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HomeMy WebLinkAbout2011-03-23 e-packetSPECIAL MEETING 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, MARCH 23, 2011 6:30 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Redevelopment Agency of the City of South San Francisco will hold a Special Meeting on Wednesday, the 23 day of March, 2011, 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. Agenda Review. 4. Public Comments — comments are limited to items on the Special Meeting Agenda. PUBLIC HEARING. 5. S /SKS Investments /applicant Oyster Pt Ventures, LLC /owner 379 OYSTER POINT BLVD P09-0085: GPA 11 -0001, SP 11 -0001, DR09- 0049, ZA 11 -0001, RZ 11 -0001, PP 11 -0001, DA 11 -0001, DDA 11 -0001 & EIR09 -0001. Adoption of Ordnances re: Oyster Point Redevelopment Project, including a General Plan Amendment, Redevelopment Plan Amendment, Zoning Text Amendment (Specific Plan), Rezone (Zoning Map Amendment), Specific Plan Appendix, Precise Plan, Transportation Demand Management Plan, Design Review, Development Agreement, Disposition and Development Agreement, and Environmental Impact Report to allow the demolition of various existing improvements and the construction of a new office and research and development campus at a 1.25 FAR, road alignment, utilities, park, open space, marina improvements (i.e. parking areas), Bay Trail improvements and public restrooms on approximately 82 acres of property located at the eastern end of Oyster Point Boulevard and adjacent to the Oyster Point Marina, in accordance with SSFMC Title 19, and Chapters 20.040, 20.110, 20.230, 20.300, 20.310, 20.360, 20.400, 20.450, 20.460, 20.480, 20.530, 20.540, and 20.550. Resolution making findings and certifying that the Redevelopment Agency has reviewed and considered the environmental impact report including a statement of overriding considerations and mitigation monitoring and reporting program for the Oyster Point Specific Plan and Phase I Project and related approvals. 9. Adjournment. Resolution approving the acquisition of certain real property located at Oyster Point Marina area; approving the disposition of such property pursuant to a Disposition and Development Agreement to Oyster Point Ventures, LLC; approving the Health and Safety Code Section 33433 report in connection with such disposition; adopting findings in connection with the foregoing transaction. ADMINISTRATIVE BUSINESS 6. Resolution approving an agreement amongst the City of South San Francisco, the South San Francisco Redevelopment Agency, the South San Francisco Redevelopment Agency and the San Mateo County Harbor District related to Oyster Point Specific Plan and an amendment to the Joint Powers Agreement. CLOSED SESSION 7. Conference with Real Property Negotiator (Pursuant to Government Code Section 54956.8) Properties: APN 015- 010 -600, 015- 190 -190, 015- 010 -260, 015- 010 -060 (Commonly known as the King Leases at Oyster Point Marina) Agency Negotiator: Marty Van Duyn Parties: South San Francisco, S /SKS, San Mateo County Harbor District Under Negotiation: Terms for acquisition of property and leases. 8. Conference Real Property Negotiator (Pursuant to Government Code Section 54956.8) Properties: 17.9 acres near the intersection of Oyster Point Boulevard, Marina Drive and Gull Road Agency Negotiator: Marty Van Duyn Parties Oyster Point Ventures, LLC, City of South San Francisco and South San Francisco Redevelopment Agency. Cif k C o SPECIAL REDEVELOPMENT AGENCY MEETING AGENDA an Francisco MARCH 23, 2011 PAGE 2 DATE: TO: FROM: SUBJECT: March 23, 2011 CASE NO. P09 -0085; DDA11 -0001 RECOMMENDATION It is recommended that: BACKGROUND Staff Report Honorable Mayor and City Council Honorable Chair and Members of the Redevelopment Agency Board Marty Van Duyn, Assistant City Manager RESOLUTIONS APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND OYSTER POINT VENTURES, LLC (1) The City Council adopt a Resolution approving the disposition of certain real property located at the Oyster Point Marina Area; approving the disposition of such property pursuant to a Disposition and Development Agreement to Oyster Point Ventures LLC; approving the report required in connection with such disposition by Health and Safety Code Section 33433; adopting findings in connection with the foregoing transactions; consenting to the Redevelopment Agency executing a Disposition and Development Agreement; approving and authorizing the execution of a Disposition and Development Agreement for development of the property :; authorizing the City Manager to execute such Agreement and /or other documents related to the Project; and (2) The Redevelopment Agency adopt a Resolution making findings and certifying that the Redevelopment Agency has reviewed and considered the Environmental Impact Report including a statement of overriding considerations and mitigation monitoring and reporting program for the Oyster Point Specific Plan and Phase I Project and related approvals; and (3) The Redevelopment Agency adopt a Resolution approving the acquisition of certain real property located at the Oyster Point Marina Area; approving the disposition of such property pursuant to a Disposition and Development Agreement to Oyster Point Ventures, LLC; approving the report required in connection with such disposition by Health and Safety Code Section 33433; adopting findings in connection with the foregoing transactions. As has been discussed in related staff reports, the Oyster Point Specific Plan and Phase I Project proposes a public - private partnership with the goal of redeveloping an approximately 82 -acre Project Site consisting of the Oyster Point Business Park and Oyster Point Marina Property to support new Staff Report Subject: Oyster Point DDA Resolutions Date: March 23, 2011 Page 2 of 5 office /research and development (office/R &D) facilities, new local and regional serving parks and open space, future hotel uses, and a rejuvenated marina area. The Project Site currently consists of parcels owned by the City of South San Francisco and Oyster Point Ventures, LLC, a joint venture between Shorenstein and SKS Investments ( "Developer "). Among the entitlements sought by the Developer, is a Disposition and Development Agreement ( "DDA ") to address the land transfer and other funding arrangements associated with the South San Francisco Redevelopment Agency. This staff report discusses the terms, conditions, and obligations set forth in the DDA that has been negotiated between the Parties and is now proposed for approval. DISCUSSION The City currently owns property located within the Project Area, commonly known as the Oyster Point Marina Property (the "Marina Property "). Developer currently owns property commonly known as the Oyster Point Business Park, (the "Business Park Property "), and has a long -term leasehold interest in a portion of the Marina Property (the "King Lease Property "). The underlying fee interest in the King Lease Property is owned by the City. Developer and Agency seek development of the Business Park Property and the Marina Property consistent with the Redevelopment Plan, the Oyster Point Specific Plan, and the Oyster Point Phase I Precise Plan (the "Precise Plan "), whereby Developer will undertake the construction of certain public improvements, and the Agency and the Developer will each provide certain financing to assist in the development of such public improvements, as more particularly set forth in the DDA. To facilitate development of the Project, the Parties have proposed a property exchange, whereby, after execution of the DDA, the Agency would acquire from City certain, indentified portions of the Marina Property, consisting of approximately 17.90 acres, as described in Exhibit B to the DDA (the "Conveyed Property "). Upon satisfaction of certain conditions precedent, the Agency would then convey the Conveyed Property to Developer. As part of the consideration for Developer's acquisition of the Conveyed Property, Developer would terminate the King Leases that affect any portion of the Conveyed Property concurrent with Developer's acquisition of the Conveyed Property. All other King Leases shall be assigned by the Developer to the Agency, along with all development rights Developer possesses pursuant thereto. Developer would also make a cash payment to the Agency in the amount of $4.5 million, payable in two equal installments, as described in more detail below. The property exchange and development of the Project necessitate a number of terms, conditions, and agreements, all as set forth in the DDA proposed for approval. The major deal points, terms, and obligations are summarized below. Property Exchange At the time that the Parties are ready to initiate construction of the Phase I Improvements, and provided the other conditions of the DDA have been satisfied, the Developer will assign its interest in the King Leases to the City, and the City will convey to Developer fee title to certain Conveyed Property, that consists of the beach/park area, and the area on both sides of the re- aligned Oyster Point Boulevard, as described in Exhibits A -2 and B to the DDA. (See also DDA, § 4.1.) As consideration in addition to the King Leases, Developer will pay to the City the sum of $4,500,000, payable in two equal installments at the close of escrow and on the date Developer receives the first building permit for a building within Phase Staff Report Subject: Oyster Point DDA Resolutions Date: March 23, 2011 Page 3 of 5 IIID, respectively. (§ 4.3.) The DDA sets forth the procedures for conveyance, including escrow instructions, and allocates the costs of escrow and closing to Developer, except for any title insurance that the City elects to purchase. ( §§ 4.4 -4.6.) The Property Exchange is subject to certain conditions precedent, as articulated in the DDA, including among others, Developer's good standing, Developer's evidence of financing, approval of the contract documents for development of the public improvements, Developer having obtained all City discretionary permits and entitlements, Developer having paid all fees due, the condition of the Conveyed Property remaining substantially the same as it was on the day of closing, and agreement between the Parties on the form of temporary and permanent easement agreements to be recorded against the Conveyed Property. (§ 4.2.) With respect to the Conveyed Property, the Agency is entitled to all income produced from the operation of the Conveyed Property prior to Closing Date, and is responsible for all expenses allocable to that period, except that any portion of the Conveyed Property that is subject to the King Leases prior to Closing, shall be governed by the terms of those Leases. Development of Phase I Project The Project, as described in the DDA consists of the "Redevelopment Project," which includes both the pubic and private Phase I improvements, the "Developer Project," which includes the office /R &D buildings, and the "City /Agency Project," which could include a "Ferry Village" consisting of retail, commercial, restaurant and hotel uses, public open space and amenities related to the existing marina and future ferry terminal. Development of the Project will occur in phases. As articulated in the DDA, the first phase of improvements to be constructed on the City Property (the "Phase IC Improvements ") includes: streets and utilities (including without limitation, grading, subgrade, base, paving, curb, street lights, stormwater, sewer, and common trenching) at both the Oyster Point Boulevard /Marina Boulevard area ( "Hub ") and extending east across the Marina; repair of and /or upgrade to the clay cap landfill cover; reconfiguration of existing parking areas; grading and construction of open space recreation areas; demolition and grading at the future hotel site; landscaping of the beach /park area; landscaping an other improvements including portions of the Bay Trail, Palm Promenade, and public restrooms. The first phase of improvements to be constructed on the Developer's Property and property to be conveyed includes: repair of the landfill clay cap; environmental remediation of the area identified as Sump 1; installation of methane control and monitoring systems; relocation of refuse; and development of office/R &D buildings. Under the express terms of the DDA, Developer agrees to develop the Project in accordance with the terms and conditions of the DDA and other entitlements for the Project, including without limitation the General Plan Amendments, Specific Plan, Specific Plan Appendix and Design Guidelines, Phase 1 Precise Plan, Development Agreement, and Conditions of Approval, as well as the approved construction plans and contract documents. Upon completion of the landscaping of the beach/park area, the DDA obligates the Developer and City to enter into a separate agreement by which Developer will dedicate the beach/park area to the City. Improvement Costs and Cost Allocations The Parties have estimated the cost of the Phase IC Improvements and the Phase ID Improvements for the Redevelopment Project identified above, and allocated the costs, as described in the DDA. The Staff Report Subject: Oyster Point DDA Resolutions Date: March 23, 2011 Page 4 of 5 Developer is solely responsible for the costs of the Phase ID improvements. The Phase IC Improvements, which total approximately $35.6 million, are split between the Developer and the Agency, with the Agency's contribution totaling $18,399,460. The DDA also sets forth which Party is responsible for cost overruns and which Party is entitled to retain cost savings for each of the improvements. (See Exhibit 3.4.1), though with respect to improvements contemplated as part of the streets and utilities at the Hub, the Parties have agreed to apply any cost savings to construction of the Phase IIC Improvements, in the following order of priority: clay cap repair in Phase IIC, new sewer pump station, any other Phase IIC Improvements, at the Agency's discretion. (§ 3.4.3.) Upon execution of the DDA, the Agency is required to set aside its funding requirement into a separate account, and may not withdraw funds except in the amounts and at the times necessary to fulfill the Agency's obligation under the DDA. (§ 3.4.4.) Environmental Remediation The Parties anticipate that development of the Project will require environmental remediation and related geotechnical work, including cleanup of sumps on the Marina Property, a methane monitoring system, relocation of refuse, and repair and /or replacement of the clay cap covering the landfill. The Parties agree to allocate costs for these remediation activities. Right of First Refusal Property In recognition of the Parties' desire to develop the Project Site with compatible uses and designs, the DDA grants the Developer a "right of first refusal" applicable to the flexible use open space parcel and the future hotel site. ( §2.5.) Under the terms of the DDA, if prior to build -out of the Developer's Project or termination of the DDA, the City or Agency enter into a contract with a third party to sell either the flexible use open space parcel or the future hotel site or any portion of either site, the City or Agency shall provide Developer with a copy of the contract for sale, and Developer shall have 10 business days to elect to purchase the property at the same price and same terms and conditions agreed to by the third party. The Developer's right of first refusal also applies to any long -term ground lease (i.e., lease for at least 35 years) of the flexible use open space parcel or the future hotel site. ENVIRONMENTAL REVIEW In accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000, et seq., "CEQA ") and the CEQA Guidelines, the City's environmental consultant prepared and circulated for public review a Draft Environmental Impact Report (DEIR) that analyzed the environmental impacts of the Project, including the Oyster Point Specific Plan and Phase I Project, proposed mitigation measures, where feasible, for potentially significant impacts, and evaluated alternatives to the proposed Project. The DEIR evaluated the activities and improvements discussed in the DDA, and further indicated that the EIR was intended to be used for approval of a Disposition and Development Agreement. The DEIR was circulated on January 25, 2011 for a forty -five day review period; the comment period closed on March 10, 2011. Though comments were received on the DEIR, none of the comments raised a significant environmental issues with the DEIR's analysis. Written responses were prepared to comments received during the comment period, and both comments and responses, along with minor revisions to the DEIR and a Mitigation Monitoring and Reporting Program, were including in a Final EIR (FEIR). By separate Staff Report Subject: Oyster Point DDA Resolutions Date: March 23, 2011 Page 5 of 5 action, staff has recommended that the City Council make appropriate findings and certify the EIR for the Project. The Redevelopment Agency is considered a responsible agency, and staff has recommended that the Agency make appropriate CEQA findings by separate Resolution. CONCLUSION Staff recommends that: (1) The City Council adopt a Resolution approving the disposition of certain real property located at the Oyster Point Marina Area; approving the disposition of such property pursuant to a Disposition and Development Agreement to Oyster Point Ventures LLC; approving the report required in connection with such disposition by Health and Safety Code Section 33433; adopting findings in connection with the foregoing transactions; consenting to the Redevelopment Agency executing a Disposition and Development Agreement; approving and authorizing the execution of a Disposition and Development Agreement for development of the property; authorizing the City Manager to execute such Agreement and /or other documents related to the Project; and (2) The Redevelopment Agency adopt a Resolution making findings and certifying that the Redevelopment Agency has reviewed and considered the Environmental Impact Report including a statement of overriding considerations and mitigation monitoring and reporting program for the Oyster Point Specific Plan and Phase I Project and related approvals; and (3) The Redevelopment Agency adopt a Resolution approving the acquisition of certain real property located at the Oyster Point Marina Area; approving the disposition of such property pursuant to a Disposition and Development Agreement to Oyster Point Ventures, LLC; approving the report required in connection with such disposition by Health and Safety Code Section 33433; adopting findings in connection with the foregoing transactions. Bv: Marty Van Duyn Assistant City Manage Attachments: City Resolution Agency Resolution 1611860.1 B arry Nagel City Manager Executive Director WHEREAS, the Redevelopment Agency of pie "`ity of South San Fr cisco ( "Agency") is a redevelopment agency existing p uant to the Comm 'ty Redevelopment Law, Califo a id Safety Code Section 33000, et seq. (the "C____,"), and pursuant to the authority granted thereund -.-, has responsibility to implement the redevelopment plan for the Dow :A° Central Redevelopment Project Area (th{i "Prof Areal} estthlished by the Redevelopment Plal r for the Project Area pursuant to Ordin iice No. 1056 - 89, adopted on July 12, 1989 and -7 subrNuently ended (the " Redevelopment P' -," )• and EREAS, Oyster Point Ventures, LLC ("OPV"), a joint venture between Shor - t Prop - m es and SKS Investments LLC, o s property commonly kno as the Oyster Poirt .Business Park, and locate(, the terminus of Oyster Point Boulevard; and the City of South San Francisco ( "C •', , ") o s property commonly kno the Oyster Point M Ana Property, adjacent to tlie Oyster Point Business Park; and WHEREAS, 13V and the City (collectively, "the Parties ") desil a to redevelop the Oyster Point Business Park and the Oyster Point M 'nv Property (collectively, "Project Site") 'th an office /R &D life sciences c . fus, commercial, hotel, recreational, and public open space uses; and EREAS, to this end, OPV has submitted appli^ ig approval of a General Plan endment, Z ling Text Amendment (to adopt the Oyster Point Specific Plan) Axing Map endment (to rezone), a Phase 1 Pre ^ise Plan, Design Review, a Preliminary TransportRtion Demand Mang „ ent ("TE 4 ") Plan, a Development Agreement, and a Disposition and Development Agreement which would adopt the "Oyster Point Specific Plan" and collectively au the phases - o7l and replacement of c 'n existing buildings on the Project Site, and phased construction of an office/R &D developme Li at an FA :: of 125 i_p to a total of 2,254,230 square feet on the west portion of the Project Site, including a "Phase 1" development consisting of grading and refuse relocation for th. ...f initial 5('8,000 squar fc t off ce/R &D in three buildings of up to ten stories and a parking structw, , land rublic a - pities including creation of waterfront open space, a promenade along the reali tit ed Oyster Point and Marina Boulevards, construction of a flexible -use recreation area, grading and site preparation of REDEVELC Pr - 'ti rT AGENCY- CITY IF - DUT: J SAN F AT STAB ' 2 L: A RESOLUTION MA G FINDINGS Alsr CER 'r'"+' YING THAT h.. REDEVELOP NT AGENCY HAP "t v LEVVED NP C iSIDERED THE ENVIRONMENT IMPACT REPO] INCI,!JDING A STATEMFNT - �tRID CONS] ±,RAT] irS AND MI _ w... GATII it0 a F EPfo] TIr I'RC 3RAT 1' TH t 3] S PE CIr .0. rtAN AIN 113 11AL7:, I PROD _ { AND P ELKI ED APPROVALS RESOLUTION NO. �. i CO the future hotel parcel, as well as reali ent, reconfiguration, replac ent, and improvement to existing roadways and infrastructure to facilitate the development, subject to the t _ s of the Project entitl ents including the proposed Development Agre ent ( "Project "); and, EREAS, the Agency desires to enter into a Disposition and Development Agri, ; ent (the "Agreement "), with OPV pursuant to which the Agency will sell certain "Conveyed Property" to OPV for the purpose of developing and constructing the Project and OPV will provide consideration to the Agency as set forth in the Agr ent; and EREAS, in accordance with the California Enviro ental Quality Act (Pub Resources Code, § 21000 et seq. [ "CEQA "]) the City, as lead agency for the Project, dete ined that an Enviro ental Impact Report ( "EIR ") was req ' ed to evaluate the impacts of the proposed Project; and EREAS, in accordance with CEQA, including Public Resources Code, § 21069, the Agency is considered a "Responsible Agency"; and, WHEREAS, the City issued a Notice of Preparation on February 24, 2010; and WHEREAS, the City prepared a Draft EIR, which was circulated for 45 -day public /agency review period from January 25, 2011 through March 10, 2011; and EREAS, Notices of the Availability of the Draft EIR were published in the San Mateo Times, mailed to property owners within a 300 -foot radius of the site, noticed to local agencies and cities, and circulated through the State Clearinghouse; and WHEREAS, the City prepared "tten responses to co ents received on the Draft EIR and prepared a Final EIR for circulation, which consists of the Draft EIR (incorporated by reference), all co ents received on the Draft EIR, written responses to co ents received on the Draft EIR, and revisions to the Draft EIR; and EREAS, the Draft EIR reviewed and analyzed the potential enviro ental impacts of the Project, including enviro ental impacts in the areas of Aesthetics, including the visual character of the proposed Project, including light and glare; Air Quality, including construction ust; Bio ogic Resources; Cu tur Resources; Geo ogy of s, inc u ing gro s 'ng, soi stability, landslides, lateral spreading, liquefaction and expansive soils; Gre Ouse Gas Emissions and cl' ate change related impacts; Hazards/Hazardous Mat als; Hydrology and Water Quality; Land Use and Pl Ong; Noise; Population, Public S ices, and Re eation; Transportation and Circulation; Utilities; and cumulative impacts of the Project, growth- inducing impacts of the Project, as well as potential Project Alt atives; EREAS, where feasible, mitigation measures have been incorporated into the Project to reduce identified impacts to a level of less than significant; and WHEREAS, no feasible mitigation exists fo c 'n significant an avoidable air quality greenhouse gas, noise, and transportation iriiL ;, '.ts that would reduce the impacts to a less- th7ui- significant level; 77A WHEREAS, Agency has revi ed innd carefully considered, the info ation in the Draft 1 EIR and the Final EIR (collectively, "E .' at a duly noticed rest: ii c hearing held on March 23, 2011. 7 ow, THEREFORE, BE 1T RESOLVED thf t based on the entirety of the record before it, which includes without 1' 'tatiun, CEQA and the CEQA Guidelines, 1 California Code of Regulations § 15000, et seq.; the ►3outh San Francisco Gcaeral Plan and General Plan EIR; the South San Francisco General P1a`; Update and General Plan Update EIR; the Redevelopment Plan for the Do town/Central Redevela, ment Project Area and the related EIS.; the South San Francisco M icipal Coda; _die Project aii_ l: ations; the Oyster Point Specific Plan and Phase I Precise Plan, as prepared t 4 r Perkins + Will, dated February 23, 2011; the, ' yster Point Specific Plan Appendix & Design Guidelines, °=. °W -pared by Perkins + Will, dated February 23, 2011; the Preliminary Transportation D - and Manag ent Plan, e - prepared by HDR, dated February 21 _ 2011; the Oyster Point Specific Plan and Phase I Project EIR, including the li aft and Final EIR and all appendices thereto; all site plans, and all i _ports, • utes, and public testimony submitted as part of the Ptanni ig Co 'ssitn's duly noticed meetinjs on Febr,_i, y 3, 2011, Feloruary 1 �, 2011, March 3, 2011, and ;h 14, 2011; all site plan , i1 inutes, reports, and public tes • ony mbmitted as part of the City Co cil and Redevelopment Age cy's duly noticed, joint meeting of Mr 7ch 16, 2011; all site plans, • ut 3, reports, and ublic tes` ;mony; submitted as part of the Redevelopment Agency's duly noticed meeting of March ?3, 2011; and any other evidence (within the meting of Public Resource„: Code §21080(e) and §21082.2) ("Record"), the City of South San Francisco City Col_ .Lcil hereby finds as follows: 1. :c foregoing Recitals are true i correct and made a part of this Resolution. 2. The exhibits and attachments, including the Enviro ental Impact Report including the Draft EIR and Final EIR (attached as Exhibit A), the CIEQA Findings Statement of Ov 'ding Considerations (attached as Exhibit B), and the Mitigation Monitoring and Reporting Progr , ,, (attached as E) i hi C , are each incorporated by reference . d made a part of this Resolution, as if set forth full; 3. '1 hu ents and osier material constituting the record for these proceedings are located at the P1 °.jug Di ±rision FIT thr City of South San Fraacisco, 315 Maple Avenue, South S nn CA 94080, and in the custody of 'hief P1 er, Susy Malkin. 4. In accordance with CEQA GuicIlLes, § 15096, the Agency has reviewed �d con�iriered the EIR for the Project ofl reached its own conclusions on the adec racy of the enviro ental review, and whi and how to approve the Project involved. S �ifically thy; t °'' j makes the findings regarding the Project's significant and P. , - .voidable ' pacts, potentially significant impacts, and less than sigthficant impacts; makes the findings regarding the proposed mitigation - measures, and the Project alternatives; d adopts tilt Statement of Ov , ` ding Considerations, finding that the benefits of the Project outweigh the f oject'" significant and unavoidable enviro ental impacts, for the reasons, and as further set forth in Exhibit B attached hereto and incorporated by reference. AYES: NOES: BE IT FURTHER RESOLVED that the Redevelopment Agency of the City of South San Francisco hereby makes the CEQA findings attached as Exhibit B and c fees that it has reviewed and considered EIRO9 -0001 attached as Exhibit A, and adopts the Mitigation Monitoring and Reporting Progr , attached as Exhibit C, as it applies to the Disposition and Development Agre ent and to the parts of the Project that the Redevelopment Agency intends to carry out, finance, or approve. A TIONS: ABSENT: 1613369.1 Attest: * * * BE IT FURTHER RESOLVED that the Resolution shall become effective i ediately upon its passage and adoption. Agency S etary I hereby certify that the foregoing resolution was adopted by the City Council of the City of South San Francisco at a meeting of the Redevelopment Agency held on the day of 2011 by the following vote: En o onment Exhibit A cv 1 iurTipIct Rep a rt 101!„10[,11;11111111F611,111,,,,,,1111,:i'101110,,,,,„, CEQA Fin gs Including Statement of Overriding Considerations Exhibit B 1. INTRODUCTION Pursuant to the Califo Enviro • ental Quality Act, Public Resources Code Section 21000 et seq. ("CEQA"), the Redevelopment Agency of the City of South San Francisco ("Agency") is considered a "Responsible Agency." CEQA states that if a project would result in s ficant en onmental pacts, it y be approved if feasible • •iigation measures or feasible alte fives are proposed which avoid or subst tially lessen the • pact or if there are specific econo • sc, social, or other considerations which justify approval no « Ithstanding • • a ted pacts. Therefore, when an en o is ental pact report ("EIR") has been completed which identifies one or more potentially s •ficant or significant en • o • ental • pacts, the appro • ag • cy must make one or more of the follo g findings for each identified significant • pact An agency need not • . e any findings for • • pacts that the EIR concludes are less •ficant. (See ibid.; see also Seqvah Hills Homeowners Assn. v. Cary of Oakkmd (1993) 23 CaLApp.4th 704, 716.) As "lead agency" tinder Califo 'a Code of Regulations, tide 14, Section 15367, the Agency hereby adopts the folio g CEQA findings relating to the Oyster Point Specific Plan and Phase I Project Draft Enviro • , kital Impact Report dated J uary, 2011 ("Draft EIR") and the F En • 0 ental Impact Report ("Final EIR") certified by the City on 2011, as it relates to the Disposition and Development Agreement ("DDA") approved by the Agency on , 2011. The Draft EIR and the Final EIR are collectively referred to her ' • as the "EIR." PAGE 1. Changes or alternatives which avoid or subs • tially lessen the signifi enviro • ental effects as identified in the EIR have been req ed or incorporated into the project; or 2. Such ch ages or alternatives are wi the responsibility and j sdicti• of another public agency d not the agency • king the finding. Such changes have been adopted by such other ag- • cy or c and should be adopted by such other agency; or 3. Specific econo c, social or other considerations make infeasible the •tion measures or project alternatives identified in the EIR. (Pub. Resources Code, S 21081). II. GENE * FINDINGS The EIR was prepared in accordance with CEQA, Public Resources Code sections 21000- 21178, and the CEQA Guidelines, Califo 'a Code of Regulations, title 14, sections 15000-15387, to address the environmental • pacts associated •th the project des ;bed above. As mg • ed by Section 15121 of the CEQA Guidelines, the EIR assesses the potential en • o ental • pacts resulting from approval, cons • ction, and operation of the Project, d identifies feasible me • • • • • • ing potential adverse en • o •• ental • pacts. The City is the lead agency for the en 0 1 ental review of the Project and the EIR was prepared • der the direction and supe sion of the City. The Agency is a Responsible Agency. Public Resources Code Section 21002 provides that "public agencies should not approve projects as proposed if there are feasible alt atives or feasible $ tion measures available which • t • OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A — CEQA FINDINGS would substantially lessen the significant en o • ental effects of such projects[.}" The same statute states that the procedures req • ed by CEQA "are intended to assist public agencies in systematically identifying both the significant effects of proposed projects and the feasible alte atives or feasible tigation measures which • avoid or substantially lessen such significant effects." Section 21002 goes on to state that "in the event [that} specific econo •c, social, or other conditions make infeasible such project alternatives or such ••■ tion measures, individual projects may be approved in spite of one or more significant effects thereof." The mandate and p • ciples o ced in Public Resources Code Section 21002 are plemented, in part, through the req • ement that agencies must adopt findings before appro •g projects for which an En • o • ental Impact Report is req • ed. (See Pub. Resources Code, § 21081, subd. (a); CEQA Guidelines, § 15091, subd. (a).) For each significant en • o ental effect identified in an EIR for a proposed project, the appro • g agency must issue a written finding reaching one or more of three pe 'ssible conclusions. The first such finding is that Icjhanges or alterations have been req • ed in, or incorporated into, the project which avoid or subst, tially lessen the significant en o a ental effect as identified in the final EIR." (CEQA Guidelines, § 15091, subd. (a)(1).) The second pe • Issible finding is that "[s]uch changes or alterations are wi the responsibility and j diction of another public agency and not the agency a king the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency." (CEQA Guidelines, S 15091, subd. (a)(2).) The • d potential conclusion is that "[s]pecific econo •c, legal, so '.1, technological, or other considerations, including provision of employment oppo nities for highly tr. • ed workers, make infeasible the tigation measures or project alternatives identified in the final EIR." (CEQA Guidelines, § 15091, subd. (a)(3).) Public Resources Code Section 21061.1 defines "feasible" to me, "capable of being accomplished in a successful manner a reasonable period of a e, taking into acco t econo c, en o • ental, social and technological factors." CEQA Guidelines Section 15364 adds another factor: "legal" considerations. (See also Citizens of Goleta Vag v. Board of Supervisors (1990) 52 Ca1.3d 553, 565 (Goleta I1).) The concept of "feasibility" also encompasses the question of whether a particular alternative or a "tigation measure promotes the underlying goals and objectives of a project. (Cio of Del Mar P. Cif of San Diego (1982) 133 Cal.App.3d 410, 417.) "Vieasibility der CEQA encompasses 'desirability' to the extent that desirability is based on a reasonable balan • ag of the relevant econo a C - • o ental, social, , d technological factors." (Ibid.; see also Sequoyab Hills Homeowners Assn. v. City of Oakland (1993) 23 Cal.App.4th 704, 715.) The CEQA Guidelines do not define the difference between "avoiding" a s fic t en onmental effect and merely "subs tially lesse g" such an effect. The agency must therefore glean the mea • g of these te s from the other contexts in which the te s are used. Public Reso ces Code Section 21081, on which CEQA Guidelines Section 15091 is based, uses the te te" rather than "substantially lessen." The CEQA Guidelines therefore equate " • a ting" 1• PAGE 2 -9- a with "substantially lesse • g." Such an derstanding of the statutory te is consistent with the policies • derlying CEQA, which include the policy that "public agencies should not approve projects as proposed if there are feasible alt tives or feasible 'figation measures available which would substantially lessen the s ficant en onmental effects of such Projects." (Pub. Resources Code, § 21002.) For purposes of these Findings, the te • "avoid" refers to the effectiveness of one or more •tigation measures to reduce othe 'se significant effect to a less-th -significant level. In contrast, the te "substantially lessen" refers to the effectiveness of such measure or measures to OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A CEQA FINDINGS substantially reduce the severity of a significant effect, but not to reduce that effect to a less-than- 'ficant level. These interpretations appear to be mandated by the holding in Laurel Hills Homeowners Association v. Ciy Council (1978) 83 Cal.App.3d 515, 519-521, in which the Court of Appeal held that an agency had satisfied its obligation to subs tially lessen or avoid s• • • cant effects by adopting n erous a • a tion measures, not all of which rendered the significant • a pacts in question less-than-signifi a t. Although CEQA Guidelines Section 15091 req es only that appro g agencies specify that a p c significant effect is "avoid[ed] or substantially lessen[ed]," these findings, for purposes of clarity, in each case « specify whether the effect in question has been reduced to a less-than-significant level, or has s • ply been substantially less ed but r s significant. Moreover, although Section 15091, read literally, does not req e findings to address en 0 a ental effects that an EIR identifies as merely "potentially significant," these findings nev eless fully acco t for all such effects identified in the Final EIR. CEQA req es that the lead agency adopt stigation measures or alte atives, where feasible, to substantially less or avoid significant en o ental • as pacts that would othe 'se occur. Project modification or alternatives are not req ed, how- er, where such changes are infeasible or where the responsibility for modifying the project lies with some other agency. (CEQA Guidelines, § 15091, subd. (a), (b).) With respect to a project for which significant pacts are not avoided or substantially lessened, a public agency, after adopting proper findings, may nevertheless approve the project if the ag cy first adopts a statement of overriding considerations se • forth the specific reasons why the agency fo d that the project's "benefits" rendered "acceptable" its "unavoidable adverse vironmental effects." (CEQA Guidelines, § 15093, 15043, subd. (b); see also Pub. Resources Code, § 21081, subd. (b).) The Califo • a Supreme Court has stated, "Nile wisdom of appro any development project, a delicate task which req es a b a a g of interests, is necessarily left to the so d discretion of the local officials and th constituents who are responsible for such de ions. The law as we interpret a d apply it s ply req • es that those decisions be info ed, and therefore balanced." (Goleta 11, supra, 52 Ca1.3d at p. 576.) These Findings constitute the Agency's best efforts to set forth the evidentiary and policy bases for its decision to approve the Project in a manner consistent •th the req • ements of CEQA. To the extent that these fin. • : conclude that various proposed al • • tion measures outlined in the Final EIR are feasible and have not been modified, superseded or withdrawn, the Agency hereby binds itself to plem t these mea es, to extent that the Agency is responsible for plia 1 entation of any such measures. These findings, in other words, are not merely info • tional, but rather constitute a binding set of obligations that • come into effect when the City Co cil adopts a resolution appro g the Project and the Agency approves the DDA. III. FI PAGE 3 A. SIGNIFI - • INGS FOR PROJECT IMPACTS UNAVOIDABLE IMPACTS -10- The folio g s •fic t • •• pacts would not be • tigated to a less-than--significant level, even with the • plementation of the identified a *tigation measures set forth herein. No • tion Il is feasible that would *tigate these • as pacts to a less-than-si: t level The Agency has dete ed that the pacts identified below are acceptable because of overriding econo c, social OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A - CEQA FINDINGS or other considerations, as described in the Statement of Overriding Considerations. As req ed by CEQA, a Statem t of Ove ;ding Considerations is presented below in addition to these findings. Impact Air-1: Conflict with Clean Air Plan Ass ptions. Development anticipated as a result of the OPSP would increase employment in an area designed for employment centers served by local d regional transit. However, city-wide, vehicle miles traveled (VMT) was projected to increase at a, faster rate than the city's population, which conflicts 'th CAP assumptions. This is a significant pact. Mitigation Measure Traf-1: Transportation Demand Management Program. The OPSP sponsors shall • a plement a Transpo tion De nd Management (TDM) progr a consistent 'th the City of South San Fr, • cisco Zo • g Ordinance Chapter 20.400 Transportation Demand Management, and acceptable to C/CAG. These programs, once plemented, must be ongoing for the occupied life of the development. The C/CAG guidelines specify the n ber of trips that may be credited for each 10M measure. Finding: Traf-1 would reduce a pact Air-1 by req a g plementation of a '1DM PL to reduce trips and 1 T. However, the TDM Plan would not likely reduce the n ber of trips and T to an amo t that would be ass ed under the existing General Plan designation for the site There are no other feasible tion measures that c. be plemented to reduce the pact to a 1 - el of less-than-significant. Thus, this pact would be considered significant and unavoidable. PAGE 4 Impact GHG-2: Operational Greenhouse Gas E ssions. New development in the OPSP area would be an additional source of GHG e ssions, p arily through cons ption of energy for transportation and energy usage, which could contribute to significant This pact is potentially s 'fica.nt. Mitigation Measure Traf Transportation Demand Management Program. The OPSP sponsors shall plement a Transportation De . nd Management (MM) program consistent 'th the City of South San Francisco Zo • g Ordinance Chapter 20.400 Transportation De . nd Ma ement, and acceptable to MAG. These progr s, once a plemented, must be ongoing for the occupied life of the development. The C/CAG guidelines specify the n a ber of trips that may be credited for each TDM measure. pacts on the en o ent. Finding: Traf-1, as well as energy efficiency measures included in the Project design, such as achievement of LEED Silver, would reduce the operational GHG e a 'ssions of the Project. However, since the q ntified e sions are above 2010 thresholds, this • pact is conservatively • dete ed to be S' fic, t a d Unavoidable. Impact Noise-5: Cons ction Noise. The OPSP area is bordered byincludes existing sensitive receptors consisting of live-aboard boats in the 11 as. In p ods of cons a ction, du g cons ction hours, noise generated by cons ction on the site would substantially increase noise levels at residential land uses in the vic 'ty of the site temporarily above levels existing without the project. 's is a signific t pact. Mitigation Measure Noise Cons ction Noise. To reduce noise levels generated by cons a ction, the folio g st. dard construction noise control measures shall be included in all cons a ction projects wt. • the OPSP area: OYSTER POINT SPECIFIC PLAN AND PHASE PROJECT EXHIBIT A — CEQA FINDINGS PAGE 5 Designate a "dis bance coordinator" who would be responsible for responding to any • local complaints about cons • ction noise. The dis bance coordinator dete as a e the cause of the noise comp , s • t (e.g., starting too early, bad muffler, etc.) and req e that reasonable measures w anted to correct the problem be plem ted. Conspicuously post a telephone n ber for the dis b • ce coordinator at the construction site d include it in the notice sent to t • hbors regarding the construction schedule. Equip all internal combustion engine driven equipment with intake and exhaust mufflers that are in good condition and appropriate for the equipment. • Unnecessary la g of int al combustion engines should be strictly prohibited. • Locate stationary noise generating equipment such as compressors or portable power generators as far as possible from sensitive receptors. Construct temporary noise b sets to screen stationary noise generating equipment when located near adjos • g sensitive receptors. Temporary noise barriers could reduce cons ction noise levels by 5 dBA. Utili7.e "quiet" exists. Route all construction traffic to and from the OPSP area via designated • ck routes where possible. Prohibit construction related heavy s ck traffic in residential areas where feasible. Control noise from cons a ction workers' radios to a point that they are not audible at existing residences bord- • • g the OPSP area. ol* The contractor shall prepare and sub st to the City for approval a detailed construction Ian identifying the schedule for major noise-genera; g construction activities. compressors and other stationary noise sources where technology U.S.101 Southbo d Flyover Off-Ramp to Oyster Point Boulevard • For pile driving activities, consider a) pre- g fo dation pile holes to n ber of • pacts req ed to seat the pile, b) using multiple pile driving rigs to expedite this phase of cons ction, and/or c) the use of "acoustical blankets" for receivers located %, s 100 feet of the site e the Finding: Cons ction noise would be episodic and temporary, and s • plementation Mitigation Measure Noise-5 will help reduce the • pact. Nevertheless, adjacent receptors s still be exposed to cons ction noise at v sous ; • es d ' g buildout of the Project. Accordingly, this pact has been conservatively considered to be S ficant and Unavoidable Impact Traf-13: Off-R, p Operation At M, • e Diverge. The follo off-ramp diverge location from the U.S.101 freeway m *0 e would receive a ss • *ficant s pact due to the addition of Phase I Project traffic to year 2015 Base Case vol • es (see Table 16.6). AM Peak Hour: The Phase I Project would increase vol • es by 8.2 percent at a location where Base Case diverge vol es would already be exceeding 1,500 vehicles per hour (from 1,618 up to 1,750 VPH). would be a significant pact. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A — CEQA FINDINGS Mitigation Measure Traf-13: Off-R p Operation At M. e Diverge. • U.S.101 Southbo d Flyover Off-Ramp to Oyster Point Boulevard Finding: A second off-ramp L e connection to southbound U.S. 101 could potentially reduce the pact; how er, the spa • a g of southbound off-ramp co ections to Airport Boulevard and to Oyster Point Boulevard precludes the possibility of providing this second lane. A second off-ramp e co ection to the freeway m • e would req e a long (1,000-foot or longer) deceleration lane *th only 300 feet of available space. There is not room to provide this lane. Accordingly, specific econo s I C, legal, social, technological, or other considerations, including considerations for the provision of employment oppor ties for highly tr, ed workers, make tion of the • pact infeasible. This pact is considered Significant and Unavoidable. PAGE 6 • -13- Impact Traf-14: Off-Ramp Operation At Ma e Diverge. The follo g off-r. op diverge location from the U.S.101 freeway . e would receive a significant pact due to the addition of Phase I Project traffic to year 2015 Base Case vol es (see Table 16.6). • U.S.101 Northbo • d Off-R, • p to Dubuque Avenue AM Peak Hour: The Phase I Project would increase vol es above the 1,500 VPH lane off-r. p diverge vol es (from 1,356 up to 1,536 VPH). s would be a s' 'ficant pact. Mitigation Measure Traf-14: Improvements for Off-Ramp Operation At M F e 23 in Appendix E). • U.S.101 Northbound Off-Ramp to Dubuque Avenue: - Provide a second off-ramp lane co ection to the U.S.101 m Finding: Off-t. p diverge capacity would be increased to at least 2,200 vehicles per hour, which would acco odate the Base Case + Phase I Project AM peak hour vol e of 1,536 vehicles per hour. This measure will req e the approval of Caltrans, accordingly, the Agency, ca ot guarantee that the •tigation • be • plemented • e it is likely that Caltr.. s • • element the measure, thereby reducing the • • pact to a less than s scant level, because the measure is beyond the lead agency's j sdiction. The Agency finds that ch ges or alterations are • • the responsibility and j •sdiction of another public agency . d have be , or c and should be, adopted by that other agency. For CEQA purposes, however, this • pact is considered to be Significant and Unavoidable. Impact Traf-17: Intersection Level of Se ce. The follo « g intersection would receive a significant • pact due to the addition of OPSP traffic to year 2035 Base Case vol • es (see Table 16.16). • Oyster Point Boulevard 1 Dubuque Avenue 1 U.S.101 Northbo d On-Ramp PM Peak Hour: The OPSP would degrade acceptable (LOS D) Base Case operation to acceptable (LOS E) operation. This would be a significant pact. Mitigation Measure Traf-17: Intersection Level of Se •ce. There are no provements feasible to •tigate the OPSP-specific pacts. OYSTER POINT SPECIFIC P AN 1 • 't for single Diverge. (see PHASE 1 PROJECT F ng: Existing geometry d adjacent development preclude exp sion of the roadway system in a manner sufficient to reduce the intersection levels of se ice to less-than-ss! 'ficant levels for Impact Traf-17. Accordingly, specific econo c, legal, social, te °logical, or other considerations, incl i g considerations for the provision of employment oppo ties for highly tr • ed workers, e itigation of the pact infeasible. s pact is considered Significant and Unavoidable. 10 Impact Traf-18: Intersection Level of Service. The folio • provements would receive a • cant pact due to the addition of OPSP traffic to year 2035 Base Case vol es (see Table 16.16). Peak Hour: The OPSP would increase vol unacceptable LOS F Base Case operation. PM Peak Hour: The OPSP would increase vol acceptable LOS F Base Case operation. This would be a significant ' pact. Mitigation Measure Traf-18: Intersection Level of Se 'ce (see F e 24 in Appendix E). The following provements would p i lly 'tigate OPSP-specific • pacts, but not reduce them to a level of insignificance. Some of these measures are not included as p of the current East of 101 (TIP). The OPSP shall provide a fair share contribution Fin • EXHIBIT A — CEQA FINDINGS 0 PAGE 7 • Oyster Point Boulevard 1 Gateway Boulevard / U.S.101 Southbo d Flyover Off- Tr. sportation Improvement Pro: • towards all measures rrently not p of the TIP. • Oyster Point Boulevard / Gateway Boulevard 1 USi 01 Southbo d Flyover Off- Adjust signal Provide an additional through lane on the Oyster Point westbound approach (ex - ding from Veterans Boulevard) and continue to the Dubuque/U.S.101 Northb© d On- Ramp intersection. • Restripe the Oyster Point Boulevard eastbo d approach from a left, 2 throughs and a combined through/ t 1 e to a left, 2 throughs • d an exclusive right lane. Restripe the Southbo • d Flyover Off-Ramp approach from 2 through lanes and exclusive right lane to two through lanes and a combined through/right lane. In conj ction with this measure, add a third eastbo d dep e lane on Oyster Point Boul and (not part of TIP). • Add a second exclusive right lane on the southbo approach (not part of TIP). : The • provements identified in Mitigation Measure Traf-18 would p • y reduce the 0 1* • -14- •0 0• es by 22.7 percent at a location « ith es by 22.5 percent at a location • pact, resulting in the follo • g 2035 Base Case + OPSP Operations: d Genentech property driv • • • AM Peak Hour: LOS F-194 seconds control delay, which would not be better th • Base Case operation (LOS F-124 seconds delay). PM Peak Hour: LOS F-118 seconds control delay, which would not be better than Base Case operation (LOS F-108 seconds delay). OYSTER POINT SPECIFIC PLAN AND PHASE I PROJECT EXHIBIT A — CEQA FINDINGS The pact, however, would not be avoided or reduced to a level of less-than-s ficant. Existing geometry and adjacent development preclude expansion of the roadway system in a manner sufficient to reduce the intersection levels of se •ce to less-than-s 'ficant levels for Impact Traf- 18. Accordingly, specific econo sc, legal, social, technological, or other considerations, including considerations for the provision of employment oppo nities for highly tr, ed workers, make tigation of the • pact infeasible. This • pact is considered S 'ficant and Unavoidable Impact Traf-26: 95th Percentile Vehicle Que g Synchro software evaluation. The follo g off-r p or approach to an adjacent intersection leading away from an off-ramp would receive a significant que eg pact due to the addition of OPSP traffic to year 2035 Base Case vol es (see Table 16.17). • Oyster Point Blvd. 1 Gateway Blvd. / U.S.101 Southbo d Flyover Off- PAGE 8 ▪ Adjust signal s g. Boulevard (not part of TIP). • Add a second exclusive right approach (not part of TIP). -15- AM Peak Hour: The OPSP would increase vol es by 54.6 percent in the through lanes on the Oyster Point Boulevard eastbound approach to Gateway Boulevard and increase the 95th percentile queue above available storage. The 95th percentile vehicle queue would be extended from 756 up to about 1,200 feet with only 900 feet of storage. This would be a significant • pact. Mitigation Measure Traf-26: Vehicle Que g (see Figure 24 in Appendix E). The folio g • a provements would pa a • • y • u te OPSP-specific • pacts, but not reduce them to a level of insignificance. These measures are not included as part of the c ent East of 101 Transportation Improvement Program (TIP). The OPSP shall also provide a f. • share contribution towards all measures currently not part of the TIP. • Oyster Point Blvd. 1 Gateway Blvd. 1 U.S.101 Southbound Flyover Off-Ramp ▪ Provide an additional through lane on the Oyster Point westbound approach (extending from Veterans Boulevard) and continue to the Dubuque/U.S.101 Northbo d On- p intersection. Restripe the Oyster Point Boulevard eastbo d approach from a left, 2 throughs combined through/right lane to a left, 2 throughs and an exclusive right • Restripe the Southbo d Flyover Off-Ramp approach from 2 through lanes and an exclusive right turn lane to two through lanes and a combined through/right lane. In conj ction . th this measure, add a third eastbo d depar e he on Oyster Point e on the southbo d Genentech property driveway Fin : The provements identified in Mitigation Measure Traf-26 would reduce the pact resulting in 95th Percentile Vehicle Que • • as follows: AM Peak Hour: Eastbo d through 95th percentile queue would be reduced to 1,112 feet, which would not be less than the Base Case queue of 756 feet. The pact, however, would not be avoided or reduced to a level of less-than-significant. Existing geometry and adjacent development preclude expansion of the roadway system in a . a p d a 1, e. OYSTER POIN SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A — CEQA FINDINGS sufficient to reduce the intersection levels of service to less 26. Accordingly, specific econo legal, social, technological, or other considerations, ind considerations for the provision of employment opportunities for highly • ed workers, • • tion of the • pact infeasible. This # pact is considered Significant and Unavoidable 0 • PAGE 9 Impact Traf-27: 95th Percentile Vehicle Que g — Synchro software evaluation. The folio off-r- ilia/approach to an adjacent intersection leading away from an off-ramp would receive a significant que • g • pact due to the addition of OPSP traffic to year 2035 Base Case vol es see Table 16.17). • Oyster Point Boulevard 1 Dubuque Avenue AM Peak Hour: The OPSP would increase vol 1 es 14.2 percent in the through lanes on the Oyster Point Boulevard eastbound approach to Dubuque Avenue at a location with acceptable Base Case 95th percentile quelling greater than established standards. The eastbo d through lane queue would be ex ded from 586 up to 637 feet at a location with only 250 feet of storage. In addition, the queue lanes on the northbo d Dubuque Avenue approach to Oyster Point Boulevard would be increased beyond available storage (from 78 up to about 351 feet at a location 'th only 210 feet of available storage). PM Peak Hour: The OPSP would increase vol u es by 21.9 percent on the Oyster Point eastbound approach to Dubuque Avenue at a location ,, •th unacceptable Base Case 95th percentile que • g greater than established standards. The eastbo d through lane queue would be extended from 302 up to 376 feet at a location « 'th only 250 feet of storage. would be a significant a pact. a s would be a significant pact. -16- 1 ficant levels for Impact Trail Impact Traf-29: Off-Ramp Que al tion. The following off-r freeway m. e some # e d year 2035 Base Case vol es. a U.S.101 Northbo d Off-Ramp to S. Airport Boulevard 1 Wondercolor Lane 11 g ill 1 g Mitigation Measure Traf-27:Vehicle Que g. No provements are feasible to *tigate OPSP- specific pacts. Fi a Impact Traf-27. Accordingly, specific econo ec, legal, so -1, technological, or other considerations, including considerations for the provision of employment oppo 'ties for highly trained workers, make i. i • tion of the pact infeasible. This a pact is considered S y *ficant and Unavoidable : Existing geometry , d adjacent development preclude exp sion of the roadway system in er sufficient to reduce the int ection levels of service to less-than-significant levels for g To Freeway M, * e 1 • Peak Traffic Hours - SIM traffic p would receive a significant ..pact with backups extending to the one or both peak hours due to the addition of OPSP traffic to Peak Hour: The OPSP would increase volumes on the off-r 1 p by 2.9 percent at a location with year 2035 Base Case off-ramp traffic occasionally backing up to the freeway m, • a e. OYSTER POIINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A— CEQA FINDINGS Mitigation Measure Traf-29: Off-Ramp Que g. No • provements are feasible to 'tigate OPSP-specific • pacts. Finding: Existing geometry and adjacent development preclude exp sion of the roadway system in a manner sufficient to reduce the intersection 1 els of se •ce to less-than-significant levels for Impact Traf-29. Accordingly, specific econo 'c, legal, social, technological, or other considerations, including considerations for the provision of employment oppo nities for highly tr, ed workers, ke tigation of the • pact infeasible. s • pact is considered Ss t sficant and Unavoidable. 