area. E. Indemnification/Insur;ance. The permittee shall .defend, indemnify anti hold harmless the City and. its officers and employees from and against all claims, losses, damage, injury and liability for damages arising from the permittee's use of the public rigl7~t-of--way. The permittee shall provide to the City, in a form and in amounts acceptable to the City Attorney, certificates of insurance substantiating the existence of a general liability policy covering the area subject to the permit. F. Temporary Suspension of Permit. The Director of Public Works shall have the right to suspend or prohibit the operation of a sidewalk dining area at any time because of anticipatE;d or actual problems or conflicts in the use of the sidewalk area. Such problems or conflicts may arise from, but are not limited to, scheduled festivals, parades, marches and similar special events; repairs to the street, sidewalk or other public facility; or from demonstrations or emergencies occurring in the area. To the extent possible, the City will give prior written notice of any time period during which the operation of the sidewalk dining area must be suspended. sJ. Violation of Conditions. 1. Any sidewalk dinung that is initiated, operated, or maintained contrary to the provisions o:E this chapter, including but not .limited to operating without required permits, unlawfully obstructing the public right-of--way, or failure to adequately maintain and clean the sidewalk dining area, shall -9- be deemed a public nuisance and subject to Enforcement, Penalties, and Legal Procedure, pursuant to Section 20.98 of the City's Zoning Ordinance. H. Revocation and Modification of Permits. If at any time a sidewalk dining; area interferes with the public use of the sidewalk, the Zoning Administrator may review, modify or revoke the sidewalk dining permit. A sidewalk dining permit issued pursuant: to this section is subject to Section 20.91, Revocation and Modification of Permits. Any modification, suspension or revocation is subject to the appeal procedures outlined in Section-20.90. -10- H 0 \ 1 ~~ ~I I ~~ r ~~ ~~ -11- RESOLUTION NO. 2675-2008 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION RECOMMENDING AN AMENDMENT TO THE CITY OF SOUTH SAN FRANCISCO MUNICIPAL CODE TO AMEND CHAPTER 20, SECTIONS 20.06.230, 20.26.060 AND 20.74.060 TO PRC)VIDE PROVISIONS FOR SIDEWALK DINING IN THE DOWNTOWN COMMERCIAL (D-C) ZONING DISTRICT IN CONJUNCTION WITH RESTAURANTS OR OTHER BUSINESSES SELLING FOOD AND/OR. BEVERAGES, AND RELATED STANDARDS FOR SIDEWAL{ SEATING. WHEREAS, at a September 7, 2007 study session, the City Council for the City of South San Francisco encouragE;d staff to explore opportunities for outdoor seating; and dining in the Downtown Commercial zoning district; and, WHEREAS, the proposed zoning amendments and accompanying comprehensive design standards will allow restaurants and other businesses selling food and/or beverages in the Downtown Commercial zoning district, to apply for and obtain from the Zoning Administrator a sidewalk Dining Permit to allow for seating and dining within the public right-of--way, with certain restrictions intended to protect the public health, safety, and welfare and maintain compliance with the Americans with Disabilities Act; and., WHEREAS, the proposed. zoning amendments and accompanying comprehensive design standards for sidewalk dining are consistent with the policies and objectives articulated in the City of South San Francisco General Plan, including but not limited to the following: 3.1-G-1: Promote Downtown's vitality and economic well-being, and its pre:>ence as the city's center. 3.1-G-2: Encourage development of Downtown as apedestrian-friendly mixed- use activity center with retail and visitor-oriented uses, business and personal services, government and professional offices, civic uses, and a variety of residential types and densities. 3.1-I-7: Undertake a Downtown streetscape improvement program. 9-G-2: Continue efforts to incorporate noise considerations into land use pla:ruling decisions. 9-I-7: Require the control of noise at source through site design, building design, landscaping, hours of operation, and other techniques, for new developments deemed to be noise generators. -12- WHEREAS, staff has determined that approval of the proposed zoning amendments is categorically exerript from CEQA review under Class 11, Accessory Structures (CEQA Guidelines, § 15311(c)), Class 1, Existing Facilities (CEQA Guidelines, § 15301), Class 4, Minor Alterations to Land (CEQA Guidelines, § 15304(e)), and Class 5, Minor Alterations in Land Use Limitations (CEQA Guidelines, § 15305(b)); and, WHEREAS, on September 4, 2008, the Planning Commission held a properly noticed public hearing to consider the proposed zoning amendments and comprehensive design standards for sidewalk dining in the Downtown Commercial zoning district. NOW THEREFORE, basE;d on the entirety of the record before it, which includes