111.. • This would be a significant • ' pact. te the OPSP-specific pact. Impact Traf-31: Off- evaluation The follo freeway m • • e some year 2035 Base Case vol This would be a significant • pact. • es. -17- Impact Traf-30: Off-R, p Que g To Freeway Ma' e Du g Peak Traffic Hours. SIM Traffic evaluation The following off-ramp would receive a significant • pact 'th backups extending to the freeway m. e some, edog one or both peak hours due to the addition of OPSP traffic to year 2035 Base Case vol es. • U.S.101 Southbo d Off-Ramp to Oyster Point Boulevard Peak Hour: The OPSP would increase volumes by 16.6 percent at a location 'th year 2035 Base Case off-ramp traffic occasionally backing up to the freeway m, Mitigation Measure Traf-30:Vehicle Que g. No additional provements are feasible to ended in Traf-28 would reduce off-ramp que g. However, backups Finding: Measures reco would continue to occasionally extend to the freeway • ed • g the AM peak hour such that the • pact would not be avoided or reduced to a level of less-than-s• ficant. Existing geometry and adjacent development preclude exp sion of the roadway system in a ma er sufficient to reduce the intersection levels of se ce to less-than-s t • cant levels for Impact Traf-30. Accordingly, specific econo • .c, legal, social, technological, or other considerations, including considerations for the provision of employment oppo 'ties for highly tr, • ed workers, make •tigation of the • • pact infeasible. This • pact is considered Significant , d Unavoidable p Que g To Freeway M. . e D Peak Traffic Hours. SIM Traffic off-r, p would receive a significant pact with backups extending to the e d g one or both peak hours due to the addition of OPSP traffic to • U.S.101 Northbound Off-Ramp to Dubuque Avenue AM Peak Hour: The OPSP would increase vol • es by 28.9 percent at a location with year 2035 Base Case off-r, • p traffic occasionally backing up to the freeway m, e. PM Peak Hour: The OPSP would increase vol • es by 18.5 percent at a location with year 2035 Base Case off-ramp traffic occasionally backing up to the fre- ay m, e. Mitigation Measure Traf-31:Vehicle Que g. No • prov OPSP-specific • pact. ents are feasible to • *tigate the PAGE 10 OYSTER POINT SPECIFIC PLAN AND PHASE I PROJECT EXHIBIT A - CEQA FINDINGS Finding: Existing geometry and adjacent development preclude exp sion of the roadway system in a • er sufficient to reduce the intersection levels of se Ice to less-than-significant levels for Impact Traf-31. Accordingly, specific econo c, legal, social, technological, or other considerations, including considerations for the provision of employment oppo "ties for highly tr. • ed workers, make • tigation of the pact infeasible. s • • pact is considered S" • cant and Unavoidable. Impact Traf-32: Off-Ramp Que al don The follo • off- fre « ay ma • • e some a e d year 2035 Base Case vol es. • would be a s' ficant • •• pact. PAGE U.S.101 Northbo AM Peak Hour: The OPSP would increase vol •• es by 1.7 percent at a location with year 2035 Base Case off-r p traffic occasionally ba • g up to the fre ay m e. The p • ary reason for the backup would be congestion at downstream intersections along E. Grand Avenue. Mitigation Measure Traf-32:Vehicle Que g. No OPSP-specific • pact. Finding: Existing geometry and adjacent development preclude exp sion of the roadway system in a • er sufficient to reduce the intersection levels of s • ce to less-than-significant levels for Impact Traf-32. Accordingly, specific econo "c, legal, social, technological, or other considerations, including consid - tions for the provision of employment oppo "ties for highly tr. " ed workers, make tigation of the pact infeasible. s pact is considered S • cant and Unavoidable. Impact Traf-33: Off-R. p Operation At Ma e Diverge. The analysis concluded that there would be a s*: ficant • pact at the Southbo d Flyover Off-Ramp Diverge to the Oyster Point / Gateway Boul- ard intersection due to the addition of OPSP traffic to year 2035 Base Case vol • es (see Table 16.6). AM peak hour vol • es would be increased by 16.6 percent (from 2,107 up to 2,456 vehicles per hour) at a location where Base Case vol • es would already be exceeding the off- , • p diverge capacity of 1,500 vehicles per hour. This would be a s a cant *pact. Mitigation Measure Traf-33: Improvement to Diverge Capacity — U.S.101 Southbo d Flyover Off: " p to Oyster Point Boulevard Finding: No ' provements are feasible to •tigate OPSP-specific • pacts. The spacing of southbound off-ramp connections to Airport Boulevard and to Oyster Point Boulevard precludes the possibility of providing this second L e. A second off-r up lane connection to the freeway e would mg e a long (1,000-foot or longer) deceleration lane with only 300 feet of avoi12ble space. There is not room to provide this lane. Accordingly, specific econo • c, legal, social, technological, or other considerations, including considerations for the provision of employm t oppo nities for highly tr ed workers, make • tion of the pact infeasibk. This • * pact is considered S' "ficant and Unavoidable. • g To Freeway M line D s g Peak Traffic Hours. SIM Traffic p would receive a significant •• pact with backups extending to the g one or both peak hours due to the addition of OPSP traffic to d Off-Ramp to E. Grand Av • ue 1 Exe tive Drive Intersection provements are feasible to 'tigate the OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A— CEQA FINDINGS Impact Traf-34: Off-Ramp Operation At Ma e Diverge. The analysis concluded that there would be a s•t •fica.nt pact at the Northbo d Off-Ramp Diverge to the Dubuque Avenue due to the addition of OPSP traffic to year 2035 Base Case vol es (see Table 16.6). AM peak hour vol • es would be increased by 28.7 percent (from 1,556 up to 2,002 vehicles per hour) at a location where Base Case vol es would already be exceeding the off-ramp diverge capacity of 1,500 vehicles per hour. s would be a significant pact. Mitigation Measure Traf-34: Improvement to Diverge Capacity U.S.101 Northbound Off-Ramp to Dubuque Avenue. The following • provements would • 'tigate the OPSP-specific pact (see F' e 24 in Appendix E): Provide a second off-r, p lane connection to the U.S.101 ma e. Off-ramp diverge capacity would be increased to at least 2,200 vehicles per hour, which would acco • • odate the Base Case + OPSP AM peak hour vol e of 1,556 vehicles per hour. 's measure req • e the approval of Caltr, • s. Also, this measure is rently not included in the East of 101 TIP. Therefore, the OPSP shall provide a f. • share contribution towards this measure. It should be noted that because the provement is • Caltrans' j sdiction, the City of South San Francisco, as lead agency for the OPSP, cannot guarantee that the •tigation be • plemented. • e it is likely that Caltrans • • plement the measure, thereby reducing the pact to a less than significant level, because the measure is beyond the lead agency's j sdiction, for CEQA purposes, this • • pact is considered to be significant and avoidable. • Finding: Off-r p diverge capacity would be increased to at least 2,200 vehicles per hour, which would acco • odate the Base Case + OPSP AM peak hour vol e of 1,556 vehicles per hour. measure will req e the approval of Caltrans, accordingly, the Agency cannot guarantee that the *tigation will be • plemented. • e it is likely that Caltrans • • pkment the measure, thereby reducing the pact to a less than significant level, because the measure is beyond the lead agency's j 'sdiction. The Agnecy finds that changes or alterations are the responsibility and usdiction of another public agency and have been, or c. and should be, adopted by that other agency. For CEQA purposes, however, this • pact is considered to be S and Unavoidable. PAGE 12 -19- Impact Traf-35: On- p Operation. The analysis concluded that there would be a significant pact at the Northbo • d On-Ramp from Oyster Point Boulevard / Dubuque Avenue due to the addition of OPSP traffic to year 2035 Base Case volumes (see Table 16.7). PM peak hour vol es would be increased by 17.0 percent (from 2,190 up to 2,563 vehicles per hour) at a location where Base. Case volumes would be just less than the on-ramp capacity of 2,200 vehicles per hour. s would be a significant • pact. Mitigation Measure Traf-35: Improvement to On-Ramp Capacity Northbo d On-R, p from Oyster Point Boulevard 1 Dubuque Avenue (see F e 24 in Appendix E). Provision of a second on-ramp lane would increase capacity to about 3,000 to 3,100 vehicles per hour. This measure will req • e the approval of Caltrans. Also, this measure is rently not included in the East of 101 TIP. Therefore, the OPSP shali provide a . s are contribution towards this measure. It sho noted that because the * • provement is • Caltrans' j u• diction, the City of South San Francisco, as lead agency for the OPSP, ca ot guarantee that the tigation will be • plemented e it is likely that Caltrans • • • plement the measure, thereby reducing the pact to a less than s ficant level, because the measure is beyond the lead agency's j o•sdiction, for CEQA purposes, this • pact OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A CEQA FINDINGS is considered to be s 'fic, t acceptable to Caltrans to acco hour. Finding: Provision of a second on-r, • p lane would increase capacity to about 3,000 to 3,100 vehicles per hour. 's measure will req • e the approval of Cal • • s, accordingly, the Agency as lead agency for the project, cannot guar, s tee that the •tigation be • plemented. While it is likely that Caltrans will • *merit the measure thereby reducing the pact to a less than significant 1 el, because the measure is beyond the lead agency's jurisdiction. The Agency finds that changes or alterations are wi the responsibility and jurisdiction of another public agency , d have been, or can and should be, adopted by that other agency. For CEQA purposes, however, this pact is considered to be Significant , d Unavoidable. Impact Traf-36: On-Ramp Op tion. The analysis concluded 00 at there would be a significant spact at the Southbound On . • p from Dubuque Avenue due to the addition of OPSP traffic to year 2035 Base Case vol es (see Table 16.7). PM peak hour vol. • es would be increased by 11.5 percent (from 1,906 up to 2,125 vehicles per hour) at a location where Base Case vol es would be just less than the on-ramp capacity of 2,000 vehicles per hour. Mitigation Measure Traf-36: Improvement to On-Ramp Capacity Southbo d On-Ramp from Dubuque Avenue (see Figure 24 in Appendix E). s OPSP should provide a f, • share contribution as dete ed by the City Engineer to the follo • g measure. 16.18). PAGE 13 s would be a significant • • pact. Provide a second on- as p lane connection to the U.S.101 fre - ay. On-r . p capacity would be increased from 2,000 up to 3,000 vehicles per hour, with a Base Case + OPSP PM peak hour volume of about 2,125 vehicles per hour. This measure will req • e the approval of Caltrans. Also, this measure is currently not included in the East of 101 TIP. Therefore, the OPSP shall provide a fair share contribution towards this measure. It should be noted that because the • prov- s ent is wi Caltr, s' j widiction, the City of South San Francisco, as lead agency for the OPSP, c, • i ot guarantee that the Is • ••! don will be • plemented f • e it is likely that Caltrans will • • pF ent the measure thereby redu • • g the • pact to a less th significant level, because the measure is beyond the lead agency's j asdicflon, for CEQA purposes, this • pact is considered to be s' 'ficant and • avoidable. 11 1 d avoidable. There are no other physical provements possible odate the Base Case + OPSP vol s e of about 2,563 vehicles per Finding: Provision of a second on- • p lane would increase capacity from 2,000 up to 3,000 vehicles per hour, with a Base Case + OPSP PM peak hour vol sue of about 2,125 vehicles per hour. This measure will req • e the approval of Caltrans; accordingly, the Agency ca ot a tee that the Itigation be pl ented. e it is likely that Cal s will • plement the measure, thereby reducing the • pact to a less than s• " • cant level, because the measure is beyond the lead a: cy's J Isdiction. The Agency finds that changes or alterations are wi • the responsibility and diction of another public agency and have been, or can and should be, adopted by that other ncy. For CEQA purposes, however, this pact is considered to be Significant and Unavoidable. Impact Traf-37: Freeway M • e Operation. One U.S.101 • e segments would receive a s• 'ficant pact due to the addition of OPSP a ffic to year 2035 Base Case vol es (see Table OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A— CEQA FINDINGS PAGE 1 U.S.101 Southbo • d (to the north of the Oyster Point interchange) AM Peak Hour: The OPSP would increase volumes by 3.6 percent (from 9,698 up to 10,047 vehicles per hour) at a location with unacceptable LOS F year 2035 Base Case operation. This would be a signific, t pact. Mitigation Measure Traf-37: Improvement to Freeway M e. Mitigation of tbis pact would req e wide g the trent freeway or cons • ction of a new freeway. Finding: Given the location of the m, e freeway and its close pro • Ity to s ounding development, wide g the current freeway or cons • ction of a new freeway is not feasible. Additionally, such • tion would be prohibitively expensive in relation to the types of land uses it would benefit. Accordingly, specific econo 'c, legal, social, technological, or other considerations, including considerations for the provision of employment oppor 'ties for highly tr, ed workers, make 'tigation of the • pact infeasible. 's pact is considered Significant and Unavoidable. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -21- EXHIBIT A CEQA FINDINGS B. LESS T SIGNIFI T L ,I `ACTS WITH MITIGATION The Final EIR dete : ,, ed that the Project has pot - tially significant en o ental ® pacts in the areas discussed below. The F' 1 EIR identified feasible tion measures to avoid or subs tially reduce some or all of the en ' o ental ' pacts in these areas. Based on the info ation and analyses set forth in the Final EIR, and the tirety of the Record before it, including •without • •tation the M and the Conditions of Approval, the Agency finds that the for each of the following Project • pacts, changes or alterations have been req • ed in, or incorporated into, the Project which 'tigate or avoid the s ` ' ficant effects on the en a ent. As described in further detail below and the Final EIR, the folio pacts will be less-than- • cant with identified feasible se tigatton measures. Impact Vis -2: Light and Glare. The many ' dows and outdoor lights associated with increased development intensity • , • the OPSP area could potentially be substantial sources of nigh e light and day • e glare. This • pact is potentially s' : , `ficant. Mi tion Measure Vis -2a: Lighting Plan. In order to reduce sources of light and glare created by lighting wi • the OPSP area, the applicant shall specify fix es and lighting that m • tains appropriate levels of light at building entries, era ays, courtyards, parking lots and private roads at night consistent with • , % 1 ' els deta it ed in the City's building codes. These fixtures shall be designed to e ate spillover, high intensity, and shielded lighting, thereby avoiding ecessary light pollution. Prior to issuance of building pe •is for each phase of cons ction gi the OPSP, the applicant shall sub 't a Lighting Design Plan for review and approval by the City of South San Francisco Pla • , g Dep ent. The plan shall include, but not necessarily be limited to the following: • The Lighting Design Plan shall disclose all pot tial light sources with the types of lighting th ® locations. • Typical lighting shall include low mounted, do ward casting and shielded lights that do not cause spillover onto adjacent properties and the utilization of motion detection syst s where applicable. • No flood lights shall be utilized. • Lighting shall be ® ' ted to the areas that would be in operation d g nigh e hours. • Low intensity, indirect light sources shall be encouraged. • On- demand lighting systems shall be encouraged. • Mer , sodi vapor, and s ' intense and bright lights shall not be permitted except where th ' need is specifically approved and their source of light is restricted. • Generally, light fixtures shall not be located at the periphery of the property and should shut off auto fically when the use is not operating. Security lighting ible from the highway shall be motion - sensor activated. • Use " t -off' fix es designed to prevent the upward cast of light and avoid necessary ligh pollution where appropriate. • All ligh s" „g shall be installed in accordance with the building codes d the approved lighting plan d , g cons ction. Mitigation Measure Vis -2b: Glare Reduction. In order to reduce sources of day , e glare created by reflective building materials, the applicant shall specify or building terials for all proposed PAGE 15 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -22- EXHIBIT A — CEQA FINDINGS s s c es cons cted for the Phase I Project and each subsequent phase of development der the OPSP that include the use of tex ed or other non-reflective exterior surfaces and non-reflective glass types, including double glazed and non-reflective vision glass. These materials shall be chosen for their non-reflective characteristics and their ability to reduce da) e glare. All exterior glass must meet the specifications of all applicable codes for non-reflective glass d would therefore reduce da e glare emanating from the OPSP area. Finding: Development under the OPSP would consist of development and ligh a g treatments typical of the existing co a a ercial/industrial urban se a• gs d would incorporate standard and tailored lighting measures to address undue lighting on adjacent areas and glare off the building as specified in Mi s tion Measures Vis-2a and Vis-2b, it would not result in new so ces of substantial adverse light or glare. The • pact would be reduced to less than significant. Impact Air-2: Possible Exposure of Sensitive Receptors to TACs and PM2.5. Development anticipated der the OPSP y expose sensitive receptors to TACs and PM2.5 through development of new non-residential development that may be sources of TACs . d PM2.5 and the potential for development of ancillary uses, such as daycare facilities, that would b • g sensitive users to the site. Such exposure would represent a potentially significant • pact. Mitigation Measure Air-2: Health Risk Assessment for Proposed Sensitive Receptors. New projects wi the OPSP area that would include sensitive receptors (e.g., daycare centers) shall analyze TAC and PM2.5 • pacts and include •tigation measures to reduce exposures to less than sficant levels. The folio g measures could be utilized in site pia g and building designs to reduce TAC exposure: New development of sensitive receptors located within OPSP area shall req e site specific analysis to dete a • e the level of TAC and PM2.5 exposure. s analysis shall be conducted follo • g procedures outlined by BAAQ . If the site specific alysis reveal s ficant exposures, based on B QMD guidance, then additional measures listed below shall be req • ed. PAGE 16 • ere exterior exposures are significant, consider site pia receptors from TAC e •ssions. Active site uses and building intakes shall be situated away from TAC sources Provide tiered plantings of vegetation along the site boundaries closest to TAC sources. Pre ary laboratory studies show that redwood and/or deodar cedar trees can remove some of the fine particulate matter e tied from traffic der low • a d speeds. Low d speeds 1 pically result in the highest particulate matter concentrations. Finding: Assessment of health risk for specific projects that come through which b g sensitive users to the site for long periods each day, such as child daycare facilities, d • plementation of approp • te a •tigating fea es as outlined in •tigation measure Air-2 would ensure that resulting in TAC d PM2.5 exposures that would be below the BAAQMD thresholds and therefore less-than-s ficant. OYSTER POINT SPECIFIC P -23- g to buffer new sensitive Impact Air-4: Cons ction Period Dust, E ssions d Odors. Cons ction of d- elopment projects a der the OPSP would result in temporary e ssions of dust, diesel exhaust and odors that may result in both nuisance and health • pacts. Without appropriate measures to control these e •ssions, these • pacts would be considered signific . t. AND PHASE PROJECT e EXHIBIT A — CEQA FINDINGS Mitigation Measure Air-4a: Implement B QMD-Reco u ended Measures to Control P iculate Matter E 'ssions during Cons ction. Measures to reduce diesel particulate matter PM10 from cons ction are reco • • ended to ensure that short-t- al health pacts to nearby s sitive receptors are avoided. Dust (PM10) Control Measures: • ssions: • Water all active cons ction areas at least twice daily d more often d periods. Active areas adjacent to residences should be kept s p at all es. • Cover all ha g • cks or m t • at least two feet of freeboard. • Pave, apply water at least ce daily, or apply (non-toxic) soil stabilizers on all paved access roads, parking ar d staging areas. • Sweep daily (, 'th water sweepers) all paved access roads, parking areas, and sta areas and sweep streets daily (with water sweepers) if visible soil so te 1 is deposited onto the adjacent roads. • Hydroseed or apply (non-toxic) soil stabilizers to inactive cons ction areas (i.e., previously-graded areas that are inactive for 10 days or more). • • Enclose, cover, water « ace daily, or apply (non-toxic) soil binders to exposed stockpiles. • 't traffic speeds on any paved roads to 15 mph. Additional Measures to Reduce Diesel P • Replant vegetation in disturbed areas as quickly as possible. ▪ Suspend cons ction activities that cause visible dust p1 • es to extend beyond the construction site. • Post a publically visible sign(s) with the telephone n ber and person to contact at the Lead Agency regarding dust comp' • ts. 's person shall respond d take corrective action wi • 48 ho . The Air District's phone number shall also be • ible to ensure compliance with applicable regulations. , • culate Matter d PM2.5 and other cons ction ▪ The developer or contractor shall provide a plan for approval by the City or BAAQMD demonstrating that the heavy-duty (>50 horsepower) off-r. , d vehicles to be used in the conss ction project, including owned, leased and subcontractor vehicles, will achieve a project wide fleet-av 20 percent NOx reduction and 45 percent p ;ciliate reduction compared to the most recent GARB fleet av for the year 2011 ▪ Clear signage at all construction sites be posted indicating that diesel equipment standing idle for more than five • utes shall be • ed off. s would include trucks waiting to deliver or receive soil, a:: egate, or other bulk •• terials. Rotating concrete a cks could keep their engines onsite or adjacent to the construction site. Opacity is an indicator of exhaust particulate e • ssi• s from off-road diesel powered equipment. Each project shall ensure that e ssions from all cons ction diesel powered equipment used on the project site do not exceed 40 percent opacity for more than three • utes in any one hour. Any equipment fo • d to exceed 40 percent opacity (or Ringelm n 2.0) shall be rep, ed ediately • g continuously as long as they were • • • PAGE 17 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -24- EXHIBIT A CEQA FINDINGS ob ed. PAGE 18 • The contractor shall install temporary electrical se , ce when et possible to avoid the need for independently powered equipment (e.g. compressors). • Properly e and m • equipment for low e ssions. • If 10 or more comp Mitigation Measure Air-4b: Implement Odor-Control Measures D • g Refuse Relocation. The follo g measures shall be plemented d aa g dis bance of the landfill for refuse relocation: • All areas shall rem occurs. • It the ho ontal atea of opened foundation layer to at most an acre of horizontal area at any one • e per area (an acre for the area b g excavated , d acre for the area where trash is being relocated). • Excavation and fill zones shall be covered at the end of each day, either with secured tarping or lth the fo dation layer of soil. • Additional measures for odor control such as a foam cover or scented stets in active areas and/or covering of the materials in the haul cks may be considered and plemented based upon actual field conditions. • Post a publically visible sign(s) with a 24-hour contact n ber for odor complaints. The Air District's phone n ber shall also be visible to ensure comp "4 ce "th applicable regulations. Concerns/complaints related to odor from the work will be evaluated and protocol measures be amended as necessary. under foundation layer cover til localized refuse relocation ts are 10 ed *th BAAQMD wi will have regulatory authority that supersedes this "tigation meas c consistent with BAAQMD Regulation 7. Finding: With • plementation of the fugitive dust and, e ssions reduction, d odor control measures presented in • • tion measures Air-4a d Air-4b, total NOx e • ussions would be reduced by at least 10 percent, which would put them below the BAAQMD threshold of 54 po ds per day d • a g Phase I Project construction and the potential for odor • pacts would be reduced. Implementation of the fugitive dust control measures reco could reduce the , quality • pacts associated 'th grading an • new construction to a level of less than significant. Impact Bio-2: Dis bance or Loss of Wetland or Aq 4tic Habitats. Development of the OPSP would result in the dis b ce or loss of Northern Coastal Salt Marsh, Open Water and J "sdictional A • ored Rock Levee Slope Habitats. Due to the ecological • portance of wetland and aquatic habitats, such pacts would be potentially s ficant. Mitigation Measure Bio-2a: Delineate J al" dictional Bo daries . Prior to cons I ction of any progra atic OPSP elements that are expected to potentially have direct " • pacts on USACE j "sdictional habitats, a focused delineation shall be perfo ed to dete • e the precise 'ts of USAGE j sdiction at the site, and USAGE approval of the j Mitigation Measure Bio- 2b: Impact Avoidance/ ation. Fu e OPSP elements near the Bay shoreline shall be designed , "th consideration of the bo daries of sensitive wetland and aquatic habitats in order to avoid an * e • pacts to these sensitive habitats to the extent a 90-day period, BAAQMD ended by BAAQMD and listed above sdictional bound. 'es be OYSTER POINT SPECIFIC PLAN AND PHASE PROJECT -25- E A — CEQA FINDINGS pracf :able while still accomplishi 0.1.-SP objective:7. For -xample, i1ding d ri1 cns ction, landscaping activities, and other ter.strial activities shall he pia • ed aid designed to avoid impacting the h: bitats near the Bay shoreline to the extent feasible. For activities that c. • • ot avc icting sitive habitats due to their water-related purr or location, such as -3r • conortepiementofpiersodocksinthema . a, the • o t of n:w fill or th footp • t of new dtruc es placed in or on the - water shall be limited to the • um nef:Lasary to achi e the cctives of that comt,onent. The City shall revicw plans for y pi - posed activities that result in • pacts to andtiv d nnd aq tic habitats to en ;tire that ' • pacts have been avoided d ed to the extent feasP- ( • pe OPSP. PAGE 19 01 • Mitigation Measure Bio-2c: Restoration of Tempo y Impacted Wetland/Aq tic HabLAs. USACE-juisdictional areas that are temporarily elements shall be restored to pree:1sting conto out. The rmns by which such - • potarily ' tigatio.l plan described in Measure 2d below. Mitigation Measur Bic Compensation for Pe anently Impacted Wetland/Aquatic Habitats. UnavoicEble permanent fill of all habitat -a USACE diction shall be replaced at a pacted d g cons • ction of prow- tic ad levels of soils compaction fc "r g pacted areas 1 be restored shall be des 'bed in the tion area: • pact area) ratio bv creation or reston.....ion o s' Francisco Bay. Ay aq tic, • sh, or lflat habitat 1___reas experien g a net increas in shading as a result of docks or other stri s constructed over or on the rater shall req e cc_,..3.pensatory ▪ tion at a 0.5:1 ( • area • pact area) ratio, this atio is less than the 1:1 req ed for • ent g of such habitats because t.lhad..7td areas are expected to ret ' some ecological habitat value. Mitigation could be achiLtvc-.i through a comb -don of on,ite restoratioa or creatio. of wetlands or aquatic habitats (including rernowl of on-site fill or s ctures, r suking in a of we d or aquatic habitats); off-site restor 3n/creation; funding of off-ite restoration/creation projects plemented by others; iiad/or ltigatial credits purcirsed at mitigation banks • • the Spn Francisco Bay Region. Because i pacts to aq.tic habitats on-site could also poi..,11. y •• pact special-status .", and EFH (see Impacts to Essential Eth Habitat and Special-S..; C3 Fish below), all compensatory 'tigadon for • pacts o Aquatic habitat x also proviL habitat for green s geon, Central Calif° a Coast steelh- d, . • d longfin C1L th:-.t le-7t as high a-, tihrt • pacted. 2. Goal of the resto1»D 1 to achieve no net loss of habitat functions ..nri values ar habitat around San 0 0$ For funding of off-site proven: tits or purchal of • • • tic bank credits, the OPSP Applic t shall provide 'tten evidence to the City that either (a) compensation has keen establislie.d ..hrough the purchase of a sufficient number of iliiti,--ation credits in a 'L;''',3ton bank to satisfy the • stigation acreage re,..2irements of the C-PSF f:Ltivit or (b) funds sufficien: for the restoration of the • Itig don acreage .equirements of the OPSP - Ivity have been paid to an entity ir a project that would create or restore habitats of the type b pacted 7_ y the For areas to be restored to • Ptigate for temporary or pe sent pacts, the OPSP Ap shall piL ;Ind • pleme-it a • 11 • tici plan. The OPSP Applicant shall ret • a restoration cologist or wetland biologist to dzvelop the • • tion plan, aile. it shall con the follo g com.u.ients (or as othe 'se modified by reguktory a cy per g conditions): 1. S • • ary of h: bitat ' • pacts and proposed • • . . tion ratios, along with a description f y other tigation strategies used to achieve the overall site • provements and/or purchase of 'tif-ation bank credits • tion ratic7,, sui as fundin of off- . OYSTER POINT SPEC. :c PLAN AN[ PHASE 1 PROJECT -26- EXHIBIT A — CEQA FINDINGS 3. Location of 4. Mitigation design: • Existing and proposed site hydrology • Grading plan if appropriate, including bank stabilization or other site stabilization fea es Soil amendments and other site preparation elements as appropriate • Planting plan criteria. PAGE 20 g • I • • tion and m, tenance plan 111:. • R - edial measures/adaptive management, etc. 5. Monito g plan (including final and perfo analysis, reporting req ements, monito a g schedule, etc.) 6. Contingency plan for s • ticr,ation elements that do not meet perfo ance or final success Finding: Implementation of tion measures Bio-2a through Bio-2d would reduce pacts related to dis b a ce or loss of wetland and aquatic habitats to a less-than-signific, • t level through delineations of j a•sdictional areas, avoidance or • • • ation of • pacts through specifics of design as possible, restoration of temporarily • pacted areas where feasible, and compensation for/replacement of • pacted habitat when loss ca ot be avoided. Impact Bio-3: Cons ction-Period Increases in Turbidity. Se a ent may wash from cons ction areas into adjacent aquatic habitats, or soil loosened by grading could slide do slope into such areas. Increases in bidity resulting from cons ction constitutes a potentially significant a pact to aquatic wildlife species, including special-status fish species such as steelhead and sensitive native species such as the Olympia oyster. Water quality degradation could also negatively pact eelgrass beds if they oc in the OPSP area. Due to the ecological • portance of these aquatic habitats and sensitive resources, such • pacts would be potentially significant. Mitigation Measure Bio-3a: Incorporate Best Management Practices for Water Q lity Du • g Cons a ction. The Plan shall incorporate Best Management Practices (131\11 for water q ,lity to e • pacts in the s o a ding wetland en • o a ent, sloughs and channels, and the San Francisco Bay d a • 1 g cons outlined the Sto the folio 1: tion site(s) and description of existing site conditions 1 ance criteria, monito ction. These B s shall include n erous practices that ' be water Pollution Prevention Plan (S 'PP), including, but not sted to, tion measures: g methods, data 1. No equipment will be operated in live flow in any of the sloughs or cha els or ditches on or adjacent to the site. 2. No debris, soil, silt, sand, bark, slash, sawdust, cement, concrete, washings, petroleum products or other organic or earthen te • 1 shall be allowed to enter into or be placed where it may be washed by r, • a fall or off into aquatic or wetland habitat. 3. Standard erosion control and slope stabilization measures will be req ed for work perfo ed in any area where erosion could lead to sea entation of a waterbody. For ex ple, silt fencing be installed just outside the 'ts of grading and cons a ction in any areas where such OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -27- EXHIBIT A — CEQA FINDINGS activities will occur upslope from, and wi silt fencing will be inspected and m t ed regularly throughout the duration of cons ction. 4. Machinery will be refueled at least 50 ft from any aquatic habitat, and a spill prevention d response plan will be developed. All workers • be info ed of the portance of preventing spills and of the appropriate meas s to take should a spill occur. •• PAGE 21 50 ft of, any we d, aquatic, or marsh habitat. -28- Mitigation Measure Bio-3b: N •• e Soil Dis bance Adjacent to Wetl, d and Marsh Habitat. To the extent feasible, soil stockpiling, equipment staging, cons ction access roads, and other intensively soil-dis bing activities shall not occur" ediately adjacent to any wetlands that are to be avoided by the OPSP. The • "ts of the cons • ction area shall be clearly demarcated 1 th En onmentally Sensitive Area fencing to avoid inadvertent dis bance outside the fence d cons • ction activities. Finding: Implementation of as u tion measures Bio-3a and Bio-3b would reduce indirect " a pacts to water q "ty and sensitive habitats from cons a ction-period increases in bidity to a less-th signifi level through a• ation of soil disturbance adjacent to these habitats and plementation of best management practices for water quality d cons a ction. Impact Bio-4: Operational Sto • water Impacts on Wetlands d a Tidal Cha a el. Installation of sto water outfalls from the buildings to be cons • cted in the southwestern part of the site shall outfall into vegetated swales that are to be cons • cted just upslope from the wetlands and tidal ch. • lel that fo the southwestern bo dary of the site. If these swales are not adequately constructed, there is some potential for excessive erosion or the release of untreated off into these wetlands and tidal wat . Due to the value of wetland habitats to the ecology of the Bay's aquatic habitats and the value of these aquatic habitats to a variety of fish, benthic organisms, and other species, degradation of water quality or wetlands would be a potentially significant pact. Mitigation Measure Bio-4: Ensure Adequate Sto water R -off Capacity. Increases in sto •• water run-off due to increased hardscape shall be • tigated through the construction and tenance of fea es designed to h die the expected increases in flows and provide adequate en • dissipation. All such fea es, including outfalls, shall be re y m tnined to ensure continued function and prevent failure follo g cons a ction. Finding: Implementation of • tion measure Bio-4 would reduce indirect ' pacts to we and aquatic habitats related to sto at water outfalls to a less-than-s' cant level through ass adequate capacity and te • ce of the sto water system. Impact Bio-6: Dis bance of Special-Status Nesting Birds. Cons • ction-related noise and ac ty could dis b or displace special-sta breeding birds. The number of nesting individuals that could be disturbed is very small, and the OPSP's • pacts would not substantially reduce regional populations of special-status bird species, , d thus these pacts do not meet the CEQA s dard of ha g a substantial adverse effect on these species. However, the loss of any active nests of protected birds would be in violation of federal and state laws, thus this pact would be considered potentially s*:, "ficant. 1 Mitigation Measure Bio-6: Pre-Cons • ction Nesting Bird S ey. Pre-construction s eys for nes a • • birds protected by the y story Bird Treaty Act of 1918 and/or Fish and G se Code of Califo as wi a 100 feet of a development site in the OPSP area shall be conducted if cons m ction • • 1 • , • • OYSTER POINT SPECIFIC P AND PHASE 1 PROJECT EXHIBIT A — CEQA FINDINGS co ences d g the avian nesting season, between February 1 and August 31. The s ey should be dertaken no more than 15 days prior to any site-dis bing activities, including vegetation r oval or grading. If active nests are fo d, a qu, ed biologist shall det • e an appropriate buffer in consideration of species, stage of nesting, location of the nest, and type of cons ction activity. The buffers should e m t. • ed until after the nes gs have fledged and left the nest. Finding: Implementation of pre-cons • ction nesting bird s eys as called for in Mi • tion Measure Bio-6 would reduce the pacts related to dis bance of nesting special-status birds to a les s-than-s• • ficant leveL Impact Bio-7: Cons ction-Period Dis bance of B owing Owls. Burro owls could potentially b ow in grassland habitats d/or use crevices in shoreline riprap as temporary refugia. Due to the marginal na e of habitat on the site, and the c ent lack of suitable breeding sites in the fo • of gro d sq el b ows, the OPSP will not result in a significant loss of burro • g owl habitat Nevertheless, any loss of b o , • g owls or fertile et s, any activities resulting in nest abando ent, or the des II ction of oc significant • pact under CEQA due to the regional r, ii of the species and dec g na e of its populations. Mitigation Measure Bio-7a: Pre-cons ction Burro g Owl S eys. Pre-cons ction s eys for b o , • g owls shall be completed in potential habitat in confo ance 4 th the Califo B o g Owl Consortium protocol, no more th 30 days prior to the s , of cons ction. If no burro g owls are located d g these s eys no additional action would be warranted. However, if b o • g owls are located on or • ediately adjacent to the site, • tion measures Bio-7b and Bio-7c shall be • plemented. Mitigation Measure Bio-7b: Buffer Zones. For burro g owls present d • g the non-breeding season (generally 1 September to 31 Jan ry), a 150-ft buffer zone shall be m ed around the occupied burrow(s) if practicable. If such a buffer is not practicable, then a buffer adequate to avoid injury or mortality of owls shall be m • t, ed, or the birds shall be evicted as described for Mitigation Measures Bio-7c, below. D • 1g the breeding season (generally 1 February to 31 August), a 250-ft buffer, • • which no new activity shall be pe • •ssible, shall be - i t • ed between OPSP activities and occupied b ows. 0 is present on site after 1 February shall be ass • ed to be nesting unless •dence indicates othe •se. 's protected buffer area shall rem • in effect til 31 A st, or based upon monitor g evidence, until the young owls are foraging independently or the nest is no longer active. Mitigation Measure Bio-7c: Passive Relocation. If cons ction will directly pact occupied burrows, eviction of owls should oc outside the nesting season to prevent inj or mortality of individual owls. No burrowing owls shall be evicted from burrows d • g the nesting season (1 February through 31 A st) unless evidence indicates that nesting is not actively oc • g (e.g., because the owls have not yet be • nesting early in the season, or because yo g have already fledged late in the season). Relocation of owls d • g the non-breeding season shall be perfo ed by a qualified biologist using one-way doors, which should be installed in all b ows wi the • pact area and left in place for at least two nights. These one-way doors shall then be removed and the b ows backfilled • ediately prior to the 'tiation of grading. Finding: With • plementation of Mitigation Measures Bio-7a through Bio-7c, pacts related to dis b ce of b o • g owls would be reduced to a less-than-s s ficant PAGE 22 pied burro • • g owl b -29- ows would constitute a potentially OYSTER POIN SPECIFIC PLAN AND PHASE 1 PROJECT IBIT A — CEQA FINDINGS Impact Bio-10: Increased Potential for Bird Strikes. Relative to the height of the e ting s a c es, several of the OPSP's proposed buildings will project higher, creating new, som hat larger obstacles along the flight path of a ating and foraging birds; Therefore, the OPSP could result in the creation of a n strike hazard for a 'grating. Although large-scale injury or mortality of birds due to collisions with buildings is not anticipated, because of the potential for such mortality to oc , the OPSP is considered to have a potentially significi t a pact to 4 : atory birds. Mitigation Measure Bio-10a: Lighting Measures to Reduce Impacts to Birds. D .1 g design of any building greater than 100 feet tall, the OPSP Applicant shall consult with a qualified biologist experienced with bird strikes a d building/lighting design issues to identify lighting-related meas es to a . • • • e the effects of the building's lighting on birds. Such measures, which may include the folio g and/or other measures, s be incorporated into the building's design and operation. • Use strobe or flashing lights in place of continuously b g lights for obstruction lighting. Use flashing white lights rather than continuous light, red light, or rotating beams. • Install shields onto light sources not necessary for traffic to direct light towards the gro d. • Extinguish all exterior lighting (i.e., rooftop floods, pe eter spots) not req ed for public safety. • When interior or exterior lights must be left on at night, the operator of the buildings shall ex • e and adopt alternatives to bright, all-night, floor-wide lighting, which include: [nstalling motion-sensitive lighting. • Using desk lamps and task lighting. • Reprogr g a ers. • Use of lower-intensity lighting. • Windows or window trea a ents that reduce tr Mitigation Measure Bio-1013: Building Design Measures to ua e Bird S ua e Risk. D g design of any'building greater than 100 feet tall, the OPSP Applicant shall consult with a qu a ed biologist experienced with bird strikes d building/lighting design issues to identify measures related to the external appearance of the building to • e the risk of bird strikes. Such measures, which may include the folio g and/or other measures, shall be incorporated into the building's design. • Use non-reflective tinted glass. • Use shall be plemented to the extent feasible. • dow 0 0 s to e dows visible to birds from the outside. • S sion of light out of the building • Use external surfaces/designs that "break up" reflective surfaces rather than ha g large, • te pted areas of surfaces that reflect, and thus may not appear noticeably different (to a bird) from, the sky. • - y PAGE 23 OYSTER POINT SPECIFIC PLAN AND PHASE PROJECT -30- EXHIBIT A — CEQA FINDINGS Finding: Implementation of the building design and lighting measures presented in • i t tion measures Bio-10a d Bio-10b • avoid , d • e • pacts to ating and foraging its as a result of increased bird strikes and the • pact be reduced to a less-than-significant level. USACE). PAGE 24 2. Measures to avoid and habitats, and EFH • -31- Impact Bio-12: In-Water Construction Impacts on Essential Fish Habitat. Special-status fish species that oc in the OPSP vie ty and could potentially be • pacted by in-water cons a ction activities are the southern gre s von, the Central Califo 'a Coast steelhead, and the longfin smelt. Habitat for occasional dispersing individuals of all three species is s' ally located in open waters and estu e habitats of the S. Francisco Bay along the bo daries of the OPSP area. is a potentially significant pact. Mitigation Measure Bio Measures to Reduce Impacts on Essential Fish Habitat. The follo tigation measures, adapted from Amendment 11 of the West Coast Gro dfish Plan (P C 2006) and Appendix A of the Pacific Coast Salmon Plan (PFMC 2003), shall be a plemented d in-water cons ction activities unless modified by the federal p a g agencies (NMFS or Finding: Implementation of •tigation measures Bio-12 and Bio-3a would reduce • e adverse effects to special-status fish, birds, their 3. A review of all conditions and req ements of en o ental pe • •ts, reports, plans (i.e., USACE pe •ts) • Avoid, ce of Sahnonid ation Periods. In-water work when juvenile salmonids are moving through the Bay on the way to the open ocean or when gro dfish - • d prey species could be directly • pacted shall be avoided. Because steelhead are poteni, y present, the allowed dredge dow for this area of the San Francisco Bay is June 1 through November 30. All in-water construction shall occur d i g this • dow. If completion of in-water work wi • this period is not feasible due to sched • g issues, new ; • • g guidelines shall be established and sub • •tted to the NMFS and CDFG for review and approval. Worker Tr, • g. Personnel involved in in-water cons • ction and deconstruction activities shall be tr, • ed by a qualified biologist in the • • portance of the m. e en • o ent to special-status fish, and birds and the en o ental protection measures put in place to prevent • pacts to these species, their habitats, d EFH. The tr, g shall include, at a • • the folio g: 1. A review of the special-status fish and sensitive habitats that could be fo • d m work areas Avoidance of Areas of Wetland and Aq tic Vegetation. All cons a ction equipment used in conj ction *th in-water work (pipelines, barges, cranes, etc.) shall avoid wetlands, rshes, and areas of sub-aquatic vegetation (including eelgrass beds). pacts to essential fish habitat to a less-than-significant level through avoid, ce of s onid • 'gration periods and wetland and aquatic vegetation, appropriate worker tr, ig, and tation of best management practices for water q ty d ; g cons a ction Mi u tion Measure Bio-3a would also reduce • pact Bio-12 through • • plementation of Best Management Practices for water quality d a g cons a ction. OYSTER POINT SPECIFIC PLAN AND PHASE PROJECT 6. 7. 8. 9. 10. EXHIBIT A CEQA FINDINGS Impact Bio-13: Percussive In-Water Cons • ction Noise and Special-Status Fish. If in-water cons s ction is dertaken and includes jackha • e • g, pile-driving or other in-water percussive activities, pressure waves could cause negative behavioral, psychological and physiological effects that could disturb, injure or kill special-status fish or m e m .als. Due to the n ber of fish that could be present near in-water cons • ction areas, the potential presence of special-sta fish, and the sensitivity of marine , u • als such as harbor seals d Califs a sea lions, such pacts are potentially significant. Mitigation Measure Bio-13a: Incorporation of Design Considerations that e the Need for Per sive Cons ction Techniques. If progra atic OPSP e1 uu ents after the Phase I Project include in-water construction of s a c es that req • e percussive techniques, s c e design shall adhere to the following p s ciples to the greatest extent practicable: 1. reco 0 0 PAGE 25 Engineer structures to use fewer or s .11er piles, where feasible, and preferably, solid piles 2. Design structures that can be installed in a short period of • e (i.e., d g periods of slack tide when fish movements are lower). 3. The City, with consultation from a qualified biologist who is fa ar *th . e biology, s review the final plan design to ensure that these design req - • ents have been incorporated into the plan. Mitigation Measure Bio-13b: Per ssive Noise. If progr atic OPSP elements include cons • ction of struc es that req e per ssive techniques, cons ction activities shall employ the follo • g techniques to the greatest extent practicable. 1. Drive piles with a vibratory d ice instead of an pact It cushio • g block between the h, er and the pile. • 2. Restrict dri • g of steel piles to the June 1 to November 30 work dow, or as othe se ended by the NMFS • 1g of concrete piles would not be subject to this condition). 3. If steel piles must be driven « th an pact h, • er, shall be installed to disrupt sound wave propagation, or the area aro d the piles b - g driven shall be dewatered using a coffer d • . The goal of either measure is to disrupt the sound wave as it moves from water into 5. Use of f- er piles, or s • ation of Construction Tools and Techniques that appe a g to create the most is pact at a given size -32- Dri. • g piles when species of concern are absent Use of a vibratory h er rather than an pact h Use of a cushio g block between ha er and pile Use of a confined or s confined air bubble cur • g piles d g periods of reduced currents er • er if feasible, and use a er piles, or a different type of pile, •th hollow steel piles 4. If . curt is used, a qualified biologist shall monitor pile driving to ensure that the is functio g properly d OPSP-generated sound waves do not exceed the threshold of 180183-decibels g crating 1 • =pascal (as established by NMFS guid" ehr• lesthe Fisheries Hydroacoustic Working Group; 2008). This shall req e monito a of in-water so d waves d pile driving. U0 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT EXHIBIT A CEQA FINDINGS Finding: Implementation of special-status fish and marine ma less-than-s 't • cant levels by and cons • ction techniques. Impact Bio-14: In-Water Cons • ction Dis bance of Olympia Oyster Beds. There is a known population of Olympia oysters at Oyster Point. In-water cons • ction activities, including activities at the m, •• a and along the shoreline, could potentially • pact oysters through the removal of substrate suppor a og oysters, smother of oyster beds sth fill, or degradation of water quality. Such oysters, including their larvae, provide food, refugia, and attachment sites for a n • ber of aquatic organisms and filter nutrients and pollutants from the water. As a result, these oysters perfo a valuable function to the Bay ecosystem, and • • pacts to oysters from in-water construction activities are potentially significant. Mitigation Measure Bio-14a: Avoidance of Suitable Oyster Habitat. To the greatest extent practicable, OPSP activities shall avoid remo • •g or disturbing riprap and other rocky substrates that serve as suitable oyster habitat. If • pacts to oysters and their habitat are avoidable, measures Bio- 14b and Bio-14c shall be • • plemented. Mitigation Measure Bio-14b: Native Oyster Surveys. A detailed s ey for native oysters shall be conducted in all suitable substrates • • • the OPSP area. This s ey shall be conducted by a quail e oyster biologist at low tides that expose the ma amount of substrate possib1e . eys can be conducted at any u • e of year, but late su • er and early fall are op •• al because newly settled oysters are detectab1e s s ey shall occur before any cons • ction wi aquatic habitats takes place to establish a baseline condition. If few or no oysters are observed on hard substrates that would re . • in place after cons • ction, no further •tigation is req • ed. PAGE 26 •tigation measures Bio-13a and Bio-13b would reduce pacts to al species due to percussive in-water cons ction activities to ing percussive noise through utilization of appropriate design • Mitigation Measure Bio-14c: Replacement of Suitable Oyster Habitat. If more than 100 oysters would be removed or are in areas where cons ction-generated see • ent settle out onto the oysters, compensatory •tigation shall be provided by the OPSP Applicant at a • • 1:1 ratio. The OPSP Applic. t shall ret. • a qualified oyster biologist to develop an Oyster Restoration Plan that shall be revi- ed and approved by the City. This Pl. shall include site selection, substrate installation, and monito a g procedures, and include the follo • g components (unless othe • e modified by NMFS): 1. A suitable site for installation of replacement substrate would be one with adequate daily tidal flow, a location that would not be affected by In. • tenance dredging or other routine ma •• a m ten ce activities, and one that is lacking in appropriate settlement substrate. A location outside of the breakwaters or in association with any eelgrass • •tigation sites would be appropriate. 