without limitation, the South San Francisco General Plan, the South San Francisco Municipal Code, all reports, minutes and transcripts from the September 4, 2008 Planning Commission meeting, th.e Planning Commission of the City of South San Francisco, does hereby RESOLVE as follows: The foregoing recitals are true and correct and made a part of this resolution. Subject to conditions of approval, the Planning Commission recommends adoption of the proposed zoning amendments to sections 20.06.230, 20.26.06() and 20.74.060 to allow issuance of Sidewalk Dining Permits in the Downtown Commercial zoning district. * :~ ~ ~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Planning Commission of the City of South San Francisco at a regular meeting held on the 4th day of September , 2008 by the following vote: AYES: Commissioner Oborne Commissioner Prouty, Commissioner Zemke, Vice Chairperson Te lg is `end Chairperson Giusti NOES: ABSTAIN: ABSENT: Commissioner Sim, Commissioner Moore ATTEST: /s/ Susy Kalkin Susy Kalkin, Commission Secretary -13- o~~x„5~~ Plannin Commission g o - ~. o Sta 1-~~ o r~ c 1A 'QLIFOg1y DATE: September 4, 2008 TO: Planning Commission SUBJECT: AN AMENDMENT T'0 THE CITY OF SOUTH SAN FRANCISCO MUNCIPAL CODE TO AMEND CHAPTER 20, SECTIONS 20.06.230, 20.26.060 AIV~D 20.74.060 TO PROVIDE PROVISIONS FOR SIDEWALK DINING IN THE DOWNTOWN COMMERCIAL (D-C) ZONING DISTRICT IN CONJUNCTION WITH RESTAURANTS OP. OTHER BUSINESSES SELLING FOOD AND/OR BEVERAGES, AND P.ELATED STANDARDS FOR SIDEWALK SEA'T1NG. Owner: City of South San Francisco Applicant: City of South San Francisco Case Nos.: P08-0055 & ZA08-0005 RECOMMENDATION: It is recommended that the Planning Commission adopt the attached resolution recommending that the City Council adopt the, attached ordinance and related criteria and standards allowing sidewalk seating in the Downtown Commercial (D-C) Zoning District, subject to the approval of a Sidewalk Dining Permit and adherence to the City's Sidewalk L>ining Standards. . BACKGROUND/DISCUSSION: On September 7, 2007, the City Council conducted a study session to discuss long-term development opportunities and strategies as well as urban design ideas for the Downtown area. One outcome of this study session was the highlighted need for visual upgrades to the public spaces in the Downtown to complement the civic initiatives celebrating the City's Centennial Year, and outdoor dining opportunities were specifically mentioned as a feature that should be encouraged. Staff retained the services of an urban design firm to apply a creative approach to upgrading the Grand Avenue streetscape and other public areas. From field visits and review of historic photographs, the attached Downtown Improvement Pro€;ram was developed. The program provides a framework within which to consider individual upgrade projects by placing elements in short, medium, or long-term categories. Short-term improvements include the acquisition of new sidewalk planters, hanging baskets, banners, provisions for sidewalk seating and consolidated newspaper racks. Medium-term improvements include new trees, historic markers, new benches, and updated trash receptacles. Long-term elements include improvements to the breezeways anti alleys, new gates on existing surface parking lots, storm water runnels, new bus shelters and a potential new park. -14- Staff Report To: Planning Commission Re: P08-055 -Downtown Sidewalk Seating Ordinance September 4, 2008 Page 2 of 4 On March 3, 2008 the program was presented to the merchants at a Downtown Subcommittee meeting, where the general reaction of the merchants was overwhelmingly positive, and it was formally endorsed by the Redevelopment Agency in May 2,008. Based on direction received, the subject Zoning Ordinance Amendment has been drafted with the goal of facilitating the sidewalk dining component of the program by providing a streamlined permitting process based on clear performance standazds. DISCUSSION: Consistent with policies in the General flan and the goals and objectives of the Redevelopment Plan for the Downtown/Central Redevelopment Project, and direction from the City Council, staff'has drafted provisions to allow the operation of sidewalk dining in .conjunction with food and beverage establishments in the Downtown Commercial (D-C) Zoning District. The intent of the provisions are to provide for increased activity, revitalization, and business opportunities in the downtown area and create a pedestrian environment to encourage multiple stops by visitors and more frequent visits Downtown. Since sidewalk dining would be conduc;ted on sidewalks located within the City right-of-vr~ay, specific criteria and standards have been developed to ensure that the health, safety and welfare of the public is protected, with the least imposition on pedestrians, vehicular movement, and downtown business patrons and proprietors. As proposed, establishments wishing tc- create a sidewalk dining area would