2. Although oysters may settle on a variety of materials, the most appropriate for restoration purposes is oyster shell. s is typically installed by placing the shell into mesh bags that can then be placed in piles on the seafloor of the • • • tion site Enough shell shall be installed under the guidance of a qualified oyster biologist to . ke up for the loss a ;butable to the OPSP. Mi * tion shall occur after cons • ction of all in-water el ents of the OPSP. 3. The restoration site shall be monitored on a tegalar basis by a qualified oyster biologist for a • • • • of two years, or til success criteria are achieved if they are not achieved two years. Monito • g shall involve routine checks (bi-monthly d • g the ter and monthly d g the sp • g and s er) to evaluate settlement, growth, and s val on the •tigation site. Success shall OYSTER POINT SPECIFIC P -33- AND PHASE 1 PROJECT EXHIBIT A — CEQA FINDINGS be dete ed to have been achieved when settl statistically significantly different between the 1. 2. Install se ent • 1 Such PAGE 27 Conduct all in-water work d • ent and s tion site an Fin • : Mitigation Measure Bio-3a would also reduce pact Bio-14 through plementation of Best Management Practices for water quality d g construction. With ple entation of • # tion measures Bio-14a through Bio-14c and Bio-3a, the • pacts to related to in-water construction dis bance of Olympia oyster beds would be reduced to a less-than-significant 1- , el by plementing Best Management Practices for water quality, iden; i oyster populations, avoiding suitable habitat where possible and replacement of suitable habitat when avoidance is not feasible. Impact Bio-15: Increased Turbidity a g In-Water Construction and Eelgrass Beds. In-water construction activities that result in increased bidity could potentially result in adverse effects to e s by cove * g eelgrass with se. • ent. Because eelgrass beds provide nursery habitat for a v, • -ty of fish species, they are very • portant to the Bay ecosystem, and * pacts to eelgrass beds are thus potentially significant. Mitigation Measure Bio-15a: Water Quality Best Management Practices for Eelgrass. In addition to the water quality BMPs described above in Measure Bio-3a, the follo g BMPs shall as pacts to any eelgrass beds in the OPSP area. g periods of eelgrass do a fancy (November 1-March 31) [Note: the majority of this period conflicts *th the period d g which in-water activities should not oc to avoid pacts to s • onids; only the period Nov ber 1-30 would avoid I pacts d g sensitive periods for both a.] s around the worksite to If these BMPs are not feasible, or if OPSP activities will occur in aq tic areas outside of the tion measures 15b and 15c shall be undertaken. Mi * tion Measure Bio-15b: Eelgrass S ey. Prior to . y construction activities in aquatic habitats, a s ey for eelgrass beds or patches shall be conducted No. 750 ft of expected aq . tic construction activities. The ey s , be conducted by a biologist(s) f ar 'th eelgrass id- tification and ecology and approved by NMFS to conduct such a s ey. S ey methods shall employ either SCUBA or sufficient grab samples to ensure that the bottoin was adequately inventoried. The s ey shall occur between August d October and collect data on eelgrass distribution, density, and depth of oc ence for the s ey areas. The edges of any eelgrass beds or patches shall be mapped. At the conclusion of the s ey a report shall be prepared do s enting the s ey methods, results, and e ss distribution, if any, wi • the s ey area This report shall be sub • Itted to NMFS for approval. If OPSP activities can be adjusted so that no direct pacts to eelgrass beds would occur, no # et a 'figation would be req ed. If direct pacts to eelgrass beds c ot be avoided, the follo • g measures shall be pi- • ented. 1 11 'val rates for oysters are not th populations b -* g pacted. e se ent transport Mitigation Measure Bio-15c: Comp id satory Eelgrass Mitigation. If direct ' pacts to eelgrass beds c • • ot be avoided, compensatory • u tion shall be provided in confo ance *th the Southern Colifo ui a Eelgrass Mitigation Policy. Mitigation shall entail the replacement of pacted eelgrass at a 3:1 (ss *tigation: * pact) ratio on an acreage basis, based on the eelgrass mapping described in tion measure 8B above, and detailed designs of the feature(s) that would pact eelgrass beds. •tigation could occur either off site or on site (NMFS 2005b). Off-site 'tigation could be OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -34- EXHIBIT A — CEQA FINDINGS achieved through distribution of a sufficient • o t of funding to allow restoration or enhancement of eelgrass beds at another location in the Bay. If this option is selected, all funds shall be distributed to the appropriate state or federal agency or restoration-focused non-gover ental agency (i.e., CDFG restoration fund, Califo Coastal Conservancy, Save the Bay, etc). The OPSP Applicant shall provide written evidence to the City that either a) compensation has been established through the purchase of a sufficient n • ber of • a tion credits to satisfy the •tigation acreage req • ements of the OPSP activity, or funds sufficient for the restoration of the •"!, tion acreage req • ements of the OPSP activity have been paid. These funds shall be applied only to eelgrass restoration • the Bay. If on-site 'tigation is selected as the appropriate option, the OPSP Applicant shall ret a qualified biologist fa • at with eelgrass ecology to prepare and plement a detailed Eelgrass Mitigation Pl. . Unless othe *se directed by NMFS, the Eelgrass Mi. tion Plan shall follow the basic outline and cont. • all the components req • ed of the Southern Califo • Eelgrass Mitigation Policy (as revised in 2005), including: identification of the •tigation need, site, transplant methodology, *tigation extent (typically 3:1 on . acreage basis), monito • g protocols (including frequency, staffing, revie • g agencies, duration, etc), and success crite • .. A draft Eelgrass Mi • tion Plan shall be sub • •tted to NMFS, for its review and approval prior to • plementation, •th a copy to the City. Once the plan has been approved, it shall be • • plemented in the follo g appropriate season for transplantation. Restored eelgrass beds shall be monitored for success over a 5-year period. Finding: Mitigation Measure Bio-3a would also reduce pact Bio-15 through • plementation of Best Management Practices for water quality d g cons • ction. With • plementation of tigation measures Bio-15a through Bio-15c and Bio-3a, the • pacts to related to in-water construction dis b ce of eelgrass beds would be reduced to a less-than-significant level by • plernenting Best Management Practices for water quality, additio .1 Best Management Practices for eelgrass, and if necessary, conducting eelgrass s eys and replacement when avoidance is not feasible. • Impact Cul e4: Dis bance of Unidentified Paleontological Resources, Archaeological Resources or H an Rem s. D ; g earth-mo • g activities at the OPSP site, it is possible that Identified paleontological resources, archaeological resources or h an rem s could be covered and clis bed. PAGE 28 Mitigation Measure Cul e-la: Halt Cons Mi tion. In the ent that y previously • dentified paleontological or archaeological resources are uncovered d •• • g site preparation, excavation or other cons ction activity, all such activity shall cease ta these resources have been evaluated by a qualified paleontologist or archaeologist and specific • •tigation measures can be • plemented to protect these resources. ction Activity, Evaluate Find and Implement Mitigation Measure Culture-lb: Halt Cons • ction Activity, Evaluate Find and Take Approp a te Action in Coordination with Native American Heritage Co • ssion. In the - ent that any h an s are uncovered d • g site preparation, excavation or other cons ction activity, all such activity shall cease til these resources have be evaluated by the County Coroner, and approp • te action taken in coordination •th the Native American Heritage Co ssion. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -35- • EXHIBIT A - CEQA FINDINGS Fin • g: Incorporation of associated 'th possible dis resources or Identified h Impact Geo-2: Seis c Gro d Shaking. There is a high probability that the proposed development be subjected to strong to violent ground shaking from e. quake d g its design life. Strong to violent seis fc gro d sh i g is considered a potentially • sficant pact. 1$ , • • PAGE 29 compliant • 111: tion measures Culture-la d Cul e-lb reduce the pacts b ce of unidentified paleontological resources, archaeological re , s at the OPSP site to a level of less th, significant. Mit tion Measure Geo-2a: Compliance with Calif° 'a Building Code. OPSP development s meet mg ements of the Califo Building Code, including the California Building Standards, published by the International Conference of Building Officials, and as modified by the endments, additions and deletions as adopted by the City of South San Fr, cisco, Califo Incorporation of seis • 'c cons a ction standards reduce the po tial for catastrophic effects of gro d sh g, such as complete s • c al failure, but will not completely e ate the hazard of seis 'cally induced gro d sh i mg. Mitigation Measure Geo-2b: Compliance with a design-level Geotechnical Investigation report prepared by a Keglstered (theotecbmcaI ngineer and with • c a estgn ans as prepared by a Registered S c al Lic sed Professional Engineer. Proper fo • dation enginee g and cons • ction shall be performed in accordance with the reco endations of a Registered Geotechnical Engineer and a Registered S c al Licensed Professional Engineer. The s a c al ee a g design, with suppo 1 • Geotechnical Inves a t tion, shall incorporate seis 'c par eters th the Calif° 'a Buil• • Code. Mitigation Measure Geo-2c: Ob • a building per • - t The OPSP applicant shall obt a building pe • 't through the City of South San Francisco Building Division. Plan Review of planned buildings d structures shall be completed by the Building Division for adherence to the seis • lc design 't for pla • ed co • ercial . • d industrial sites in the East of 101 area of the City of South S Francisco. According to the East of 101 area plan, Geotechnical Safety Element, buildings shall not be subject to catastrophic collapse der foreseeable seis • `c events, , • d will allow egress of oc pants in the event of da . ge following a strong earthquake. Fin' • . Confo ty - th tion measures Geo-2a, -2b and -2c would reduce the pact of strong seis - c ground shaking to a level of less-than-signific, t through compliance with applicable regulations and a design-level geote • - cal investigation. This applies to the entire OPSP, including the Phase I Project. Impact Geo-3: Liquefaction, Densification, and Ground Surface Settlem t. The Association of Bay Area Gove • ents identifies the OPSP area as an area of high hazard for liquefaction. However, based on the subsurface data obtained from the pr - ous drilled bo • gs at Oyster Point (noted above among the references reviewed), the existing Ian' a i ,te ,1s, residual soils, Bay Mud, d Franciscan Complex bedrock have a low potential for liquefaction. Therefore, damage due to liquefaction at Oyster Point is considered low. It should be noted that the landfill is contained by soil dikes along the water-side site pe ; •• eter. These pe a • eter dikes are reported to have been cons cted of Bay Mud, which has low potential for liquefaction. Prior to n site developm- t, geotechnical studies shall be de , en to con the material types used in the cons • ction of the p eter dikes to verify the ass • ed low potential for liquefaction. Liquefaction or densification of soils composing or derlying the pe i eter dikes could result in settl ent and • „ • OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -36- EXHIBIT A — CEQA FINDINGS differential settlement of site provements including buildings, pavements, and utilities and pose a threat to h an health. The potential for liquefaction of pe u eta dike soils is considered a potentially signific. t • pact. Mitigation Measure Geo-3a: Compliance with reco • endations of a Geotechnical Investigation and in confo • ance with Structural Design Plans. A design-level Geotechnical Investigation shall be prepared for the site under the direction of a Califo • , Registered Geotechnical Engineer and shall include analysis for liquefaction potential of the site soils, particuiariy in the pe eter dikes. Proper fo dation enginee • g and cons • ction shall be perfo • ed in accordance 'th the reco endations of the Geotechnical Investigation. The Geotechnical Inves a tion shall be reviewed and approved by the City's Geotechnical Consul t and by the City E ngineer. Registered S c al Engineer shall prepare project s • c al design plans. S • ctures shall be designed to reduce the effects of anticipated seis c settlements. The Geotechnical Engineer shall review the S c al Design Plans and provide approval for the Geotechnical elements of the plans. The design plans shall identify specific •tigation measures to reduce liquefaction potential, if the potential for liquefaction is found to exist, or other ground failure modes such as lateral spreading, seis a •c densification or stability of the pe ; eter dike slopes. Mitigation meas es may include gro d provement by methods such as stone col I s or jet grouting. Mitigation Measure Geo-4: Compliance Mitigation Measure Geo-3b: Obt. • a building pe t. The OPSP applicant shall ob , a building pe 't through the City of South San Francisco Building Division. Plan Review of pia ed buildings and structures shall be completed by the Building Division for adherence to the seis • c design criteria for planned co ercial and indus mul sites in the East of 101 area of the City of South San Francisco. According to the East of 101 area plan, Geotechnical Safety Element, buildings should not be subject to catastrophic collapse under foreseeable seis ec events, d will allow egress of occup ts in the event of damage folio g a strong earthquake. Finding: Confo ty th • tion measures Geo-3a and 3b would reduce the pact of liquefaction or densification of soils composing or underlying the pe • eter dikes to a level of less- than-s 'ficant. This applies to the entire OPSP, including the Phase I Project. Impact Geo-4: Pe a eta Dike Stability. Based on a revs , of available subsurface info tion, the dikes that s ound the site are ass ed to be cons • cted p ; arily of cohesive soils derived from Bay Mud. Slope stability of the p • eter dikes is critical to the integrity of the site. Slope stability of the dikes is controlled p a • arily by the strength of the . terials used in dike construction and of the soils on which the dikes are fo ded. Prior to new site development, geotechnical studies s hali be dertaken to con • the material types used in the cons • ction of the pe • eter dikes to verify that the slopes meet • criteria for stability der both static and seis • c conditions. Failure of the pe ; eter dike slopes could result in settlement and differential settlement of site • provements including buildings, pavements, and utilities and pose a threat to h an health. In the absence of evidence that demonstrates adeq te stability of the pe • eter dike slopes • der both static and seis 'c conditions, stability of the pe s eter dike slopes is considered a potentially significant • pact. •th reco • endations of a Geotechnical Inves • „ tion. A design-level Geotechnical Inves • . tion shall include an eval tion of static stability and seis c stability under a design gnitude earthquake event. Seis • 'c analyses shall include pseudo-static analyses to es • • ate pe ent slope displacements due to earthquake motions. The Geotechnical Engineer shall prepare reco • endations to . tigate potential slope instability, if slope stability PAGE 30 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -37- problems are identified. Mi. tion measures may include ground stone col s or jet grouting. Design-level Geotechnical Inves pr ary and final design stages and will con p • eter dikes to verify that the slopes meet seis a c conditions. Knowledge of the stability of the pe eter dikes will guide the selection of any fu e measures to a atigate y defici cies identified in the pe ; eter dike. EXHIBIT A — CEQA FINDINGS Finding: Implementation of these • atigation measures will reduce the gro d failure d seis • ac slope stability to a less-than-significant level. OPSP, including the Phase I Project. • Impact Geo-5: Variable Subsurface Conditions and Selection of Fo • dation Types and Depths. Geotechnical considerations for the selection of alternative fo • dation types for the site include the follo g: ▪ The presence of Bay Mud, landfill waste and other area fill over most of the proposed building footp t areas; *V, • g thicknesses of Bay Mud, landfill waste and other fill; PAGE 31 Sloping bedrock surface; and • Presence of possible paleochannels in the north/northwest portions of the site. These va • ble subsurface conditions will influence the design, perfo nce and constructability of fo dation systems for the proposed buildings and are considered a potentially significant pact. Mitigation Measure Geo-5a: Deep Foundations. Because of the gnitude of expected seta:lll ent of Bay Mud soils and waste fill materials that would oc der new building loads, the OPSP applicant must consider the use of deep fo dations such as driv piles. Specific reco • endations for suitable deep fo dation alternatives and required penetrations will be provided d ig the course of a design-level geotechnical inves e lion and will depend on factors such as the depth and hardness of the underlying clays, sands or bedrock, d the corrosivity of the waste materials and Bay Mud soils. Suitable deep fo dation types may include driven precast, prestressed concrete piles or driven closed-end steel pipe piles - th the interior of the pile filled th concrete after dri g. 1 material types used in the cons ction of the • crit a # for stability under both static and provernent by methods such as tions shall be completed d 11 g pact of seis cally-induced as applies to the entire Deep fo dations shall tend through all waste • teri2ls d Bay Mud and be tipped in derlying stiff to hard clays, dense sands or weathered bedrock. Wh waste and Bay Mud soils derlie the site, wall and col • loads as well as floor slabs shall be fo ded on deep foundations. Settlement of properly-designed and constructed deep foundation el ents is typically less than about one-half inch. The majority of settlement typically occurs d g cons ction as the loads are applied. Where landfill waste and Bay Mud are not present (possibly at extreme western and northwestern edges of the site) d competent soil or bedrock are present near the gro d surface (wi about 5 feet of f shed grade elevation), shallow foundations such as footings or mats # y be appropriate fo dation types, as dete ed d g the course of a design-level geotechnical investigation. Where proposed s a c es straddle a transition zone between these conditions, a comb* tion of shallow and deep fo dations may be req • ed. Any transition zones shall be identified d a g site-specific geotechnical investigations for pr • ary and final desi. s. OYSTER POINT SPECIFIC PLAN AND PHASE I PROJECT -38- EXHIBIT A — CEQA FINDINGS Mitigation Measure Geo- 5b: Pres g and/or Pile Configuration. Piles either shall be pre ed through the fill and landfill terials to protect the piles from d • age due to unknown mat s, to reduce pushing waste material deeper, and to reduce pile ali ent problems or shall have a pointed tip configuration. The • If a drill is used, it should only loosen and break up in-place obstructions that may cause pile damage. D • g recent subsurface investigations reported by Treadwell & Rollo (2009b) obs ctions including concrete rubble was encountered throughout the Landfill area, particularly in the northern end of the site. Even 1 .th pre s u g, precast concrete piles could be damaged d g installation at a 1, dfill site such as Oyster Point. For pre • • ary p purposes, a precast concrete pile breakage rate du g installation of 10 to 15 percent may be considered applicable. Piles us have to include pointed tip configurations to avoid pushing 1. dfill waste downward. These configurations are typically readily acco • odated by pile dri • g contractors. PAGE 32 tion in dri Mitigation Measure Geo- 5c: Indicator Pile Program. Prior to specifying the lengths of the production piles, drive indicator piles at the s c e sites in order to observe the dri • g characteristic of the piles . • d the ability of the cid • g equipment when a driven pile is used. The drip g criteria and pile length of production piles shall also be es a ated from the info ation obt. • ed from driving of the indicator piles. The contractor shall use the s e equipment to drive both the indicator and production piles. Indicator pile lengths and locations shall be selected by the Geotechnical Engineer, in conjunction with the S c al Engineer and Contractor after the foundation plan has been finalized. The indicator pile program serve to establish in or tion on the follo Es a ates of production pile lengths; • Drivability of production piles; Perfo ance of pile dri • g equipment; d -39- g • resistance relative to depth and location of piles. Finding: Implementation of these tigation measures will reduce the • • pact of v able subsurface conditions on the cons ction and perfo lance of fo dations to a less-than-significant level. s applies to the entire OPSP, including the Phase I Project. Impact Geo-6: Drag Load on Deep Foundations. The landfill wastes • d the derlying Bay Mud are se • g due to consolidation and on-going decomposition-induced settlement of the wastes. Deep foundations (piles) extend through the waste and Bay Mud layers • d into derlying terials that are relatively incompressible. The settlement of the waste and Bay Mud around the piles tend to move downward relative to the pile. s settl - ent will acc ulate a drag load on the pile element, which depend on the material laye a g and thickness, pile length and load on the pile. On-going settlement of Bay Mud soils d waste mate • .1s is considered a potentially significant pact. Mitigation Measure Geo-6: Account for Drag Load on Deep Fo dations. The Geote 'cal Engineer shall acco t for acc • ulation of drag load in the s c al design of the deep fo dations elements (piles). OYSTER POINT SPECIFIC PLAN AND PHASE PROJECT EXHIBIT A — CEQA FINDINGS Finding: Implementation of this as stigation measure will reduce the pact of drag load on the perfo ance of deep foundations to a less-than-s ficant level. This applies to the entire OPSP, including the Phase I Project. Impact Geo-7: Landfill Gas Entry into Buildings. Cons ction of buildings over the landfill cap could allow landfill gas to acc ulate beneath building floors d pe eate into the building interiors. Landfill gas ac a ulation inside buildings and at the building-soil interface y adversely affect the health and safety of building occupants. Ac mulation of landfill gas beneath and inside s a C es is a potentially significant • pact. Mitigation Measure Geo-7: Incorporate Systems for Landfill Gas Control. Measures for the control of landfill gas shall be included in building design. Measures for the control of landfill gas typically include a collection system, floor slab shielding and interior alarms. Finding: Implementation of a lan a m gas control system reduce the pact of landfill gas at the building-soil interface to a level of less-than-significant. s applies to the entire OPSP, including the Phase I Project. Impact Geo-8: Landfill Waste Materials and Bay Mud. Placement of additional fill or other new loads at the site will result in additional site settlement due to consolidation settlement of the Bay Mud soils and the compaction d decomposition induced settlement of submerged waste and waste above gro dwater. Due to the generally heterogeneous na e of the landfill, differential settlement of the soil cap will be on-going This differential settlement can dis pt dr age patterns d cause d a -ge to pavements, derground utilities d soil-supported s a c es. The gnitude of new settlement in response to additional fill • depend on the thickness of the fill, the lateral extent, and the c t thickness of the soil cap. For es ; a ling purposes, settlements on the order of 3 to 5 inches for ery foot of new fill should be anticipated. Settlement due to the pres ‘4, ce of unstable soil, waste and Bay Mud is a potentially s a i cant pact. •11 PAGE 33 fo ded on deep foundations ext Geotechnical Inves a tion report. Mitigation Measure Geo-8a: Avoid Significant New Loads on Landfill Waste and Bay Mud. A design-level Geotechnical Inves tion shall include exploration to more thoroughly det • e the thi ess and areal extent of landfill waste and Bay Mud. To avoid indu • g additional settl- a ent to the settlement that is already on-going, grading plans shall include as little additional new fill as possible, and significant new sa c e loads or any s c es that are settlement-sensitive shall be ded below the Bay Mud, as reco aa a ended in the design-level All grading shall be p ed to avoid penetrating the landfill cap and to reduce the a 0 t of long-t- settlement in response to new fills. Because the Bay Mud and waste across most of the site are still se a g der the weight of existing fill and waste decomposition and will settle more • der new fills, additional settlement should be expected, with the creation of localized low-lying surface areas. Exis ; g low areas shall be corrected du g site grading to allow for proper ge. Long-te • tenance p • g for the development shall also include provisions for p - .0 odic grading to correct dr, ge problems and prove site grades, as outlined in the Disposition and Development Agreement. rhe Geotechnical Engineer will reco end other site-specific reco a endations based on the results of the design-level Geotechnical Investigation to te on-going settlement and any additional settl ent to be expected in response to new development. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -40- EXHIBIT A — CEQA FINDINGS Mitigation Measure Geo-8b: Design Building-Soil Interface to Allow Free Movement. The al Engineer shall provide that s c es not supported on deep fo dations not be s • c ally tied into pile-supported buildings, except as noted below, and shall be designed to allow free vertical movement between s c es. PAGE 34 Articulated tamps on walkways and building entrances at the interface betwe the pile and soil-supported areas can provide a smooth w ay over moderate differential settlements with some o t of . tenance. As the magnitude of the differential settlement increases, however, these ramps - y need to be rebuilt or realigned to acco t for the larger elevation differential. s' • ar ramps may also reduce differential settlements between driveways and pile-supported parking lots. Over • e, voids tend to form beneath pile-supported buildings due to on-going settlement of the landfill. Use of wall skirts around the building pe • eta will help to reduce the visual • • pact of these voids. -41- Finding: Implementation of these a tion measures will reduce the • pact of settlement and differential settlement of 1 dfill materials d Bay Mud soils on the perfo • ance of cons • cted site provements to a less-than-significant level. This applies to the entire OPSP, including the Phase I Project. Impact Geo-9: Hazardous Conditions D g Excavation and Following Cons a ction. Excavations extending into either the landfill cap or into the waste fill are expected to enco ter potentially hazardous conditions including poisonous and explosive gases. • s may be true in shallower excavations as well. This is a potentially signific t • pact d g and follo • g site cons ction activities. Mitigation Measure Geo-9a: Monito g and Testing. Special precautions shall be taken to monitor the safety conditions and to provide for the safety of workers in the area. Additionally, if excavations encounter water, this water shall be tested for conta • ants and may have to dergo specialized han a g, trea • ent and/or disposal if it is conta • • ated. A system to disperse methane d g construction shall be installed in or adjacent to the trenches. Mitigation Measure Geo-9b: Locate Underground Utilities in Soil Cap. To the extent practicable, the utilities shall be cons a cted in the soil 1. dfill cap to avoid direct contact of the utility lines and cons • ction workers •th the waste • te 1 .1. If cons ction of utilities in the waste material is necessary, proper design and cons • ction precautions shall be taken to protect the system and the workers from the corrosive and hazardous conditions of the waste. Mitigation Measure Geo-9c: Seal Trenches and Undergro d Struc es. Trenches and underground struc es shall be sealed to preclude gas in • sion. Typical types of se, g procedures include providing a low pe eability clay cover of 1 foot over the top of the pipe, or the utility trench be lined with a relatively e • pervious geomembr. e. Undergro d . nholes may be shielded from methane intrusion by plac ent of a membr, e aro d the outside of the s c e. To reduce gas gration off-site wi • the utility trenches, all trenches crossing the transition zone between the landfill and non-landfill portions of the property shall be sealed with a clay plug s o ding the pipe or other approved methods. In addition, plugs shall also be provided at the pe s' eters of buildings to reduce • •gration of gas through the utility trenches to beneath the buildings. Finding: Implementation of these • • tion measures reduce the • pact of hazardous conditions due to high landfill gas concentrations d a • g excavation and on the cons • cted OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT • EXHIBIT A — CEQA FINDINGS provements to a less-than- Project. Impact Geo-1O: Damage to Landfill Cap Due to Excavation. JO 7 natcavations for buildings, utilities d other derground struc es that extend into the landfill cap may result in da ge to the landfill cap. This would be a potentially s " s cant " pact on safety d Nag the continued perfo • ance of the landfill cap. PAGE 35 Mitigation Measure Geo-10: Provide For Continuity of Landfill Cap. Following planned landfill excavation and landfill cap rep, , the project Civil E :* eer shall req e that excavations for building foundations, utility trenches and other undergro d s c es be configured to m " continuity of the landfill cap. The specific configuration will depend upon the excavation depth and orientation to derlying wastes. However, a low-pe a eability layer of soil or a geomembrane properly tied to surto cling cap areas may be req ed. Finding: Provisions for landfill continuity of the landfill cap follo % a g planned landfill excavation and 1 dfill cap repair, designed by a q lified Civil Engineer, « reduce the • pact level of excavations into the landfill cap to less than significant. applies to the entire OPSP in the vi; "ty of the landfill, including the Phase I Project. Impact Geo-11: Stresses at Building Connections. Undergro d utilities will be subject to distress at building connection locations due to differential settlement. It is anticipated that the most cial sections of the utility lines will occur at the interface between the soil supported utility line and the pile supported buildings. At this interface differential settlements of several feet are possible. would be a potentially significant pact on the perfo ance of • dergro d Mitigation Measure Geo-11: Co on Trenches and Vaults. ere undergro d utilities are to be located in landfill areas, consideration shall be given to reduce 1g the n ber of utilities trenches by locating utilities in co on trenches to the extent practicable. In addition, vaulted systems shall be designed d m t ed at such interfaces that provide flexible d/ot expandable co a ections to the proposed buildings. In addition, the utility lines beneath buildings shall be suspended from "ficant level. This applies to the entire OPSP, including the Phase I hangers fastened to s a c al floor slabs. Finding: Impl - entation of these measures will reduce utility stresses at building co ections to levels less th , significant. However, even "th spe -1 design to • stigate the expected differential seal- • ent, extra m, tenance and rep be necessary on the utility lines located in the lan area. This applies to the entire OPSP, including the Phase I Project. d after cons ction • d on $ OYSTER POINT SPECIFIC PLAN AND PHASE i PROJECT -42- Impact Geo-12: Stresses in Utility Line Materials. Differential settlement will cause distress to the t- s used in derground utilities cons ction. On a landfill site the effects of differential settli41 ent are typically more severe th at a conventional site due to the generally higher levels of settlement that oc . Differential settlement is a potentially s": • cant " pact on the perfo • nce of dergro d utilities. Mitigation Measure Geo-12: Flexible Materials and Joints. Utility lines shall be cons cted of flexible pipe such as welded polyethyl e to acco odate differ tial settlement the waste terial and landfill cap. At the border of the landfill, where differential settlements are expected to be large, the utility lines shall be designed to allow for rotation. As « th b "ed utilities on a EXHIBIT A — CEQA FINDINGS conventional site, proper bedding and back geotechnical hives • tion report. Finding: Use of flexible materials and joints in dergro d utilities will reduce distress of the buried utilities to levels less than significant. However, even with special design to *•*t te the expected differential settlement, extra maintenance and rep , be necessary on the utility lines located in the landfill area. This applies to the entire OPSP, including the Phase I Project. Impact Geo-13: Disruption of Flow Gradient Differential settlement tend to disrupt flow gradients in gravity-flow sewers and sto dr, s. This is a potentially significant pact on the perfo • ance of these utilities. Mitigation Measure Geo-13: Increase Flow Gradient. The Civil Engineer shall consider increasing the flow gradient in sewers and sto dr, s so that differential settlements will not disrupt the flow. An alternative is to provide a p ping system that does not rely on gravity flow. Such measures reduce the pact of reduced flow gradient due to differential settlement to less than significant. This applies to the entire OPSP, including the Phase I Project. Finding: Detailed design of utilities, landfill gas shielding and collection systems, fo dation systems and floor slabs will require careful coordination among civil, en • o ental, s ctural and geotechnical consultants. Even with careful design and cons • ction, the need for utility m tenance will likely be greater than at a conventional site. Impact Geo-14: Soil Erosion. The OPSP would involve ss grading at a location that dr, s sto • water to the San Francisco Bay. Demolition of existing s • c es • d pavements could expose derlying landfill cap soils to the elements. Excavation of soil for construction of new buildings and pavement sections would also be perfo s ed d temporary stockpiles of loose soil be created. Soils exposed d g site grading would be subject to erosion d g sto • events. Grading would dis b site soils poten u y leading to • pacts to the San Francisco Bay. This would be a g and follo • g site cons I, ction activities. potentially significant pact d g shall be completed, as specified in a design-level Mitigation Measure Geo-14: Sto Water Pollution Prevention Plan. In accordance with the Clean Water Act and the State Water Resources Control Board (S GB), the Applicant shall file a Sto • Water Pollution Prevention Plan (S PP) prior to the start of cons ction. The S 9 PP shall include specific best m agement practices to reduce soil erosion. • *s is mg ed to ob coverage der the General Pe t for Discharges of Sto Water Associated with Cons • ction Activity (Cons s ction General Per *t, 99-08-DWQ). Finding: Implementation of a sto water pollution prevention plan ( tion measure Geo-14) will reduce the *a pact of soil erosion to a level of less-than-significant This applies to the entire OPSP, including the Phase I Project. Impact Haz-1: Routine transpo tion, use or disposal of hazardous materials. e specific tenants have not yet been identified, research laboratories are likely to handle te is considered to be biological hazards, che • *cal hazards and/or c a risk of fire or explosion. The risk of accidental upset and en • o • ental cont • ation from routine transport, storage, use and disposal of hazardous , d potentially hazardous materials to the public and en o • ent is a potentially significant • pact. PAGE 36 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -43- E'HIBIT A - CEQA FENDIN Mitigatic Mi Plan Rwiew for Adherence to Fire ad Saf-.'y C ries. Building space clgn.eci to handle th c intended us&, with sp • ers, . ventr, ..?conJary containment struc es, where applicable. These systems shall pass plan revLw through the City o: uth San 7 rancisco Planning, Building Id Fire Departments. Mitigation Measure Haz-lb: Cons ction Inspection and Final Inspection Prior to Occupancy. D ; ig construction, the utilitie7- including sprinkier systems shall pass pressure and flush tests to ke sure they perfo • as design the end of cons a ction, oc pancy shall not be allow J. d until a finil inspection is de by the Fire Department for conformance of all 1, ii1ing __;;Altns "th th . Code National Fire Protection Agency Reg etnerts. The inneedon shall include testing of sp ; kitzs systems, . a I sy,;:tans, ventilatIon .nd airflow systems, and secondary ttainrnent systems. Th ; in.spectic , -1 :- 11 conclude a review of the ergency - acuation - 1 2 as shall be modified as deemed necessary. litigation Measure Haz-lc: Hazardous Mat Business Plan Pro . Businesses occupying the development shall complete a Hazardous Mate_ials Business Plan fci r. the safe storage and use of chemicals. The Business Pan sh 1 include the type and quar.sty of hazai . . mat 'als, a site is p showing storage kcations of hazardous materia ad where they may be used and ti nspoed frc_n, risk 5 of using these m.?tetiqls, material sa.fetv da ur each material, a spill preventio.. pl emergency reEconse pla-L, 2nanloyee • ccmistent with OS guidelines, and errielg-zr.cy contact info ation. Busines s qualify for the program if they store a hazardous material equal to or greate th - - the • um rJ)ortabk quantitl=ts rEaese quantities a 55 gallons for liquids, 500 po ds and 200 cui feet (at standard tempera e and picccan) for comprzssed gases. Exemptions j busines-r itllir, only pre-packaged consumer goods; medical Professionals who store oxygen, nitrogen, and/or nitrous oxide in quantities not more than 1,000 bic feet fo.. '2ach mat- i , and who store or use no other hazardous materials; or facilities that store no more than 55 gallons of a specific type of lubricating oil, and for which the tot el qu tity of lubricating il not exceed 275 gallons for all types of lubrici_ting __ 'flies ,. exe..aptions cre not expected to apply to on- s i laboratory facilities. Businesses occupying a d/or operating at the pror,osed development sha ri sub It a business plan prr to the s of operations, and review and update the entire Business Plan at least once every two years, or within 30 c1.4 fs of any sigL change, ic1uding without 'tation, changes to emergency ntact information, major increases or decreases in hazardous m terials storage and/or chang....-1 ia location of h-.'".rardouc ir..atals. Plans shall be sub 'tted to the Mateo County En o tal Health Department (SMCEHD) Business Plan Program., which y be contac-Z, at (6=0) 363-4305 for more info ation. The SMCEHD shall inspect ti ; L isiness at least once a year to - ke sure that the Business Plan is complete and accurate. • , Mitigation easure Haz-ld: Hazarden, WasL Generatcr Pro y .• . Qualifyin usinesse s register and comply with the hazardous waste generator moptam. The State of California DTSC authorized the SMCEHD to inspect and re:„.ilate non-pe hazard: vaste gaderators in San Mateo County bd cia the Hazardous Waste Catrol Law found in the kiaiifo Helth and Safet7 Code Division -.7_., 6.5 and regu1a1is fo d in the CCR Title 22, Divsio- Regua_c_as req e bkisses generating any ar_o t of :iazirdous wasti; defined by regulation to properly store, • n ge an dispose of such iaste. SMCEHD - a t' :on duci s eillance d enforcement activities in conj a ction with the County Distr: et .Attorney's Office for busin_tJi2-, or individuals that s 'ficantly violate the above rfern d law and regulations. -44- .1 44- . • PAGE 37 OY !TER POINT SPECIFIC PLAN AN[ - rIASE 1 PROJECT EXHIBIT A — CEQA FINDINGS Mitigation Measure Haz-le: Compliance with Applicable Laws and Regulations. All transportation of hazardous materials and hazardous waste to and from the OPSP area shall be in accordance *th CFR Title 49, US Department of Transportation (DOT), State of Calif° - a Depar • ent of Transportation (Caltrans), and local laws, ordinances and procedures including placards, signs and other iden u g info ation. Finding: Implementation of the above 'tigation measures for uses han g hazardous materials in the OPSP, including office/R&D buildings as part of the Phase I Project, would reduce the pact of routine transportation, use or disposal of hazardous materials to a level of less than significant through compliance with existing regulations, plans and programs as dis ssed specifically in *tigation measures Haz-la through Haz-le that act to ensure adequate safety levels are reached and tained throughout the life of the OPSP. - • Impact Haz-2: Accidental Hazardous Materials Release D • g Dis bance of Landfill Mate ls Site preparation and cons • ction activities in the vi Ity of the landfill could result in release of hazardous solid waste, groundwater and/or soil vapor and the potential for direct exposure to workers engaged in soil excavation and dewate g activities. This represents a potentially significant •pact. Mitigation Measure Haz-2: Waste Excavation and Re-disposition. A ply • shall be mitten for management of excavated wastes/refuse. Non-hazardous excavated waste shall be re-deposited in an alternate part of the site and any hazardous waste shall be relocated off-site for approp te disposal. The plan can be a section of the Site Management lan (Mitigation Measure Haz-4a), or a st d alone document. The plan shall include measures to avoid releases of wastes or waste water into the en sent d to protect workers - d the public. The details of the plan shall be based, in part, on the ount of material to be removed and the final design of foundation s c es, but will generally include the follo • g, as deemed appropriate by the regulatory agencies, particularly DTSC and RWQCB: To the greatest extent possible, use existing bo • g data to obt pre-characte refuse for off-site disposal, and to pre-plan areas to be removed versus areas to be re- deposited on-site. • Divide excavation areas into daily sections; plan to complete excavation and back • Stake out area to be excavated. section d g each working day. Review existing bo g data and existing site do entation to eval te potential subsurface materials to be encountered. If excavation is to be conducted at depths where gro • dwater is to be enco tered, conduct dewate g to • e worker potential direct contact sth groundwater. Removed groundwater shall be treated in accordance Ith the req ements outlined in the Site Management Plan (Mitigation Measure Haz-4a). Screen excavation site lth a portable photoio ation detector and combustible gas monitor for landfill gasses. Con a' ue scree prowess of each excavation section as work proceeds. Use fo, • suppressants or 6 inches • of daily soil cover for nuisance odors. • e the • • e period that refuse is exposed. ation of • PAGE 38 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -45- EXHIBIT A — CEQA FINDINGS PAGE 39 • Any excavation section sho g own or uncharact • ed refuse shall be characte • ed, segregated , d disposed of in an approved landfill for that specific refuse. • Provide carbon dioxide gas source (fire extinguisher or cylinder) to flood excavation as necessary to prevent a • tion of gases into atmosphere above excavation, a e explosive or fire potential, and control nuisance and odors. Begin excavation and segregate soil and /or clay cap material above refuse for reuse as fo dation layer. • Upon reaching refuse, place refuse into dump ck s • Dispose of each a ck load of refuse ediately after • g equipment. All loads to be covered when ha g. Refuse shall be either re-deposited on-site in a specified area, or hauled to an off-site disposal fa ility. • Field Prior to relocation, field v •fy each load for disposal classification type (landfill classification, Class 3 or Class 2). If waste for off-site disposal is charact • ed as either Califo la or Federal Hazardous Waste as defined in the a•teria described in CCR Title 22 Section 66261, then the hazardous waste shall be tracked using the Unifo Hazardous Waste M est System (USEPA Fo la 8700-22). • Hazardous and if necessary, non-hazardous waste shall be transported to the appropriate disposal facility using a pe •tted, licensed, , d insured transportation company. Transporters of hazardous waste shall meet the req ' ements of 40 CFR 263 • and 22 CCR 66263. Copies of 'fo a hazardous waste a fests signed by the designated waste disposal facility shall be re , • • ed for at least five years from the date the waste was accepted by the • 'tial transporter. Copies of records pert, • • g to the characterization of hazardous or nonhazardous waste shall be ret. • ed for a • a o f three years. Upon reaching over-excavation depth, place a • $$ e• of 6-inch thick layer of appropriate backfill soil on excavation bottom to seal exposed refuse surface. Place soil by the end of the s e day excavation is completed. Upon completion of cavation, begin cap placem t procedures. materials, which is anticipated to oc Specific measures shall be targeted to • • • e the duration of waste exposure, plan for approp • , te final des 11 ation of wastes based on the presence of conta • ts of concern, allow for adjus lea ent in plan based on expected oc • ences, and to protect worker safety d the public. Additional work plan measures are discussed in Haz-4a. In addition, worker protection measures for soil and dewate g are discussed in Haz-6a. Measures specific to off-site q lity d construction are included in Itigation measure Air-4. $ ding by on-site. • g Fin Implementation of tion measure Haz-2 would reduce the a pact related to accidental hazardous materials release d • g disturbance of landfill a terials to a 1 el of less than cant through • plementation of measures to avoid releases of wastes or waste water into the 0 1 ent and to protect workers d the public d g excavation and re-disposition of 1 dfill d g the Phase I Project and may also oc du subsequent cons a ction activities at the landfill site, such as buildout of the hotel site. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -46- EXHIBIT A — CEQA FINDINGS Impact Haz-3: Accidental Release of Hazardous Building Materials. D g demolition of existing buildings, hazardous building materials could be released from s c es at the site. These represent potentially signific t • pacts. Mitigation Measure Haz-3: Demolition Plan and Pe a g. A demolition plan "th per applications shall be sub a •tted to the City of South San Fr, cisco Building Dep a ent for approval prior to demolition. Prior to ob • • g a demolition pe "t from the Bay Area Air Quality Management District (BAAQMD), an asbestos demolition s ey shall be conducted in accordance •th the req • ements of BAAQMD Regulation 11, Rule 2. Prior to building demolition, hazardous building mate as „ Is such as peeling, chipping and fa ble lead-based p t and asbestos con • g building mate ia• ls, if identified on the site, shall be removed in accordance •th all applicable guidelines, laws, and ordinances. The Demolition Plan for safe d olition of existing s a c es shall incorporate teco a endations from the site s eys for the presence of poten i y hazardous building materials, as well as additional surveys if required by the City. The demolition plan shall address both on-site Worker Protection and off-site resident protection from both che a cal and physical hazards. Conta • ated building materials, if identified, shall be tested for conta ant concentrations d shall be disposed of to appropriate licensed landfill facilities. The Demolition Plan shall include a program of air monito s g for dust particulates and attached conta ants, as merited by the s eys. The need for dust control , d suspension of work du ; g dry shall be addressed in the plan. Finding: Implementation of a tion measure Haz-3 would reduce the pact related to accidental release of hazardous building materials to al el of less th significant through compliance •th existing regulations and pe a s a g req ements to ensure any hazardous building materials in s a c es to be demolished are identified and removed safely. "s would be applicable to any buildings demolished as part of the Phase I Project or subsequent phases of development under the OPSP. Impact Haz-4: Accidental Future Hazardous Materials Release of Pre-existing Site Materials. Landfill materials, which include hazardous materials in solid waste, gro dwater and soil vapor, shall rem, • on-site follo cons a ction. Installation of new s c es presents the potential for build up of soil gasses wi the s c es, posing a risk to building occupants and additional loading of the site surface could increase the rate of on-site waste settlement, leading to off-site •gration of leachate . This represents a potentially significant pact. Mitigation Measure Haz-4a: Landfill Cap Upgrades. A landfill cap a ently exists to prevent exposure of the public to • pacted solids or groundwater. The cap shall be rep , • ed and upgraded to meet CCR Title 27 req • - ents. CCR Title 27 req • es closed landfills have a a • • • a 4 foot cap, consisting of a 2 foot base layer, a 1 foot clay layer •th specified low hydraulic conductivity and a 1 f oot erosion control ayer. The feet of clean material that comprises the cap sha prevent exposure of the underlying mat 1, preventing teleases at the surface. The low hydraulic conductivity layer shall also act to • • e generation of leachate. Mitigation Measure Haz-4b: Use Of Deep Fo dations To Prevent Load Induced Settlement. Buildings on fill shall be supported using driven steel or concrete piles fo ded in stiff to hard clays, dense sands or weathered bedrock underlying the fill. Both the s s C al loads and building floor slabs shall be supported on piles. This avoid pia • g additio ,1 building loads on fill material. as dy days PAGE 40 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -47- Mitigation Measure Ha2-4c: 'zation of Irrigation Water Use. Landscaping of the site dr IL be selected to stabilize the soil, prevent erosion, and reduce the need for extensive • • ation. Excessive water could infiltrate the landfill cap and produce leachate. To prevent this, low-water vegetation shall be selected to reduce tion water. In addition the thickness of the erosion resistant layer in landscaped areas be increased to e intrusion of roots into the lower layers of the cover. Mitigation Measure Haz-4d: Monitoring for Leachate Migration. A series of na al and m de barriers have been pi- • ented to prevent gration of • • pacted leachate into the ding area. Based on monito • g at the site • plemented per the PC , these measures are ently effective in preventing releases. Leachate shall continue to be monitored, as dis ssed Haz-4e, below. Leachate con ' • ent for the landfill portion of the OPSP shall be upgraded as needed d i g and follo • g cons • ction, as per the req and the PC I # • in Mi .71 tion Measure Haz-4e: Operation d M. tenance Activities. Operation and m, tenance (O&M) activities are expected to occur indefinitely at the site. Operation and m tenance activities shall include inspections and obs - ations of site fea es to protect the landfiil cap, prevent uti ity da • ge, m „ • gravity flow of s « er systems, m the 1, • I gas b 'et and venting syst- • s, and monitor for leachate and groundwater conta ant concentrations. O&M shall act to prevent releases of hazardous materials by identifying deficits in enginee g controls prior to release events. EXHIBIT A — CEQA FINDINGS • • PAGE 41 Finding: Mitigation measures Haz-4a through Haz-4e include measures to reduce the risk of fu releases related to the existing Ian materials that will reduce the OPSP's • pact related to • accidental fu e hazardous t u s release of pre-existing site • , terigls to a level of less-th significant. These measures would be applicable to any development on the landfill site including pardons of the Phase I Project as well as subsequent phases • der the OPSP, such as development on the hotel site. Impact Haz-5: Accidental Hazardous Mate . is Release of Laboratory Che cals. Folio g construction, operations at the proposed facilities are expected to represent a contin g threat t the en o ent through accidental release of hazardous te since the site is proposed to include laboratory facilities, where hazardous materials stored or used on site could lead to an accidental release. • s represents a potentially significant • pact. shall dete e which list to use in consultation with the SMCEHD. ements of RWQCB Order No. 00-046 Mitigation Measure Haz-5: Calif° ape Accidental Release Prevention Progr. (CalARP). Fu businesses at the development shall check the state and federal lists of regulated subs ces available from the SMCEHD. Che 'cals on the list are che • 'cals that pose a major threat to public health d safety or the en onment because they are highly toxic, .. • ble or explosive. Businesses Should businesses qualify for the program, they shall complete a C registration fo •• and sub • It it to SMCEHD. Following registration, they 01211 sub 't a Risk Management Plan (Rt IP). s are designed to handle accidental releases and ensure that businesses have the proper info • tion to provide to emergency response tea if an accidental release occurs. All businesses that store or handle more than a threshold qu, tity (TQ) of a regulated substance shall develop a and follow it. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -48- EXHIBIT A — CEQA FINDINGS Risk Management Plans describe pacts to public health and the en o ent if a regulated substance is released near schools, residential areas, hospitals and childcare facilities. IL shall include procedures for keeping employees and customers safe, the han• g regulated substances, staff tr • g, equipment m „ • tenance, checking that substances are stored safely, and responding to an accidental release. Finding: Implementation of this itigation measure Haz-5 for uses han• g hazardous mat- • , is in the OPSP, including office/R&D buildings as part of the Phase I Project, would reduce the OPSP's pact related to Accidental Release of Laboratory Che *cals to a level of less-than-s ficant through compli ce th the Califo $ la Accidental Release Prevention Pro y m including • plementation of Risk Management Plans as appropriate. Impact Haz-6: Exposure to Coma • ated Soil, Soil Vapor, and Gro dwater. As c ently designed, utilities and fo dation slabs shall be separated from landfill wastes by a I • a of 4 feet of clean material, however the potential for fu e maintenance work to penetrate into the subsurface where con ation rem, s cannot entirely be disco ted. Soil „ d groundwater dis bance presents an exposure hazard to workers and trespassers. Dis bance of the subsurface also increases the potential for conta • ation to spread through surface water runoff, and through d blown dust. These • • pacts are potentially significant. Mitigation Measure Haz-6a: Development and Implementation of Site Management Plans. A Site Management Plan shall be prepared that addresses the exposure risk to people and the en o ent resulting from fu e demolition, cons ction, occup, • cy, and • ten, ce activities on the property. The pl, a s for the landfill portion of the OPSP shall be in accordance •th RWQCB order No. 00-046, the PCMP and reco endations of the Enviro ental Consul t, and shall be reviewed and approved by the RWQCB, DTSC, the SMCEHD Groundwater Protection Program and the City of South San Francisco Public Works Department. Specific •• •tigation measures designed to protect human health and the en onment shall be provided in the plan. At a • • • • the plan shall include the follo • g II 1 I PAGE 42 1) Req ements for site specific Health and Safety Plans (HASP) shall be prepared in accordance lth OS regulations by all contractors at the OPSP area. •s includes a SP for all demolition, grading and excavation on the site, as well as for fu e subsurface m • tenance work. The A SP shall include appropriate tn.. • g, any required personal protective equipment, and monito • g of conta ants to dete e posure. The HASP shall be reviewed and approved by a Certified Indus • '.1 Hygi •st. The plan shall also designate provisions to • It worker entry and exposure and shall show locations and type of protective fen • • g to prevent public exposure to hazards d g demolition, site grading, and cons • ction activities. 2) Reg • ements for site-specific cons ction techniques that would • e exposure to y subsurface cont, • ation shall be developed. This shall include dewate s techniques to e direct exposure to groundwater d ap• g cons • ction activities, treatment and disposal measures for any con , • ated gro dwater removed from excavations, trenches, and dewat systems in accordance with local and Regional Water Quality Control Board guidelines. Gro dwater enco tered in excavations shall not be discharged into the neighbo • g storm dr, , but into a closed con , • • ent facility, unless proven to have concentrations of conta • • ants below established regulatory guidelines. Extracted conta • ated gro dwater shall be req ed to be stored in tanks or other sealed con e *di tested. If testing dete es that the water can be discharged OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -49- EXHIBIT A CEQA FINDINGS for further remediation, and shall include doc entation of the r ch cals. Finding: Implementation of a a tion measures Haz-6a through Haz-6d d a g disturbance of landfill materials, which is anticipated to occur du • g the Phase I Project and may also oc d g subsequent construction activities at the landfill site, such as buildout of the hotel site, would reduce the • 'pact from exposure of construction and m • tenance workers and the public to cont. I ted soils, groundwater and soil vapor to a level of less-th -significant. Impact Hydro-1: Potential Coma a ation of Off-Site Waters due to Leachate Migration. The OPSP area is located wi • the historical • 'ts of the Bay. Subsurface water at the site is derlain by Bay Mud and has a low-hydraulic conductivity cap, which confines the gro dwater. Based on ongoing monito g at the site, leachate, which has elevated con • a ant concentrations from the landfill . terial, is not *grating off-site. Re-development of the site shall req • e excavation of a portion of the landfill cap, and shall req • e deep fo dation piers which may penetrate the Bay Mud. The potential for off-site • tion of leachate as a result of modification the landfill cap and derlying Bay Mud represents a potentially significant • pact. Mitigation Measure Hydro-1: Best Manage ent Practices (BMPs) shall be used d g ins tion of fo dation piers to reduce the potential for gaps in the subsurface con u g layers aro d the piers. BM]? req • ements shall be identified in the S *PP d shall be developed by the applicant or their authorized representative. The exact B s to be • pi foal ented shall depend on final pier design and type, but can include pre s g d grouting of concrete piers, use of hollow steel piers, or other methods to reduce the risk of displaced refuse creating a void in the Bay Mud layer. The proposed BMPs shall be benc ked a st the Calif© *a Dep i. ent of Transportation Sto water Quality Handbooks Construction Site Best Management Practices (BMPs) Manual (2003 and associated updates). Mi rep I a Mitigation Measures Haz-4d a d 4e: Monito • g for Leachate tion and Operation and M. • • tenance Activities would also reduce • pact Hydro through req ements for post- cons a ction monito as g for leachate si ation, •th repairs to prevent gration completed on an as needed basis. PAGE 44 tion Measure Haz-4a: Landfill Cap Upgrades would also reduce pact Hydro-1 through and upgrade of the cap which will act to • e generation of leachate. Fin g: Implementation of these , tion measures Hydro-1, Haz-4a, Haz-4d and Haz-4e would reduce the OPSP's pact related to conta ation of off-site waters to a level of less-than- s :e s 1 cant through use of B s d g installation of fo dation piers, landfill cap upgrades, .1d continued monito 1,g for leachate ation d g operation and tenance. Impact Hydro Potential Cons • ction and Post ction Con , ation of Bay W Cons a ction activities at the site will create temporary and long te al alterations of the site t creatmg potenti al erosi on concerns. The gration ot iaboratory ancl pat king lot po u bay could potentially pair water quality. This represents a potentially significant • ',pact. • • ts into the Mitigation Measure Hydro-2: Preparation and Implementation of Project S PP. Pursuant to NPDES req ements, the apple t of a project under the OPSP shall develop a S PP to protect water quality d • g construction. If the S f P will be developed after September 2, 2011, the oval of any hazardous OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT —51- EXHIBIT A — CEQA Fir into the sanitary s - ' system, the the applicant sh0 cq e a gro d water d - charge permit from thf. City of ciouth S-n Francisco Sanitary Sewer District ...ad meet local discharge limits before b g all wed to discharge into the sanitary sewer. Watel- sh211 be analyzed for fte che 'cals of concern at th site, including benzene, ethylL :tnzere,., xylenes, chlo'Lobe ene, napt,c and '•• r7tioi 1 comp P requested by the receivin facility or the City of South S i Francisco. .) Waste relocadoli. elocation or removal of exis g 1 • dfill waste/refuse will be req ed or JandtiII cap upgra es anct tor site ccns a ction. xc. vated waste c either ie rc•••cteposited on site or dispcwed of at n active landfill facility. Off-site disposal • 1.6.q • e pre--characte; ation of the waste for accep • ce at an approved waste dispoazi facility. Waste rlart 'e:ts will be prupared to doc • ent transportation and disposal. On-site din;osal shall req e proper placement, cotnpaction, and capping o: die refuse . teri, In either case, segregation of CI.LJ 2 . d Class 3 from Cirss 1 materiA for disp :Jai purposes shall be perfo ed on-site to the extent No Class 1 mate iri shall Iv, lelocated or re-deposited on-site. tAQMD Regulation 8 Rule 34 1 118 dn,,, trmts exempdon for cons ction activities ,at landfill sites. This section specifies that when the cons ction activities are ...r..,10.ted to "instaF rr a repla • g, or rep. • ig compnents of the landfill gas, lu-,chate, or ga-F condensate collection d removal syst-ms." Excavation for c, upgrades falls under this exemption. Excavation for cons a c _an purposes • also likely fall under this ex ption. As such it will be necessary to provide B.A ,A.Q • •th construction plans and other doc • entation as detailed der thir re_ n for the PU. s of ob • • g a letter of exemption frc - ,AAQMD. Excavation procedures are also discucil in Measure Haz-2. 4) Future sutface work plan. '.1.he plan sh9 document procerlu.Les for future subsurface . pia k uti.•! m • tenance, etc., th prc per notification, where pplicable. plan shall include a general healtai and safety plan for e ,pected type of work, « •th aPPtcYJ tt persotti 1 protective c]uipment, where applic7131e. This plan inciti" in the operation 7 ( • tenance plan app..optif.te. Mitigation M, -re Haz-6b: Landfill Gas System. Section 21160 of Tide 27 of the CCR req es that clog landfills i:ripment and m a landfill fiS control. A landfill gas (LFG) venting system shall placed def the bottom slabs of each s u c e built entirely or pa • ally over Landfill mat- a'. , to colk:t and vent the build up of ga: 2S diffusing throw,h th:Lc.....idfill cap. The LFG system :Jude spry-applied vapor barrier membranes, horizontal collection and passive -endng, gas detection and monito • g. The syst TlIall. either haT backup active collection and venting or shall be designed to facilitate retrofitting with an active syste i if measures warrant the ...etrofit. Potential rnigv:i.ton of LFG into the b lding space shall be • • • .ted by the collection . d venting system, and secondly by the :ray-applied membr. e. -face landfill gases shall be vented by network of perforated piping placed beneath the building slabs, The exhaust gases shall be .inanifolded to a series of riser piping that is to bit' vented above struc e mos. Passive bridfill gas systems do not req e pe ts, however if an active system is installed, either at the fc. of construction or as part of a retrofit, aBa i QMD pe • 't will be needed. Mitigation Measure Ha?-6c: Non-u of Groundwater. Water supply wells shall not be installed at the site. Thic will pre‘Tent direct contact between th y! public and sit; &.3 dwater and Mitigation tsu — az-6d: San Marto Co ty En • o ental Health Dep. • ent Closure of Exis g FacffiLiei. Ally Tuusinesses on th-. site that are i registered hazaa-rici-3 materials business plan progr shall sub 't a closure ;47ork plan in accordance *th the SMCERD Business Closure Policy prior to vacating the propc_ty. The closure plan shall detail any necess: ••plin.L; LLLd reinediation. Closure shall not be grar_tne til br jinesses have demonstrated the.,:: Ll.„Lo need OYSTER POINT SF 7 , . C PLAN AND PH, -1 1 PROJEC. -50- s 'pp shall be developed by a Califo Qualified S PP Developer in accordance with the State Water Resources Control Board Cons ction General Pe st 2009-009-DWQ. The project SWPPP shall include, but is not • 'ted, to the following tion measures for the construction period: 3) other cons do' tre 4) se EXHIBIT A - CEQA FINDINGS 11 PAGE 45 • , • After cons ent and these dr 1) Grading and earthwork shall be allowed with the approp o te S PP measures d the wet season (October 1 through April 30) and such work shall be stopped before pending sto ents. 2) Erosion control/soil stabilization techniques such as straw mulching, erosion control blankets, erosion control ma • g, and hydro-seeding, shall be utilized in accordance with the regulations outlined in the Ass. iation of Bay Area Governments "Erosion & Se. ' ent Control Measures" man 1. Silt fences shall be installed down slope of all graded slopes. Hay bales shall be installed in the flow path of graded areas recei g concentrated flows and aro d sto dr, inlets. B s to be developed by the applicant shall be used for preventing the discharge or ction-related NPDES pollu ts beside se ent (i.e. p • t, concrete, etc) to waters. ction is completed, all drainage facilities shall be inspected for accumulated age stru es shall be cleared of debris d see ent. In accordance - th the • dbook C.3 Sto water Te cal Guidance, Version 2, Pe 1 anent • tigation measures for sto water shall be sub •tted as part of project application sub a - ttals with the Plan • g Pe a• 't Application and the Building Pe s t Application.. Elements that shall be addressed in the sub •• ttals include the folio • g: 10) Proposed locations and appro ' ate sizes of sto • • • water trea , • 101 5) Description of potential sources of erosion and s - • a ent at the OPSP area. R&D ac. 'ties and significant mat- ; s and che scals that could be used at the proposed OPSP area shall be described. This shall include a thorough assessment of existing and potential pollutant sources. 6) Identification of BMPs to be plemented at the OPSP area based on identified indus -1 activities and potential pollutant sources. Emphasis shall be placed on source control B 1 s, with treatment controls used as needed. Development of a monito ; g . d • plementation plan. Mainten frequency shall be carefully described including vector control, de a of doed or obs • cted inlet or outlet s c es, vegetation/landscape m I tenance, replacement of media filters, etc. ent measures. ce req ements 9) Proposed pervious and a. pe sous surfaces, including site design measures to a P •ous surfaces and promote infiltration (except where the landfill cover is present). 0 , • 8) The monito ; g d m tenance program shall be conducted as described in Haz-4e. Preparation and - plementation of a S PP at the OPSP area and plementation of the Pe 00, 0 ent •••,ti tion measures follo g completion of site cons • ction, as included in • II son measure Hydro-2, would reduce • o pacts on potential cont.. • • ation of local gro dwater to a 1- el of less-than-significant. Impact Hydro-3: Erosion or Siltation On- or Off-Site. Construction of the proposed OPSP wo involve demolition of existing s • fo dations and will involve excavation of both landfill OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -52- EXHIBIT A— CEQA FINDINGS waste material and the earthen cap overlying the waste. Cons • ction operations associated with the OPSP would present a threat of soil erosion from soil dis bance by subjecting protected bare soil areas to the erosional forces of runoff d • g cons ction activities. This represents a potentially significant • pact. Mitigation Measure Hydro-3: Compliance with NPDES Req ements. Applic, ts for a project der the OPSP shall comply with all Phase I NPDES General Cons a ction Activities pe req • ements established by the CWA and the Grading P - • 't req • ements of the City of South San Francisco. Erosion control measures to be • • plemented d • g cons ction shall be included in the project S PP. The project S PP shall accompany the NOT • • g and shall outline erosion control and sto water quality management measures to be plemented d g d follo g cons a ction. The S 'PP shall also provide the schedule for monito g perfo ance. Refer to Mitigation Measure Hydro-2 for more info ation regarding the project S PP. Finding: Implementation of Mitigation Measure Hydro-3 would reduce cons a ction-related pacts associated Ith erosion and/or siltation to less-than-significant, by ens a g that projects comply with Phase I NPDES General Cons ction Activities pe • •t req • ements and local grading req • ements, which , • plement erosion control and stormwater quality measures d • d after the cons • ction period. s would be a s Impact Traf-1: Trip Generation Exceeds 100 Trips D • g Peak Hours. Both the Phase I Project and the entire OPSP would generate more than 100 net new two-way trips d • g the ' and PM peak hours (1,402 trips d g the AM peak hour and 1,621 trips d • • g the PM peak hour at build out of the OPSP, as shown in Table 16.19). The San Mateo City/County Association of Gove ents (C/CAG) Agency Guidelines for the • plementation of the 2003 Draft Congestion Management Program. ("C/CAG Guidelines") specifies that local j •sdictions must ensure that the developer and/or tenants • • *tigate all new peak hour trips (including the first 100 trips) projected to be generated by the development. ficant Mitigation Measure Traf-1: Tr, sportation Demand M agement Program. The OPSP sponsors shall ' plement a Tr, sportation Demand Management (TDM) progr, consistent sth the City of South San Francisco Zo • g Ordinance Chapter 20.400 Transportation Demand Management, and acceptable to MAG. These programs, once • • plemented, must be ongoing for the occupied life of the development. The C/CAG guidelines specify the n ber of trips that may be credited for each TDNI measure. Finding: Zo g Ordinance Chapter 20.400 includes a n ber of mandatory M measures, and several other optional measures, that once • plemented, will help reduce single occupancy vehicle trips to the Project Site. The Pre • - ry TDM Plan for the Oyster Point Specific Plan and Phase 1 Project is intended to achieve a 40% mode shift, and req • es periodic reports to evaluate progress toward reaching this goal, and penalties for failure to meet the targeted mode shift. A final TDM that meets the req • ements of Chapter 20.400 , reduce the n ber of peak-hour vehicle trips generated by the Project, - d reduce Impact Traf-1 to less-than-significant. Impact Traf-2: Pedestrian W ays. Sidewalks be provided along both sides of Oyster Point Boulevar and Ma ; a Boulevard int al to the OPSP site. Sidewalks will also be provided along both sides of all other internal roadways connecting to Ma ; a Boulevard. The Phase I TDM PAGE 46 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -53- EXHIBIT A— CEQA FINDINGS Conceptual Site Plan Gune 1, 2010) shows pedestrian connections between OPSP buildings and the sidewalks g Oyster Point Boul ard and M. • a Boulevard. No such detail has been provided by the applicant for the other phases of development No detail has been provided regarding pedestrian access to the Phases III & IV garage and whether pedestrian access points are proposed that could encourage a 'dblock crossing. These would be potentially s cant pacts. Mitigation Measure Traf-2: Pedes as n Facilities. To discourage a "d-block crossing, pedes flow across Oyster Point Boill ard between the Phase III & ge and the Phase III & offices shall be regulated to the folio g extent. Mi PAGE 47 s would be a s 'ficant s• pact tion Measure Traf-5: Int - • Impact reduced to a less-th., -significant level. Circulation Syst S' • Pedestrian access shall only be allowed at the north and south ends of the garage, adjacent to signalized or all-way stop intersections. Finding: Marked pedestrian access at the north and south ends of the garage discourage block crossing across Oyster Point Boulevard, thereby redu g risks to pedes n safety and reduaa g Impact Traf-2 to less- a -signficant. Impact Traf-5: Year 2035 Internal Circulation. Year 2035 Base Case + OPSP AM and PM peak hour volumes expected inte al to the OPSP site along Oyster Point Boulevard and Ma a Boulevard (with full OPSP d elopment) are presented in Appendix E, F e 21, while projected roadway geometrics and control are presented in Appendix E F' e 22. Operations analysis has been conducted for the Oyster Point Boulevard / Ma a Boulevard, M. • a Boulevard / Phase I access 1 Bayfront parking lot, Oyster Point Boulevard / Phase II garage 1 Phases III 1 IV garage d Oyster Point Boulevard 1 North Access intersections. The intersection includes an eastetiy extension of Oyster Point Boulevard to serve a secondary access to the OPSP Phases III IV garage as well as traffic from two - ;sting office buildings to the east of the OPSP. The western leg of the north access intersection will provide access to the Oyster Cove M. a to the west of the OPSP. Based upon an iterative analysis process, it was dete si 'led that all-way stop control would only provide acceptable operation at the M. ; a Boulevard 1 Phase I and Oyster Point Boul- ard North Access intersections. Signalization would be req ed at the other two locations. At City request, two access options were evaluated for the OPSP Phases III / IV garage to the east of Oyster Point Boulevard. ation. • The OPSP Applicant shall provide signals at the Oyster Point Boulevard 1 M Boulevard and Oyster Point Boulevard / Phase II Access 1 Phases III / IV garage access se intersections when vol es are approaching warrant ate a. levels. • MO Finding: Failure of the applic t to provide req ed signalization would result in less than acceptable operation; however, all internal intersections function at acceptable AM and PM peak hour levels of se Ice 'th the assumed geometrics and signal 1 all-way stop control with either Phases III / IV garage access Alt ative Option 1 or 2. Implementation of the signalization req ement in Misi! tion Measure Traf-5 will result in less-than-s u cant • pact. OYSTER POINT SPECIFIC PLAN AND PHASE I PROJECT -54- EXHIBIT A — CEQA FINDINGS Impact Traf-6: Intersection Level of Se ce. The foll© g intersection would receive a signific pact due to the addition of Phase I Project traffic to year 2015 Base Case vol es (see Table 16A1). • Oyster Point Boulevard 1 Gateway Boulevard 1 U.S.101 Southbound Flyover Off-Ramp AM Peak Hour: The Phase I Project would increase vol es by 9.11 percent at a location with unacceptable LOS F Base Case operation. PM Peak Hour: The Phase I Project would degrade acceptable Base Case LOS D operation to acceptable LOS E operation. s would be a signific t • pact. Mitigation Measure Traf-6: Oyster Point Boulevard 1 Gateway Boulevard 1 U.S.101 Southbound Flyover Off-Ramp (see Table 16.23 and Figure 23 in Appendix E) The following • provements would • • te the Phase I Project-specific pacts. All of these • • provernents (other than measures to the Southbound Flyover Off-Ramp, the eastbound departure and the southbound approach) are included as part of the East of 101 Transportation Improvement Progr, (flp) and will be funded via the Phase I Project's traffic • pact fee contribution to this progr, . The Phase I Project shall also provide a fair share contribution towards all measures currently not part of the TIP. • Adjust signal a g. • Provide an additional through lane on the Oyster Point westbound approach (extending from Veterans Boulevard) and continue to the Dubuque/U.S.101 Northbo d On- It, p intersection. • Restripe the Oyster Point Boulevard eastbo d approach from a left, 2 throughs and a combined through/right lane to a left, 2 throughs and an exclusive right lane. • Restripe the Southbo d Flyover Off-Ramp approach from 2 through lanes and an exclusive right n lane to two through L es and a combined through/right lane. In conj ction •th this measure, add a third eastbo d depa e lane on Oyster Point Boulevard (not part of TIP). • Add a second exclusive right approach (not part of TIP). Finding: Implementation of the measures identified in Mitigation Measure Traf-6 would result in 2015 Base Case + Phase I Project Operation d • g the AM Peak Hour of LOS E-79.8 seconds control delay, which is better than LOS . F 91.7 seconds control delay Base Case operation; and PM Peak Hour of LOS D-54.7 seconds control delay, which is acceptable operation. Accordingly, this Mi ae,t . don Measure would reduce Impact Traf-6 to a less-th. -significant level. lane on the southbo d Genentech property driveway Impact Traf-7: Intersection Level of Service. The folly g intersection would receive a significant • pact due to the addition of Phase 1 Project traffic to year 2015 Base Case vol • es (see Table 16.11). • Oyster Point Boulevard / Veter s Boulevard PM Peak Hour: The Phase I Project would increase volumes by 12.6 percent at a location with unacceptable LOS F Base Case signalized operation. PAGE 48 VS"' El -55- POINT IDE:CIF:IC PLAN A D IIPHASE 1 PR JECT EXHIBIT A CEQA FINDINGS Mi F's • Pro Boulevard (see Table 16.23 and e 23 in Appendix E) The folio g provements would • te the Phase I Project-specific pacts. These provements are included as part of the East of 101 Tr, sportation Improvement and will be funded the Phase I Project's traffic • pact fee contribution to this progr Finding: Implementation of the measures identified in Mi tion Measure Traf-6 would result in 2015 Base Case + Phase I Project Signalized Operation d g the PM Peak Ho of LOS E-64.3 seconds control delay (which would be better than Base Case LOS F-883 seconds control delay op - tion). Accordingly, Mitigation Measure Traf-7 would reduce the • pact to a less-than- cant level. Impact Traf-8: Intersection Level of Se ce. The folio g intersection would receive a significant pact due to the addition of Phase I Project traffic to year 2015 Base Case vol es (see Table 16.11). • Gateway Boulevard 1 S. Airport Boulevard 1 Mitchell Avenue PM Peak Hour: The Phase I Project would degrade acceptable LOS D Base Case operation to acceptable LOS E Base Case + Phase I Project signalized operation. This would be a significant pact. Mitigation. Measure Traf-8: Gateway Boulevard / S. Airport Boul ard 1 Mitchell Avenue. (see Table 16.23 and Figure 23 in Appendix E) The folio * g provement would stigate the Phase I Project-specific a pacts. This aprov ent is included as part of the East of 101 Transportation Improvement Progr, and be funded via the Phase I Project's traffic pact fee contribution to this progr vol • s would be a significant a pact. 1 PAGE 49 tion Measure Traf-7: Oyster Point Boulevard / Vete • Adjust signal g. • Restripe the two-lane northbound driveway approach to provide an exclusive left lane and a combined left 1 through / right turn lane. Finding: Impl- •entation of the measures identified in Mi 2015 Base Case + Phase I Project Signalized Operation d seconds control delay, which is acceptable operation. Accor reduce the pact to a less-than-s c t1 el 0 • es (see Table 16.12). Airport Boulevard 1 Sister Cities Boulevard 1 Oyster Point Boulevard Impact Traf-9: 95th Percentile Vehicle Que g Synchro software evaluation. The follo • off-t 13/approach to adjacent intersection leading away from an off-r p would receive a s*; cant que g pact due to the addition of Phase I Project traffic to year 2015 Base Case OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -56- • Widen the southbo d Gateway Boulevard approach to provide a second exclusive right lane. The approach would con one left a lane, one through L e d 2 exclusive right • lanes. tion Measure Traf-8 would result in g the PM Peak Hour of LOS D-38.4 y Mitigation Measure Traf-8 would EXHIBIT A CEQA FINDINGS The Phase I Project would increase vol es by 3.0 percent in the through and combined/through right 1 e on the Oyster Point Boulevard westbo d approach to Airport Boulevard at a location with unacceptable Base Case 95th percentile que • g greater than established standards. The through lane or through/right turn lane queue would be extended from 283 to 287 feet at a location *th only 250 feet of storage. s would be a significant • pact. Mitigation Measure Traf-9: Improvements for Vehicle Que g. (see Figure 23 in Appendix E) The follo g • provements would •tigate the Phase I Project-specific • ' pact. These • provements are included in the East of 101 Transportation Improvement Program , d will be funded via the Phase I Project's traffic • pact fee contribution to this program: Fin i I g: Implementation of the measures identified in Mitigation Measure Traf-9 would result in 95th Percentile Vehicle Que g on the Oyster Point Boulevard Westbo d Approach Lanes, d • • g the PM Peak Hour, of 230 feet on each westbo d through lane or westbo d through right lane , which would be • the available 250 feet of storage per lane. Accordingly, Mi. tion Measure Traf-9 would reduce the pact to a less-than-signific, • t Impact Traf-10: 95th Percentile Vehicle Que g Synchro software evaluation. The follo g approach to an adjacent intersection leading away from an off-ramp would receive a significant que • g • pact due to the addition of Phase I Project traffic to year 2015 Base Case volumes (see Table 16.12). • Oyster Point Boulevard 1 Dubuque Avenue Peak Hour: The Phase I Project would increase vol es by 6.5 percent in the through lanes on the Oyster Point Boulevard eastbound approach to Dubuque Avenue at a location *th acceptable Base Case 95th percentile que • g greater than established standards. The 95th percentile vehicle queue would be extended from 309 up to about 327 feet in a location 1 th only 250 feet of storage. s would be a significant • pact. Mitigation Measure Traf-10: Improvements for Vehicle Que g. (see Figure 23 in Appendix E) The follo g a provem ts would • tigate the Phase I Project-specific • • pact. These prov ents are included in the East of 101 Transportation Improvement Program , d will be funded , the Phase I Project's traffic a pact fee contribution to this program: PAGE 50 • _Airport Boulevard 1 Sister Cities Boul- ard / Oyster Point Boulevard • Adjust signal 11 a g. • Adjust signal • g. • Oyster Point Boulevard 1 Dubuque Avenue Finding: Implementation of the measures identified in Mitigation Measure Traf-1 0 would result in 95th Percentile Vehicle Que • g on the Oyster Point Boulevard Eastbo d Approach a ough Lane, d • g the AM Peak Hour of 206 feet on the Eastbound through lane queue, which is less than the 309-foot Base Case queue. Accordingly, Mitigation Measure Traf-10 would reduce the pact to a less-than-significant level. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -57- ExHIBIT A — CEQA FINDINGS Impact Traf-11: Off-Ramp Qu g To Freeway M e D i Peak Traffic Hours — SIM Traffic Evaluation The folio g off- . p would receive a s ant ',pact with backups extending to the freeway m e some e d g the peak hour due to the addition of Phase I Project traffic to year 2015 Base Case vol es. • U.S.101 Southbo d Flyover Off-R. p to Oyster Point Boulevard 1 Gateway Peak Hour: The Phase 1 Project would increase vol es on the Southbo d Flyover Off- by 7.1 percent at a location with year 2015 Base Case off-r •p traffic occasionally backing up to the freeway m e. would be a significant pact Mitigation Measure Traf-11: Improvements for Off-Ramp Qu would • te the Phase I Project-specific pacts. These • prov PAGE 51 Boulevard backups to the freeway Traffic Evaluation The folio East of 101 Transportation Improv- a ent Progr • U.S.101 Southbo d Flyover Off-Ramp to Oyster Point Boulevard 1 Gateway Boulevard (see Table 16.23 and Figure 23 in Appendix E) The follo • g provements would • .tigate the Phase I Project-specific • pacts. All of these provements (other than measures to the Southbo d Flyover Off-Ramp, eastbo d depar e and southbo d approach) are included as part of the East of 101 Transportation Improvement Progr • (TIP) and be f • ded the Phase I Project's traffic •• pact fee contribution to this program. The Phase I Project shall also provide a f • share conttibution towards all measures c ently not part of the TIP. • Provide an additional through lane on the Oyster Point westbo d approach (extending from Veterans Boulevard) and continue to the Dubuque / U.S.101 Northbo d On- Ramp intersection. • Adjust signal • Restripe the Oyster Point Boulevard eastbo d appr• ch from a left, 2 throughs and a combined through 1 right • lane to a left, 2 throughs and an exclusive right lane. • Restripe the Southbo d Flyover Off-Ramp approach from 2 through L es and an exclusive right lane to two through lanes and a combined through/right lane. In conj ction 'th this measure, add a third eastbo • d depa e lane on Oyster Point Boulevard (not part of TIP). • Add a second exclusive right lane on the southbo d Genentech property driv approach (not part of TIP). Fin Implementation of the mea es identified in Mitigation Measure Traf-11 would eliminate e d g the AM Peak Hour. Accor 11 would reduce the a pact to a less-than-significant level. • , Impact Traf-12: Off-Ramp Que g • off-r To Freeway M. e D p would receive a s • N 1111 • • 4 4: g. The follo g prov as ents ents are not included in the 'ficant • pact "th backups Peak Traffic Hours — SIM ly, Mitigation Measure Traf- OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -58- EXHIBIT A— CEQA FINDINGS extending to the freeway ma e some • PAGE 52 • Adjust signal • Resultant Off-Ramp Que g: AM Peak Hour: Backups to fre g. s would be a signific t • • pact. I Project traffic to year 2015 Base Case vol es. U.S.101 Northbo d Off-Ramp to Dubuque Avenue Peak Hour: The Phase I Project would increase vol es on the off-ramp by 12.8 percent at a location with year 2015 Base Case off-r p traffic occasionally backing up to the freeway ma e. s would be a s' 'ficant • pact. Mitigation Measure Traf-12: Improvements for Off-Ramp Que g. (see Figure 23 in Appendix E) The folio • g provements would • •tigate the Phase I Project-specific pacts. These and will be • • provements are included in the East of 101 Transpo . tion Improvement Pro funded via the Phase I Project's traffic • pact fee contribution to this program. • U.S.101 Northbo • d Off-Ramp to Dubuque Avenue ay in, e e ated. Finding: Implementation of the measures identified in Mitigation Measure Traf-12 would eliminate backups to the freeway • • e. Accordingly, Mitigation Measure Traf-12 would reduce the • pact to a less-than-significant level. Impact Traf-19: Intersection Level of Se ce. The follo g intersection would receive a • Oyster Point Boulevard 1 Veterans Boulevard e du, 1g the AM peak hour due to the addition of Phase significant • pact due to the addition of OPSP traffic to year 2035 Base Case vol 16.16). AM Peak Hour: The OPSP would increase vol es by 14.4 percent at a location LOS F Base Case operation. PM Peak Hour: The OPSP would degrade acceptable (LOS D) Base Case operation to acceptable (LOS F) operation. Mitigation Measure Traf-19: Intersection Level of Se ce. (see Figure 24 in Appendix E) The follo • g • provements would pa • lly te OPSP-specific • pacts • d reduce them to a level of insignificance. These measures are c ently not included as p of the East of 101 Transportation Improvement Program. The OPSP shall provide a fair share contribution towards all measures currently not p of the TIP. • Oyster Point Boulevard 1 Veterans Boulevard Restripe the northbo d 2-lane private driveway approach to con lane and a combined left 1 through 1 right 1 e. • es (see Table 'th unacceptable exclusive left • Widen the eastbound Oyster Point Boulevard approach and provide an exclusive right lane. Finding: Implementation of the measures identified in Mi ; tion Measure Traf-19 would result in 2035 Base Case + OPSP Operation d • g the AM Peak Hour of LOS D-52.6 seconds control OYSTER POINT SPECIFIC PLAN AND PHASE PROJECT -59- EXHIBIT A — CEQA FINDINGS delay, which would not be acceptable operation; and PM Peak Hour of LOS D-36.8 seconds control delay, which would be acceptable operation. Accordingly, Mitigation Measure Traf-19 would reduce the • pact to a less-than-signific t level. Impact Traf-20: Intersection L el of Service. The follo g intersection would receive a •ficant • pact due to the addition of OPSP traffic to year 2035 Base Case vol es see Table 16.16). Oyster Point Boulevard / Eccles Avenue Peak Hour: The OPSP would degrade acceptable (LOS B) Base Case operation to acceptable (LOS F) operation. This would be a significant pact. Mitigation Measure Traf-20: Intersection el of Service. (see Figure 24 in Appendix E) The follo • g • provement would • • • te OPSP-specific • pacts. • * measure is c ently not included as part of the East of 101 Tr, sportation Improvement Pro:, . The OPSP shall provide a 1 • share contribution towards all measures currently not p of the TIP Oyster Point Boulevard 1 Eccles Avenue Provide an exclusive right lane on the eastbo d Oyster Point Boulevard approach. Fin . Implementation of the measures identified in Mitigation Measure Traf-20 would result in 2035 Base Case + OPSP Operation d ; g the AM Peak Hour of LOS C-333 seconds control delay, which is acceptable operation. Accordingly, Mitigation Measure TRaf-20 would reduce the • pact to a less-than-significant level. Impact Traf-21: Intersection L el of Se ce. The follo g int- ection would receive a s• fi t • pact due to the addition of OPSP traffic to year 2035 Base Case vol es (see Table 16.16). AM Peak Hour: The OPSP would increase vol es by 1.3 percent at a location Ith unacceptable LOS F Base Case operation. PM Peak Hour: The OPSP would increase vol es by 1.8 perc t at a location *th acceptable LOS E Base Case operation. Mitigation Measure Traf-21: Intersection Level of Se ce. (see F e 25 in Appendix E) The folio * s g • provement would p ;ally • te OPSP-specific •• pacts, but not reduce them to a , level of insignificance. This meas e is ently not included as part of the East of 101 Tr, • sportation Improvement Progr, • . The OPSP shall provide a fair share contribution towards measures currently not part of the TIP. would be a significant pact. PAGE 53 • Adjust signal a° •g. • Airport Boulevard 1 G , • d Avenue • Airport Boulevard 1 G , • d Avenue • OYSTER POINT SPECIFIC P AND PHASE 1 PROJECT -60- EXHIBIT A — CEQA FINDINGS Restripe the 2-lane eastbound Grand Avenue approach to provide an exclusive left lane and a combined left / through 1 right lane. Finding: Implementation of the measures identified in Mitigation Measure Traf-21 would result in 2035 Base Case + OPSP Operation d g the AM Peak Hour of LOS E-63.4 seconds control delay, which is better than Base Case operation (LOS F-81.6 seconds delay); d d g the PM Peak Hour of LOS E-59.6 seconds control delay, which is better than Base Case operation (LOS E- 60.7 seconds delay). Accordingly, Mitigation Measure Traf-21 would reduce the • pact to a less- than-signific t 1- el. Impact Traf-22: Intersection Level of Se ce. The folio g intersection would receive a cant ',pact due to the addition of OPSP traffic to year 2035 Base Case vol es (see Table 16.16). • E. Grand Avenue / Gateway Boulevard AM Peak Hour: The OPSP would increase vol es by 4.0 percent at a location *th unacceptable LOS F Base Case operation. PM Peak Hour: The OPSP would degrade acceptable (LOS D) Base Case operation to unacceptable (Los E) operation. s would be a significant • pact. • Mitigation Measure Traf-22: Intersection Level of Se follo • g • provements would •tigate OPSP-specific • pacts. These measures are c ently not included as part of the East of 101 Transportation Improvement Program. The OPSP shall provide a f. • share contribution towards all measures ently not part of the TIP. E. Grand Avenue 1 Gateway Boulevard ce. (see Figure 25 in Appendix E) The • Restripe the southbo d Gat ay Boulevard approach to con 1 left through lane, a combined through / right • lane d exclusive right restripe the northbo d Gateway Boulevard approach to cont. • a left combined through / right lane and an exclusive right lane. Finding: Implementation of the measures identified in Mitigation Measure Traf-22 would result in 2035 Base Case + OPSP Operation d a • the AM Peak Hour of LOS F-86.0 seconds control delay, which is better than Base Case operation (LOS F-121 seconds delay); and d g the PM Peak Hour of LOS D-43.1 seconds control delay, which is acceptable operation. Accordingly, Mitigation Measure Traf-22 would reduce the • pact to a less-than-s s sfic t level. I2ne, 1 lane. Also n lane, a • Impact Traf-23: Intersection Level of Se ce. The follo g intersection would receive a significant • pact due to the addition of OPSP traffic to year 2035 Base Case vol es (see Table 16.16). • E. Grand Avenue 1 Forbes Boulevard / Harbor Way AM Peak Hour: The OPSP would increase volumes by 2.8 percent at a location with acceptable LOS F Base Case operation. PAGE 54 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -61- EXHIBIT A - CEQA FINDINGS PM Peak Hour: The OPSP would increase vol es by 4.1 percent at a location with unacceptable LOS E Base Case operation. In addition, operation would be degraded to LOS E This would be a significant • a pact. Mi follo included as part of the East of 101 Tr sportation Improvement Progr. . The OPSP shall provide a f. • share contribution towards all measures currently not part of the TIP. 16.16). PAGE 55 g • tion Measure Traf-2.3: Int provernents would E. Grand Avenue 1 Forbes Boulevard 1 Harbor Way • Adjust signal 1 $ Restripe the southbo a d Forbes Boulevard approach to con lanes, a through lane and a combined through / left lane. • Restripe the northbo d Harbor Way approach to co combined through 1 left lane and an exclusive left Finding: Implementation of the measures identified in Mitigation Measure Traf-23 would result in 2035 Base Case + OPSP Operation d • g the AM Peak Hour of LOS D-52.2 seconds control delay, which is acceptable operation; and d • g the PM Peak Hour of LOS C-24.6 seconds control delay, which is acceptable operation. Accordingly, Mi a • tion Measure Traf-23 would reduce the 111 • pact to a less-th -signific. t 1 el. Impact Traf-24: Intersection el of Se ce. The following intersection would receive a cant • i pact due to the addition of OPSP traffic to year 2035 Base Case vol es see Table • • Airport Boulevard 1 S Mateo Avenue / Produce Avenue PM Peak Hour: The OPSP would degrade acceptable (LOS D) Base Case operation to acceptable (LOS E) operation. This would be a significant pact. • Mitigation Measure Traf-24: Intersection Level of Service. (see! e 25 in Appendix E) rhe follo • a g • provement would • te OPSP-specific • pacts. measure is c ently not included as p of the East of 101 T sportation Improvers t Program. The OPSP shall provide a fair share contribution towards all measures c ently not part of the TIP. Adjust signal s• • g. • Airport Boulevard / San Mateo Avenue / Produce Impact Traf-25: Intersection Level of Se ection Level of Se ce. (see F te OPSP-specific • pacts. These measures are c ently not . • • e 25 in Appendix E) The 2 exclusive right 2 exclusive right lane. ce. The follo g intersection would receive a • lanes, a Fin Implementation of the measures identified in Mitigation Measure Traf-24 would result in 2035 Base Case + OPSP Operation d g the PM Peak Hour of LOS D-44.9 seconds control delay, which is acceptable operation. Accordingly, Mitigation Measure Traf-24 would reduce the • pact to a less-than-signific t level. significant • • pact due to the addition of OPSP traffic to year 2035 Base Case vol es (see Table 16.16). OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -62- EXHIBIT A — CEQA FINDINGS AM Peak Hour: The OPSP would increase vol LOS E Base Case operation. s would be a signific t pact. Mitigation Measure Traf-25: Intersection Level of S follo • g • provement would *tigate OPSP-specific pacts. s measure is currently not included as p of the East of 101 Tr, sportation Improvement Program. The OPSP shall provide a f, • share contribution towards all measures c ently not part of the TIP. • S. Airport Boulevard / U.S.101 Northbound Hook Ramps 1 Wondetcolor Lane Adjust signal • Adjust signal a • g. 1 This would be a significant • pact. g. S. Airport Boulevard 1 U.S.101 Northbound Hook R, ps 1 'Wondercolor Lane Finding: Implementation of the measures identified in Mitigation Measure Traf-25 would result in 2035 Base Case + OPSP Operation d g the Peak Hour of LOS D-54.9 seconds control delay, which is acceptable operation. Accordingly, Mitigation Measure Traf-25 would reduce the pact to a less-than-significant level. Impact Traf-28: 95th Percentile Vehicle Queuing Synchro software evaluation. The follo off-ramp/approach to . adjacent intersection leading away from an off-tamp would receive a significant que g • pact due to the addition of OPSP traffic to year 2035 Base Case vol es see Table 16.17). Airport Boulevard 1 Sister Cities Boulevard 1 Oyster Point Boulevard Peak Hour: The OPSP would increase vol es by 7.1 percent in the left n lane on the Oyster Point Boulevard westbound approach to Airport Boulevard at a location with acceptable Base Case 95th percentile que • g greater than established standards. The left lane queue would be extended from 256 up to 273 feet at a location with only 140 feet of storage. PM Peak Hour: The OPSP would increase vol es by 3.2 percent in the left lane on the Oystet Point Boulevard westbo d approach to Airport Boulevard at a location with acceptable Base Case 95th percentile que • g greater than established standards. The left lane queue would be extended from 524 up to 542 feet at a location with only 140 feet of storage. In addition, the OPSP would increase vol • es by 10.5 percent in the through lanes on the Oyster Point Boulevard westbound approach to Airport Boulevard at a location 'th acceptable Base Case 95th percentile que • g greater than established standards. The through lane queue would be extended from 415 to 447 feet at a location *th only 250 feet of storage. es by 2.4 percent at a location with unacceptable ce. (see Figure 25 in Appendix E) The g Mitigation Measure Traf-28: Improvements for Vehicle Que g. (see F e 24 in Appendix E) The following • provement would • • te the OPSP-specific • pact. This r•rovement is included in the East of 101 Transportation Improvement Program and will be funded via the OPSP's traffic • pact fee contribution to this program: • Airport Boulevard / Sister Cities Boulevard 1 Oyster Point Boulevard PAGE 56 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -63- EXHIBIT A — CEQA FINDINGS Finding: Implementation of the measures identified in Mi • lion Measure Traf-28 would result in 95th Percentile Vehicle Que g at Oyster Point Boulevard Westbo d Approach Lanes, d a g the AM Peak Hour, of 242 feet at the left 1 e queue, with a Base Case 95th percentile queue of 250 feet; and d g the PM Peak Hour, of 506 feet at the left • lane queue, uth. a Base Case 95th percentile queue of 524 feet; and 280 feet at each trough lane, with a Base Case 95th perc - • tile queue of 415 feet. Accordingly, Mil tion Measure Traf-28 would reduce the pact to a less-th s • ficant leveL k Wastewater Capacity. The additional exceed the hydraulic capacities of the e i ting Oyster Point Sub , d p Station No. 2. The inadeq te capacity to serve the project's projected demand of the wastewater sub . and p p station is a potentially si • • cant Impact Util-2: Exceed Existing wastewater flows from the cons 111111 Mitigation Measure Util-2a: Upsize P p Station No. 2. To provide the req ed s for the Plan, P • p Station No. 2 need to be upsized to a • • capacity of 1.6. The Sewer Master Plan includes expanding P p Station No. 2. Improvements der the Sewer Master Plan are funded through a flat-rate sewer connection fee for new development and a monthly pact fee. The amo t of the pact fee is based on the q a tity (flow) of wastewater generated. The occupants of the proposed OPSP development shall pay the sanitary sewer fees " posed by the City of South S , Francisco in order to • 'tigate the cost of the pump station upgrade necessary to . ge the wastewater flows generated by the OPSP. pact PAGE 57 p Station and Sub • Mitigation Measure Util-2b: Oyster Point Sub a nk Replac - as ent. To provide the req ed s er capacity, the Oyster Point Sub a a will need to be replaced with a larger sized • line, with es ran from 12, 15, and 18-inches. The majority of these • provements are included in the S er Master Plan and are funded through a flat-rate sewer co • ection fee for new development d a monthly pact fee. The • t of the • pact fee is based on the quantity (flow) of wast ater generated. The occup , • ts of the proposed OPSP shall pay the s 'tary sewer fees posed by the City of South San Francisco in order to stigate the cost of the sewer system upgrades necessary to .. . nage the wastewater flows generated by the OPSP. from Eccles Avenue to Gull Road needs to be upsized to a 12-inch eter k s er. s se 0 t of sewer • k was not included in the reco • endations in the S er Master Plan. The applicants shall either work with the City to include this • prov - • - • t in an Sewer Master Plan update or directly fund their f. share of the • provement. An additional 700 feet of 8-inch diameter sewer ction of the total OPSP • er capacity Finding: The • provements specified in the Sewer Master Plan call for the Oyster Point Sub • nk to be increased from P p Station No. 2 to the intersection of Oyster Point Boulevard and Eccles Av ue. The provement calls for a new 18-inch di. eter pipe to replace the existing 12-inch s - er that continues northward on Gateway Boulevard from p Station No. 2. The portion that continues eastward along Oyster Point Boulevard from Gateway Boulevard consists of a new 15- inch eter sewer to replace • g1.0-inch and 12-inch diameter sewers. A new 12-inch eter section is needed to replace appro ately 800 feet of existing 8-inch diameter sewer to the intersection of Oyster Point Boulevard and Eccles Aven OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -64- EXHIBIT A — CEQA FINDINGS With the Sewer Master Plan provements and the additional 800 feet from Eccles Avenue to Gull Road identified in Mitigation Measures Util-2a and -2b, • pacts related to sewer capacity would be reduced to less than s ficant. C. LESS T SIGNIFIC T IMPACTS Based on the Final EIR and the record, the City Co cil finds that the Project would have less-than-s . ficant enviro ental pacts associated with the specific issues identified below, as addressed in the EIR. PAGE 58 Impact Vis-1: Scenic Vista. Many pro ent visual lan• ks, such as the San Bruno Mo t s, the San Francisco Bay, Sign • , and Wind Harp, are visible from properties in the East of 101 Area in South San Francisco, including along the Bay Trail. CEQA generally protects ag st signific t adverse • pacts to public views of such scenic vistas, taking into consideration the en • o ental context i.e., whether the view is from a recreation area or scenic exp se, as opposed from a d eloped urban area. Here, the Project • not significantly • pact public views of a scenic • from a recreation area or scenic expanse. Further, given the OPSP's urban setting, a less-than- significant • • pact would result on scenic vistas •th no •tigation warranted. No •tigation wart. ted. No •tigation w. anted. No ltigation wart. ted. Impact Air-3: Possible Exposure of Sensitive Receptors to Operational Odors. Development anticipated • der the OPSP may expose sensitive receptors to odors through development of new non-residential development that may be sources of odors near sensitive receptors. Such exposure would represent a less-than-signific t pact. Impact Bio-1: Loss of Co • on Terrestrial Habitats. Development of the OPSP would result in the modification or loss of Developed d L. dscaped areas, Calif° •a A ual Grassland/Coyote Brush Scrub, Ornamental Woodland Habitats d Non-J e'sdictional ored Rock Levee Slope Habitats. However, none of these habitats represent particularly sensitive, val ble (from the perspective of providing a portant wildlife habitat), or exemplary occ ences of these habitat types. Therefore, • pacts to these habitats, and the loss of potential nesting, roosting, and foraging oppo • 'ties associated with such habitats, are considered a less-th. -s ficant • • pact. Impact Bio-5: Loss of Habitat for Non-breeding Special-Status Wildlife Species. Several tares special-status species may use the OPSP area as tr sients or " ants, or may occur in very low n • bas, but are not pected to breed at the site or to be present in y numbers. These species include the Americ pere e falcon, black s er, harleq duck, northern h • er, Vaux's swift, yellow warbler, tricolored blackbird, white-tailed kite and lo erhead s • e. There would be no substantial loss of foraging or non-breeding habitat for any of these species, as the OPSP footp • t p • • lily includes already developed and/or heavily • pacted areas. Therefore, the • • pact on non-Breeding Special-Status Wildlife Species would be less-than-significant. 