be required to apply for a Sidewalk Dining Permit, which would be subject to approval by the Zoning Administrator. The Sidewalk Dining Permit would be a revocable encroachment permit, which would allow the applicant'to utilize the City right-of--way for the purposes of establishing an outdoor seating area for its patrons. For establishments that provide alcoholic beverage service, approval of a use permit would also be required. It is also proposed that outdoor dining areas be exempt from additional parking requirements. The Criteria and Standards, attached, that have been developed by staff are intended to en:>ure that the permittee and property owner maintain the Sidewalk Dining Area in a safe, orderly, and clean condition to protect the health, safety and welfare of the public who use the right-of--way for pedestrian travel. The Criteria and Standards include the design, maintenance and general standards for Sidewalk :Dining. The criteria and standards include: maintaining an unobstructed four-foot path of travel between the defined sidewalk dining area and pedestrian right-of--way; compliance with Americans with Disability Act (ADA) Standards; not obstructing any points of building ingressand/or egress; restricting the location of the sidewalk dining area when located on a corner lot; maintenance and appearance of all outdoor furniture, umbrellas and other associated items; and prohibiting any storage of materials in thie City right- of-way, thus requiring that all furniture and appurtences be removed from the public right-e~f--way at the close of each business day. For establishments serving alcoholic beverages, the permittee will be required to establish a barrier in order to sepazate the Sidewalk Dining .Area from the pedestrian path of travel. Said barri:.ers must be -15- Staff Report To: Planning Commission Re: P08-OSS -Downtown Sidewalk Seating Ordinance September 4, 2008 Page 3 of 4 temporary in nature and cannot be permanently affixed to the ground or building structure. Portable planters with live plants, removable bollards and other similar features may be used to :provide the enclosure. The height of the enclosure will be restricted to a minimum of one-foot and maximum of three-feet. The permitted hours of operation for sidewalk dining are predicated upon the City's noise level standard for the D-C Zoning District, SSFMC Chapter 8.32.030, which permits a maximum of 60 dB 'between the hours of 7:00 a.m. and 10:00 p.m. The permitted hours of operation for any Sidewalk Dinin;~ Area shall correspond with those as dictated by thf: City's Noise Regulations. The Zoning Administrator and Code Enforcement Officer will be responsible for the enforcf;ment of the Sidewalk Dining- Standards and Criteria. The Zoning Administrator will have the authority to revoke or modify any Sidewalk Dining Permit that interferes with the public use of the right-of way and any violation of the conditions of the permit will be subject to revocation of the permit and/or Enforcement, Penalties and Legal Procedures, pursuant to SSFMC 20.98. Similar ordinances exist throughout the state, as well as in other Bay Area communities, including the Cities of Pleasanton and Mountain View. Staff researched and reviewed similar ordinances and worked with all applicable City departments and agencies in order to develop the draft Sidewalk Dining Criteria and Standards for South San Francisco. Implementation of the Sidewalk Dining Permit will require several Code Amendments, as shown in Exhibit A of the Resolution, as well as adoption of Criteria and Standards, also attached. ENVIRONMENTAL REVIEW: Staff has determined that the proposed project is categorically exempt pursuant to the provisions of Class 1 1, Accessory Structures, Section 15311(c) Placement of seasonal or temporary use items such as lifeguard towers, mobile food units, portable restrooms, or similar items in generally the same locations from time to time in publicly owned parks, stadiums, or other facilities designed for public use; Class 1, Existing Facilities, Section 15301, Minor alteration of existing facilities, involving negligible or no expansion of an existing use; Class 4, Minor Alterations to Land Section 15304 (e) Minor temporary use of land having negligible or no permanent effects on the environment, including carnivals, sales of Christmas trees., etc.; and Class S, Minor Alterations in Land Use Limitations, Section 18308 (b) Issuance of minor encroachment permits. (CE(~A Guidelines). RECOMMENDATION: The proposed ordinance amendment is consistent with the South San Francisco General Plam Land Use and Economic Development objectives and guiding policies to promote Downtown revitaliization. The -16- Staff Report To: Planning Commission Re: P08-055 -Downtown Sidewalk Seating Ordinance . September 4, 2008 Page 4 of 4 Sidewalk Dining Criteria and Standards will establish comprehensive design standards and guidelines for sidewalk dining in the Downtown; promote