1 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -65- EXHIBIT A — CEQA FINDINGS No Impact Bio-8: Increased Recreational Dis bance on Wildlife. Recreational demand in the Oyster Point area is expected to increase with the development of the OPSP and such increased use could potentially subject biological resources (both wi ' and outside the OPSP area, such as waterbirds using the edge of San Francisco Bay) to greater dis bance by people w g and b • g. However, because there is already a subs , tial amount of human activity at Oyster Point, the area is already largely habituated to high levels of h an activity. Increased use of a - • s or other areas that are already f- • ly heavily used by people is thus not expected to reduce the use of such areas by wildlife. Therefore, an increase in recreational users of the Bay Trail and other areas adjacent to wildlife habitat resulting from cons cdon of the OPSP would have a less- • , a -significant pact on wildlife in these areas. No , 1 • PAGE 59 a s tion warranted. tion warranted. Impact Bio-9: Increased Lighting Impacts on Wildlife. Lighting in , . d adjacent to more na areas on the OPSP area, espe y the shoreline along San Francisco Bay, is expected to increase as a result of the OPSP. Artificial lighting has been demonstrated to cause changes in the physiology d behavior of ce • a als. However, the OPSP area is already subjected to substantial amo ts of cial night lighting, including night lighting from roads, parking lots, and buildings. As a result, any wildlife currently using the site is habituated to the lighting present wi • this urban area. The OPSP incorporates guidelines for the design of lighting to • a • • e light pollution in areas other those intended to be lit. Therefore, pacts from increased ghting levels on wildlife will be less-than-significant. •tigation w, anted. Impact Bio-11: Protected Tree R • oval. One or more ma e blue trees the 0 mental woodland habitat as y satisfy size req • ements for a "protected tree" der the City of South San Francisco's Tree Protection Ordinance. Trees are considered protected if they are 48 inches or more at 54 inches above the na al grade. These trees, while providing some wildlife habitat, are non-native invasive trees that severely degrade na al habitats. Eucalyptus species outcompete native species and produce leaf litter that reduces the diversity and cover, and can alter fire r es wi • the asso 1 , ted woodland derstory. If any of these trees are fo d to be of sufficient size to be considered protected under the City's or, - • ce, a pe 't be req • ed for th • r oval. However, due to the 1 habitat functions and values provided by these trees, th • loss, a d the loss of potential nesting, roosting, and foraging oppo • 'ties associated with th - • , thi is considered a less-than-significant •• pact. No 'tigation warranted. Impact Geo-1: Surface Fault Rup e. According to the latest available a ps, the OPSP site is not con • ed wi • an Alquist-Priolo E, quake Fault Zone bo dary. Published geologic maps of the area show the San Andreas fault (the closest kno fault to the site) as lying about 7.3 kilometers (4.5 miles) to the west. The potential • pact of surface fault rupture is considered less- than-ss cant. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -66- EXHIBIT A — CEQA FINDINGS No 'tigation warranted. Impact Geo-15: Expansive Soils. Available misting geotechnical info a ation for the OPSP site does not identify the presence of highly-plastic, near-surface exp sive soils. Therefore, at this the • pact of expansive soils . th respect to shallow foundations is considered to be less-th significant 's applies to the entire OPSP, including the Phase I Project. No *tigation warranted. Impact GHG-1: Cons a ction-Period GHG E ssions. Temporary cons would be an additional source of GHG e •ssions that could contribute to enviro a elm This is a less-than-significant pact. Although the • pact is less-than-significant, BAAQNID reco ends plementation of best management practices to further reduce cons a ction-period GHG N 'tigation warranted. PAGE 60 Less than Significant; No further u tion warranted. s pacts. GHG-1: Cons a ction GHG Reduction Measures. The follo • g best practice measures shall be included in cons ction contracts to reduce GHG e *ssions during cons ction, as feasible. ction vehicles/equipment shall be alternative At least 15 percent of the fleet of con fueled (e.g., biodiesel, electric). At least 10 percent of the building materials shall be locally sourced. • At least 50 percent of cons ction waste or demolition materials shall be recycled or reused. Impact Haz-7: Airport Land Use Plan. The OPSP would be located wi the j sdiction of the Airport Land Use Plan for the San Francisco International Airport. According to the East of 101 area plan, the most s gent height a ts in South San Francisco are south of Forbes Boulevard and Lindenville (the area between oad Avenue, South Spruce Avenue, . d 5 Mateo Avenue), which is south of the site. Federal Aviation Regulations, Part 77, • •ts building heights to an elevation of 161 feet above mean sea level, appro i a ately 12 to 14 stories, in the most restricted areas, increasing at a slope of 20:1 to a height of 361 feet above mean sea 1- el. Since the tallest building portion would not exceed 161 feet in height, the OPSP would be in compliance "th the Airport Land Use Plan. The • pact of the OPSP on the Airport Land Use Pl. is less-than- s 'ficant with no a 'tigation w a anted. ction-related exhaust •ficant pacts on the Impact Haz-8: C ulative Hazardous Impacts. The OPSP would be one of n erous sites, some of which are also exis a g hazardous materials sites that are anticipated to undergo d- elopment/redevelopment in the vie ty. The OPSP would contribute to a c • ulative increase in the n ber of sites h. • g hazardous mat "als, d would result in a c ulative increase in transportation, use, disposal, and potential for exposure to and/or accidental release of hazardous materials d • both cons a ction and operations. However, the c ulative pact is expected to OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -67- be slight and identified project-specific - tigation measures would reduce this s cant level lth no additional • "tigation req • ed. JI No II • PAGE 61 IBIT A — CEQA FINDINGS • stigation warranted. Impact Hydro-4: Risk of Flooding. The OPSP is not located • • the sic" *ty of a levee, nor in a • tial flood path of a dam failure. The OPSP is located on the coast of the San Francisco Bay and therefore could potentially be at risk of flooding due to c • te-induced sea level rise. However, grading changes proposed as a part of the Phase I Project would reduce the potential of flooding to a less-than-significant • pact. "tigation warranted. Impact Hydro-5: In dation by Ts a . Ts a • s, or tidal waves, are huge sea waves that are caused by seis "c activity or other disturb ce of the ocean floor. Portions of South San Francisco that are near the bay and low-1 are considered to be at risk for in • dation by ts • • wave run- up. Wave up is es • ated at 6 feet above mean sea level for a 500-year ts a . The margins of the OPSP area • ediately border the bay waters. As such, a ••• • - of area is at or below 6 feet above mean sea 1 el. How er, development plans to not include development of the rgins of the site that are at or below 6 feet above mean sea level. In addition, much of the shoreline of the OPSP area is protected by rip-rap to prevent damage to the shoreline by wave run-up. Consequently, this • pact would be less-th# -s "ficant with no •• • tion req ed. No a. tigation wart. ted. Impact Hydro-6: C ulative Impacts on Hydrology . d Water !!uHi ty The increased cons a ction activity and new d elopment resulting from the OPSP, in conjunction with other foreseeable development in the city, would result in less-than-s". • • cant pacts on hydrology • d water quality conditions with no additional *tigation measures necessary. No •• tigation warranted. No mitigation w. anted. the project. ss is a less-than-s 10 No Itigation w # anted. subs tial pe anent increase in 1 241 cant • pact. 1 pact to a less-than- Impact Noise-1: Noise Levels at Proposed Uses. The OPSP will not expose persons to or generation of noise 1 els in excess of s dard established by the City of South San Francisco. This is a less-than-s' ficant pact. Impact Noise-2: Projected Noise Increases. Folio 0 g cons • ction, the OPSP will not create a bient noise levels in the project vi ty above existing without Impact Noise-3: C ulative Noise Increases. Traffic vol es along roadways se g the OPSP area will increase as a result of • ulative growth pl ed in and aro • d the City of South San OYSTER POINT SPECIFIC PLAN AND PHASE PROJECT -68- EXHIBIT A — CEQA FINDINGS Francisco. The OPSP would not make a "c ulatively considerable" contribution to c ulative traffic noise increases at noise sensitive receptors wi the OPSP area. s is a less-than- significant c ulative .pact. No *tigation warranted. Impact Noise-4: Gro generation of excessive gro dbome vibration or gro dborne noise levels. 's is a less-than- significant • • pact. No •tigation warranted. Impact Noise-6: Aircraft Noise. Proposed uses developed at the site would be exposed to inte • 'ttent noise from craft associated •th S. Fran • co International Airport. The exterior noise en • o • ent at the OPSP area would be considered compatible *th proposed sensitive uses. This is a less-than-significant pact. PAGE 62 No • t „tion w • anted. Impact Pop-1: Indirect Population Growth. As a large employment center, build-out of both Phase I Project and the entire OPSP would indirectly induce population growth through creation of additional jobs. However, these additional jobs would help in part to correct job deficiencies region- wide and the • pact would be considered less-than-significant. No •tigation warranted. Impact Traf-3: Bicycle Lane. Class II bicycle lanes be provided along Oyster Point Boulevard and Ma v Boulevard their entire lengths internal to the OPSP site. The Bay Trail bikeipedestri path • also be completed internal to the OPSP site. The Phase I TDM conceptual site plan shows that bike parking areas will be provided the building's garage. These would be a less-than- s` •ficant • • pact, therefore no tigation is req ed. tion warranted. Impact Traf-4: Year 2015 Inte J Circulation. Year 2015 Base Case + Phase I Project and d PM peak hour vol es and roadway geometries expected internal to the project site along Oyster Point Boulevard and M, a a Boulevard (with Phase I development) are presented in F* e 16 in Appendix E. Analysis has been conducted of the Oyster Point Boulevard 1 M, • a Boulevard and Ma • a Boulevard 1 Phase I access/Bayfront parking lot intersections ass • g all-way stop control at each intersection. As shown in Table 16.21 below, both intersections should operate acceptably 5 would be a "th projected year 2015 volumes, including development of the Phase I Project. less-than-s s • cant • pact, therefore no • No • tigation warranted. dborne Vibration. The OPSP is not anticipated to expose persons to or 1. tion is req • ed. OYSTER POIN1 SPECIFIC PLAN AND PHASE 1 PROJECT -69- EXHIBIT A — CEQA FINDINGS Impact Traf-15: On-Ramp Operation. Phase I Project traffic would not produce a significant pact at any on-ramp (see able 16.7). This would be a less-th, -significant • pact, therefore no lion is req • ed. No 'tigation w„ anted. N No 0$ 01 PAGE 63 Impact Traf-16: Freeway M, e Operation. No U.S.101 in e segment would receive s •ficant • pact due to the addition of Phase I Project traffic to year 2015 Base Case vol es. Operation would remain LOS D or better at all locations (see Table 16.13). 's would be a less- than-significant pact, therefore no 'ligation is req ed. tion w anted. Impact Util-1: Increased Water De. d. Build-out of the OPSP area would increase water de... d and use of the local water sys • . However, according to the Water Supply Assessment and Utilities Study, there is sufficient water supply through the year 2030, including the increased demand from the OPSP, and adequate water syst- capacity. This is a less-th, -significant • • pact. No •• a tion warranted. 'ligation warranted. No tigation warranted. 00 Impact Util-3: Increased Wastewater Treatment Demand. Bad-out of the OPSP area would increase wastewater flows and increase demand at the South S, Fr, cisco-S , Bruno Water Q ty Control Plant. However, according to the South San Fr, cis • /San Bruno Water Quality Control Plant Draft Facilities Plan Update, there is sufficient capacity through the year 2030, including a reserve capacity for flows from the East of 101 area. As the wast ater treatment plant has adeq te capacity to s e the OPSP's projected demand, this increased de nd is a less-than-significant Impact Util-4: Increased Impervious Area. OPSP area build-out '4 increase the pe ous area by two acres, or 2.6 percent, which could result in increased sto .1 water flows and/or off not meeting treatment req - ts, •thout appropriate on-site controls. However, the potential for increased flows will be • "tigated through req ed compliance 'th the NPDES p 't process, which will req e such controls. Additionally, sto water controls proposed to meet or exceed LEED standards. The OPSP would not req e additional off-site sto so water facilities or fail to meet treatment req ts. is a tess-than-s ficant i pact. 1,1 OYSTER POINT SPECIFIC P -70- Impact Util-5: Increased Solid Waste Disposal Demand. The OPSP would increase solid waste g a eration at the site but would be served by a landfill with suffici t pe • •tted capacity to acco • odate the OPSP's solid waste disposal needs, and would not pede the ability of the City to meet the applicable federal, state and local statutes and regulations related to solid waste. The OPSP would have a less-than-s': 'ficant • pact with no a tion w • anted. AND PHASE PROJECT EXHIBIT A — CEQA FINDINGS No I *tigation warranted. Impact Util-6: Increased Energy Cons ption. The OPSP would have an incremental increase in the demand for gas and electrical power given the increase in development in the OPSP area. How er, the OPSP is expected to be served •th existing capacity and would not require or result in cons • ction of new energy facilities or expansion of existing off-site facilities and would not violate applicable federal, state and local statutes and regulations relating to energy standards. Additionally, buildings in the OPSP are proposed to meet or exceed LEED standards. The OPSP would have a less-than-significant • pact relating to energy cons ption with no • 'tigation warranted. No 'ligation warranted. Iv. FINDINGS • ING ALTE ATI S Public Resources Code Section 21002 provides that "public agencies should not approve projects as proposed if there are feasible alternatives or feasible •tigaiion measures available which would substantially lessen the significant en • o • ental effects of such projects[.]" The same statute states that the procedures req • ed by CEQA "are intended to assist public agencies in systematically identifying both the significant effects of proposed projects and the feasible alternatives or feasible •tigation measures which avoid or substantially lessen such significant effects." Where a lead agency has deter ed that, even after the adoption of all feasible • •tigation measures, a project as proposed still cause one or more significant enviro ental effects that c ot be substantially lessened or avoided, the ag cy, prior to appro • g the project as 'tigated, must first dete • e whether, with respect to such pacts, there rem, any project alternatives that are both en o entally superior and feasible wi the me, • g of CEQA. Although an EIR must evaluate this ran • alternative may u.1.1 a ately be deemed by the lead agency to be "infeasible" if it fails to fully promote the lead agency's underl • goals and objectives with respect to the project. (Ca), of Del Mar v. Ciy of San Diego (1982) 133 Cal.App.3d 410, 417.) c"}leasibility' under CEQA encompasses 'desirability' to the extent that desirability is based on a reasonable balancing of the relevant econo c, en • o • ental, social, and technological factors." (Ibid.; see also Sepoyah Hills Homo ers Assn. P. City of Oakland (1993) 23 Cal.App.4th 704, 715.) Thus, even if a project alternative avoid or substantially lessen . y of the significant en • 0 • ental effects of the project, the decision-makers may reject the alternative if they dete that specific considerations make the alternative infeasible. Chapter 19 of the Draft EIR discussed several alternatives to the Project in order to present a reasonable range of options. The alternatives evaluated included: Alternative A: No Project/No Redevelopment Alternative • Alternative B: Reduced Intensity (FAR 1.0) Alternative • Alternative C: Reduced Intensity (FAR 1.12) Alternative Given the na e of the project (a Specific Pl. for a specific site), the fact that the project applicant owns this site and does not intend to develop these uses in another place, an off-site alternative was not feasible. Also, because the types of uses proposed are allowed der the existing General Plan designation for the site, and because the OPSP is compliant *th '11..)A4 program trip PAGE 64 OYSTER POINT SPECIFIC P AND PHASE 1 PROJECT -71- Ex Harr A — CEQA FINDINGS reductions and reduced parking levels, only development intensity was targeted as a par, eter that could be ch ged to affect • a pacts. Two reduced intensity alte fives were , alyzed, office/R&D development at a FAR of 1.0 and Alt- ative C, with an FAR hgf-way between that and the proposed FAR of 1.25, at 1.12, uth a reasonable expectation that this reduction could reduce kn© significant and unavoidable • ...pacts. The Agency finds that a good faith effort was , de to - , al te all feasible alternatives in the EIR that are reasonable alte fives to the Project and could feasibly obtain the basic objectives of the Project, even when the alt- fives "ght • pede the at • • • ent of the Project objectives and ht be more costly. As a result, the scope of alternatives analyzed in the EIR is not unduly ted or n, ow. The Agency also finds that all reasonable alternatives were reviewed, analyzed and dis ssed in the review process of the EIR and the al; ate decision on the Project. (See Draft EIR, Chapter 19.) A. No ROJECT/NO RED LOPME ALTE AT No Project/No Redevelopment Mtemative: Alternative A is a "no project" alte • tive. It ass •• es the proposed OPSP is not approved and the existing uses remain on the site, and are not redeveloped at higher density. As the only currently vacant area, the portion of the OPSP area to the south of Oyster Point Boulevard and east of Gull Road would reasonably be expected to be d- eloped even without approval of the OPSP. For this analysis, it has been assumed this area of a tive would be developed with uses s • , to the existing Oyster Point Business Park, consis single-story office/light indus au , building of appro • ately 65,000 square feet. This Alte ass • es no other development and no roadway, recreational, or landfill cap • • provements. This alternative satisfies the CEQA req • ement to eval te a "No Project" alternative, which means "the existing conditions, as well as what would reasonably be expected to occur in the foreseeable fu e if the project were not approved, based on . ent plans and consistent 'th available infras a c e and co • as •ty se ces" (CEQA Guidelines, Section 15126.6[e] [2]). PAGE 65 th Gut e . es allow the no project altemative to assess developm - • t der the continuation of e • existing pl, , policy, or operation into the future, the site is • - tly d eloped as a office/light Indus mi business park and while it is possible the site will be red 'eloped at some fu e point even if a project does not proceed at this • e, there is no reason to beli - e this would happen in the neat-te • or that n d elopment would necessarily be more dense than the existing development. - . ere ore, ternatve pres • es the site would rem, largely in its ent state. 4P Impacts: The No Project Alt • ative would involve only 'ted c • !es to the existing d elopment at the OPSP site , d so only a Ited potential for en o ental pacts. The pacts of the existing uses are consistent •th the baseline for eval tion of this EIR, and therefore not considered new • •• pacts. The only new a pacts would result from the development of the ently vacant parcel at the southeast corner of Oyster Point Boulevard and Gull Drive. However, this Alternative would not involve provements to the roadways or upgrading of the 12ndfi11 cap and would not involve development of a recreational area d waterfront open space. As dis ssed below, the • jority of ' • pacts would be substantially reduced der this Alternative, including the avoidance of all S' • • c, t and Unavoidable pacts identified der the proposed OPSP, which are related to conflict with the Clean Air Plan, cons • ction noise and traffic congestion. OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -72- EXHIBIT A — CEQA FINDINGS Finding: Alternative A would not support many of the project objectives, and those that it would support would be supported to a substantially lesser degree than the OPSP. By developing only the currently vacant parcel and not redeveloping any of the existing uses, development intensity would be reduced by appro ately 95% and all of the project objectives would be seriously compro sed, including: or protection from sea level rise. e econo cally feasible as described, Alternative A does not propose needed upgrades to the landfill site or upgrades to utilities and infras cture and the enviro ental. "tigation that would be req ed to do so. The No Project/No Redevelopment Alternative would fail to meet most basic project objectives, and is incapable of fully promoting the Agency's derlying goals - th respect to the Project. Accordingly, the Agency finds the No Project/No Redevelopment Alternative to be infeasible. B. REDUCED INTENSI (F ' 1.0) ALTE Reduced Intensity (FAR 1.0) Alternative: Alternative B would allow redevelopment of the OPSP site at an FAR of 1.0 for office/R&D uses. This alternative ass es the same area for office/R&D uses 'th the same 40/60 split between office and R. • development and s • at phasing and parking ratio. The rem, • der of development, i.e., hotel and recreation fields, would re • • the same as that proposed under the OPSP. This alternative would result in the cons • ction of appto • ately 714,400 square feet of office uses and 1,071,600 square feet of R&D uses, for a total of 1,786,000 square feet of office/R&D development. Buildout • der Alt- • ative B would result in appro • ately 5,000 office/R&D employees on the OPSP site (1,440 less than der the proposed OPSP). • There would be substantially fewer jobs created d g the cons a ction d operation of the development and substantially fewer employees that would be potential Ferry users brought to the site. This alternative would not create new recreational space or provide for L dfill cover rep PAGE 66 The site would not be transfo ed into a gat ay and underutilized land would not be redeveloped. Reorga • ing the L d use pattern • d redeveloping underutilized 1 d will be less feasible because substantially less tax increment will be generated s d there would be substantially less value in the private redevelopment to support public infras • c e d co benefits through a co unity facilities district; The quality of development d jobs in the atea would not be subst tially enhanced, not would the collection of t es and fees. AT Impacts: Reducing the allowable office/R&D developm • t to that which is c ently allowed under the General Plan (i.e., a reduction of appro • ately 20%) would p • satily reduce pacts related to vehicle trips and to some degree cons • ction-period • pacts, such as . • quality e s ssions, traffic d noise. Alternative B would also avoid the new S 'ficant d Unavoidable • pact due to the conflict regarding ass • ptions in the Clean Air Plan related to growth in vehicles miles traveled versus population growth (Impact Air-1). • e the growth in vehicles miles traveled would still be above that identified in the Clean Air Plan, Alternative B would be consistent *rh the General P1 which already disclosed this inconsistency for development consistent with the General Plan. s OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -73- EXHIBIT A — CEQA FINDINGS Therefore, no new pact would be identified related to conflict 'th the Clean Air Plan. However, Alternative B would not, as dis ssed below, result in the avoidance or Jesse • g of any other s cant and unavoidable ' • pacts to a less than s ficant 1 e - l. a ai . Finding: Alternative B would not support basic project objectives. By redu g the proposed development intensity by appro tely 20%, several project objectives are seriously compro including: • The econo c bility o tr. s sfo a g the area into a gateway into South San Francisco because the net property 11 and other fees from development will be reduced; • There would be f- PAGE 67 or protection from sea 1- el rise. • Reorga • g the land use pattern and redeveloping • derutilized land be less feasible because less tax increment « be generated by projects that are wi the redevelopment area and there would be less value in the private redevelopment to support public infras • c e and co •• 1 •ty benefits through a co 'ty facilities district; er us of the Ferry T • al since South San Francisco's t • al is an employment destination, and the fewer ployees in the area, the f er potential riders; , • d • There would be fewer jobs created d g the cons ction and operation of the development. This alternative would not create new recreatio -1 space or provide for landfill cover rep W ithout allowances of greater FAR for private development, y of the basic OPSP objectives could not be met. Alternative 3 would gen 4te less revenue from private redevelopment and 4y not be econo tally feasible. The econo c feasibility of completing the needed upgrades to the landfill site d upgrades to utilities d infras a cture and the en ' o a ental is e tion that would be req ed for these ptovements and y re-d elopment would be in question der this reduced intensity alternative. The Reduced Intensity (FAR 1.0) Alternative would fail to meet most basic project objectives, and is incapable of fully promoting the Agency's • derl • goals . th respect to the Project. Accordingly, the Agency finds the No Project/No Redevelopment to ative to be infeasible. C. REDUCED INTENS (F 1.12) ALTE ' AT Reduced Intensity (F 1.12) Ake tive: Alternative C would allow redevelopment of the OPSP site at an FAR of 1.12 for the office R&D areas, with ch to the other p anne development (hotel, recreation fields). This alternative ass es the s e area for office/R th the same 40/60 split between office and R&D development , d s , phasing an d p ratio. 's alternative would result in the cons a ction of appro sa teiy 800,1 1 0 sq uare uses a d 1,200,165 square feet of D uses, for a total of 2,000,275 sq e feet of office/R&D development. Buildout der Alt ',dye C would result in appro ately 5,600 office/R&D p oyees on the OPSP site ess than der the propose OPSP). !,. uses Impacts: Reducing the allowable office/R. 1 development to FAR of 1.12 (a reduction of appro • ately 10%) would p ip y reduce • pacts related to vehicle trips and to some degree cons a ction-period pacts, such as air quality e sions, traffic and noise. However, while Ake a 4tive C would marginally reduce some pacts, it would not, as discussed below, result in the OYSTER POINT SPECIFIC P AND PHASE I PROJECT -74 EXHIBIT A CEQA FINDINGS avoidance or lesse g of the identified significant and avoidable pacts to a less than signific level. PAGE 68 Finding: Alternative C would not support all project objectives. By redu g the proposed development intensity by appro " • ately 10%, several project objectives are compro •sed, including: • The econo • *c viability of transfo • • g the area into a gateway into South San Francisco because the net property tax and other fees from development be reduced; • Reorganizing the land use pattern and redeveloping underutilized land be less feasible because less tax increment will be generated by projects that are the redevelopment area and there would be less value in the private redevelopment to support public infras c e d co unity benefits through a co • • 'ty facilities district; There would be fewer users of the Ferry Te • al since South San Fr, cisco's te al is employment destination, and the fewer employees in the area, the fewer potential riders; and • There would be fewer jobs created d • g the cons ction and operation of the development. 's alte tive would not create new recreational space or provide for landfill cover rep or protection from sea level rise. Without allowances of greater FAR for private development, many of the basic OPSP objectives would be compro sed. Alternative C would generate less revenue from private redevelopment and may not be econo 'cally feasible. The econo •c feasibility of completing the needed upgrades to the landfill site and upgrades to utilities and infras c e and the en o ental *tigation that would be req • ed for these • • provements and any re-development would be in question under this reduced intensity alternative. The Reduced Intensity (FAR 1.12) Alternative would fail to meet most basic project objectives, and is incapable of fully promoting the Agency's derlying goals *th respect to the Project. Accordingly, the Agency finds the No Project/No Redevelopment Alternative to be infeasible. D. E IRO E ALLY SUPERIOR ALTE In addition to the discussion and comp , a son of • pacts of the proposed OPSP and the alternatives, Section 15126.6 of the CEQA Guidelines requires that an en • o • entally superior" alternative be selected and the reasons for such a selection disclosed. In g eral, the en • o • entally superior alternative is the alternative that would be expected to generate the least amo t of ificant • pacts. Identification of the en o s entally superior alternative is an info • ational procedure and the alternative selected may not be the alternative that best meets the goals or needs of the lead agency. Alt ative A, the No Project/No Redevelopment Alternative, proposes development only on a currently vacant parcel and would result in the fewest employees on the site d therefore, the least t of vehicle trips, roughly only 5% of the trips that would have been generated under the proposed OPSP. This lesser o t of trips would provide the largest decrease in operational e • ssions, vehicular-related noise increases, and traffic • pacts, including avoidance of all the identified Significant and Unavoidable pacts der the proposed OPSP. However, benefits identified der the OPSP would not be realized der Alternative A, such as • provements to the AT OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -75- EXI-1 - CEQA FINDINGS landfill cover, remedial:b... O. the surrys, protection a st sea level rise and provimion of recreational 2reas. Noneth less, on briance, Alternative A would be the en o • entally sup - , - Lior alternative. The CEQA Guidelines also req e that "if t1 rriro • tally superior alternative is the 'no project' alternative .e EIR shall also :;( an envito • entally superior alternative among the other alternatives" (CEQA Guidelir--;s Section 13126.6(e)(2)). The other two alternatives, Alte as , fives B and C, would reduce the amount of df.Teloptnent on the site, resulting in roughly F373 or 90% of the trips as would have been generated under t' propo! OPSP, respectively. How - • er, although the lte tives would result in some tech —lion of employ es or vehicle trips to the OPSP site, neither would be capable of ing impacts to a degree would reduce the Ss! • cant and Unavoidable • pacts to quality, greenhouse gas e • *ssions, noise, and traffic to a. N than significant level. Therefore, no analyzed alternative is superior in this regardliad, s • to the pro OFT, all analyzed alt_matives world resul.i in ' i*: and avoidable pacts. Among the two alternatives, he enviro =IA iwpacts a.so ted with the Reduced Intensity (1.0) Alternative would be expected to be Jightly less th, those associated with the Reduced Intensity (1.12) Alt • ative, by tue of the less intense d elopment. Therefore, disco • u g the No Project/No Redevelopment Alternative, the Reduced Irie:.1„it1 (1.0) Alternative wculd be the en onmentally alternative. • PAGE 69 v. STATEME GF 0 RRIDING CONSIDERATIONS Pursuant to Public Resources Code Secti3 .121081 d CEQA Guidelines Se:tion 15093, the Agency adopts this Statement of overriding Considerations for those i - identified as • s • • c t and avoidable in the Oyster Point Specific Plan and Phase I Project EIR (SCH No 2010022070; Certified March 23, 2011 by Resolution No. ), as er identified and described Section III.A of th Findings. The Agency has carefullyi.:: each pact, has adopted all feasible Itigation me2-ures, and has balanced the ecoli_c, flic, legal, social, technological, and other benefits of the Project a! st the significant and rvoidable • pact associated • the Project. The Agency has also ex, ed pot - tially feasible olt.rnatives to the Project, none of r would both meet most of the project objective„ and result in sullsrantial reduction or wr-oidance of the Projec2s significant and unavoidable ' ,acts. The Agency he adopts and makes the follo • g Stat ent of Overriding Conside.2. regarding the st.rifi.c, t • d uravoida.ble pact of the Project d the anticipated cc xi clic, legal, se :jai, technolc d -tiller benefits of the Project. • e Pro e. phased removal an acement o • • s g • ustria bui r'; rgs at the Project Site, and the phased constrr Dil of an office/R&D development at an FAR of 1.25, up to a total of 2,25 i.,230 squarJ feet on the western portion of the Project Site, including a "Phase I" development consis.,;ng of grading and refuse relocation for the stial 50C,000 mu.are feet office/R&D in three building,; of up to ten stories and parking s • c e, and public amenities including creation of waterfront open spa r:e, a promenade along the realigned Oyster Point and • II M a Boulev: d • ction of a fl 1-use recreatic_ are , , g rd ite preparation of the fu e hotel parcel, as well as re, • se ent, rc-nnfigtration, replacement, and improvement to existing roadways and infras c - including repair of the landfill clay cap, to facilitate the development of ie Project. The c ojectives of the P include the folio g: Create a vibrant destination and a new gateway to the City of South San Francisco. ON'TEk PLAN AND R-IAS PRO -76- EXHIBIT A - CEQA FINDINGS 2. Reorga e the area into a better pattern of land uses that stakeholders. Provide quality research and development facilities consistent Ith the General Plan designation as a site for business and technology park facilities. 4. Continue to develop the East of 101 area into a nationally reco ed research an development center that will attract other life science and high technology businesses. 5. Enh ce availability of public open space and access to the Bay. 6. Provide flexible recreational amenities for public use. 7. Rep . • and upgrade the landfill closure to Title 27 standards. 8. To co teract the potential effects of sea level rise on the closed landfill and public and surto ding property. 9. Untangle the various gro d leases and land uses that has prohibited the City and Agency from realizing its vision for a coherent • e of public and private land uses on Oyster Point. PAGE 70 Redevelop under-utilized land. 11 . Reconfigure existing roads to enhance view co dors to the Bay and acco odate a more efficient layout of development sites. 12. Generate additional dem. d for the transit mode-shift oppo 'ties inherent in pro . ty to the upco • g ferry ter • al. 13. Build a Project that creates quality jobs for South San Francisco. 14. Generate net property tax and other fees from the development Project . d hance property values. 15. Build a Project that is viable in the East of 101 area based upon rket conditions and projected se *ce req • ements for the area. 16. Develop a Project of high quality design as called for in the Design Element of the East of 101 area Plan and which integrates with adjos • g properties. 17. Allow for use of redevelopment tax increment and debt to help ensure fiscal feasibility of this . d other redevelopment area projects. The s ficant and avoidable pacts of the Project are as identified in Section III.A of these Findings. As ardculated in Section III.A, the Agency has found that proposed • •tigation measures will reduce some of the Signific • t and Unavoidable pacts, but not to levels of less than significant I , e the Ap cy has adopted all feasible • • a tion, some • pacts rem, • Significant and Unavoidable. The Agency reco! • es that the plementation of the Project c. 'es *th it avoidable adverse en • o • ental effects as identified in the EIR. The Agency specifically finds that to the extent the identified adverse or poten i y adverse • pacts for the Project have not been *tigated to acceptable levels, the follo • g specific econo • .c, social, en o • ental, 14 d use, and other considerations support approval of the Project: benefit all of the co • II 1 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -77- A. The existing physical en o ent consists p of light indus development in the Oyster Point Business Park, and • al public " • provements in the Oyster Point Ma a area. The Project MI convert the property to uses consistent *th the campus oriented research & EXHIBIT A CEQA FINDINGS development uses, including additional , enities and prov ts, and redevelop the point to provide substantial new public , enities including waterfront beach park, Bay Trail provements, an upper promenade, flexible use recreation fields and site preparation for a potential future hotel. These uses would not be achieved 'thout the Project. B. The proposed Project has been designed to acco odate and integrate 'th the new t- al, scheduled to open in 2011. C. The proposed Project provide sprovements needed for redevelopment of the site and higher intensity uses, including repair and upgrade of the landfill cap to Title 27 standards and en onmental remediation. D. The proposed Project up des to utilities d ins above the landfill. E. The proposed Project will co • teract the potential effects of sea level rise on the closed landfill and publicly accessible open space and recreation uses on Oyster Point. F. The proposed Project I prove derutilized bay front property and provide greater public access and amenities to the area. G. The proposed Project workers in the co a tY. 1613627.1 realign Oyster Point and M aa Boulevard and allow for tion of infras c e designed to withstand the effects of settlement provide quality research and development facilities, consistent 'th the General Plan, that increase the City's tax base d generate high quality jobs for is, ed H. The proposed Project be built to the Leadership in Energy and Enviro ental Design (LEED) Green Building Rating System Silver c - ;fication and also provide 1 dscaping and lighting for the property and prove the overall aesthetic character of the site. 1. The proposed Project is designed to take advantage of and promote the use of public transit by adopting a Transportation D nd Management Plan that provides incentives for employees to use alternative modes of transportation. PAGE 71 OYSTER POINT SPECIFIC PLAN AND PHASE 1 PROJECT -78- Mitigation Monitoring and Reporting Program II III Exhibit C -79- ll 4 A RESOLUTION APPROVING THE ACQUISITION OF CERT REAL PROPERTY LOCATED AT OYSTER POINT A. APPRO G THE DISPOSITION OF SUCH PROPERTY PURSU T TO A DISPOSITION:` DEVELOPMENT AGREEMENT TO OYSTER POINT VENTURES, LLC; APPROVING THE HEALTH s TY CODE SECTION 33433 PORT IN CONNECTION WITH SUCH DISPOSITION; ADOPTING INGS IN CONNECTION WITH THE FORE ING SACTION REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFO A WHE AS, the Redevelopment Agency of the City of South San Francisco ( "Agency ") is a redevelopment agency existing p t to the Comm s 'ty Redevelopment Law, Califo 'a Health and Safety Code Section 33000, et seq. (the "CRL"), and pursuant to the authority granted they ;, der, has responsibility to impl ent the redevelopment plan for the Downto Central Redevelopment Project Area (the "Project Area") established by the Redevelopment Plan adopted for the Project Area pursuant to Or w :: ce No. 1056 -89, adopted on July 12, 1989 and as subsequently ended (the "Redevelopment Plan "); and EREAS, the City of South San Francisco ( "City") is the o er of certain real property located at the Oyster Point Marina Area wi ': the Project Area and co only kno as the Oyster Point Marina ( "Marina Property"); and WHEREAS, the City and the San Mateo County Harbor District ( "District ") have established a joint powers authority that gov : s the development, operations, and tenance of the Oyster Point Marina Property, inol g manag = ent of the Oyster Point Marina by the District; and RESOLUTION NO A WHEREAS, Oyster Point Ventures LLC, a joint venture b een Shorens Properties and SIBS Investments LLC ( "Developer "), o :s the Oyster Point Business Park, which is adjacent to the Oyster Point M na, for the purpose of developing the Oyster Point Business Park into a mod research and development life scien pus; and WHEREAS, in collab : tion with City and Agency, Developer has proposed a public- private development approach that would result in an integrated development of the Oyster Point M a and the Oyster Point Business Park ( "Project Site") M angst the City, the District, the Agency and Developer; and, REAS, on May 13, 2009, the City Co cil and Agency Board of Directors approved a M orand of Und tanding, which set forth (1) a description of the Project to dertake the required analysis by the City and Agency pursuant to the California Enviro ental Quality Act ( "CEQA "), (2) the feasibility of the project and allocation of estimated costs ong the parties, and (3) the necessary pla ing activities, entitl ents and agre ents to impl ent the Project; and, WHEREAS, Developer has proposed the phased r , ' oval and replac ent of c. n existing buildings at the Project Site, and phased construction of an office/R&D development at a floor area ratio of 125 up to a total of 2,254,230 square feet on the western portion of the Project Site, including a "Phase I" development consisting of grading and refuse relocation for the initial 508,000 square feet office/R&D in three buildings of up to ten stories and a parking structure, and public 'ties including creation of waterfront open space, a promenade along the realigned Oyster Point and Marina Boulevards, construction of a flexible -use recreation area, grading and site preparation of the future hotel parcel, as well as reali ent, r nfiguration, replacement, and improv ent to existing roadways and infrastructure to facilitate the development, subject to the t s of the Project entitl ents including the proposed Development Agre ent (collectively, the "Project "); and WHEREAS, the Project includes r ediation of existing enviro ental degradation and cont ination, including repair or replac ent of the cap of a closed ` cipal landfill located i a a ediately adjacent to the San Francisco Bay and ediation of an industrial sump 'thin that closed m ' cipal landfill; d EREAS, the Project will raise the level of ain portions of the closed landfill and its p ' eter to counteract the projected effects of sea level rise on the closed landfill and the surrounding property, and protect the enviro ent from potential release of the contents of the landfill into the Bay; and EREAS, pursuant to CRL Section 33220(a), the Agency desires to acquire, and City desires to sell, a portion of the Marina Property o ed by the City, as more p 'cularly described in the legal description attached to this Resolution as Exhibit A, and illustrated in the figure attached as Exhibit B ( "Conveyed Property "), for the purpose of ' pl enting the Project; and EREAS, in order to c out and ' pl , ent the Redevelopment Plan, the Agency desires to enter into a Disposition and Development Agre ent (the "Agreement "), attached as Exhibit D, with the Developer pursuant to which the Agency will sell the Conveyed Property to the Developer for the purpose of developing and constructing the Project and Developer will assign the g's Leasehold Interest to the Agency; and 2 -81- EREAS, the Conveyed Property is located wi the Project Area, the acquisition, improv ent and operation of the Project pursuant to the Agre , ent will benefit the Project Area by providing quality co erci al and retail tenants, thereby promoting quality development, construction jobs, p the enviro ent of the Project Area; and WHEREAS, pursuant to CRL Section 33433, the Agency is authorized with the approval of the City Co • cil after a duly noticed public h g, to sell the Conveyed Property pursuant to the Redevelopment Plan upon a (let - • 'nation by the City Council that such sale of the Conveyed Property will assist in the el' • ination of blight, that the consideration for such sale is not less than the fair market value or fair reuse value of the Conveyed Property in accordance *th the covenants and conditions gov- ing the sale of the Conveyed Property and prov ent costs required thereof, as well as the particular uses to be conducted by the Developer on the Conveyed Property, and that the purchase and sale under the t s and conditions set forth in the Agre ent is consistent with the Impl entation Plan; and WHEREAS, CRL Section 33433 provides that prior to the Agency's sale of property acquired with tax incr ent funds the Agency must prepare and make available to the public a report (the "Reuse Report") des - bin the t s of the sale and development of the property; and WHEREAS, the Ag- cy has caused a Reuse Report to be prepared, attached as Exhibit C, and a joint public h g of the Agency and City Council on the proposed Agreement was duly noticed in accordance with the requir- • ents of CRL Sections 33431 and 33433; and EREAS, the proposed Agre ent, and a s • ary report meeting the requir ents of CRL S joint public hearing; and EREAS, the Agr blighting conditions and would on 33433, were available for public inspection prior to the EREAS, in view of all of the restrictions, • 'tations and requirements under the Agre ent, the purchase price to be received by the Agency for the sale of the Property pursuant to the Agre ent is not less than the fair reuse value at the use and 'th the covenants and conditions and development costs authorized by the Agre ent; and WHEREAS, the City Council has approved the R e Report, has adopted the findings required by CRL Section 33433, and has approved the sale of the Conveyed Property pursuant to the Agre ent; and WHEREAS, the City Co cil has previously dete • * ed, in its adoption of the ordinance approving the Redevelopment Plan, that the Conveyed Property is within a portion of a blighted area, and is und- tilized, as further set forth in the Impl - entation Plan as previously adopted and ended by the Agency; and 3 -82- anent - ployment and enhancing t would assist in the alleviation or r oval of er the goals of the Impl entation Plan by providing for the provision of prov Agreement; and ents and the operation of certain uses as provided in the WHE AS, the City Co cil has consented to the execution of the Agreement by the Agency, and has adopted the findings required by CRL Section 33421 regarding the construction of improv- ents in furtherance of the Redevelopment Plan; and WHEREAS, pursuant to the Califo a Enviro ental Quality Act ("CEQA"), on March 23, 2011, the City Co cil certified a final En o ental Impact Report for the Project and related approvals, including the Disposition and Development Agreement, and adopted concurrently therewith a Mitigation Monitoring and Reporting Progr in co ection therewith; and E AS, the Agency has duly considered all of the t s d conditions of the proposed Agre ent and believes that the redevelopment of the Property pursuant to the Agr- ent is in the best interests of the City of South San Francisco and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requir ents. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: 1. Finds the foregoing recitals are true and correct and made a part of this Resolution. 2. Finds that the exhibits attached to this Resolution, including the legal description of the Conveyed Property (Exhibit A), the illustration of the Conveyed Property (Exhibit B), the Reuse Report (Exhibit C), and the Disposition and Development Agreement (Exhibit D) are each incorporated by reference, as if set forth fully herein. 3. Finds that by Resolution No. _o ' ,` ho"„I'+ , the Agency has independently reviewed and considered the EIR 'fled by the City Co cil for the Project and related approvals, including the Agre ent; and has reached its own conclusions on the adequacy of the enviro ental review, and whether and how to approve the Project involved; and has concluded that the EIR adequately discloses and analyzes the proposed Project's potentially significant enviro ental impacts, its growth inducing impacts, and its c ulative impacts, and analyzed all atives to the Project, and adopted appropriate and sufficient findings to this end. 4 -83- 4. Approves the Agency's purchase of the Conveyed Property from the City pursuant to this Resolution. 5. Finds and det ines that the disposition and development of the Conveyed Property pursuant to this Agre- ent and the development of the Redevelopment Project and the Developer Project pursuant to the Specific Plan (0 are consistent with the Redevelopment Plan and any impl entation plan for the Project Area, (ii) will be of benefit to the Project Area, and viii) will further the goals of the Redevelopment Plan by improving the physical appearance of the Project Area, r i ediating h ardous materials, increasing economic development oppo ities, and providing recreational and public 'ties 6. Finds and dete r nes that the Agency financing p uant to the Agre ent is necessary to impl ent the Redevelopment Plan and make construction of the public improvements at the Project Site economically feasible. 7. Approves the R e Report. 8. Finds that the consideration to be paid by the Developer pursuant to the Agreement is not less than the fair reuse value as doc ented in the Reuse Report. 9. Approves the sale of the Conveyed Property p : want to the Agreement. 10. Approves the Agre ent, and authorizes the Agency Executive Director or his designee to execute the Agri ent substantially in the fo s presented to the Agency gyve 'ng board and on file with the Agency Secretary, with such modifications as may be approved by the Executive Director in consultation with Agency Co sel, provided such modifications do not materially or substantially increase the Agency's obligations there der. 11. Authorizes the Executive Director to ex to such other ins ents and to take such other actions consistent with this Resolution and the do ents hereby approved as necessary to c y out the intent of this Resolution, including without limitation, the execution and recordation of a Certificate of Acceptance for the Property. 5 -84- 12. Authorizes the Executive Director to appropriate $18,399,460 of allocated funds in the budget for acquisition of the Conveyed Property from the Agency and appropriate funds necessary for costs related to the acquisition of the Conveyed Property and impl - entation of the Disposition and Development Agre ~ : ent. 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 , 2011 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: 6 -85- Agency Secretary EXHIBIT A Legal Description of Conveyed Property 7 EXHIBIT B Illustration of Conveyed Property 8 -87- EXHIBIT C Reuse Report 9 Y REPORT PURSU T TO THE CALIF° ' IA COMMUNITY REDEVELOPMENT LAW IN CO ECTION WITH A DISPOSITIONS ° D DEVELOPMENT AG , EMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH S F CISCO , D OYSTER PO VENTURES LLC. I. '' ODUCTION The Califo a Health and Safety Code requires that if a redevelopment agency wishes to sell or lease property to which it holds title and if that property was acquired in whole or in part with property tax incr - ent funds, the agency must first secure approval of the proposed sale or lease agre ent from its local legislative body after a public hearing. A copy of the proposed sale or lease agre ent and a s ary report that describes and contains specific financing el ents of the proposed transaction shall be available for public inspection prior to the public he 'ng. As contained in the Code, the following info ation shall be included in the su ary report: The cost of the agre ent to the redevelopment agency, including land acquisition costs, clearance costs, relocation costs, the costs of any ' prov: ents to be provided by the agency, plus the expected interest on any loans or bonds to finance the agre ent; 2. The estimated value of the interest to be conveyed, det ined at the highest and best use p stted der the redevelopment plan; 3. The estimated value of the interest to be conveyed in accordance with the uses, covenants, and development costs required der the proposed agre ent with the Agency, i.e., the r e value of e site; 4. An explanation of why the sale of the site will assist in the e ® ination of blight, as required by Section 33433; and 5. If the sale price is less than the fair market value of the interest to be conveyed, dete fined at the highest and best use consistent with the redevelopment plan, then the agency 11 provide as part of the su ary an explanation of the reasons for the difference. This report outlines the salient parts of the proposed Disposition and Development Agre ent (the "Agreement ") by and betw the Redevelopment Agency of the City of South San F Cisco (the "Agency ") and Oyster Point Ventures LLC (the "Developer ") in connection with the disposition of the Agency's property near Oyster Point M a in the City of South San Francisco (the "Conveyed Property ") to the Developer. Pur t to the Agr i ° ent, the Developer will purchase the Conveyed Property in South San Francisco (and combined with the Developer's adjacent property) for the development of a life sciences c pus that will consist of research and development and office buildings with an aggregate gross square footage of up to 2,254,230 square feet, together with associated structured parking (collectively, the `Developer's Project "). The estimated sq a footage is predicated on a floor area ratio (FAR) of 1.25, taking into acco t areas that 1 •1 be (a) res ed for public • 'ties (including private streets, beach, park, a portion of the Bay Trail, other public rights of way, public open space, public parking areas, and recreational areas), and (b) available for potential future development. The p 'se of this analysis is to det inc the cost of the A ent to the Agency. Capitalized t s not defined within this Report shall have the s e ng as defined in the A :A - u ent. This report is based upon information in the proposed Agre following six sections: 1. Su a 1 ary of the Proposed Agreement - This s I on includes a description of the site, the proposed development and the major responsibilities of the Agency and the Developer. 2. Cost of the Agreement to the Agency - This s on outlines the cost of the A ent to the Agency for costs associated with the Agre ent between the Developer and the Agency. 3. Es ated Value of the Interest to be Conveyed - This section su value of the interests to be conveyed to the Developer. 4. Consideration Received and Reasons Therefore - This section describes the consid- ,tion to be paid by the Developer to the Agency. It also contains a comparison of the consideration and the fair market value at the highest and best use consistent with the redevelopment plan for the in ts conveyed. 11 ation of Blight - This section includes an explanation of why the sale of the 5. site will assist in the el' ation of blight and the supporting facts and materials. 6. Conformance ' sth Five Implementation PI - This section describes how the Agr ent is in confo ance with the Agency's Five-Year linpl entation Plan. SUM Y OF THE PROPOSED AGREE 2 A. Description ofdie Conveyed Property and Project ent and is org 1 - PROJECT 1. Con ed Prope /Location. The City of South San Francisco ("City") s property known as the Oyster Point M a ("Marina Property") in the City, and the Agency will acq - approximately 17.90 +1- acres of M . na Property (the "Conveyed Property") from the City. The Developer is the o i er of the Oyster Point Business Park located in the City and adjacent to the Conveyed Property. Pursuant to the Agre ent, the Agency will convey the Conveyed Property to the Developer, and Developer will convey certain leasehold interest in the Marina Property (known as the "King's Leasehold Interest") to the Agency. The r- aining M4 na Property (which excludes the Conveyed Property) and the King's Leasehold Interest, together, are kno as the "City Property." zed into the es the 2. Oyster Point Ventures LLC (Buver/Developer) The Developer is qualified to do business in Califo 'a. The p • cipal office of the Developer is 601 Califo • Street, Suite 1310, San Francisco, CA 94108. 3. Developer's Project In accordance with a Development Agre ent approved by City, on approximately thirty -eight (38) acres of the Business Park Property and the Conveyed Property, Developer intends to develop a life sciences c ;,pus that will consist of research and development and office buildings with an aggregate gross square footage of up to 2,254,230 square feet, together with associated structured parking. The est' ated square footage is predicated on a floor area ratio (FAR) of 1.25, taking into account areas that will be (a) reserved for public . enities (including private streets, beach, park, a portion of the Bay Trail, other public rights of way, public open space, public parking areas, and recreational areas), and (b) available for potential future development (all of the foregoing, collectively, the "Developer's Project"). In additional to the Developer's Project, Developer will develop and construct public infrastru a improv % ents in several phases: Phase I. Developer shall cause to be constructed the folio 'fig public infrastructure improv ents and enities on portions of the City Property and the Conveyed Property: ■ i Streets and utilities (including grading, subgrade, base, paving, curb and sidewalk, street lights, sto water, sanitary sewer, combined trench for gas, electric and telecom, imp : eable utility trench at sanitary landfill areas, and temporary streets and utilities) in the following locations: (a) at the future Hub area; and (b) extending east from the Hub across the Marina Property; 3 (ii) Repair of and/or upgrade to the clay cap covering the Oyster Point Landfill on specified City -owned parcels; Reconfiguration and reconstruction of existing parking areas on specified City -owned parcels; Grading and construction of open space recreation areas on specified City - owned parcels; (v) D olition and grading at the future "hotel site" on specified City -owned parcels; Landscaping of the beach/park area on specified parcels of the Conveyed Property; (vii) Landscaping and other improv ents including construction of portions of Bay Trail, public restrooms and palm promenade, on specified City -owned parcels; (viii) Repair of the clay cap covering the Oyster Point Landfill on specified City -o ed parcels and raising the level of certain portions of the Oyster Point dfill and its p eter to counteract the projected effects of sea level rise. Repair of the clay cap covering the Oyster Point Landfill on the Conveyed Property; (x) R ediation of the area known as "Sump 1"; (xi) Installation of methane control and monitoring systems on the Conveyed Property; (xii) Other improv ents and construction activities necessitated by building on landfill on the Conveyed Property; (xiii) Relocation of refuse on the Conveyed Property to acco odate new buildings; and (x iv) Development of research and development and/or office buildings on the Conveyed Property consisting of an a egate of not less than Five H dred Eight Thousand (508,000) sq :. e feet d not more than Six Hundred Thous d (600,000) square feet. 4 Phase II. Developer and City and/or Agency will each be responsible for funding and/or construction of certain public infrastructure improv ents after Phase I (kno as "Phase IIC Improvements "). The Phase IIC Improvements may be pl ed and constructed by City /Agency, and may be funded in part by Developer and in part by Agency. The Phase II Improvements include: Developer to fund landscaping of ce 'n City Property within the j 'sdiction of the San Francisco Bay Cons ation and Development Co ission ("BCDC"); (ii) Developer to fund landscape tune -up at non - paved, non -BOLO City Property on Parcel IC; (iii) Developer to fund sewer pump station at the M a; (iv) Agency to fund clay cap repair at specified City Property at the M , in accordance with the requir ents of the Regional Water Quality Control Board; (v) Agency to fund repaving of existing parking areas at specified City Property at the a; and Phase II; III And IV Improvements. In co ection with such additional improv ents, Developer intends to construct the folio 'ng public and private improvements in phases, which will be partially financed by Developer and p 'ally funded with CFD Proceeds. (vi) Agency to fund landscaping of c 'n City Property within the jurisdiction of BCDC. (i Development of streets and utilities at the Business Park Property; (ii) Relocation and expansion of capacity of Sewer P p Station No. 2; (iii) Landscaping within 100 -foot shoreline band at the Business Park Property; and Development of buildings for research and development and/or office use so that the FAR across the entire Business Park Property and Conveyed Property (including that portion of the Conveyed Property developed in Phase 1) will be 1.2 5, comprising a total of up to approximately 2.25 million gross sq e feet of such development. The foregoing improvements will be of high architectural quality. The shape, scale of volume, exterior design, landscaping and ext 'or finish of the buildings will be consistent with applicable General Plan, Specific Plan and the City design guidelines. The Developer's plan will describe in detail the architectural character intended for the ' provements. Landscaping will embellish all open spaces on the developable portion of the Business Park Property and Conveyed Property and integrate the Project with adjacent properties within the Project Area. 4. City /ARencv Fro ecL City and Agency intend to seek development of the City /Agency Project, including retail, co ercial, restaurant and hotel uses, public open space and recreational uses on the City Property. City /Agency may also consider development of research and development and/or office development on the City Property c ently designated for recreational uses, subject to the 1' itations set forth in the Agre ent. Subject to the specific t der the proposed Agr B. Additional Agency Responsibilities and conditions stated in the Agre ent, the Agency's responsibilities ent are as follows: 1. Deliver the Conveyed Property in "as is" condition on an agreed upon date for a cash purchase price and King's Leasehold interest based on the Conveyed Property's "Residual Value" (discussed below), with no w anty, express or implied, by the Agency as to the physical condition of the Conveyed Property. 5 2. Pay the pr um of the ALTA title insurance policy for the King's Leasehold Interest. 3. Obtain an endment t© the Harbor District JPA, e ' inating applicability of the JPA to the Conveyed Property. 4. At completion of the Project and upon 'tten request by the Developer, ' h the Developer with a Certificate of Compliance for the Project. 5. Convey to the Developer a right of first refusal to acquire a small portion of the City Property in the event Agency /City desires to sell or lease that portion of City Property to a third party. 6. Pay approximately $18,399,460 into an es w t for the Agency's share of the public infrastru a improv ents for Phases I and II. 9. Agency is responsible for meth a monito.g related to the Conveyed Property. C. Additional D loper Responsibilities Subject to the specific t s and conditions stated in the Agre ent, the Developer's responsibilities der the proposed Agre ent are as follows: 1. Provide a Financing Plan for the Project. 2. Purchase the Conveyed Property "as is" from the Agency for the Residual Value, which includes $4,500,000 and assi ent of the ' g's Leasehold Interest to the Agency and City. 3. Pay the escrow fee, recording fee, notary fees, the pr i of the ALTA title insurance policy for the Conveyed Property, all ad valor taxes and assessments due before and/or after closing (except for the y of the Closing), and any state, county, or city doc entary transfer tax. 4. Obtain required land use and zoning approvals, and have complied with the requir ents of the Califo a Enviro ental Quality Act (CEQA). 6 5. Det ine the condition of the Conveyed Property, including the presence of any hazardous mat s. 6. Ind Ty Agency and City against any and all liabilities, obligations, ord decrees, jud ents, liens, d ands, actions, En ' o ental Response Actions, claims, losses, d ages, fines, penalties, exp es, Enviro ental Response Costs or costs of any kind or nature whatsoever with respect to Developer's ownership of the Property and construction and operation of the Project. 7. Upon conveyance, and depending on market conditions diligently develop and construct the Project. 8. Pay development and construction costs in a timely m er, including prevailing wages for construction of the Project in Phases I IV. 9. Pay a total of $1 8,050,143 to the Agency or City for construction of public improvements in Phase IC and IIC. 10. Make co ercially reasonable efforts with respect to marketing and leasing the Project, which includes, at a m' 'rn , the : ployment of a co ercial leasing agent reasonably approved by the Agency; a marketing progr that regularly targets national retailers as well as state and local businesses, and reports to the Agency s arizing the marketing efforts dertaken by the Developer. 11. Maintain the Project and landscaping of the Conveyed Property. 12. Not transfer or assign the Project without the prior 'tten approval of the Agency, unless such transfer is made to a p u ership in which the Developer is the managing p er or to a corporation or limited liability corporation or company in which the Developer is the majority shareholder. 13. Maintain insurance policies for workers' compensation, general co ercial liability, automobile liability and course of construction. III. COST OF THE AGREEMENT TO THE AGENCY This section presents the total cost of the Agr : ent to the Agency, as well as the "net cost" of the project after consid tion of the project revenues. The net cost , be either an actual cost, when expenditures exceed receipts, or a net g when revenues created by pi entation of the Agre ent exceed expenditures. A. Estimated Cost to the Agency The Conveyed Property will be purchased by the Agency from the City at the e provided in the DDA which is anticipated to be 2013 or later. The Agency acquisition costs, including purchase price, enviro ental r ediation, relocation and miscellaneous costs, will be approximately $4,500,000 plus the cost of any necessary r ediation. The Agency will contribute $18,399,460 toward the public improv ents in Phase I and II. The Agency will pay the cost of title insurance for the King's Leasehold Interest if the City elects to purchase title insurance. For the Agre ent, the cost to the Agency is es ated to be: Original Acquisition Cost (2011) 0) $ 4,500,000 plus actual costs of rernediation not paid by developer or Agency as part of the DDA. Costs of Public Improv ents $ 18,399,460 7 $ 10,000 Total $ 22,909,460 Notes: ( 1 1 Ali in costs ® luding p base price, Wiation, re lion, and mist eous casts. Title Insurance Total B. Revenues to the Agency The Agency will sell the Conveyed Property to the Developer for a purchase price based on the Residual Value of the Conveyed Property. The "Residual Value" takes into acco t the f' market value of the Conveyed Property and the costs of development for the Project. In consideration for the Conveyed Property, the Developer will pay a total o t equal to $4,500,000 to the Agency and convey /assign the leasehold interest in the King's Leasehold Interest (fair market value of $7,500,000). The Developer will contribute $18,050,143 toward the public ' prov ents in Phases IC and IIC, and $20,647,826 for public improv ents in Phases HD and IVD. In addition, the Developer will dedicate the b ;hfpark area of the Project. Therefore, the total revenue and assets to the Agency is as follows: Cash Payment g's Leasehold Interest Phase IC and IIC Public Improv ents E ated Property Tax Incr ent C. Net R ' nue to the Agency The total ss cost to Agency is $22,909,460 plus r ediation costs. Agency's anticipated ss revenue is $62,833,226. IV. VALUE OF THE REST TO BE CO YED A. Fair Reuse Value The f reuse value for the Conveyed Property is directly a function of a very specific development progr as specified in the t s and conditions of the Agre * .ent and the development economics of the specific use. The Agency is requi ' g the Developer to: (1) develop the Project (including public and private improv ents), and (2) pay prevailing wages for construction of the Project related to the Conveyed Property and public improve ents. Development of the Project must occur according to ,, ain 'lestones, e.g., speculation is not allowed, and the Developer is subject to penalties if certain 'lestones are not achieved. The Developer will pay the Residual Value for the Conveyed Property, which is considered to represent fair market value for the Conveyed Property. Based on the proposals received by the Agency and the City's General Plan, the Oyster Point Business Park and Life Sciences °, pus proposal was the highest and best use project and the payment of Residual Value to the Agency is the fair reuse value. 8 $ 4,500,000 $ 7,500,000 $ 18,050,143 $ 32383,083 $ 62,833,226 v. CONSIDE TION RECE D D ASONS THEREFO B. Value at Highest and Best Use The Agency has also estimated the value of the interest being conveyed to the Developer if sold by the Agency at its highest and best use allowed under the Redevelopment Plan. The highest and best use must satisfy zoning, building codes, market conditions, and the Agency requir ent that new investment must occur shortly after conveyance. Per the to .s of the Agre : ent, the Project will be a well- designed Business Park and Life Sciences C pus, consisting of office, research facilities and public space, and will max' ize the use of the Conveyed Property. Therefore, the value of the payment by the Developer to the Agency for the Conveyed Property is the value at the highest and best use. The consideration being paid to the Agency is not less than the fair reuse value. The consideration being paid to the Agency is also not less than the consideration that the Agency could receive under the highest and best use with the conditions that a major investment be made to reuse the Conveyed Property, and speculation is not allowed. The Agency has dete ined that this Project as provided in the Agre ent offers the best compl .. ;.entary uses for other land uses in the Do town/Central Redevelopment Project Area. The Project will ance the area by • proving a long blighted property, strength 'ng the City's bio- technology base, and stimulating commercial activity in the area. In addition, the Project will increase recreational activities, increase and rehabilitate public open space and utilize the new f to inal. Therefore, the Project will further the overall goal of the Agency to create an attractive atmosphere for South San Francisco residents. VI. EL ATION OF BLIGHT The Oyster Point M .'na was a fo er landfill that was converted into a marina with related co ercial uses. The area s ounding the Conveyed Property contains a wide ' x of land uses in both new and aging co ercial and industrial structures. Since the acquisition of the Conveyed Property by the City, the City and Agency has explored a n b er of development concepts. The existence of this va t fo er landfill portions of the Conveyed Property and d perfo :: ing leases has contributed to blight in the Project Area. Although part of Oyster Point Marina has been developed for co ercial uses, previous agre ents with developers by the Harbor District has not created co ercial development that has alleviated blight. In fact, most of the Marina Property was der a long -t lease by King Ventures, which failed to develop the Marina Property. The Project will try fo the Conveyed Property into a first -class life sciences c pus and create new recreational areas, linkage to the new f t inal, new public infrastru a and potential for new co ercial 'ties close to the f t inal. The Developer has acq ed the leasehold interest of a portion of the M • Property from ' g Ventures, and the exchange of Conveyed Property for the g's Leasehold Interest will allow the City and Agency to reg • control of the Marina Property and create a new oppo 'ty for development. The Project will provide 9 approximately 2.5 million sq. fI, of new space for office and/or research and development uses. The City will benefit from the development of needed public ' prove; ents for the Marina Property. The Project also is part of a , wth philosophy to create jobs closer to public transportation, thereby reducing traffic and ® pro % g air quality. Thus the Project will help to eli nated both physical and econ ,'c blight and help to meet two of the Agency's original Redevelopment Plan goals: (1) promote and assist the development of needed co ercial activities; and (2) beautification activities to eliminate visual blight within the redevelopment project area. The Project ' ll increase ployment, both during the construction phase and thereafter. In addition, the City's general fund will show increased sales taxes, business taxes, utility user fees, and an increase in property tax payments. 10 CONFO ° CE YE LE NTATION PL The primary Five -Year Imp/ entation Plan progr objective for the Do to Central Redevelopment Project Area is to eliminate conditions that negatively impact economic development of the co 'ty. To that end, the Agency is selling the Conveyed Property for reuse as an office and research and development business park. F ore, the Impl , entation Plan also establishes a priority objective of increasing the co unity's economic base by encouraging investment in the redevelopment project area. In p ,, cular, the Project 11 redevelop underutilized parcels of the M . a Property, attract new co ercial and industrial businesses to the area, and create an a i ctive atmosphere for South San F cisco residents. As such, the Project will increase the real property tax base and provide new sales tax, business license tax and utility user tax within the Downtown/Central Redevelopment Project Area. The Project confo s to the Imp / entation Plan and will achieve the goals specifically defined in the imp / : entation plan. E IBIT D Disposition and Development Agreement DISPOSITION AND DEVELOPMENT AGREEMENT THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH S. CISCO by and among and and OF SOUTH SAN CISCO , 2 1 DRAFT 3 -21 ARTICLE I 1.1 ARTICLE II 1613885 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 DEFINITIONS.... Definitions....... REPRESENTATIONS; EFFECTIVE DATE; INTENT OF AGREE NT ...... Developer's Representations . Effective Date; Memorand Intent of this Agre; ent; Related Agre Parties.. Developer's Right of First Refusal ....... 2.1 2.2 2.3 2.4 2.5 ARTICLE III PROJECT SCOPE AND FINANCING................ 3.1 3.2 3.3 3.4 . Roles of the P es and Control of Development ..... ............................... ..............10 .12 Scope of Development. Additional Development.... Financing of Redevelopment Project............. -101- PRECEDENT TO DISPOSITION ............ Property Exchange... Conditions Precedent ...... Consideration ... Escrow; Escrow Instructions..... Costs of Closing and Escrow . Closing.. Prorations ............ ® ............... •••••••••• Contracts, Reports and Investigations... Right of Entry .... Cond ation .... ••• ents. Representations and Warranties of Agency.. Condition of Title... ..... .................... . Feasibility Studies.. ARTICLE IV DISPOSITION OF THE CO YED PROPERTY; CONDITIONS .14 1111.. ®...... 0...... .. 23 ............ ......... ®.. .............. ®.... 23 .24 •.•••••••••• ... •0110•• Maintenance of the Conveyed Property.................... .6 ... 3 .3 4.16 ARTICLE V ENVIRO ENTAL MATTERS ...... ®.® ••••••••••••••.•.•••..•••• 5.1 En ental R. ediation ...... 5.2 En o ental Inde ification ...... 1613885 4.15 Developer's Consent to Contracts and Leases Affecting the Conveyed Property; T ination of Existing Contracts__ 5.3 5.4 5.5 5.6 Insurance ....... ........ ............................... Methane and Leachate Monito Enviro ental Disclosure...... Property Sold "AS IS." ........ Developer to Rely on O Experts; L' itations on Agency's Enviro ental Representations ....... 5.7 TICLE VI DEVELOPMENT OF THE PROPERTY.... 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 Definitions................................................... Liens and Stop Notices ....... .......... .... ........................... 25 ................. ®............ 26 .... ® ..••••••••••••• 27 •••••••••••••••••••••...• ••••••••••••■••••••• P .. its and Approvals; City Actions; Cooperation............ ® ®.. ®.... ® ®.. .27 Design Review; Conditions of Approval....... ®.. ® ............ . ...... ®... .. 27 Intentionally Deleted........®.... .... ®...... ® ................... ® ®.... ® ®. ®....................... 28 Development Schedule and Phasing.............® .. ...........��.... ® ®. ®.. ® .. .28 Perfo ance and Payment Bonds ............................ .... ........................... 28 Developer's Insurance Obligations ........ . ........ ........... Right of Agency to Satisfy Liens on the Conveyed Property. Subordination.. Prevailing Wage Requirements ........................... . Construction Plans.. . Construction Pursuant to Plans .............. ............................... City /Agency's Shared Risk Coverage/Insurance Obligations....... ®......30 Rights Access .................®.......................®®.®,..®.... .. ®....... ®. ® ®... ®.... ®...... 32 Equal Opportunit y.................... .......... •••••••••••••• ......■••••••••••••• ...... . ®..... 32 Certificate of Completion ..............®....... .... ............ . ®............................. 32 Eas : ents . . .............................33 Compliance with Laws ................ .. ............................... ® ®... ®........ ®........... 33 Agency Disclaimer......... •••••••• •••••••••••••••••••••••••••••••••••••••••••••••••••• 34 I 34 •..•...•••••••..•• 29 .... 35 .35 ..36 .... 35 .......... 36 ......... 36 .. 24 .... 24 ..24 24 .. 24 .. 25 25 ..25 ARTICLE VII USE OF THE PROPERTY....... 7.1 Maintenance.. 1613885 6.21 Defects in Developer Construction Plans. .... 7.2 Taxes and Assessments.. 7.3 Obligation to Refrain from Discrimination..... 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 ARTICLE IX 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 9.13 9.14 ARTICLE X DEFAULTS, REMEDIES AND TE 10.1 Subordination... [Intentionally Deleted] . ............................... -103- ARTICLE VIII LIMITATIONS ON T,NSFERS, CHANGE IN O ERSHIP AND CONTROL OF DEVELOPER .,. ••••••••.. INATION.... .... 38 identity of Developer; Changes Only Pursuant to this Agreement.........38 Transfers Not Requiring Approval ...............®®.....®.®® . ®. ® ®....... ®.................. 39 Limitation on Transfer .... ..®.......,,.®..®........®.®®®.®....®®®.. ® ® ® ®..... ®., ®. ®. ®. ® ®..... ® ®.... 39 Request for Approval; Notice .................. ® ®.......... ®®®® ............................... 40 Approval ........®..........,®..®....®........®®....®.®®.....®.,.......®®® . ............ ®.................. 40 Effect of Transfer without Agency Consent ...... . ......... ® ®... ®..................... 41 Recovery of Agency Costs.... ••••••••••• ... 41 Successors and Assigns ................ ®....., ®... ®........,.... ....... ®....................... ®.. 41 SECURITY FINANCING AND RIGHTS OF MORTGAGEES ............... ®...... 41 .41 ..41 ... 42 ... 42 .,. .. 43 •••••••••• 45 .. 45 Mortgagee Need Not Cure Specified Defaults ........ ..... ®.......... ®. ®... ®.,. ®. ®.. 45 Agency Right to Cure Defaults.............. 9•0•• .... 45 Holder to be Notified ........................................... ............................... ®... 45 Modifications to Agre ent ........,.......... ................. ........... ® ®... ®. ® ® ®. ® ® ®...... 46 Estoppel Certificates ., ..... ®...... .............. ®. ®...... .... ........................... ®........ 46 Participation in Insurance and Cond , , ; ation Proceedings..... ... 46 46 .46 Mortgages and Deeds of Trust for Development......... Holder Not Obligated to Construct.. Notice of Default and Right to Cure.. Limitations on T ination of the Agre Procedure on Default ....... New Agreement ...... New Agreement Priorities... ent .. ..36 .... 37 .37 .37 ... 37 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 ARTICLE XI MISCELLANEOUS PROVISIONS... 11.1 No Brok 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17 Gov 1613885 Event of Developer Default ........................,........,. ....... ■............... ■.... ■.. 46 Agency Event of Default ......................................... ........ ■.... . . ..........,..... 48 Notice; Cure of Default.......... ••••••••••••••••••••• ••••••••••_•••••••••• 49 ages ............ ■ .... 49 .....,.......50 ... 50 .50 T nation of DDA; Disposition of King Property ... ■ ......................... 50 Effect T- ination .......................................,....... ■....................,........■ 51 Right to T inate Agre R } :.edies; Specific Perfo R [Intentionally Deleted] Deleted].. Inaction Not a Waiver of Default..,. edies Cumulative .... Option to Purchase, Enter and Possess. M : ;orand of Option to Purchase,..... Rights of Mortgagees.... Disputes.. Construction.. Entire Agre - ent .. Co i.terparts ...... Sev Enforced Delay; Extension of T' es of Perfo Waivers; Modification ....... Binding on Successors ,.. No Third Party Beneficiaries .. S *val ... gLaw ••••••••••••••••••••••••.••••••••••• -iv- -104- ent .. ante; L' ion on D Parties Not Co- Venturers . Non- Liability of Officials, Employ and Agents ... Time of the Essence; Calculation of T e P hods... Notices .................................................................... ............................... 54 Attorneys Fees ........................................................ ............................... 55 •••••••••••.• .•••••••••••••• ant ■. ......................... ■ 53 .......... 56 0••••••••• 56 ...................... 56 4..., ® ®. ®. ■ ®. ® ....... ............... 56 .. 56 Action Approval .................................................. ....... ........................ 56 ......... ■... ■ ......................... ............................... 56 ... 51 ••••••••• 52 •••• 52 .. 52 53 .. 53 THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement") is entered into effective as of March , 2011 ("Effective Date") by and between the Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Agency"), and Oyster Point Ventures, LLC, a Delaware limited liability company ("Developer Agency and Developer are hereinafter collectively referred to herein individually as a "Party" and collectively as the "Parties." The City of South San Francisco, a municipal corporation ("City"), joins as a Party to certain portions of this Agre ent, as set forth herein. A. Pursuant to authority granted der Co 'Ay Redevelopment Law (Calif° Health and Safety Code Section 33000 et seq.) ("CRL"), the Agency has responsibility to implement the redevelopment plan for the Do town/Central Redevelopment Project Area (the "Project Area") established by the Redevelopment Plan adopted for the Project Area pursuant to Ordinance No. 1056-89, adopted on July 12, 1989 and as subsequently amended (the "Redevelopment Plan"). B. City is the owner of the real property located within the Project Area, co only kno as the Oyster Point Marina property and more particularly identified on the site plan attached h ereto as i „,„„„„oopow!iiii j attached hereto (the "Marina Property"). Within 180 days after the execution of this Agreement, the Agency will acquire from City the portion of the Marina Property consisting of approximately 17.90 acres described in TNiiiilifc7 attached hereto and identified on attached hereto (the "Conveyed Property"). At Developer's election, upon satisfaction of certain conditions preced - t, and subject to and in accordance with the te s and conditions of this Agreement, the Agency will convey the Conveyed Property to Developer. The portion of the M ° a Property that is retained by the City or the Agency shall be ref- ed to herein ,° 1613885 as the "City Property". C. Developer is the owner of the real property located adjacent to the Marina Property, co only kno as the Oyster Point Business Park, and more particularly identified in attached hereto (the "Business Park Property"). In addition, Developer has a long-t- leasehold interest in a portion of the Marina Property described in re r) (the " •Ig Lease Property") pursuant to Developer's acquisition of the interests of the original lessee der ce un ground leases executed by or on behalf of King Ventures as lessee and the San Mateo 7 ,, 7 11fl t Harbor District (the "Harbor District") as lessor (collectively, the " • g Leases," listed in .019. The underlying fee interest in the King Lease Property is owned by the City. The Harbor District's authority to enter into the King Leases sty s from a joint powers agreement executed by and between the City and the Harbor District that addresses the development, operations, and maintenance of the M na Property (the "Harbor District JPA"). As part of the consideration for Developer's acquisition of the Conveyed Property, Developer shall t inate those certain King Leases that affect any portion of the Conveyed Property (the "Ter ated g Leases") concurrent with Developer's acquisition of the Conveyed Property. All other King Leases shall be assigned by the Developer to the Agency (the "Assigned a g Leases") along with all development rights Developer possesses purs t thereto. RECITALS 405- 0000, D. Develoi r and Agen 3ek development of the Business Park Property and the M `na Proper', consistent with the Redevelopment Plan, the Oyster Point ecif c Plan adopted by City Ordir .ncc o. " "Specif -, m ' #L -- Oyster Point Phase I Precise Plan adopt p cone ently therewith � - 'ity Resolution No. k s _ _1 recise Plan "). E. Developer and Agency propos , a redevelopment project in which Developer will dertake the construction of certain public improvements, and the Agency ar the Deli Tom' per will ea -h provide certain financing to assist in the development of such pu :lic impro r - ents, all as more pile :icularly set forth her ' As used in this Agreement, the t , A "Redevelopment 1 'oj ect" ref collectively to Developer's constructiGil c. certain private improvements on the Conveyed Property (th "" ase - " eve ants ") and certain public ii�1. _ ven _.��ts on the Conveyed Properly . trid poi dons of the City Property (the "Phase IC Improvements"), as more p . ' cularly des abed in Section . 2. Imp1 entation of the Redevelopment Project is p-rt of an ov - 1 plan for the intended development of a life sciences campus that is to inJucle research and development " lines, office buildings, public improvements, public enities and open space on the Conveyed Pro ` , gin+_,, the Business Farb Property (c llectively, the "1 _ ..r Property ") consistent with t opv ; tic Plan (collectively, th'D "Developer Project "). 'lilt Developer PrD j ect is also the subject of a separate Development Agr - ent between Developer and City, entered substantially concurrently herewith. F. Independently or p t to agreements with third pardes, the City and/or the .gency in4aid to cause the City Property to be developed as a "F - Village" that may include retail, commercial, restLurL LL a�a�� Motel uses, public open space /recreational uses and . -) ities and improv - entr :elated to the existing m 'na (all of the foregoing. collectively the "City • gen 4,► Prole - "). As described below, pursual 4 , to this Agr - - ent,! 7), _- will fund certain components of the City /Agency Project. 1613885 -106- O. The Redevelopment Project ir- 71'ides r ediation of existing en o ental de{ - , ada.t'.on and conta - Annation, including, Lepair or replacement of the cap of a closed i ur cipal landfill located ' mediatcly adjaceni do San Francisco Bay anu r ediation of an industrial s p within that closed municipal landfill. Implements , 1 on of the Redevelopment Project will ra;.e the level of certain portions of the closed 1aAfill and its perimeter to c& teract tlh pi of eced effects of sea level rise on the closed landfill and the ounding roperty, and protect the environment from potential rele _ ¢ of the contents of : landf li i_'to the Bay. 2 H. The purpose of this Agreement is to effectuate the R_. , Telopment Plan by iroviding for the construction of public iprc . n s and the redevelopment of the Conveyed Prop it! __id the City Property as more particularly set forth herein. In conn m on with its approval or is Agr - - ent, the Agency has det ed that 0i) the disposition and development of the Conveyei Property pursuant to this Agr ent and the development of the Redevelopment Project and the Developer Project pursuant to the Specific Plan (a) are consistent with the Redevelopment Plan and any 1 plementation 1 i1� ,r for the Project Area; (b) -- be o ,enefit to the Project Area; and (c) will further the goals of the Redevelopment PI_ _ i Ly improving the physical appearance of the Pro j ecf Area, r - ediating hazardous materials, increasing nomic development opportunities, and providing recreational and public amenities; and (ii) the Agency financing des 'bed herein is necessary to make construction of the public improvements described herein economically feasible. Pursuant to the California Enviro ental Quality Act (‘ CEQA' , on the City Council certified a final Enviro ental Impact Report for the Developer Project and the City/Agency Project and adopted concurrently therewith a Mitigation Monitoring and Reporting Program in co ection therewith. "11 r (11111111 V J. The City Council and the Agency have each approved by all requisite actions the disposition of the Conveyed Property as set forth in this Agreement, have followed all requisite procedures, and have adopted all requisite findings in co ection with the foregoing, including without limitation the requir ents of Sections 33431 and 33433 of the CRL. K. A material induc ent to Agency to enter into this Agreement is the agreement by Developer to enter into this Agre ent and to develop the Redevelopment Project and those components of the City/Agency Project that are the responsibility of Developer pursuant to this Agre- ent within the time periods specified herein and in accordance with the provisions hereof, the Agency would be unwilling to enter into this Agre- ent in the absence of an enforceable co itment by Developer to take such actions and complete such work in accordance 'th such provisions and within such time periods. L. A material induc ent to Developer to enter into this Agre ent and develop the Redevelopment Project and those components of the City/Agency Project that are the responsibility of Developer pursuant to this Agreement is the Agency's dertaking the contractual obligation to set aside and co it i ediately the monies necessary to meet the Agency's obligations to provide specific funding for the Redevelopment Project as provided in this Agre ent; the Developer would be willing to enter into this Agre- ent in the absence of an enforceable com *tment by Agency to take such actions and in accordance with the provisions of this Agre- ent. 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. 1613885 TICLE I DE 1 ITIONS 1.1 Definitions. The following t s shall have the me . ngs set forth in the Sections referenced below whenever used in this Agre ent and the Exhibits attached hereto. Additional te s are defined in the Recitals and text of this Agreement. "Agency Funding Deposit" is defined in Section 3.4.4. 'Agency Phase IC Funding Requirement is defined in Section 3.4.2. "Assi td i g Leases" is defined in Recital C. 'Business Park Property" is defined in Recital C. "Certificate of Completion" is defined in Section 6.10.1, "CFD Proceeds" is defined in Section 3.2.1 3 -107- 61 885 "City" means the City of South San Francisco, a m icipal corporation. "City Council" means the City Council of the City of South San Francisco. "City/Agency Project" is defined in Recital F. "City Property" is defined in Recital B. "Claims" is defined in Section 6.14.1. "Closing Date" or "Close of Escrow" shall be the date selected by Developer with no less than ninety (90) days . tten notice delivered to the Agency, or such - lier date as agr fri to by the Agency and Developer in 'ling. "Conditions of Approval" is defined in 5 • on 6.2. "Conveyed Property" is defined in Recital B. "Contract Documents" is defined in Section 4.2.1. (c) "Dedicated Property" is defined in Section 6.11.1. "Developer Construction Plans" is defined in Section 6.19. "Developer F I ding Requirement" is defined in Section 3.4.6. "Developer Project" is defined in Recital E. "Developer Property" is defined in Recital E and me s, collectively, the Conveyed Property and the Business Park Property. "Development Agreement" means that cert. Development Age ent that '11 provide cert vested rights with respect to the development of the Developer Property that the Parties anticipate will be executed by and between Developer and City substantially concurrently herewith. "Effective Date" means May , 2011, the date on which Agency, City, and Developer have all executed this Agr ent. "En • onmental Laws" is defined in Section 5.7.2. "Financing Plan" is defined in Section 4.2.1 (b) "Harbor District" is defined in Recital C. "Harbor District JPA" is defined in Recital C. "Hazardous Material" is defined in Section 5.7.1. 1613885 "H b" means those c in street and utility improv ents as shown on i t "Improvements" is defined in Section 4.1.2. "Improvement Costs" is defined in Section 3.4.1 "Ingle itees" is defined in Section 6.14.1. g Lease Property" is defined in Recital C. g Leases" is defined in Recital C. "Marina Property is defined in Recital B. "MOU" is defined in Section 2.3. "Official Records" means the Official Records of San Mateo County. "Phase IC Improvements" is defined in Recital E and and er described Section 3.2.1 and "Phase IC Improvement Costs" is defined in Section 3.4.1 an er described in "Phase ID Improvements" is defined Recital E and further described in Section 3.2.2 and further described in "Phase ID Improvement Costs" is defined in Section .4.1 and further described in Thais ][IC Improvements" is defined in Section 3.2.2 (a) and further described in ...... ............................... . "Phase LID IIID and I ,i Improvements" is defined in Section . . .1 and further des 'bed in Exhibit 3.3.1. "Precise Plan" me that ain plan for development of the Redevelopment Project kno as the Oyster Point Phase I Precise Plan. "Project Schedule" is defined in Section 3.2. "Redevelopment Project" means collectively the development and construction of the Phase IC Improv ents described in Section 3.2.1 and the development and construction of the Phase ID Improve: ents described in Section 3.2.2. I i0dl. fill VONlwIVI� fi � p iii' ml �. "Repurchase Option" is defined in Section 1 0.12 "Right of First Refusal" is defined in Section 2.5.1 5 s "ROFR Contract" is defined in Section 2.5.1. "ROFR Property" is defined in Section 2.5.1. "Specific P1 ' m s that certain plan for development of the Developer Property and the City Property entitled Oyster Point Specific Plan, including the Specific Plan Appendix and Design Guidelines. "Ter , ated g Leases" is defined in Recital C. "Third Party" is defined in Section 2.5.1. "Third Party Price and Terms" is defined in Section 2.5.1 "Transfer" is defined in Section 8.3. TICLE II REPRESENTATIONS. EFFECT DATE. INTENT OF AGREE NT 6 2.1 Developer's Representations. Developer represents and w is to Agency as follows, and Developer covenants that until the expiration or earlier to ination of this Agr ent, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 1 to be materially true, Developer shall w ediately give written 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 Age cy. 2.1.1 Authority. Developer is a limited liability company, duly orgy , ed and in good standing der the laws of the State of Delaware, and in good standing and authorized to do business in Califo 'a. Developer's sole members are: (a) SRI Nine Oyster Point, LLC, a li' i 'ted liability company that is duly organized and in good standing der the laws of the State of Delaware, and in good standing and authorized to do business in California, and (b) SIBS Oyster Point, LLC, a limited liability company that is duly orgy, 'zed and in good standing under the laws of the State of Delaware, and in good standing and authorized to do business in California. Developer has the full right, power and authority to dertake all obligations of Developer as provided her and the execution, perfo ante and delivery of this Agre ent by Developer has been duly authorized by all requisite, ;° ons. The persons executing this Agre ent on behalf of Developer have been duly authorized to do so. This Agre ; ent constitutes a valid and binding obligation of Developer, enfor le in accordance with its 2.1.2 No Conflict. Developer's execution, delivery and perfo ante of its obligations under this Agre ent 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. 2.1.3 No Liti ation or Other Proceedin . No litigation or other proc £ g .mm ion oth 1n (whether adm or oth use) i s outstanding or, to the best of Developer's knowledge, has been threatened which would prevent, hinder or delay the ability of Developer to perfo its obligations under this A ent. 2.1.4 _a. Neither Developr zfr my of its m ben i th subjc:1 of LI Li" Lsol7 r oi 2.2 Effective Date: Memorandu The obligations of Develoi„_ and Agency here der shall be effective as of tlie Effective Date. Conc ently with the e:: ripution of this Agre ent, the Parties s1i ill execute a Memoranet of this Agre ent substantially in the form Aached hereto as Mir which shall b recorded in tic Gfficial Reco1ds. 2.3 of this A eem nt. RelatF Ai e- ents. Inis Agreement sets forth certain right 2 obligations of the Parties with respect to the devf.lopment and financing of the Redevelopment Project. This Agre - ent xecuted pursvmt to that cert. M orand of Understanding (Oyster Point M 'na) dated as of May 13, 2009, ' id executzd by and ong the CAy, the Agency and the Developer (the "MC 1J"). In the event of inconsistency b 1ween the t set forth in the MOU i the terms set forth in this A7 ent, this Agre ent shall prevail. 2.5 D 1613885 1 er's of First Refus 1 . 7 2.4 Parties. Tile Pari.i..z 'hereby ack—,::ledge and agree that City joins this Agre ent as a Party only with zespect to those Sections that expressly set forth rights and/or obligations relating to the City. In no event shall City have any rights or obligations in coi with this Agre ent except as expresEly set forth in S Developer and Ag-cy expressly agree that neither shall have any right to make a claim, and shall not make a claim, against the City fo... any purported obligation o:the City under this Agreement except for those oblif,:itions which the City explicitly has accepted. For the avoidance of doubt, the City shall have no obligation for procr ing or ix, for thrl release of -ny lien or encumbrance on the Conveyed Property. In addition, Dev expressly and urrinditionally rilases City from any pot sntial liability arisiAg from the obligations set forth in Sections 5.? iv! 5.6. , 2.5.1 The Parties intend for the City Property and the Developer T:aperty to be developed with compatible uses __Z_ 'design. In recognition of the value of CIE intilgrated pinning and consistency of development, if 71 any f e prier to the earlier of (1) isciiance of a certificate of occupancy for the last building to be constric4ed in co ection with the Phase IVD Improvements of the Developer Project as des 'bed on Exhibit 3.3.1, or (2) the t 1 'n: +ion of this Agreement, City or Aaency ( applicable) enters into a contract (" 1 CDC_ !"_") .fith a third party ("7 1 PI Ay") for the sale or long t- a grotA lease (i.e., a grov.nd let witii a t of at least 35 years (including any e-Jtion periods))of any portion of 'tie City Property identified on attached hei and made a part hereof (ie " Property"), City or Agency (as applicable) shall delive: a copy of the ROFR Contract to Develop', and Developer shall have ten (10) busine:_i_, lays after receipt of the ROFR Contract to notify City or Agency (as applicable) in 'ting of Developer's election to purchase or lea: (as ,7Dplicable) the ROFR Property for a price equal to the actual . ount to be paid by the Third Party der the ROFR Contract and on the mat- sa1 to3 s and conditions acrreei to by thi. d Party and City or Agency (as applicable) in the ROFR Contract ("Thi i PL y ' 'ins") (ft— rights granted to Developer in thiu IL all be ref- ed to herein as the ": of 11"). Developer's failure to notify City or Agency (as applicable) of its within such Ivn (10) business day period shall be de- ed an election by Developer irl to purchase or lease (as applicable) the ROFR Property. If Developer elects to purchase or li-nse (as applicable) the R07 property, the L evelop€.1 ®,3 City or Agency (as applic -12 4 shall enter into a prchase or lease (as applicab J) r rntract for the ROFR Property the to s of which shall be subrt . rtially similar to the fo of the ROFR Contract with. the Third Party Price and Terms (with r- :isonable allowances for modifications to non - material t - s, such as an extension of contingency periods, the closing date or the co ° enc ,- ent date). If Developer elects . lot to purchase or lease (as applicable) the ROFR P . rty, then City or Agency (as applicable) shall be free to sell or lease (as applicable) the iteYR Property to the Third Party on the mat - al terms of the ROFR Contract, the Third Party Pry and Te s; provided that if such sae or lease (as applicable) is not cons ated within twelve (12) months after the date of the 1 _DFR Contract, ti�en such sale or lease (as applicable) and any other proposed sale or lease (as appli liable) of the ROFR Proper =hall again U subject to Developer's Right of First Refusal. City or Agency (as applicable) hereby agrees that if Developer exercises the Right of First Refusal, Developer shall have the right to d nignate an affiliate of Developer as the grantee or lessee (as applicable) of the ROFR Property. 2.5.3 At Cl 'ling, a rn orand of this _fight of First Refusal, in the fo attached hereto 7E' � � < � � � �� U � � � ,� shall be executed by City or Agency (EL r : s rded against the R&. t. Z Property. Upon :uch time that Developer no long has tL right to exercise its Right of First Refusal pursuaiit to the to Y . s of this Section It Developer shall promptly execute and acknowledge any doc ent reasonably requested by City or Agency (iis applicable) to to 'natO he afar entioned mei; orand including, without limitation, a quitclaim deed. 1613885 2.5.2 Intentional) Deleted. 2.5.4 The nrovisio of this Section Ei and Devek per's of First Refusal to purchase the f olierty p2 Ian Lo he t - s here der shall s ive the Closing. ARTICLE III PROJECT SCOPE AND FINANCING 3.1 roles of the P rties and C J ` ±o1 of t' velo rent. The Parties intend that (i) subject to compliance with the to s and processes set foY th in the Oyster Point Specific Plan, applicable p ecisP pi . s, City': no al design review and building pe at procedures and City's right to mandate specificatLaJ for improv,' .:.ents that will be publicly owned, Developer shall be in mole control of pi . 'rig and lopment of the Redevelonment Project anti Developer . i 7 ect; and (ii) City and Agency shall be in sole control of p1. 'nr td develol rnt of the City /AgeL 3y Prej W 'h the !, exception oil the public ' i provements to o ; Funded by Developer as set forth below in :rtioll ^ Developers aha11 ha %. no r . 0ponsibility for p1 ; # ; ing, funding, of construction of any ion of the City /Agency Project. Aside from the Agency's funding obligatiorz s set forth in this Agreement, neither City nor Agency shall have any rights to, nor responsibility for, pL ing or developm t of any improverner " - on property cr .T.ed by Developer. 3.2 Scope of _ NT .omen ... The P& Lies intend tF' i t the Redevelopment P of c ct will be undertaken in ; hases a described in this Section and A. Tn u project s ch f � "1 a attached as (the. "7_ et Sc ) represents the ' '.es' reasonable est' ates of Redevelopment Project milestones. in no event shall any rail ure to meet thc timeframe set forth in the Project Schedule lx, considered a default der this Agreement. 8 Property; 3.2.1 Phase IC Im irove me nts . Developer shall cause to be constructed the Phase IC Improv ents described in this Section The Phase IC Improvements are described in greater detail in attached hereto and "Ube funded in part by the Agency and in part by Developer or, at the option of Developer, with proceeds from a Mello Roos/Co sty Facilities District ("CFD Proceeds") purs t to Section i100 below. The Phase IC Improv ents consist of construction of the following public infrastructure improv- ents and enities on portions of the City Property and the Conveyed Property, as more particularly described and identified in 1613885 Streets and utilities including grading, subgrade, base, paving, curb and sidewalk, street lights, sto water, s stary sewer, combined trench for gas, electric and telecom, impe eable utility trench at sanitary landfill areas, and t- porary streets and utilities) in the following locations: specified City-owned parcels; City-owned parcels; Conveyed Property; and (1) At the future Hub area; (2) Extending east from the Hub across the na (ii) Repair of and/or upgrade to the clay cap cove g the Oyster Point Landfill on specified City-owned parcels and raising the level of certain portions of the Oyster Point Landfill and its perimeter to counteract the projected effects of sea level rise; (iii) Reconfiguration and reconstruction of existing parking areas on specified City-owned parcels; (iv) Grading and construction of open space recreation areas on (v) Demolition and grading at the future "hotel site" on specified Landscaping of the beach/park area on specified parcels of the (vii) Landscaping and other improv ents including construction of portions of Bay Trail, public restrooms and palm promenade, on specified City-owned parcels all as shown on that certain Conceptual Site Plan for the Public Realm within Phase One SSKS Development dated February 22, 2011 sho on Exhibit 3.2.11. 3.2.2 Phase ID Improv1 i. ()ri, The public improv entir ediation components of the Phase ID Improv ents will be financed in part by Developer and, at the option of Developer, in part with CFD Proceeds pursuant to Section01 below. The Phase ID Improv ents consist of the following improv ents, as more particularly described and identified in 9 -113- the Conveyed Property; 9't Conveyed Property; �l 1613885 11 Repair of the clay cap cov g the Oyster Point Landfill on 10 -114- R ediation of the area Identified on Installation of methane control and moni o g syst s on the (v) Relocation of refuse on the Conveyed Property to odate new buildings; and �uuuuu m�, wow, "S ire uR�rcmmmoioioioioimnmio�oi'"� m (iv) Other ® provements and construction activities necessitated by building on landfill on the Conveyed Property; (vi) Development of research and development and/or office buildings on the Conveyed Property consisting of an a : egate of not less than Five H dred Eight Thousand (508,000) square feet and not more than Six H dred Thousand (600,000) square feet. 3.3 Additional Development. As of the Effective Date, the parties intend that the development of the City Property and Developer Property will include the additional improv ents des 'bed in this Section 1. Notwithstanding the foregoing or anything to the contrary set forth in this Agre ,, ent, neither Party shall have any obligation to construct the improv ents described in this Section olc, 999I or, if such prow ents are constructed, to construct th in any particular order or in accordance with any p ;'cular schedule. Except for (a) Agency's obligation to fund the clay cap repair as set forth in Section 3.3.2(a)(iv) below (which the P , ;yes agree is an express obli Lion of the Agency), and (b) Developer's obligation to provide funding for certain Phase IIC Improv ents, as set forth below, which obligation shall be contingent upon Agency's d : ination to proceed 'th the Phase IIC Improvements p uant to this Agreement, this Section is set forth herein for explanatory purposes only and shall not create any obligations or liabilities on the part of either Party. 