business attraction, retention and expansion; promote downtown's vitality and economic well-being; and encourage development of Downtown as a pedestrian friendly mixed-use activity center. Therefore, City staff recommends that the Planning Commission adopt the attached resolution recommending, that the City Council adopt the ordinance and related criteria and standards allowing sidewalk seating in the Downtown Commercial (D-C) Zoning District, subject to the approval of a Sidewalk L>ining Permit. ~. Linda Ajello, AICP, Associate Pl er ATTACHMENTS: Draft Resolution and Findings Draft Sidewalk Criteria and Standards Exhibit #A -Draft Ordinance Amendments South San Francisco Downtown Improvements and the Centennial Celebration -17- Planning Commission Meeting of September 4, 2008 PUBLIC HEARING 2. Downtown Sidewalk Seating Ordinance & Guidelines The City of SSF/Applicant Downtown Zone District P08-0055: ZA08-0005 Amendment to SSFMC Chapters 20.06, 20.26 and 20.74 to provide for sidewalk seating in the Downtown Commercial Zone District in conjunction with restaurants or other businesses selling food and/or beverages, and related guidelines for sidewalk seating. Public Hearing opened. Associate Planner Ajello presented the staff report. Commissioner Oborne questioned if the City would be held liable for personal injury cases on the encroachment granted by the City. Assistant City Attorney WoodrufF clarified that if the injury is caused by the restaurant's encroachment on the right-of-way the liability would be incurred by the restaurant. He added that if there was negligence on behalf of the City to maintain the sidewalk the City would then be liable. He informed the Commission that the business seeking outdoor seating would have to indemnify the City and provide insurance to cover the liability. Public Hearing closed. Vice Chairperson Teglia was pleased with the proposed change and noted his concern with enforcement and liability. He was especially concerned with dining being allowed on the curb and suggested that all dining be directly adjacent to the building allowing the right of way to remain clear. He pointed out that enforcement is an issue on Grand Avenue and cited the Outdoor Produce Display guidelines as an example of the last zoning change in the downtown area. He pointed out that there is only one outdoor produce Use Permit on Grand Avenue, which is in violation and there is one use that has outdoor display without a Use Permit. He questioned if thE~re were resources available to enforce outdoor dining, outdoor display, sign issues and other downtown issues, He requested a review of the resources to accompany the Commission's recommendation. Commissioner Prouty noted that some of the areas in San Francisco where dining is allowed at the curb have a 2 foot setback and the sidewalk is about 15-20 feet wide. Commissioner Oborne added that parallel parking is not allowed in the San Francisco locations. Commissioner Prouty noted that some South San Francisco businesses have recessed store fronts and can accommodate outdoor dining but will have to be looked at on a case-by-case basis. He felt that relying on code enforcement may not work because of the limited staff. He noted his excitement for the proposed zoning text amendment. He stated that having a one year permit is ideal and if there are violations the. permit can also be revoked. Vice Chairperson Teglia asked that Commissioner Prouty clarify if he is favor of dining on the curb or having it be against the building. Commissioner Prouty replied that the permits should be looked at on a case-by-c;ase basis and if the sidewalk is wide enough for dining at the curb, it could be allowed, but if it seems that it may not work it should not be allowed. He added that it makes more sense to have dining against the building but there are some pockets along the Grand Avenue sidewalk that could allow for curb side eating. Commissioner Oborne suggested that the Commission could require a minimum setback to control where on the sidewalk the outdoor dining can be located. Vice Chairperson Teglia also suggested allowing the Zoning Administrator to approve these types of u:>es as tong as they are located adjacent to the building but if the business wants to provide dining on the sidewalk near the curb, a use permit would be triggered. Commissioner Prouty noted he was in favor of Vice Chairperson Teglia's recommendation. s:~r^~wutes~.o9-o-~-oe Ric MCwutes.doc _ 1 8 _ Pace 2 of s Planning Commission Meeting of September 4, 2008 Commissioner Zemke agreed with the Comnnission's comments. He questioned if trash receptacles re~auirement would apply to both table and self service eating establishments. He was concerned that a self servia~ establishment that would be using disposabge serving materials would generate trash along Grand AvE~nue. He suggested that the owner should be required to clean their tables and not rely on the customers to clean them. Commissioner Oborne