3.3.1 Developer Project. In accordance 'th the Development Agre „a, _ent ,�, �� lil ya � �� approved by City, on approximately forty two of the Business Park Property and the Conveyed Property, Developer intends to develop a life sciences c opus that will consist of research and development and office buildings with an a egate gross square footage of approximately 2.25 — 2.254230 'Ilion square feet, together with associated stru ed parking. The estimated sq e footage is predicated on a floor area ratio (FAR) of 1.25, taking into unt areas that '11 be (a) res . ed for public amenities (including private streets, beach, park, a portion of the Bay Trail, other public rights of way, public open space, public parking as, and recreational ar ), and (b) available for potential future development. In connection with such additional improv ents, Developer intends to construct the following public and private ' provements in phases (the "Phase IID, IIID and, Improvements ") which described in greater detail in � attached hereto and which will be partially by Developer and partially funded with CFD Proceeds. (a) Development of streets and utilities at the Business Park Property; ced Property; and (d) Development of buildings for research and development and/or office use so that the FAR across the entire Business Park Property and Conveyed Property (including that portion of the Conveyed Property developed in Phase ID) will be 1.25, comprising a total of up to approximately 2.25 — 2.254230 million gross square feet of such development. 3.3.2 City/Agency Project. City and Agency intend to seek development of the City/Agency Project, including retail, co ercial, restaurant and hotel uses, public open space and recreational uses on the City Property. City/Agency may also consider development of research and development and/or office development on the 01;,10 acre portion of the City Property currently designated for recreational uses, however, any such development (1) would require additional enviro ental analysis, (2) may not occur until the earlier of (i) the issuance of a building pe it for the second (2 building in Phase IVD of the Developer Project or (ii) the t- ination of this Agreement, and (3) would be subject to Developer's Right of First Refusal as set forth in Section 3 Improv 16 885 (b) (c) Relocation and expansion of capacity of-Sewer P p Station No. 1; Landscaping within 100-foot shoreline band at the Business Park City Property (Parcel IIC) at the M. a; and (a) Phase IIC Improv ents. If and at such time as City/Agency co ence construction of any of the public infrastructure improv ents and . enities described in this Section (the "Pi ase I C Improvements"), Developer and City and/or Agency will each be responsible for funding and/or construction of the Phase IIC Improv- ents. The Phase IIC Improv- ents, which are depicted and described in greater detail in attached hereto, will be pl ed and constructed by City/Agency, and will be funded in part by Developer and in part by City or Agency as described below. Developer's funding obligations set forth in this Financing of Redevelopment Project. -115- Section AVIP shall be conditioned on the City/Agency's construction of all of the Phase IIC Improv ts (rather than a portion thereof) and are inclusive of, and not separate from, the Developer F ding Requir ent described in Section below. (i) Developer to fund sewer pump station at the Marina; (ii) Agency to fund clay cap repair at specified City Property (Parcel IIC) at the Marina, in accordance with the requir ents of the Regional Water Quality Control Board; (iii) Agency to fund repaving of existing parking areas at specified (iv) Agency to fund landscaping of c the j sdiction of San Francisco Bay Cons ation and Development Co ission ("BCDC") on City Parcel IIC. City Property within 3.4.1 lin trovement Costs. The Parties have estimated the cost of the Phase IC ents (the "Phase IC Improvement Costs") and the Phase ID Improvements (the _ .Je ID Inrn C _ its" and, together with the Phase IC Improvem t Costs, the provem it Costs "). The ImprovemeiiL Costs and the respective Agency* 2' -id Developer responsibility payment for each component of the .Improvement Costs are detailed in attached hereto. As more particularly described in t ;_' Agency and DeG. .oper each have responsibility to pay for certain components of the public improvements included in Phases IC and ID, inchding, wiholt limitation, L _tvel _per's obligation to deliver to City an amount equal to One Million One Hundred Thousand Dols rs ($ I , 00,000) on the date that Developer co ences construction of the Phase ID Improv-; ;: ents (commenc , ent of construction as used in the foregoing shall be defined as co Gncement of excavation for t ?, plac ent of a foundation or a structure within the portion of the Developer Property to be redeveloped in Phase ID P ) . In addition, as lndicat� -Fl in ,,4 ', the P , 'es intend that �. ain Improvement Costs may, at the option of Developer, be funded with OFD Proceeds. Nothing in this .Agri ent is intended to or shall be interpreted as a guaranty by the Agency to make up any shortfall with respect to the availability of CFD Proceeds. 3.4.2 Pa ent of Phase IC and 1D Im # roverr Costs. Agency will pair o t equal to Agency's specified share of e7,7 7 Phi- IC Improv - , ent —osts in the aggregate ount, subject .o adjustment purse �, _n t to below, of Eighteen Million, ee Bred. Ninety Nine Thoimind, our Hundred Sixty Dollars ($18,399,460) (the "Agency Phase Fu - "). Agency shall, at Closing and approximately every three (3) months th {—uafter, deliver funds into an escrow acco t that is equal to the est" ated amo t of Phase IC Improvement Costs that will be inc f i by the Developer in the following three (3) month p ' o d pursuant to the t -, s of an E c 'ow Ho 1db ° ck Agre ent in the fon11 attached hereto as + to be entered into by and Prr nng Agency, Developer and the T; tle Company r f 3 ng E; :row 11 _ is _ _ _ - -). A, rncy shall periodically deliver such funds within five (5) business clays after receipt of written request from Developer, which request shall be accompanied by a description of the work to be completed during such thr+_ , ;3) month p - 'od. Any interest accruing on such escrowed funds shall become a part of the escrowed funds and be used only in connection with the construction of the Pii - .3e IC Im .ovements. 1613885 3.4.3 Allocation of Res s onsibilit • Cost Ov s and Sa vines he P hereby agree that the allocation of costs and contributions in connection with the Phase IC Improvemenn1 Costs and the Phase ID Improvement Costs shall be as set forth on which Exhibit also sets forth which Party shall be responsible for any cost 3verruns above, nC which Party ell be entitled to retain any cost savings below, the estimated costs of such Improv , ent-2. Notwithstanding the foregoing, "rith espect to the Phase IC Improv : ent Costs associated with streets and utilities at the Hub, as described in S ,,ny cost overruns shall e shared by the Parties on the propor d onal basis set fo= based on each Party's respc 1ri l: ility for funding such streets and u . ' lities, and any cost savings sh.Y11 be paid by the Pa towards the construction of the Phase TIC Improver_ ruts for wHch the Agency is required to pay. Agency shall apply such cost savings in the following order of priority: first, to complete the clay cap repair in Phase IIC, second, to construe the new sewer p p Ptation, and if anj funds r ain after completion of the clay cap repair and construction of the pump station, to any other Ef_ _ Improv ents iii the Agency's discretion. Totwi s tanding the foregoing, the City s12 ,, - �a f _ _' j additio - - 'al costs beyand those shown on including without liniiLation iliuse additional costs that may arise (a) related tr.) the Bay Trail, 12 palm promenade, and Marina parking lot, including but not limited to increased costs required by BCDC; (b) related to afire ents reached with the Harbor District; and (c) related to changes in scope or quality requested or required by City. 3.4.4 Obli ation to Set Aside F ds for Aenc Funding Re uirement A, enc Budget. The Agency Funding Requir - ent is an indebtedness of the Agency to Developer der this Agreement, and in order to induce Developer to enter into this Agre ent, upon ex tion of this Agre ent the Agency agrees that it will set aside i m ediately in a separate account funds in the ount of the Agency Funding Requir ent ( "Agency Funding Deposit "). Such Agency F ding Deposit shall be held in such account, and without the express written agre ent of Developer, shall not be withdra or used for any purpose whatsoever, except to pay at the times and in the amo is required to fulfill Agency's obligation to pay the Agency F ding Requir ent. The Agency Funding Deposit initially placed in such separate account may be replaced at a later date with funds lawfully available for that purpose, including, by way or ex ple, proceeds from the issuance of bonds secured by tax -incr ent from the Redevelopment Project, on and subject to the s et s and limitations applicable to the Agency F ding Deposit. In order to satisfy Agency's obligations to pay the Agency F ding Requirement without violating any applicable time li 'ts on Agency action pursuant to the Redevelopment Plan, Agency also will take all reasonably necessary actions from time to time, including without limitation, recognition of the Agency F ding Requir ent as an indebtedness of the Agency in all financial reports and doc ents, and inclusion of the Agency Funding Requirement in the Agency's ual budget, and making prepayments or additional payments if necessary II 11 1613885 3.4.5 [Intentionally Deleted] 3.4.6 Pa ent of Phase IIC Irn ovement Costs. The a estimated P arti shave tim the cost of the Phase IIC Improvements (the "Phase IIC Improvement Costs "). Developer will pay to Agency Developer's contribution to the Phase IIC Improv ent Costs in an ount not to exceed Eight Hundred Thirty -Nine Thousand Four H dred Ninety Dollars ($839,490) (the "Developer Funding Requirement ") upon Developer's co enc ent of construction of the sewer p p station at the M a. Co encement of construction as used in this Section shall be defined as co . en ent of excavation for the placement of a foundation for the sewer station. Notwiths ding the foregoing, Agency acknowledges and agrees that Developer will only be obligated to pay the Developer F ding Requir ent if (i) Agency has issued Certificates of Completion (defined below) for the Phase IC Improvements and Phase ID Improv ents as set forth in Sections ! , ; and (ii) City or Agency have co enced construction of all of the Phase IIC Improv ents for which Developer has a funding obligation. 13 -117- 3.4.7 Allocation of Res • onsibili Agency shall be responsible for payment of all Phase IIC Improv ; ent Costs not required to be paid by the Developer F ding Reg ent, and shall pay for any cost ov s above, and shall be entitled to retain any cost savings below, the estimated costs of such Improvements. TIOLE IV DISPOSITION OF THE CONVEYED PROPERTY; CONDITIONS PRECEDENT TO DISPOSITION 4.1 Pro and conditions set forth herein, and �� Exc an��e. Subject to the t � ,s d provided that all conditions pr ent to the conveyance of the Conveyed Property have b satisfied or waived by Agency, at such time as the Parties are prepared to initiate construction of the Phase I Improvements: (i) Developer will assign to City, and City will assume from Developer, Developer's interest in the Assigned King Leases; and (ii) Agency shall convey to Developer, and Developer shall accept from Agency, fee title to the Conveyed Property, in accordance with the t , covenants and conditions set forth in this Agre ent. The conveyance of the Conveyed Property from Agency to Developer shall be accomplished by recordation of the Deed (defined below), and an _ , endment to the Harbor District JPA in the fo attached hereto as be entered into between the City and the Harbor District. As used herein, "Conveyed Property" shall include the following: 4.1.1 all rights, privileges and eas ents appurtenant to the Conveyed Property, including, without 1' itation, all minerals, oil, gas and other hydrocarbon substan on and der the Conveyed Property, as well as all development rights, air rights, and water rights relating to the Conveyed Property and any rights -of -way or other appurtenances aff the Conveyed Property (collectively, the "Appurtenances"); 4.1.2 all of Agency's right, title and interest in and to all provements and fixtures located on the Conveyed Property, as well as all other apparatus, equipment and appliances used in connection with the operation or occupancy of the Conveyed Property (collectively, the "Improvements"); 4.1.3 all p onal property owned by the Agency located on or in or used in co ection with the Conveyed Property d Improv ents as of the date hereof and as of the Closing Date (the "Personal Property "); and 4.1.4 any intangible personal property now or hereafter owned by the Agency and used in the o ership, use or operation of the Conveyed Property, Improv ents and Personal Property, and, to the extent approved by Developer p uant to this Agre ent, any contract rights, utility contracts or other agre ents or rights relating to the o ership, use and operation of the Conveyed Property, as defined below (collectively, the "Intangible Property"). 4.2 Conditions Precedent, 1613885 14 4.2.1 A enc 's Conditions Precedent. Agency's obligation to convey the Conveyed Property to Developer is conditioned upon the satisfaction of all of the requir ents set forth in each subsection of this Section unless any such condition is waived by Agency y � � y acting in the discretion of its Ex tive Director. Prior to conveyance of the Conveyed Property, Developer shall satisfy all of the following conditions: (a) Due Authorization and Good Standing. Developer shall have delivered to Agency each of the following: (i0 certificate of good standing, certified b y the Delaware Secretary of State indicating that Developer and Developer's manager or managing m ber a_ properly orgr sized and in good standing in the State of Delaware; (ii) certi;icate of gc :Landing, certified by the California Secret. _,y of State indicating that Devr" oper and D weloper's managing member are in good standing and authorized to do busin' 3s in the State of Califo 'a; (iii) a certified resolution indicating that Developer's managing member has authorized the transactions contL1 plated by this Agreement and that the pc sons executing this Agreement on behalf of Developer have been duly authorized to do so; (iv) certified copy of Developer' - ,:C -1; ; (v) certified copy of Devi,t o . _ managing m 1. p 's LLC -1. (b) Financing. Developer shall have provi Ied evidence to the Agency, no .. ercid1y reasonably satisfactory, of (a) Developer's acceptance of a loan commitment from a lender or lenders in corr. - ction with Developer' r finawing of the Redevelopment Project, or (b) evidence of the availability of funds from such other alt - ative sources in ection with the financing of the Redevelopment Project, as reasonably approved by Agency (the "final n g Ian"). Developer may obtain, and Ag+_nc; s1ii sll approve, suc,1. Alt - ative sources ( Yt1��� �1.1ing from, v rit7 i(j 1 limitation, funds on hand, lines of credit, and/or equity co . nents from partn and /or investors. The Parties hereby agree thrt Agency shall approve of Developer's Financing Plan provided teat Developer is able to evidence funding from sources that collectively are sufficient to fund the estimated costs of the Redevelopment Plan. 1613885 15 (c) Contract Documents, W i dget Ind . chedule. City and Agency shall have reasonably approved of the Contract Doc ents (definJ below), Midget and .hedule for the public improv ent components of the Redevelopment Project, which shall b _ _.1raed acceptable provided that the: are mat consistent w' h the ;I) of the Contract Doc irients, budget t...± schedule delivered to the City Paid Agency by tL Develo ur j 'or to the Effective Date. As used her n "Cori ~act Documents" means all contract docui °nts upon which Developer and Developer's contractors shall rely in developing the public improvement components of the Redevelopment Project (including the landscaping, parking, and cos on areas) and shall include, without 1' Ration, the site develoy lent plan, final iirchitectural 'Drawings, lands ping, exterior signage plans and specifications, mated: 1- specifications, final c' c cations, rnd br�,itding anti specifications. (d) Pe iLs and Entitl - ents. For th _r avoidance of doubt, City and Agerr,7 confirm dint Th has obtained all known City discretionary entitl ents, pe its, licenses - id approvals required for the developmcnt of the Redevelopment Project, but not including p its for demolition, grading, building, or other minist °' al approvals, or has provided u idence reasonably satisfactory to Agency that receipt of su pe its and approvals is FTbject only to Agee _y may reasonably api Cit;T and Agency also conf iri a that Developer has obtainQ l CEQA and General Plan, Zoning, and Specific Plan-lev °l entitl ents for the Redew r)r rnent Project. -119- (e) P. _ . ant of Fees. Subject to anT; contrary provision of the Develo m t P Bement s Developer Develo shall have paid when due all customary anti reasonable gees P �' and chai ges iii co ection with the processing of City and all (—he_ applicable agency p its _LIE approvals applicable to the Redevelopm t Project. (0 Insurance and Perfo ance Bonds. Developer shall have provided evidence reasonabl y y Agency satisf9ctor to A enc that Developer has obtained insurance coverage meeting ti require—ients set forth LI and hL11 have provided to Agency perfo ante bonds or other a.-.Durance of comnletior... a _asonably _ tisfactory to Agen }y pursuant to the requir -, ents set forth in Section 4.2.2 Developer's Conch itions Precedent, Developer's obligation to accept the Conveyed Property from Agency and proceed to Closing, :s conditioned upon the satisfaction of all of the lquirements set forth in each se section of this : unless any such condition is waived by Developer in writing. If any of the nditions are not satisfied, Developer shall have the right in it s sole discretion either to waive in writing the condition precedent and proceed with the purchase or t - . , inate this Agre _1�t in which event Developer and Agency shall each be released from all 7 o r ereund , ex t for su i tatters that expressly su 've the t - i ination of this Agre ent. Prior to the Closing Date, the following conditions shall have b : satisfied: 1613885 16 (a) Age 's Representations and Warranties. All of Agency's representations and w anties contained in or made purl t to this Agreement shall ha. -Te been true Ind correct whcii made and shall be true and correct as of the Closinr Date. C ) onditior of Conveyed Property_. The physical condition of the ,onveye�. Property shall 'Toe substantially the same on the day of Closing as on the date of Developer's execution of Agre Int, reasonable wear and tear and construction perfo ed der the t s of this Agr ent excepted, and, as of the day of Closing, there ;ha11 be no litigation or administrative agency or other gov ental p - oceeding of any kind: whatsoever, pending or threatened, ich after Closing wou mat 'ally adversely affect the value of the Conveyed Property or iho ibility of Develop to develop the Conveyed Property in the manner in which it intends. (c) Permits at 1 Entitlements. Developer shall have obtained all kno entitl ents, pe its, licenses and Mequired for the development of the Redevelops lent Proj e' :t, includin'; without limitation all kno p , , its for demolition, grading, building, or other st 'al approvals. (c1,1 Fin! ing. Develop shall have received a loan cci itment from - lender or lenders, i1 obtrii ed funds from such other alternative sources, in coniii ; with the financing of the Redevelopment Project, which financing shall be de - ,, ed sufficient in Developer's sc - - and a solute discretion. (e) Release of Liens. The Agency shall have caused the Conveyed Property to be released from any E...A all liens or enc brances related to any loan.; that en ber the Convey_.il _roperty, including, 'thout limitation, a_iy liens of mortgages, deeds of t, and finan ' g stat - ents related to that certain Consolidated Loan Agreer1lent by are 1 betwee the Department of Boating and Waterways and the San Mateo County Harbor District. The A' - ency hereby agrees that if required by the Dep ent of Boating and Watt., ���r :1� the Agency shall enter into a guaranty agre ent ili connection with the release of the Conv ved Property from such lien. (0 Issuar -e of Title Policies. The Title Company (defined below) shall ae irrevocably and uncoliditionally co itted to i7ue to Developer the Title Policies, free and clear of all liens, and subject to only the exceptions expressly set forth therein, and including the endors ents attached thereto. (g) Eas ents. The parties shall have agreed upon the fo of temporary and pe anent eas ent agre • ents to be recorded against the Conveyed Property and the City Property at Closing pursuant to which Developer, and its employees, contractors, consultants, agents, invitees and guests shall have access to and from the Conveyed Property, and other eas ents for utilities serving the Conveyed Property (including, without limitation, potable water, wastewater, sto water, gas, electricity, cable and other s ces), ergency vehicular access, maintenance easements, and such other eas ent rights as reasonably required by Developer in connection with its intended development and use of the Conveyed Property. 1613885 (h) Insurance. City/Agency shall have provided evidence reasonably satisfactory to Developer that Cit /Agency has obtained insurance coverage meeting the require ents set f. h 1111 10 , 7if 4.3 Consideration. The consideration payable by Developer for the Conveyed Property shall be: (i) the conveyance to City of the Assigned King Leases; and (ii) the payment of the s of Four Million Five H dred Thousand Dollars ($4,500,000) (the "Purchase Price"). The Assigned King Leases shall be conveyed to Agency at the Close of Escrow. The Purchase Price shall be payable in two (2) installments of Two Million, Two Hundred and Fifty Thousand Dollars ($2,250,000) each. The first installment shall be payable to Agency at Close of Ecrow. The second installment shall be payable in full on the date that Developer obtains the first building p it for a building within Phase HID. 4.4 Escrow; Escrow Instructions. The Parties shall open escrow at the office of Chicago Title Company at 455 Market Street, 21st Floor, San Francisco, CA 94105, 415-788-0871, Attention: Nicld. C. ("Title Comp • y" or "Escrow Agent") in order to consu ate the conveyance and exchange of property interests cont- • plated hereby and the closing of escrow for the transactions cont plated hereby (such closing of escrow shall be referred to herein as the "Closing"). Agency and Developer shall provide Escrow Agent with a copy of this Agre- ent, which together with such suppl ental instructions as Agency or Developer may provide and which are consistent with the intent of this Agre • ent or which are othe ise mutually agreed upon by Agency and Developer, shall s e as escrow instructions for the transactions contemplated hereby. In the event the Closing does not occur on or before the Closing Date, the Escrow Agent shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof it s which were deposited hereunder. Any such re shall not, however, relieve either party of any liability it may have for its ongful failure to close. 4.5 Costs of Closing and Escrow. Each Party shall pay the cost of any title insurance such Party elects to purchase in co ection with the acquisition of the property interests to be acquired by such Party. Developer shall pay all other closing costs and escrow fees (including without limitation recording fees, escrow charges, real estate transfer taxes, and doc entary tr fer taxes associated with the assi ent of the Assigned g Leases to Agency and the conveyance of the Conveyed Property to Developer). 17 -121- originals of assl ent and assumption agreements in the fo : ; attached hereto as ww f g a ww ; t effectuate the transfer of Developer's interests in the Assigned g Leases to Agency (the "Ass' , . ment and Assumption of the • g Leases "). The T , ,, ' ated King Leases shall be t inated on the Closing Date by the execution and delivery of the Lease T ination Agre ents (defined below). On the Closing Date the Escrow Agent shall cause the Deed, the Assi en and As ption of the King Leases, and the M orand to be recorded in the Official Records. (c) an Assi ent and Assumption of the King Leases executed and acknowledged by the City; attached hereto as 4.6 Closing. At the Closing, the Agency shall convey to Developer marketable and in le fee simple title to the Conveyed Property, including, without limitation, the Appurtenances and the Improv ents, by a dui executed and acknowledged grant deed substantially in the fo attached hereto as Li 0,i00 UU� (the "Deed "). Evidence of delivery of marketable and insurable fee simple title shall be the issuance by Title Company to Developer of the Title Policies (defined below). Each Party shall deposit into escrow executed co t art 4.6.1 At or before the Closing, Agency shall deliver to Developer or the Title Company, as appropriate, the following: 161 885 (a) a duly executed and acknowledged Deed; (b) a duly executed Bill of Sale in the form attached hereto as (d) (e) Lease T ination Agreements t inating the Te inated King Leases, duly executed by the Harbor District and the Agency (the "Lease Ter,,: ation Agreements "); (f) an endment to the Harbor District JPA eliminating applicability of the JPA to the Conveyed Property in the fo attached hereto as J (g) a request for partial reconveyance in co ection with the Deed of Trust benefiting the Harbor District which ently en bers the Conveyed Property, duly executed by the Califo "a Dep :ent of Boating and Wat : : ays, in such fo sonably req ' ed by the Title Company in order to release such deed of t lien from the Conveyed Property and issue the Title Policies to Developer; a duly executed As s i ent of Intangib l e Property in the fo SI V (the "Assignment of Intangible Property"); (h) a F i .ETA affidavit (in the fo attached as p uant f to Section 1445 of the Int :° al Rev ue Code of 1986 (the "Code"), and on which (b)O , } Developer is entitled to rely, that Agency is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code, and a properly executed Califo 'a Fo 593-C; (i) agre ents to which the City or Agency is a party t inating each and every sublease, license or occupancy agre ent affecting the Conveyed Property, duly 18 executed by each and every subtenant, licencee or party to an occupancy agree, ent occup ng the Conveyed Property; Agency; (k) Company's customary fo (j) a closing statement in form and content satisfactory to Developer and an affida o title and gap ind a e„ ent in the Title (1) a duly executed and acknowledged Escrow Holdback Agreement; (m) a duly executed and acknowledged Bo dart' Line Agreement, or such other agreement reasonably acceptable to the Title Company sufficient to r ove any tideland or submerged land exception on the title to the Conveyed Property; and (n) any other ins ° , ents, records or correspondence called for h e der which have not previously been delivered. Developer may waive compliance on Agency's part under any of the foregoing items by an ins % ent in writing. 4.6.2 At or before the Closing, Developer shall deliver to Agency or the Title Company, as appropriate, the following: Agency; 1613885 (a) a duly executed Assi and Ass ption of the King Leases; (b) a duly executed Assi ent of Intangible Property (c) a closing stat ;_ ent in fo and content satisfactory to Developer and 19 -123- (d) a duly executed and acknowledged Escrow Holdback Agree ent; and (e) the portion of the Purchase Price due and payable at Closing pursuant to Section hereof. 0) agr ents to which the Developer is a party to inating each and every sublease, license or occupancy agre ent affecting the Conveyed Property, duly executed by each and every subtenant, licensee or party to an occupancy agre ent occupying the Conveyed Property; Agency and Developer shall each deposit such other i ents as are reasonably required by the escrow holder or otherwise required to close the escrow and cons ate the purchase of the Conveyed Property in accordance with the t s hereof. Agency and Developer hereby designate Title Company as the "Real Estate Reporting Person" for the transaction purs t to Section 6045(e) of the Code and the regulations promulgated thereunder. 4.7 Prorations. With respect to the Conveyed Property, Agency shall be entitled to all income produced from the op , tion of the Conveyed Property which is allocable to the period prior to Closing Date and shall be responsible for all expenses allocable to that p ' od; provided, however, that to the ext ° t any portion of the Conveyed Property is subject to the King Leases prior to Closing, income and expenses for the period prior to the Closing Date shall be gov , ed by the t , ° s of such King Leases. After Closing and the con ent t . ation of the Te inked g Leases, Developer shall be entitled to all income and responsible for all costs with respect to the Conveyed Property. With respect to the portion of the Marina Property that is subject to the g Leases but is not a part of the Conveyed Property, income and expenses for the period prior to the Closing Date shall be gov ed by the t s of such King ses, and as of 12 :01 a.m. on the Closing Date, Agency shall be entitled to all income and responsible for all costs thereafter. At the Closing, all it s of income and expense with respect to the Property listed below shall be prorated in accordance with the foregoing principles and the rules for the specific it % , s set forth hereafter: 1613885 4.7.1 Utility Charges. Agency shall cause all the utility meters for the Lease Property and the Conveyed Property to be read on the Closing Date. 4.7.2 Other Apportio ents. o is payable under the Ass ed Contracts, ual or periodic pe it d/or inspection fees (calculated on the basis of the p sod covered), and liability for other property operation and maintenance expenses and other recurring costs shall be apportioned as of the Closing Date. 20 4.7.3 Real Estate Taxes and Special Assessments. General real estate taxes payable for the tax year in which the Closing occurs shall be prorated by Agency and Developer as of the Closing Date. 4.7.4 Prel' inary Closing Adjustment. Agency and Developer shall jointly prepare a preliminary Closing adjustment on the basis of all sources of income and expenses, and shall deliver such computation to the Title Company prior to Closing. 4.7.5 Post - Closing Reconciliation. If any of the aforesaid prorations of be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a s of money based on such subsequent proration(s) shall promptly pay said s to the other party wi ten (10) days after delivery of a bill therefor. 4.7.6 S val. The provisions of this Section shall s ve the Closing. g 4.8 R ' res entations and W antes of A enc . Agency hereby represents and w , ants d covenants with Developer as follows: 4.8.1 To the best of Agency's knowledge, the use and operation of the Conveyed Property now are, and at the ' e of Closing will be, in compliance with all applicable building codes, enviro ental, zoning and land use laws, and other applicable local, state and federal laws and regulations (collectively, "Laws "). 4.8.2 The Due Diligence Documents delivered to Developer in connection with Agre ent (including, without limitation, the S ice Con ., ts) are and at the time of Closing will be true, correct and complete copies of such doc ents. Except as shown on and excluding any Service Contracts entered into by Developer in its capacity as der the King Leases, there are no other Se ce Contracts affecting the Conveyed the lessee Property. 4.8.3 There are no cond- ation, enviro ental, zoning or other land-use regulation proceedings, either instituted or, to Agency's knowledge, pl. ed to be instituted, which would detrimentally affect the use, operation or value of the Conveyed Property. 4.8.4 There is no litigation pending or, after due and diligent inquiry, to the best of Agency's knowledge threatened, against Agency or any basis therefor that 'ses out of the ownership of the Conveyed Property or that might detrimentally affect the value or the use or operation of the Conveyed Property for its intended purpose or the ability of Agency to perfo its obligations under this Agre ent. 4.8.5 This Agre ent and all documents executed by Agency which are to be delivered to Developer at the Closing are and at the time of Closing will be duly authorized, executed and delivered by Agency, are and at the time of Closing will be legal, valid and binding obligations of Agency enforceable against Agency in accordance 'th their respective t s, are and at the time of Closing will be sufficient to convey title (if they purport to do so), and do not and at the time of Closing will not violate any provision of any agre- ent or judicial order to which Agency or the Conveyed Property is subject. 4.8.6 At the time of Closing there will be no outstanding 'tten or oral contracts made by Agency for any improvements to the Conveyed Property which have not been fully paid for and Agency shall cause to be discharged all mechanics' d materialmen's liens 'sing from any labor or mat- 'als fu 'shed to the Conveyed Property prior to the time of Closing. 4.8.7 Agency is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. . 4.8.8 Except as disclosed on ! vo '00 the Conveyed Property is not in generated, treated, stored, disposed of, or released any Hazardous Mat- ' the Conveyed Property Except as isclose 0 , , f1 1 ' , Z, neither Agency, nor to the best of violation of any Enviro ental Laws (defined below). Except as disclosed on jL neither Agency, nor to the best of Agency's knowledge any third party, has used, manufa a1 on, der or about ed, 1613885 21 -125- Agency's knowledge any third party has installed, used or r oved any storage on, from or in co ection with the Conveyed Property except in full compliance with all Enviro ental Laws, and to the best of Agency's knowledge there are no storage tanks o located on, under or about the Conveyed Property. Except as disclosed on , to the best of Agency's knowledge, the Conveyed Property does not consist of any building materials that contain Hazardous Material. The disclosures contained in r , represent all of the info « ation within Agency's knowledge, control and/or possession relating to the use, manufacture, generation, treatment, storage, disposal or release of Hazardous Material on, under or about the Conveyed Property. 4.8.9 Agency E. loot ran gy_ -I. i j option or right of first refusal or first oppo ity to any party to acq • e any interest in any of the Conveyed Property. 4.8.10 Agency'; exr mtion, delivery and perfo m ante of its obligations der this Agre - ent will not constitute a default or a breach del r ; contract, agreement or order to which Agency is a party or by which it is bound. 4.9 Condition of Title. 4.9.1 At Closing, Agency shall cause the Title Company to issu Q - r) -- ,veloper ALTA extended coverage o er's policies of title insurance (Fo 2006) in the amount of the value of the Corf.'eyed L. 'roperty aJ dete Developer's sole and absolute discretion, at no more than the Title Company's standard rates, ins 'ng fee s , is ple title to the Conveyed perty ar:� !1-: •purtenances and improvements thereon in Developer, in the fo s a ;h 1 hereto as`, subject only to the exceptions showing in Schedule B thereof and also inc lding all endors ents attached thereto, and incorporating those changes as indicated thereon by handwritten comments, without further revision or amendment except as expressly approved by Developer (the "Title Poi ; s "). Thu Title Policies shall include without limitation full coverage against mechanics' materi 's liens. Agency's filure to cause such Title Policies to be issued to Developer in the fo r-7 -fired herein shall be d - - i ed a default i1n1 er this t nt, and Developer shall ha‘.Te all of its rights . d r edies p uant to Section 10.6.21, o. w DW. 4.9.2 At the Close of Escrow, Developer shall convey to ,t gency Dee r oper's leasehold interest in the property ens, bered by the Assigned ` g Leases free and clear of all recorded liens, encumbrances, taxes, assessmeliLs and leases voluntarily created by Developer during its tenancy under the Assigned Piing Leases, except as approved in writing b :T gency, and Ages ey shall cu.vey to Devi- !oiler fee simple title to the Conveyed Property fre id clear of -11 recorded liens, enc brances, taxes, assessments and lease- except as set for ui. ti the Title Policies. 4.10 Studies. r r- elope , Cit,r a ::d Agency may uni' take additional inspection, review and testing of the Conveyed Property and the Iii g Lease; Property, resp - vely, including without limitation (i) review of the physic,l condition of such property, including inspection , ex iLation if soils, enviro ental factors, and archeological info ation relating to the Conveyed Property; (ii; er review and investigation of the effe+ • of any zoning,' aps, permits, :ports, eng+' gyring data, re! - 'ations, ordinances laws affecting the Conve; 1 Property; (iii) further evaluation of the Conveyed Property det , ine its feasibility for such Party's intended use: and (iv) er review and investigation of any potential relocation costs pars . _ ;t to Jection 7260 °t seq. of the California Government Code. All of the foregoing are hereinafter collectively ref , ed to as "Feasibility Studies." The Parties m y consult with or retain civil engineers, contractors, soils and EF,o1r 'P; engineers, architects and of er specialists in its investigation, and may consult with or ret -in other consultants to det ° e if the Conveyed Property is suitable for each 1 drf ,4 intended use, At Close of Escrow, the Conveyed Property and Developer's interest in the KL ig P. operty shall be conveyed substantially in the respective condition of each as of the Effective Date, reasonable wear and tear and construction perm' _ : d by this Agreement excepted. 1613885 22 4.11 Contracts R fi . orts and .investi ations. Developer, City, and Ageac; er nth agree to available within fifteen (15) bush ess days follol ring the Effective Datl of this Agre , ent, any and all additional info ation (beyond that which each Party has ali ; 'provided to the other Party), third -party studies, third -pLty :Torts, this a -party investigations, ses vice contracts, leases, rental d ggre ents and other obligations concL riing or relating .o the property such Party has agr '. to convey pursuant to the this Agre ent wiiich are in su 1l , :session or which are reason .ably available to such Party, including without limitation s Sys, third -party studies, third - party reports and third -party investigatio1 concerning the property's physical, enviro ental, or geological condition, habitability, or the presence or absence of Hazardous Materials in, on or der the property and its compliance with all appli 01e state tLid federal en ' o ental laws toll - ... avely, the "Due r" , e . iocr . Developer shall advise Ag ; cy prior to Closing which of the scr , coni.AL ' tb Deg ilopcl will a _ 'Rime at Closing (the "Assumed Contracts ") and Agency shall to inate as of the Closing Date all such agre - ents which r —velorer elects not to ass e. 4.12 Right of Entry. Prior to Closing, each Party grants to the other and to such other Party's agent. end ployees the right, upoii nu ice, to enter u jon the pre �� with Party shall acquire pursuant to this Agreed ant for the purpose of ii -pectin[ , examinir ' veying and reviewing such proper Bach Party EL A1 obtain the other Party's advance consent in 'tiiig to any proposed -- hysical testing of the property, which consent shall not be unreasonthly • conditioned, wiJ held or delayed. Each Party shall also obtain any necessary approvals from the Harbor District. Physical tests shall be ccl,Auled during no al busine�3 hours unless other . approved by of the property to be tested. Each ?arty agrees to ind ify, defend and hold the other Party hr ,i;nless from and again ;t all liability, loss, cost, d age and expense (including, without limitation, r iac unable attorneys' fees and costs of litigation) nsulting from such Party's activities pursuant to this Section except to di: extent that such liability, loss, cost, d age and expense arises as a res alt of the negligence or other ongful conCuct of the ind 'fled Party or the ind - s 'fled Party's agents or employees. Notwithstanding anything to the contrary set north herein, the foregoing indemnity shall not apply to the mere discovery of any pre - existing con except to the extent exacerbated by such party. This 3ectic i shall suhvive the expiration or to ination of this Areement and the Close of Escrow. 1613885 4.13 Condemnation. If cold ation proceedings are co enced or threatened against any of the Conveyed Property, then, notwiths 'Landing anything to the contrary set forth in this Agre - ent, Developer shall ha ;w the right, at its election, either to terminate this Agreement or to not t inate this Agreement accept. the Conveyed Property. De :eloper shall have thirty (30) days after Agency notifies Developer that cond - ation proceedings 2 a enced or threatened against any of the Conveyed Property to make sue election by delivery to Agenc : of an election notice (the ' lection Notice"). Developer's failure to deliver the Election Notice within such thirty (30) day period shell ae deemed an election to t inate this Agre ent. If this Agreement is t . inateei by delivery of r._)tire oft ination to Agency, the De eloper and Agency shim each be eleased from all obligation.; I reunder, for such matters that s ive the teri ainatiori of this Agreement. If Developer elects not to t inate this Agreement, Agency shall give Developer a credit against the first installment of tlae Purchase Price at the Closing (and, to the extent necessary, the second installment of the Purchacz. r rice) in the o t reaso :ably det , fined by Develop,. and Ager,:y (after consultation with rinaffiliated experts) o be the ve'lue of any 23 -127- P_nperty taken a; L result of such proc _ mowing, in case-this Agre ent shall othe ®se r in full force l _rLd _affect, and Agency shall be entitled to any cond ation awards. 4.14 Maintenance Jf the Conveyed Propei 4y. Except to the extent such matters are the responsibility of the Developer in its capacity as the lessee un r the • g Leases, between Agency's execution of this A -eement and the C1asi� � y ncy shall maintain th i Conveyed 7. in good order, condii_ on and repair, reasonable wear and 4ear excepts ' ;;hall make all r aairs, maintenance - id i eplaements of the Improvements and any P - rsonal Property and otherwise operate the Conveyed Property in the s e m P er as before the makin �* of this Agr • - ent, as if Agen y were retaining the Conveyed Property. 1613885 4.15 Developa's Consent to Contracts a-1 r eases r n ation o Existing Contracts. 4.15.1 Agency si '1 Tot, after the Effective Date, enter into any new 1 es or co tracts relating to the Conveyed Property, or any endments thereof, or t - 'nate any lease, or waive any rights of Agency under any contract, without in each case obtaining Developer's prior written ';onsent thereto (which consent shall not be easonably withheld). 4.15.2 Agency bliall to inai,„ prior to thy; C,16sing, .t no cost or expense to Developer, any and all Service Contract� affecting the Conveyed Property that are no 4 Ass ed Contracts (excluding any Service Contr cts entered into by Developer in its capacity as the lessee under the King Leases). 4.15.3 From and after the Effective Date, Agency shall not fiirther en ber the Conveyed Property with any monetary or non - monetary liens or en brances. 4.16 Insurance. i Trough the Cl ,3ir ; Date, Agency shall maintain or cause to be m • tained, at Agency's sole cost and expense, Agency's existing policy or policies set forth in the ABAG Memorand of Coverage providin , air'l risk coverage for the Conveyed _ roperty. ARTICLE V EN NMENTAL TTERS 24 5.1 Enviro ental Remec • ttion. The P ies ; .' levelopment of the Redevelopment Project will require enviro ental r ediation and related geotechnical work, includin c leanup of s ps on the M a Property, a methane monitoring syst as set forth in SectioL it relocation of refuse, and repair and/or replacement of the clay cap covering the landfill. Parties agree ells _ costs for these r - ediation activitie , yet fortil in the Conve d Property:, 5.2 Enviro ental Ind - 'fication. With respect to preexis ling enviro ental conditions pertaining to the nresence of Hazardous Materials and the pre - existing landfill present on the Marina Property (" , tg T. iN ion one "), including those conditions identified in the do ents list - in r u. M' ti 1e P MF ,,, ies intend that, subject to the lin ',rations set forth in this Section, both be1 rnd following 1•~- veloper's acquisition of the Conveyed Property, Agency shall retain responsibility for all such Pre- Existing Enviro ental Conditions, whether discovered prior to oL after the Effective Date. Agency shall indemnify, defend, release, and hold harmless Develo . . from anv and all costs, damagi 1, , 'ms, liabilities or expenses (including, without limitation, re; , ol, ! attorneys' fees and eLi;s) arising from or othe wise related to Enviro ental Conditions; provided, however: Developer shall t 3i responsible for a ne of the costs incurred in erance of the r ediation activitie described in Section and (ii) neither City nor Agency shall have any obligation to defend, ind ify or hold Developer ha less for, and icweloper shall be solely responsible for, r ediation, d i ages, penalties, or other costs to the 'Went arising from or to the extent othe ise related to (a) any release of Hazardo1-3 Materials that are brought onto the Conveyed Property by Developer or its employe 3C, contractors, consultans, imitees, agents; or (b) exan of the Pre- E: iiing Enviro ental Conditions 'sing from th negligence, gross negligence, c: - villful miscondr-A of Develop 's or Developer's - plo contractors, consultants, invitees, or agents or its/their failure to cond-ct the r e‘ii?..a.on in compliaLce with all Applicable Laws. 1613885 5.3 Methane and Leachate Monitoring. The Parties intend that City/Agency and/or Harbor District shall retain responsibility for landfill-related methane release monitoring and ground water leachate control monitoririg on the City Property and the Developer Property, as well as maintenance, repair, or reply er ,f the equiprk nt and syst s necessLLy to conduct necessary monitoring, dilnd Lll 7.1) 't any reports requi.P.xl by the loc-1 enforc ent agency for both tl City Property and the Developer Property. Developer will it 7?1uire responsibility to carry out methane monito g, ground water leachate control rilonitoring or related maintenance, repair, or replacement on the City Property or Developer Property, u: other enviro ental assessment, stabilization, r ediio1i c gsociated costs reined to Pre-Existing Enviro ental Conditions. Not Withstanding the foregoinE,, the Parties intend that (i) Developer will fend tial iastaile,tion of methane monitoring and ground water leachate control monitoring syst s on the Conveyed Property; awl (ii) Developer will cooperate to the extent r necessary with any methane monitoring ind round ..rater leachate control monitoring activities conducted by City or a third party. 5.4 Environmental Disclosure. Avency i.z„:eby ilcs certaia P;-Existing En 0 e.ital Conditions as more particularly described :Lithe reports list( - ; n i 0 ) , copies ofwdi ia.ve been provided to Developer. To the extent the Agency has copies of investigation reports, it will provide copies of such reports to Developer upon request; but the Parties acknowledge that Agency will no be conducting a public recoMQ Miarch of any regulatory agency files—although the Agency urges Developer to do so to satisfy iLLregardiI1g the enviro ental condition of Conveyed Property. By execution of this Agreement, except with respect to Agency's express representations and wan set forth in this Agreement , nd in the d c linnents delivered Agency to Developer at Closing, and 'thout limiting Agency' 3 obligation7 as set forth in De-Aoper: (i) acknowledges its receipt of the foregoing notice respectini, the enviro i ental condition of the Conveyed Propert (ii) acknowledges that it will have an opportunity to conduct: its own independent review and investigation of the Conveyed Property grior to the Close of 7,scrow; a (iii) agrees to rely r on its own experts in assessing mviro ental Dndition of the Con-7 Property and it 7ufficiency for its intlad d use. 25 -129- 5.5 Pro ert L , n1(:. "AS IS." Except with respect to Agency'F, --xpress repr stations and warranties set forth in this reement and in the documents deli by Agency to Developer at Closing, Developer specifically acknowledges that the Agency is selling and. Developer is purchasing tl11 Conveyed Propei‘y on an "AS IS", "WHERE IS" and "WITH ALI FAULTS" basis aid that DeverJper is not relying on any re:,, or w antie: of any kind ihatsc 3ver, exp. or implied, fre_a Agency, its - ploy board m bers, agents, or brok-T to any matters cone- ng the Conveyed Property. Except with respect to Agenc;'..i Jxpre.:3 representations and warranties set forth in this :1,greement and in the dc T_7rnents deli-rered by lency to Develo, --- at Closing, the Agency makes no repress tions or wa lties as to any matters concerning we Conveyed Property, including withou.t. thy quality, nature, adequacy and physical condition of the Conveyed Property; (ii) the quality, nature, adequacy, and physical condition of soils, g )logy an groundwater; (iii) the existence, quality, nature, adequacy and physical cor lition 11ities serving the Conveyed Property; (iv) the development potential of thiD Conveyed Property, and the Conveyed Prop - rty's use, habitability, merchantability, or fitner_ 3uitability, value or adequacy of the Conveyed Property for any 7articular purpose; (v) the zoning or other legal status of the Conveyed Property or any other public or private restrictio c__ use of the Conveyed Property; (vi) the compliance of the Conveyed eroperty or its operntion with any Enviro ental Laws, covenants, rxnditicl and restrictions of ray government )r. quasi- gov - ental entity or of any other person or e (vii) the presence or removal of Hazardous Mateiial, substances or wastes on, under or out the Conveyed Property or the adjoining or neighboring property or (viii) the r_-,oridit of title to the Conveyed Prop 5.6 r‘ to Rely or rts; Limitations on Agency's En onmental Representations Warranties. Developer understands that notwithstanding the delivery by Agency to Devzloper of any materials, including, without limitation, tird par:7,..7 reports, Developer will rely entirely on kjency's express representations and warranties set forth :in this Agre ent and in the documents deliv, by Agency to Develops t Closing, an Developer's o experts and consultants and t_.s wn independent investigation in proceeding with the acquisition of1 Conveyed Property. Notwithstanding an thing to the contrary set forth in this Agre - ent, Developer may not bring pry action against Agency fc„: breach of any representation or w ant coniLied in Section 4.8.8 above un ss and until the agareg :e amount of all liability and losses arising out of any such breach exceeds One Million Five [-it re ousand Dollars (provided, however, that cnce the forcloing threshold amount s C, Developer shall be entitled to r ver the ! . ount of such loss from Agency). In aduition, in no event will Agency's liability for all such breaches exceed, in the aggzogate, an amount equal t Four Million Doll ($4,00C,300). Notwithstanding the foregoing, nothing, se. forth in this Section 5.6 shall serve to limit, modif; cr amend Agency's obligations set forth Li . tion 5.2 above. The provisions of this Section 5.6 shall survive the Closing. 1 5.7.1 "Hazarde Material" means any chemical, compound, material, xture, or substance that is no may in the Allure be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined L low) as a "hazardous substance", "hazardous material", "hi rdous waste", "extremely hazardous waste", 'infectious waste", "toxic substance", "toxic pollutant", or any othc: fo ulation intended to define, list or classify substances by reason oideleterious properties such as ignitability, corrosi vity, reactivity, carcinogenicity, or toxicity. The te "Irzardous material" shall also include asbestos or asbestos-containing mat 'als, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum prc :lucts or by-products, petrole i compo_aits, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fue _ erchlorate, and methytertbutyl ether, whether or not defined az a hazardous waste or hazardous substance in the Envirr) ental Laws. 5.7 Definitions. 1613885 26 5.7.2 "Environme_ tal L Ws" mean.: -i, and all federal, state and local statutes, ordinances, orders, rules, rolulations, guidance doe eats, judgments, gov ental authorizations or directives, a any oth .'equirements of gov ental authorities, as may pre: - ;ntly exist, or as may !