recalled seeing a requirement to have these items removed as soon as possible.. Commissioner Prouty, Commissioner Oborne and Commissioner Zemke discussed if the trash receptacles were being provided by the City or if the business owner will have to provide them to which Chief Planner K;alkin replied that this is an individual receptacle for the establishments and the eating establishment is responsible for maintaining a clean site. Commissioner Zemke noted that there is a lot of lunch trafFc in the downtown area and the extra seatting will be useful. Vice Chairperson Teglia suggested that those businesses with outdoor seating have reasonable recyclable plastics or use the same serving materials used inside the establishment outside to minimize the trash generated. Commissioner Prouty suggested creating a fee, specifically targeting the businesses that generate trash, to have funds to clean the streets. Motion Teglia /Second Oborne to approve resolution 2675-2008 recommending that the City Council ,approve P08- 0055: ZA08-0005 with the following recommendations: • That eating utensils and plates be the same for both the inside and outside dining • That outdoor dining proposed to be located adjacent to the curb be subject to Planning Commission review. On the question Commissioner Prouty asked Vice Chairperson Teglia to clarify that the utensils and plates do not include fly away trash. Vice Chairperson Teglia noted that the utensils could be regular plates or some sort of basket or reusable material the establishment uses. Chief Planner Kalkin noted that her understanding is that the Commission's desire is to use the same serving items inside and outside Chairperson Giusti stated that the responsibility falls on the business owner to clean up the property. Commissioner Oborne questioned if it was also the business owners responsibility to maintain the curb and the area adjacent to the curb. Chief Planner Kalkin noted that there is an. entire section dedicated to maintenance on the ordinance. She read a portion of the ordinance that requires the owner or permittee to remove any stains from the sidewalk to the satisfaction of the Public Works Director. Ayes: Commissioner Oborne, Commissioner Zemke, Commissioner Prouty, Vice Chairperson Teglia and Chairperson Giusti Noes: None Abstain: None Absent: Commissioner Sim, Commissioner Moore Approved by roll call vote. 3. Update on 160 Produce Avenue P06-0088:. PUD07-0003, UP06-0020 & DR06-0072 Chief Planner Kalkin gave a brief overview of the status on 160 Produce Avenue and noted that the applicant appears to be moving forward, but if not staff will bring the item before the Commission in late October. 4. Update on 648 Commercial Avenue Rita Fontana, representing the owners of 652 Commercial, noted that the issue of discrepancies between Mr. Dominguez' and Mr. Arata's site survey carne up at the previous meeting to which staff said that the City Engineer would have to reconcile the discrepancies on the map and due to the lack of monuments in this area this may s:~.r~~wutes~oy-o~-oS R.PC Mtwutes.cioc _ 19 _ page s of s S Ii ~ ~O~S.~~~~AN o~ n S~ ~ J O c'~LIFOR~1~ CITY OF SOUTH SAN FRANCISO NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that the City Council of the City of South San Francisco will hold a Public Hearing at a. Regular Meeting on Wednesday, September 24, 2008, commencing at 7:00 p.m., or as soon thereafter as the matter may be heard, in the City Council Chambers at the Municipal Services Building, 33 Arroyo Drive, South San Francisco, California, on items including the following application, at which time and place any and all persons interested may appear and be heard thereon. If you challenge in court the action taken by the City Council regarding the items described below, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the City Council at, or prior to, the public hearing: The City ofSSF/applicant The City of SSF/owner Downtown Zone District P08-0055: ZA08-0005 Amendment to SSFMC Chapters 20.06, 20:26 and 20.74 to provide For sidewalk seating in the Downtown Commercial Zone District in conjunction with restaurants or other businesses selling food and/or beverages, and related guidelines for sidewalk seating. Interested persons may appear and be heard at, or may submit written comments to the City Council prior to the hour set for the hearing. Comments may be mailed to City Clerk, City of South San Francisco, P.O. Box 711, South San Francisco, CA 94083, or delivered to the City Clerk's Office, City Hall, 400 Grand Avenue, South San Francisco 94080. 'c-~.~----" s artin Larson City Clerk Dated: September 12, 2008 City Clerk's Office, 400 Grand Avenue, South San Francisco, CA 94080, (650) 877-8518 ~co ~ ~ ~3zo ~.. 9 FURNITURE SHOWROOMS ESTABLISHED 1933 MONDAY -SATURDAY 9 TO 6 FRIDAY TILL 9 CLOSED SUNDAYS E. 5'SF r?0. k3ox '~/I SSF~ c~ . 9yos 3 211 BADEN AVENUE SO. SAN FRANCISCO, CA 94080 (650) _588-4621 -FAX (650) 588-613?p , ~-13-d8 ~F,~;~