-. _mended or suppl ented, or hereafter enacted, relating to the pr'sence, release, generatioi i, use, handling, treatment, storage, tr or disposal of Hazardous Mat . or the protection of the enviro ent or r an, plant or ani - health, including, withot7, t lr `tation, the ComL Enviro ental Response, Compensation - nd Liability Act of 1980, ei c1ed by Superfund endments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1 30 1 et seq.), the Resource Cons ation and Recove1 y Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution J ``oaLrol Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Polli?ti m t _ ^t ',33 U.S.C. § 2 701 et seq.), the Emergency Planning and Con ity Right -to -Know Act (42 U.S.C. § 11001 et seq.), the Porter- Cologne Water Quality Control Act (Cal. Water Code § 13000 �t seq.), the Toxic Mold Protection Act (Cal. He.71th & Safety Code § 26100, et seq.), ti Safe Drinking Water' and Toxic Enforcement Act of 191 - Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety C( le § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory A -A (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter - Presley - Tanner Hazardous Substances Accop,nt Act (Cal. Health and Safety Code, Section 25: gt seq.). ARTICLE VI DEVELOP NT OF THE PRI,, ERTY 6. i. Pe its and Approvals- C1 Actions' Coo eration. Developer acknowledges that the r. - iltion of this Agre ent by City and Agency does not constitute any approval for the Prc j °ct, and does r- relieve Developer frem the obligation to apply for and to obtain from City and all other agencies W i.th jurisdic.ion over tL: Develoner Property, all nesessL y approvals, entitl ents, and p its for the development of the Developer proj ect (including with - t limitation, approval of the Developer Project in compliance ri 'ith CEQA; , en 'ments to the City's General Plan, the Specific Plan, and the City's Zoning ordiii=e; approval of parcel maps, subdivision maps and/or use p its, as applicable; and authorization., approval. a or pe its from the U.S. y Corps of En .veers, the Bay Conser Tation and Development C - ission, the San Francisco Bay Re ,i anal Water Quality Cont - ,ol Board, the Bay Area Air Quality Manag ent District, the Co t; of San Mateo Services Depa ent and the California Dep- _— - aent of Public Health), nor does it 1 it in any m : _ er the discretion of the City or any other agency in the approval process, except s othe ise set forth in the Development Agr ,nt. Developer covenants that prior to the co enc ent of any constr. u c Lion, it shall obtain all necessary p e its and approv - is which may T . ? required by Agency, City, or any other gov - ental agency having ip isdiction over the Developer Property, nil shall not co ence construction work on the Redevelopment Project prior to issuance of building p e its required for such work. Agency staff shall work cooperatively with Developer in good faith to assist in coordinating the expeditious proceszing and consideration of all p its, entitl ents and approvals necessary for the de alopment and operation of the Project as cont £ plated by this Agre = ent. 1613885 27 -131- 6.2 Desi Review ew• Conditions of A royal. Develo. zr shall develop he Conveyed Property in accordance with the to s and conditions of this Agreement, and any construction shall be in compliance with the t s and conditions of all approvalE, ,ntitlements and p - its 1 iat the City or any other governmental body or ag4 with jufisdiction over the Developer Property has granted or issu_ d as of the date hereof or may hereafter grant or issue in connection 1 th development of the Redevelopment Project, including without limitation, all mitigation measures imposed in connection with environmental review of the Redevelopment Project and all , .onditions of approval imposed in connection with any ^ntitl - ents, approvals or permits (all of the foregoing approvpl., entitlements, pe its, m_i ,, motion measures and conditions of approval are b °re °fler collectiv3ly referred to as the "Col __ is of _ approval "). 6.4 Deve me: it� xlule and Ph Following transfer of the Conveyed Property, Developer shall thereafter F1_ nor to complete construction of the Redevelopment Project and substantially satisfy all other obligations of Developer under this Age ent within the time perious forth in the} Section, unless such time pericvis are exter!i1PA upon mutual written consent of the Agency z Ld the Developer based upon a Fore, . 1:aj ei ie E 3f ned below) or as otherwise a by 'arties. Without limiting tilt Developer shall commence demolition of the e . sung improve eats on the Conveyed Pros -- ,, ty within two hundred seventy (270) calendar days folio g conveyance of the Conveyed Property to Developer, and shall diligently prosecute to completic:i the development and construction off e Redevelopment Project. Each Party shall use diligent and co ercii _'ly reasonable efforts to perfo the obligations to be perfo ed by such Party pursuant to ti .in l' greer ir.' order to permit issuance of a Certi: ;r; ''"Completion for each Phase of the Redevelopment Project as rom tlT r as feo-ible 6.5.1 Prior to co encemen+ of each phase of the Redevelopnwnt Project, Developer shall cause its general contractor to deliver to the Agency copies of payment bond(s) and perfo ance bond(s) (or other surety ins, ment acceptable to Agency in its reasonable discretion), issued by a surety reasonably acceptable to the Agency licens d to coo business in California, ea- in a penal sung of not less than one h Bred per t (100 %,' of the scheduled cost of construction for such phase of the Redevelopment Project (the "Performance Security"). The Perfo ancP Security shall namo the Ag , cy as co- obligee. If, and to the extrit Developer is required to post a perfo ance bond or oil—. 1. sec 'ty in favor of the City pursuant to California Gov i ent Code sections 66499 - 66499.10 to guaranty completion of the Phase IC Improvements (the "City `' - T city "), the posting of such City Security shall satisfy the requirements of this S ecti oli fog ,1cii Phase IC Improvements, 6.3 Intentionally Deleted. 6.5 Perfo ance and Payment Bonds. 613885 28 6.5.2 With . ;pect to the Phase ID 111 -ovements, in lieu of the Performance S , 'ty, subject to Agency's approval of the fo aria subs : s ce thereof, Developer may submit evidence satisfactory to the Agency of Develop.r's ability to co ence zd complete construction of th P Phase ID Improvements in the fo of an irrevocable letter of credit, pledge of cash deposi . certificate of deposit, or other marketable se `ties 1. ..,id by a broker or other fi cial instit! _ tion, with si = ature aul 1 .. ) city of the 4 required ,) L Y witlidrawal, or a completic i aranty in a fo and from a guarantor am gable to Agency. Such evidence must be submitted to Agency in approvable fo in sufficient s e to '11oww for Ager y's review and approval 4os to the scheduled constr ntioa start date. 6.5.3 Upon completion by Developer of any distinct portion of the Redevelopment Project for which a Certificate of Completion is issued, the Agency shall release such portion of the Perfo ance Sec 4 ty that is equal to the ratio of the cost of tile completed improv ents to the total Improvement Costs within thirty (30) days after receipt of written request from Developer. 6.6 Develo er's Insurance Obligations. Except as oth ise stated herein, prior to the commenc ent of construction for each phase of the Redevelopment Project on the Conveyed Property or any portion thereof or on any portion of the City Property, Developer shall obtain the insurance policies described in this Section Except as oth 'se stated herein, Developer shall maintain each such policy (or equivalent replacement policy) in effect til the issuance of a Certificate of Completion for the applicable phase of work. 13 885 6.6.1 Workers' Com ensation. Throughout the t of this Agre ent, Developer shall comply with, and shall ensure that Developer's contractors comply with, the laws of the State of Calif° 'a conc - ing work compensation. Without limiting the generality of the foregoing, Developer shall maintain in effect throughout the te i of this Agreement, one or more policies of worker's compensation insurance as required by law. Developer's policy shall also include employer's liability coverage in an arm t not less than $1,000,000 per accident. 6.6.2 General Liability Insurance. Developer and the general contractor working on behalf of Developer (or if using multiple prime contracts, each general contractor) on the Redevelopment Project shall at their sole cost obtain and keep in full force and effect throughout the te of this Agre ent commercial general liability insurance in the amount of $5,000,000 per occ ence for bodily injury, personal injury, and property d. age, products, completed operations, and contractual liability coverage. Such insurance shall be written on an occ ence basis, and shall provide that (0 the Ind 'tees shall be n. ed as additional insureds der the policy; (ii) the policy shall operate as primary insurance; and (iii) no other insurance maintained by the Ag cy or by other nd ed or additional in eds will be called upon to cover a loss covered there der. 6.6.3 Automobile Liability Insurance. Developer and the general contractor working on behalf of Developer (or if using multiple prime contracts, each general contractor) on the Redevelopment Project shall at their sole cost obtain and keep in full force and effect throughout I e t of this Agre ent automobile liability insurance in the . o t of $1,000,000 per occ ence for bodily injury and property d age. Such insurance shall be written on an occ ence basis, and shall provide that (0 the Ind 'tees shall be n ed as additional insureds der the policy; (ii) the policy shall operate as primary insurance; and (i no other insurance maintained by the Agency or other n ed or additional insureds will be called upon to cover a loss covered there der. 29 -133- 6.6.4 Course of Construction Insurance. Developer shall obtain at its sole cost and keep in full force and effect throughout the course of construction, Course of Construction insurance with policy limits no less than $5,000,000, with no coinsurance penalty provisions, and in the standard "Builders Risk" fo of policy. The Agency and the City shall be n ed as loss payee as tLA-ir interests may appear, and the insurer shall waive all rights of subrogation against fie A _.nc,; a: :d City. 6.6.5 Certicates of Insurance. Developer shall file with the Agency, prior to co enc,- ent of construction of the Redevelopment Project or any prtion thereof, and prior to commen - ent of construction on the Conveyed Property or the City P operty pursuant to this Agre ent, certificates of insurance in fo acceptable to Agency, evidencing the insurance coverage required pursue -- t `o this Section together with duly ,xec' itr 1 endorsements evidencing additional insured status Fe required pursuant to this Sectioa r . Developer hereby agrees to notify Agenc; of any cancellation, major change in coverag , Jxpiration, termination or non of the coverage at least thirty (30) calendar days prior to the effective date of such cancellation or change in cove, rage (except that only ten (10) calendar days prior notice shall b ; required for cancellation due to non - payment of prerr Developer shall deliver copies of the insurance policies to Agency upon receipt of `tten request from A 3ency. - 1 T1613885 6.6.6 Oth R u iremi , it:1. it Developer shall also i sh or cause be 'stied to Agency evidence satisfactory to Agency that the general contractor (or if using multiple priiiie contracts, each general contractor) with whom h. as contracted for the perfo ance of work on the Conveyed Property ; , 'es the same insurance :expired of Developer hereiiiubove, and in the ati - io is of covers;-, ecified. Comp . ' eL 'ting the insurance required hey sunder shall be authorized to do business in the State of California. Insir ice shall be placed `th insurers with a c ent A.M. Best's rating of no less than A -: VII. The Co ercial General Liability ard comprehensive automobile policies r °quird h name the Indei .nitees as additional insureds, Bili1 d is Risk and property insuranc-P 1 n: e Agency and City as loss payees as their 6.6.7 Reinstatemen#. If any insurance policy or coverage required 1 Gunder is canceled or reduced, Developer shall, within fifteen (15) days after receipt of notice of such cellation or reduction in coverage, but in no vent later than the effective date of r. __�cellation or reduction, file with Agency a iiicate showing 'llat the req ' ed Pi ince has been reinstated or provided through another insurance company or comp' 'es. Upon failure to so file such certificate, Agency may, without further notice and at its option, procure such in an:e coverage at Developer's expense, and Developer shall promptly reii1 iburse Agency for such reasonable expense upon r pt ofU.'11ing f r o m A yncy. 30 6.6.8 P ' ary Coverage; Waiver of Subrogation. Coverage provided by . 'eloper and Li general contractor (or if using multiple mime contracts, each general contractor) shall be primary insur - le and shall not be co] buting with any insurance, or self - in ance maintained by Agency or CF, ;- '- _ nd the policies shall so provide. The insurance policies 7hall contain r' waiver of subrogation for the benefit of the City and Agenc; r. 6.7 Cit lA enc 's Shared Risk r2overa a /Insf Dbligat]oi Except as otherwise stated herein, prior to the co . encemen' ' f c nstn tion of the Phase FO Improv - ents, City /Agency shall maintain shared risk coverage under the M ora turn of Co' ,- ;rage with ABAG Plan Corporation (or any co : ercially reasonable successor s1 need risk coverage entity selected by the City) or the insurance policies described in this Section Except as oth ise stated herein , City/Agency shall maintain each such policy (or equivalent replac ent policy) in effect until the iss ce of a Certificate of Completion for the Phase IIC Improv ents. 6.7.1 Workers' Compensation. Throughout the t of this Agre ent, City/Agency shall comply with, and shall ensure that City/Agency's contractors comply with, the laws of the State of California conc ing workers' compensation. Without limiting the generality of the foregoing, City/Agency shall maintain in effect throughout the t of this Agreement, one or more policies of worker's compensation insurance as required by law. City/Agency's policy shall also include ployer's liability coverage in an ount not less than $1,000,000 per accident. 6.7.2 General Liability Shared Risk Coverage. City/Agency and all contractors working on behalf of City/Agency on the Phase IIC Improv ents shall at their sole cost obtain and keep in full force and effect throughout the te of this Agre- ent co ercial general liability insurance or in the case of the City/Agency shared risk coverage under the M orand of Coverage from ABAG Plan (or any co ercially reasonable successor shared risk coverage entity selected by the City) in the . ount of $5,000,000 per occ ence for bodily injury, personal injury, and property damage, products, completed operations, and contractual liability coverage. Such insurance or shared risk coverage shall be tten on an occurrence basis, and shall provide that (i) Developer shall be n ed as an additional insured under the policy; (ii) the policy shall operate as primary insurance; and (iii) no other insurance maintained by Developer or by other n. ed or additional insureds 'Ube called upon to cover a loss covered thereunder. 1613885 6.7.3 Automobile Liabilit Insurance. City/Agency and all contractors working on behalf of City/Agency on the Phase IIC Improvements shall at their sole cost obtain and keep in full force and effect throughout the t- of this Agre- ent automobile liability insurance or in the case of the City /Agency shared risk coverage under the Memorandum of Coverage from ABAG Plan (or any co ercially reasonable successor shared risk coverage entity selected by the City) in the o t of $1,000,000 per occurrence for bodily inj and property d age. Such insurance or shared risk coverage shall be 'tten on an occ ence basis, and shall provide that (i) Developer shall be named as an additional insured under the policy; (ii) the policy shall operate as p ary insurance; and (iii) no other insurance maintained by Developer or other n ed or additional insureds will be called upon to cover a loss covered there der. 6.7.4 Certificates of Insurance. City/Agency shall provide to Developer, prior to co encement of construction of the Phase IIC Improv ents or any portion thereof, certificates of insurance or shared risk coverage evidencing the insurance coverage required pursuant to this Section together with duly executed endorsements evidencing additional insured status as required pursuant to this Section .11. Such certificates shall include a stat ent of obligation on the part of the carrier to notify Developer of any cancellation, major change in coverage, expiration, t- ination or nonrenewal of the coverage at least thirty (30) calendar days prior to the effective date of such cancellation or change in coverage (except that only ten (10) calendar days prior notice shall be required for cancellation due to non-payment of pr i s). City/Agency shall deliver copies of the insurance policies to Developer upon request. 31 -135- 6.7.5 C r 2^ _tapir ents. City /Agency shall also l iaish or cause to be ished to Developer ,Ace satisfactory to Developer that any contractor with whom it has contracted for he- perforr. - zce &work on the K.ase IIC Improvements carries the s e insurance req! i.ired of Cit agency hereinabove, rind in the amo tt: f coverage specified, 71 each general Jha1l be required to obtain certification of insurance fe..om al! subcontractors. Lompanies ling the insurance required her der shall w license :or authorized, as applicable) to do business in the State of Califo 'a. Insur ; ce shall b laced with insurers with a ^i'a.rren` A.M. Best's rating of no less tha A-: VII. The Co ercial General Liability and comprehensive "automobile policies requir td hereunder s1 all name the Developer as an vil itional insured. 6.7.6 Rei Est Cement. If any insurance policy or coverage required hereunder is celed or reduced, City /Agency shall, within fif lea (15) days after receipt of notice of sr-1 cancellation or reduction in cova gEr, but in rye. PvPnt later than the effective date of cellation or reduction, provide to Develoi L a certitica that the required insurance hR_Q been reinstated o provided through another insurance comp ;r or companies. Upon fail' T :0 so provide such certificate, Dev ;lo; may, without . :11rthi_ _- notice and at its option, procure such insurance coverage t City /Agery's expense, and City /Agency shall promptly reimb e Developer for such reasonable expense upon recipt of billing from Developer. 6.7.7 P ' ary Cow waiver of Subrogatiol. Coverage provided by City /Agency d its contractors shall b primary insurance and shall not be contributing with any insurance, or self- insurance maintL 'lied by Developer, and the policies shall so provide. The insv, ance policies shall contain a waiver of subroga0 3n for lie benefit of Developer. 6 w : II; lilts of Access. For T..ie purpost6 of ass g compliance with this Agre ent, represenatives of the Agency shall have the reasonable right of access to the Conveyed Property, upon reasonable prior notice to Developer, without charges or fees and at no al construction ho luring d of instruction, including, without limitation, for the purpose of cc a, , l.0 g inspections at Agency expense of the work being perfo ed in constructing the Phase IC Improvements. Agency representatives shall be identified in Ting by the Agency Executive Director or his/her designee. Agency Jaall minimize any interference with any constmction by Dev :oiler or Developer's use of the Conveyed Property. 6.9 E + ual + • • ortuni . Developer shall direct its contractors and subcontractors to refr : ' from nnlawful disnriminntion on the basis of race, color, religion, creed, sex, sexual on itation, ma ' status, __ - -, _; or national irigin in the hirii ;, firing, uromoting or demoting of any person en_ _ d in construction work on the Redevelopment Project. 6.10 Certific of Con pleti &n. 1613885 32 6.10.1 Promptly after substantial completion (subject to correction of punch list it s) of all constmction and development of all or any distinct portion of IC Improv ents or the Phase ID Improvel capable of independent use, Developer shall provide to Agency - n instr nent so certifyir .. Upon receipt of such certificate, Agency shall eonfi that sei portion of the Redevelopment Project has been substantially completed, w: - .711 confi ation may be based upo inspection by the Chief Building Official and Fire M - sha1 of the City, and upon such confi ation shall ish Develo • er with a final Certificate of 4 0 Ali!! A, Completion, substantially in the fo attached hereto as IC %-eruncate or Completion"). The Certificate of Completion shall be, and shall so state, conclusive dee ination of satisfactory completion of the construction of the applicable portion of the Phase IC Improvements and the Phase ID Improv ents required to be installed upon the Conveyed Property. Upon completion of all Phase IC Improv ents and Phase ID Improve ents, Agency shall issue a final Certificate of Completion confi sing the completion of the Redevelopment Project. The final Certificate of Completion shall be in such fo as to pe • it it to be recorded in the Office of the Co ty Recorder of San Mateo Co ty. 1613885 33 -137- 6.10.2 If Agency refuses or fails to ish a Certificate of Completion after *tten request from Developer, Agency shall, *thin ten (10) business days after receipt of such written request, provide Developer with a 'tten statement of the reasons Agency refused or failed to ish a Certificate of Completion. The stat ent shall also contain Agency's opinion of the action Developer must take to obtain a Certificate of Completion. If Agency shall have failed to provide such tten stat- ent within said 10-day period, Developer shall be de- ed entitled to the Certificate of Completion, and Agency shall promptly issue such final Certificate of Completion to Developer. 6.10.3 A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage or any insurer of a mortgage sec *ng money loaned to finance the Redevelopment Project or any part thereof and shall not be de - ed a notice of completion under the California Civil Code, nor shall such Certificate provide evidence that Developer has satisfied any obligation that s ves the expiration of this Agreement. 6.11 Eas ents. Developer and City and/or Agency agree to execute and record ins k ents in fo and content acceptable to such Parties over the City Property and the Conveyed Property, granting to the other Party access, utility and maintenance eas ents in co ection with each Party's proposed use and development of the City Property and the Conveyed Property, as applicable. Each Party agrees to cooperate with the other Party in good faith to identify and prepare such eas ents to the extent requested by the other Party. 6.11.1 Dedication of Beach/Park Area. Upon Developer's completion of the landscaping of the beach/park area as identified on !'1 (the "Dedkated P operty ) Developer and City shall enter into an agre- ent pursuant to which Developer shall dedicate (by conveyance of fee title or an easement) the Dedicated Property to the City for purposes of parks and recreation. Upon completion of such dedication, (0 City (or its desi e ee) shall be solely responsible for the maintenance and repair of all • prov - ents thereon, (ii) City shall be solely responsible for any and all liabilities in connection with the Dedicated Property, including, without limitation, any claims *sing out of personal injury or property d age on the Dedicated Property, and (iii) City shall be responsible for any and all costs relating to the Dedicated Property, including, without limitation, the payment of all property taxes and assessments relating to the Dedicated Property. 6.12 Com liance with Laws. Developer shall c out and shall cause its contractors to out the construction of the Redevelopment Project in confo ity with all applicable federal, state r c LI la .vs, rules, ordinances and regulations ( "Applic le Lows "), including without limit ,ion, x_11 A_ lip and state labo' laws and , __dards, all apilicable disabled and handicapped access require= = " -, including without limitation, the Americans with Disabiliti4 Act, 42 U.S.C. Section 12101, et seq., and subject to the provisions of the Development Agre ent anticipated to be executed by the Parties substantially concurrently herewith, applicable provisions of the City's Zoning Ordinance, building, plumbing, mech 'cal and electrical codes, and all other applicable provisions of the City's Municipal Code. 6 6.13 fgency Disclaimer. Developer ackno‘.TTledges that the Ageuicy and City are der no obligation, and neither Agency nor City undertakes .es any responsibility or duty to Developer or to any thi d party, to it .my m :r review, sup 'se, or inspect the progress of construction or the operation of the Phase ID Improve ents. Developer and all third parties shall rely entirely upoil its or their own supervision and i. ,ction in determining the quality and suitability of the materials end work, the perfo ance of - rchitects, F1 and --feria/ suppliers, and all other matters relating to the construction t Aration of the Phase ID Improvements. Any review or inspection of the Phase ID _ e __Lents undertaken by the Agency or the City i: so ply for the pu )ose of det - ; ining wF Sher Developer is properly discharging its obligations der this Agreement, and shall not be relied upon by Developer or any third party as a w ty or reprepentation by the Agency or the City ?±,' to the quality . of the design or construction of the Phase ID Improv -ats. 6.14 Ind - 't ] 34 -138- 6.14.1 Developer shall ind ; °, ify, d (with cot reasonably approved by Agency) and hold Agency, City, - _ 1 their respective elected and appointed officials, officers, co issions, ployees, agents, (I d representatives (collectively, the "Index tees") harmless from and against any and all ac : , out -of- pocket liability, loss, fine., penalties, forfeitures, costs, damages (including without li station attorneys' fees and costs of litigation cl 'ernands, actions, pits, judicial or adm:' proc s in deficiencies, and orders (all of t - foregoing collective,'._ ") that Cirectly or indirectly, in whole o: in part, are caused by, arise from, or relate to, any cc the following: (a) Developer's failure to cc. iply in all material respects with this Agreement and/or with all plicable Laws relating to the con ction or operation of the Redevelopr ent Project. (b) Deve1.. ' : ailure to comply wi state or federm 1 labor laws, reg-' `L)ns or standards in cone- ;lion with this Agreement, including the requir ent of paymei of prey: -fling wag (including vv i thout limitation, 11 cl • that may be made by contractors, subcontractors or other third party cl ' ants pursuant to Labor Code Sections 1726 and 1781), whether or nci . any ins u.�.rce policies s7.1:_11 have been dete 'ned to be applicable to any st:ch Cl • s. O Defects in the Developer Construction P 1 ins (as defined in S on o ff ;) or defects i _3/work done by Developer or its contractors p uant to the De relc per Construction Plans, whether or insurance policies have " rn det fined :J1 1 }plicaL to any such Claims. (d) Any Claims to attack, sc . asidLt, void, or a ul any rpr,val by the City or the Agency o any of its agencis, dep ents, co issioa , agents, offic :rs, ployees 1 islative body concerning the Redevelopment Project o<< _ .Agr, _ ent. City /Agency will promptly notify Developer of any sup =:h clairr, artion or proceeding,, and ' li cooperate fully in the defense. If City /Agency fails to promptly notify Developer off any legal action against City / Agency or if City /Agency fails to cooperate in Ze defense, Develops _J1 not thereafter be responsible for City /Agency's defense. Agency and Cityy, within the unlimied discretion of each, participate in the defense of any such claim, action or proceeding, and if the Agen �y are Vor City he 3se to do so, Developer shall reimburse Agency and/or City for reasonable attorneys' fees and expenses inc ed. In the event City /A r fncy and Develorc; are able to L! mutually agreeable legal counsel to d fend such :,,,ction or proceeding, each party set: its o legal counsel. 6.14.2 Developer's ind nification obligations set forth in this Sectic i shall not apply to Cla' s caused by, 'sing from, or relating to the gross negligence or willful misconLuct of the Ind nitees. Thy: provisions o_, this Section shi 11 survive for four (4) T ► rs followin g the latter of the terrnillation of this Agrec ., nt or the iss ce of the final Certi' ca ';; of Completion for tlf... p, Redevelopment Project. It is further agreed that Agency and City do n-r y and shall not wain► e any rights against Dev ' 1oper. which they may have pursuant to Section 6.14 by virtm of Agcy's receipt of any of the iasurance policies described in this Agre e .ent. 6.15 Liefs and Stop Noti' —s. Until the issuance of a Certificate of Completion fc: are edevelo meat Project, Developer shall no? allow to be laced on the Con Property or any P J � p p part thereof any li +gin or sto1_ O a account of ma_ Trials , .lied to or labor f ,rff ed c.i behalf of Developer. If a slab of a lien or , ;top notice is given or recorded. effecting Conveyed Property, De�.Telo �r shall within twenty (20) days of such recording or service: (i) pay and discharge (or cause to be paid and discharged) the s . e; or (ii) effect the release thereof by recording and delivering (or causing .o be recc ded and delivered) to the party Jntitled thereto a surety bond in sufficient fo ount; or (iii) provide other assurance reasonably satisfactory to Agency that the ClLrlla of lien or stop notice will be paid or discharged. 6.16 Right of Agency to Satisfy Li ins on the C;, aveyed Property. If Developer fails to satisfy c 4 li; ^harge any lien or sty notice on 'Life Convey , d Property (following conveyance of such property to Developer) o; on ari JT City Property, - on vhich Developer is d . ing work Y ent in accordance with a or fails t pars to this Afire be �re o ails o pro vide reasonable assurance to Agency with respect to the s e, the Agency shall have the right, but not the g y obligation, to satisfy such iiels or stop notices at Devicioperl 'xpense n.01 without further - lotice to Developer. In such event Developer sl i__1l be liable a 7, and shall promptly reimburse Agency for such paid lien „w stop notice. Alt atively, the Agency may require Developer to i ediately deposit with Agency the o t necessary to satisfy POI lien or claim pending resolution thereof The Agency may use such deposit to satisfy any claim or lien that is adv- ely det - ined agairit Developer. L _ weloper shall file a valid n a Lice of cessation or notice of completion cessation of construction of the R development Pzoj ect for a continuous p - ,,' od of thirty (30) days o; more, and shall take all other reasorible steps to forestall the assertion of claims or liens against d 'onveyed Property or jhe Redevelopment Project improv - ents. The Agency may (but hay, no obligation to) record any notices of completion or c yssation of labor, or any other notice that tl li ) � n by de s necessary or desirable to protect its interest in the City Pre y. f.N1613885 -139- 6.17 Subordination. Any lien created or claimed der the provisions of this , ogre ent shall expressly be made subject and sul, ordinate to the rights of any lender providi.ic funds used for financing the acquisition or development of the Conveyed Property. 6.18 Prevailing Wage Requirement. To the full extent required by applicable federal and ate law. Developer and its contractors, subce itractors tnd agents shall comply w:d1 California Labor Cc Section 1720 et seq. and the regulations adopted pursuant thc:eto 'evailing Wa2e Laws"), rd s1i-11 be responsible for carrying out the requirements of such provisions. This requirement is -1_,plicable to all development located on the Conveyed Propert: and/or the City Propexty and any infrastru e comtructed that benefits the Conveyed Property and/or the City Property fi is in whole or part paid - or with tax increment funds or other sources of public funds. Developer covenants to take no actic - . whiii would cause Agency to violate the Prevailing Wage Laws. If applicable pursuant to Prevailing Wage Laws, the hourly - nd daily rate of wages tG paid to each of class c1asrs of mechanics and workers ployed in cc.,L±5ction with construction of the Redeveloonitt Project shall n be less than the rate of such wages tiien prevailing in San Mateo County. If Prevailing Wage requirements apply to any portion of the Redevelopment Project, Deveer agrees to and shall forfeit, as a pertilty to Agency, the s s established and applicable pr,L2uant to California LaT r Code Sectioli 720 et seq. for ei - 1 calendar day or portion thereof t Tit each worker - ployed in 7oIection with the Redeveler Pr - Jji_i-et is paid less than the rates designated in this p. .grap for an:: -_ pursuant to this Agre • ent ed by or on behalf of De‘.7elor. 6.19 Construction Plans. reveloper shall submit to City's BuildL ig Dep. • ent construction plans for those portions. of the Developer iroject that are also withia the Redevelopment ea, ar for wh Devel is priin: *ly responsib1 . frw signing finan g and constructing as i i i1L1f ri i (the "Deve per Con ructioL 6.20 Construction Pursuant te 'plans. Any development of the Redevelopment Project shall be in accordance with the approved Contract Doc ents anOor applicable Dev&oper Construction Plans, the Com:a of Approval, and all other p Its and approvals granted by City and/a: gency pert. • ng to the Project. Developer shall comply with all lawful di ions, rules and regulations of y fire sh I ,lth officer, buil( inspector or other officer of every gove ental agency having julisuiction over the Conveyed i.Loperty or the Redevelopment Project. Each el ent of tb work shall proceed only after procurement of each permit, li e or other authorization that ma; e required for such el ent by any gove • ental agency ha jurisdiction. All design and construction work on the Redevelopment Project shall be perfo ed by licensed contractors, engineers or architects, as apjlirmble. 16 85 36 g 6.21 Defects in Developer Construction luns. Neither Agency n.: City shall be responsible to Develom of ,0 any third party for any defect in the Developer Construction 7ians or for any Rietural or othe ( :fed 'n any work done pursuant to the Developer Construction PI '1.1 Maintenance. Following conveyanc, to Developer, Developer shall at its o exp se, maint the Conveyed Property, including Ili, EindscapiLc in good physical 'iidition, in good repair, and in confo ity with all applicable state, federal, and19cal laws, o linances, co DS, arxi regUlations. Without limiting the foregoing, Developer shall use reasonable efforts to maintain the Conveyed Property in a con.6ition substantially free of all waste, nuisance, delx:s, s aintained landscapirg, graffiti, disrt ablLirioned vehicles/appliances, and illegal Dtivity, and shall take all reasonabl lions to prevent the s e from occ "ng on the Conveyed I' -. r_perty. Developer shall prevent and/or rectify any substanti deterioradon of the Conueyed Property and shall make all repairr, renewals and replec,,inents necessary to keep the Conv‘yed Property and the improv ents located thereon in pod condition and repair, reasoi wear and tear and cc/i-truction p tted by this Agrees excepted. 1 7 . 1 - 1 Taxes and. Asg-ssments. After Closirg, Developer shall pay all real and persoir_11 property taxc, assessments a. charges and all franchise, income, payroll, withholding, sale, and other taxes assesses tg: inst the Con 'e: xl Property and payable, by Developer, at such time ;Ind in such ma er a to prevent any pi from accruing, or any lien or 'h front attaching to the Conveyed Property; provided, however, that Developer shall have the right to contest in faith, any such taxes, assessments, or charges. In the 'vent the Developer exercises its right to contest any tax, assessme,A, or charge, the Develo on fiaal det ination of the proceeding or contest, shall in ediately pay or dirsharge any decision -0 judgment re viered agai., _1i it, together with all costs, charges and interest. 7.3 gaigation to f efrain from Discrimination. Developer :hall not restrict the rei sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Conveyed Property, or any portion thereof, on the basis of race, coirTr, religion, creed, sex, sexual orientation, iisability, PL . ta stPtus, ancestry, or national origin of any person. Developer coienants for itself, it transferees and assigns, and all persons claiming under or through it or them, and this Agreement is made and accented upon and subject to the condition that there shEll be JL dis "mination ag. " st or segregation of any person or group of perK ; on accou )f any basis listed in sadivision (a) or (d) of Section 12955 of the Gover ent Code, as those bas are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Gov ent Code, in the sale, lease, sublease, transfer, use, occupanc-, tenure or enjoyment of the Cor yed Propert; ‘_).r part iiiereof, nor 2 Developer or any person clai "nE, der or through Developer establish or pe it any such practice or practices of dis " ation or segregation with reference to ti e selection, location, n ber, use or occupancy of tenants, lees, subtenants, sublessees or vendees in, of, or for the Conveyed Property or part therinf. Developer shall include such i=rovision in all deeds, leases, contracts and other Ls • ents executed by Developer and shall enforce th e diligenilf and i Ji3c1 faith. shall appeac: 1613885 A - .r ICLE VII USE OF Ti P: or _L LY All deeds (excluding mortgages or deeds of trust), leases or contracts made or entered into by Developer, its successors or assigns, a_ to any portion of the Conveyed Property or the improv- ents !Dcated thereor. .1211 contain ' following language: 7.3.1 In deeds (excluding tgages or deeds of trust), ti Following 1pn(ruge 37 -141- 1613885 "Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no disc ', 'nation against or segregation of a p on or of a group of persons on account of any basis listed in subdivision (a) or (d) of S on 12955 of the Govt ent Code, as those bases are defined in S 'ons 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 1 2955, and Section 12955.2 of the Gov , ent 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 der or through the grantee establish or pe 't any such practice or practices of dis 'urination or segregation with reference to the selection, location, n ber, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall with the land." 38 -142- 7.3.2 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 • g under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination ag • t or segregation of any p on or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national on ancestry or disability in the leasing, subleasing, transf * • , g , use, occupancy, tenure or enjoyment of the property her y ' :; leased nor shall the lessee or any person clai 'ng under or through the lessee establish or pe 't any such practice or practices of disc ination of segregation with reference to the selection, location, n ber, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased." 7.3.3 In Contracts, the following lan , ge shall appear: "There shall be no discrimination ag ' t or segregation of any p on or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Gov : ent Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of S , ion 12955, and Section 12955.2 of the Gov ent Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person cl a' 'rig der or ugh the transferee establish or pe a it any such practice or practices of disc ation or segregation with reference to selection, location, n ber, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land." TIGLE VIII LIMITATIONS ON T °"' , SFERS C GE IN o ERSHIP CONTROL OF DEVELOPER 8.1 Identity of Develo ' er; Changes Only Pursuant to this Agre ent. Developer and its principals have represented that they possess the n ssary exp.se, skill and ability to c out the Redevelopment Project pursuant to this Agre- ent. The qualifications, exp ence, financial capacity and expertise of Developer and its principals are of particular concern to the Agency. It is because of these qualifications, exp vence, financial capacity and expertise that the Agency has entered into this Agreement with Developer. No voluntary or involuntary successor, assignee or transferee of Developer shall acquire any rights or powers der this Agre- ent, excepi as expressly provided herein. 8.2 Transfers Not Re uirin A 8.2.1 Entities Controlled b Develop. Notwithstanding y contrary provision hereof, Developer shall be pe itted to assign this Agre ent sthout Agency consent to an entity or entities controlling Developer (or either m ber of Developer), controlled by Developer (or by either m ber of Developer) or under co on control with Developer (or either member of Developer), provided that Developer (or either member of Developer) owns and controls no less than fifty percent (50%) of such successor entity. F e ore, notwithstanding any contrary provision hereof, the prohibitions set forth in this cle shall not be deemed to prevent, and Agency approval shall not be required for: (i) the granting of easements or pe its to facilitate development of the Conveyed Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of co ercial space to individual tenants; (iv) asst ents creating security interests for the purpose of financing the acquisition, construction or p anent financing of the Redevelopment Project or the Conveyed Property, and subject to the requirements of 9 000 , Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest. 1613885 11 8.2.2 Non-ass in royal. Transfere hereof, at any time following the co en Conveyed Property, Developer shall be pe Property in accordance with this Section Developer's sole discretion, either concurrently with or following any such transfer, the development rights of Developer der this Agreement shall t inate with respect to, and Agency's consent shall not be required in connection with, the Transfer of that portion of the Conveyed Property to be developed in Phase IID (the "Phase IID Property"), or any portion thereof, and that has been created as one or more separate legal parcels for uses p itted under this Agre ent. The transferee in such a transaction and its successors ("Non-Assn a i • g Transferees") shall be de ed to have no obligations der this Agreement. A Transfer of the Phase IID Property, or any portion thereof; to a Non-Assuming Transferee shall have no effect on Developer's obligations to complete the Redevelopment Project pursuant to this Agreement, nor shall it have any effect on Developer's rights with respect to the r aining Conveyed Property not subject to such a Transfer. 39 443- s. Notwithstanding any contrary provision t of d- olition of existing improvements on the ed to complete a Transfer of certain Conveyed Except as othe ise required by Developer in 8.3 1," 'tation on Transfer. Except in accordance uth this 'N h n" 1 prior to the completion of the Redevelopment Project, Developer shall not directly or indirectly, vol tarily, invol t or by operation of law make or attempt any total or partial sale, transfer, conveyance, asst ent or lease (collectively, "Transfer") of the whole or any part of the Conveyed Property or this Agre- ent, without the prior written approval of Agency, which approval shall not be unreasonably withheld. Any such attempt to assign this Age- ent without the Agency's consent shpll be null and voi4 gnd shall confer n rights or privileges upon the purported assignee. In ad on to the foreg3ing, prior to the completion of the Redevelopment Project, except as expressly permitted by this Agreement, Developer shall not under,. sa,pificant change of ownership without the prior written Iroval of Age: lif3y, which approval ['tall not be unreasonably delayed, conditioned, or withheld. Fur purposes of this Agreeme-t, a "significant change of ownership" shall mean a transfer of the beneficial interest of fifly-one percent (51 ) or more in aggregate of the present hip and/or control of Developer, taking all transfers into acco t on a cumulative basis, b specifie?1:: cc' ig transfers of the beneficial interests of the m bers of Developer to othe bers and/or the arniiates of rn- bers. 1. 1 8.4 Request for Apps _ice. For any Transfer that requires Agency' Lpproval, Developer shall notify Agency in 7 of its request for consent, which notice shall include: (i) the proposed effective date of Transf or assist ent (which shall not be less than forty-five (45) days nor more than three hundred sixty-five (365) days after Developer's Aotice); (ii) the name and adLess of tiK proposed transferee; (iii) current, audited financial statements of the proposed tratree certified by an officer, partner, or o er thereof and any other relevant info ation t 1 to :! proposed trE 7ei ;'s qualifications or financial capabiles, and development r!' acity that Agency may recr:mably timely request; and (iv) tfi, instruments and other legal documeuis proposed to effect any Trar-fer of this Agre ent, the Conveyed Property or interest then . The transf(:,74ee shat expressly ssume ail of the rights and obligations of the Developer wider this AgreenifLA arising after the effective date of the 'I: fer with res,ect to the property conveyed to the transferee and all obligations of Developer with respect thereto 'sing r to the effective date of the Trar ifer (ur ,,ss Developer expressly rem. s responsible for sue either in the applicable assignment doc ent or by v e of its failure to obtain a reieas contemplated in Section, and shall agree to be Ribject to all other terms and conditions set forth in 1 is Agre ent. MN1613885 40 -144- 8.5 Approval. Agency may refuse to give consent 10 a proposed Transfer only if, in light the proposed transferee's development experienc and financial resources, such transf- se wol_11 not, in Age.Y..y's reasonati_, opinion, be able to perform the olligations proposed to be assumed by such transferee. In m ng such determination, Agency shall evaluate: (i) ti InanciEl ability of the proposed transferee to own and develop the Conveyed Property, or portion thereof so sf ed; and (ii) the exp 'ence of the proposed transferee and its senior manag - a1 personir 1. to develop the Conveyed Property or nortion thereof so transferral Notwit1f- the foregoing, Agency shall not withhold its cons nt to a proposed Transfer if pronnsc ransferee me :s the f wring qualifications: (1) the prc osed transferee shall h re a good ] nation as a devo oper in the office ( 7rese --- - ievelopment building community; (2) the proposed transferee sh Rh; a reputation II. fan and nunest business dealing:, with persons or entities generally; (3) the propused transferee's objectives with . to development of the Cemreyed Property it would be acqu;ring pursuant to the transfer do not differ materially from those o . eveloper; and (4) the proposed tr feree has a net worth sufficiently sound and strong to d rtake an complete the obligations to be perfo edli Developer pursuant to the t s of this A, 7eement. In any case where conse__A 1_o a proposed Transfel is iested Agency'F,- approval shall not. be unreasonably delayed, conditioned, or withheld. - Failure of Agency to notify Developer in writing °fits consen. or disapproval within thirty (30) calendar days of 'I notification by Developer to Agency of a proposed Transfer shall be em( ix) be an approval of the proposed Transfer. Consent to any pro - 3edT_'__ Leer may be given by the Agency's Executive Director unless the Executive Directo , in his or her discretion, refers the matter of approval to the Agency's gov, g board. 8.6.1 In the absence of specific written agre ent by the Agency, no Transfer by Developer shall be deemed to relieve the Developer or y other party from any obligation der this Agre ent. 8.6.2 If, in violation of this Agreement, the Developer Transfers all or any part of the Conveyed Property prior to the r rdation of the Certificate of Completion for the Project, the Agency shall be entitled to receive from Developer the o t by which the consideration payable for such Transfer exceeds the s of (i) the purchase price paid by the Developer to the Agency for the Conveyed Property, and (ii) the costs incurred by Developer in co ection with the improvement and development of the Conveyed Property, including c ng charges, interest, fees, taxes, assessments and escrow fees through the date of such Transfer. Such excess consideration shall belong to and be paid to the Agency by the Developer and til so paid, the Agency shall have a lien on the Conveyed Property (which lien shall be subordinate to any mortgage or deed of trust liens affecting the Conveyed Property) for such o t. The provisions of this Section have been agreed upon so as to discourage land speculation by Developer; accordingly, these provisions shall be given a liberal interpretation to accomplish that end. Following the recordation of the Certificate of Completion, the provisions of this `r /' ection shall have no er force and effect. 8.7 R v Costs. Developer shall reimburse Agency for all reasonable and necessary Agency costs, including but not limited to reasonable attorneys' fees, inc ed in reviewing ins ents and other legal doc ents proposed to effect a Transfer der this Agr ent and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within thirty (30) days following Agency's delivery to Developer of an invoice detailing such costs. Notwithstanding the foregoing, in no event shall such costs exceed Fifteen Thousand Dollars ($15,000) per Transfer request. 8.6 Effect of Transfer without Agency Consent. 8.8 Successors and Assigns. This Agre ent shall be binding upon and inure to the benefit of the Parties and their respective p itted successors and assigns. Subject to approval by Agency as to qualifications and financial capabilities of Developer's assignee purs t to Section above, Developer may transfer or assign all or any portion of its interests, rights or obligations under this Agre ; ent to any third party or parties acqui ' g an interest or estate in the Redevelopment Project or any portion thereof including, without lip, station, purchasers or gro d lessees of lots or parcels. ARTICLE IX SECURITY FINANCING , ° D RIGHTS OF MORTGAGEES 9.1 Subordination. Any lien created or claimed der the provisions of this Agreement shall expressly be made subject and subordinate to the rights of any lender who provides financing to Developer for the acquisition or development of the Conveyed Property (each, a "Mortgagee "). 9.2 Mort l a l es Develo f s e and Deeds o Trust for evelo Mortgages deeds trust, or meat. ..� ....�, .�� �.. ,�. ort a es an o t t any other reasonable security instrument, are permitted to be placed upon the Conveyed Property 1613885 41 -145- for the purpose of sec ng loans for f n..ncing; he acquisition of the Corxve; d Property, the design and construction o tip_, Improvements, and any other expenditures necessary for, or inclined in connection witf the development of the Conveyed Property pursuant to thk i greement. As us( herein, the to 7 "Mortgage" shall mean any security instrumer_` used in financing real estate acquisition, construction and land development. 9.3 Holder Not Oblit - ted to r`r' nstruct. The holder of any Mortgage authorized by this Agr _. e1i . small not be obli ,ateti to complete construction of the Improvements or to € 71 7antee such completion. Nothing in this Agre ent shall be deemed to permit or autho ' e an ouch Mortgagee to devote the Conveyed Property or any portion thereof to any uses, or to con et an3: improv ents thereon, other than those uses or improvements provid _ 1 for or authorized by this A e No Mortgagee of Developer gall become personally liable for the Derfc.inance or o1,6 o; my covenants or conditions be performed by Developer hereunder unless and until such Mortgagee acquires Developer's interest in the Conveyed Premises and ent into a new agrn _anent with the Agency. Ag ._.y ig` Jes that any such Mortgagee may sell, assign or otherwise dispose of its fee interest hereum Dr to which it has so sue Dded or which it has so acquire , Upon any such sale, assi ent o: disposition, Mortgagee snail ne released from al~ obligations and liabilities of Developer whatsoever arising unite this Agreement from and after the sate of such assi ent or disposition provided that th y ur'haser, assignee, or transferee signs the Assn =inption Agreement attached hereto as Exhibit 9.3. 1613885 42 9.4 Noll ce of De auii and Right t Cnre, `vhelievver Agency delivers any notice of: (i) default der this Agreement, (ii) a termination „of this Agreement,. or (iii) a matter on which Agency may predicate or claim a default hereunder, Agency shod concurrently deliver a copy of such notice to each MortgaR 5 of record. No such notice by Agency to De 5loper shall be deer to have been duly given u :ss - id until a copy e- - Dof has F en so pro ided to ) L t` g rd. In the event of any view Mortgage, the assi : ent of an existing Mortgage c; ^ tine event of a change of seeress of a Mortgagee or of an. 4 signee of Mortgagee, notice of the new name and address, as applicabl i, shall be provided to Agency. Each such Mortgagee :AO have the right, but not the obligation, at its option, to cure or l )medy any such d4 ,'t or breach within the e period provided to Developer extended by an add FE roar sixty (60) days. Agency shall accept such performance by or at the instigation of such Mortgagee as if the same had been done by Devi _'ol Developer auth9riz each. Mortgagee to take any such a ^tion °t such Mortgagee's option and does h__ autho^ r ..:3n the Conveyed Property by the Mortgagee for such purpose. In the event that poss( sion of the Convey( ?roperty (or any portion _ rereof) is required to of tuate such cure or __ _ __6 edy, the Mort a .e snail be deemed to have timely curs 1 .1r - lied 'f it commence6 Liie proceedings necessary to obtain possession of the Conveyed Propert - Improv ents, as applicable, within sixty (60) days after receipt of.'" n °n ^hr's notic , li1J pursues such proceedings to completion, and after obtaining possesLics., diligently compictes such cure or remedy. A Mortgagee who _ cses to exercise its rid __ to a or remedy a default or breach shall first notify Agency of its intent to exercise such right pri n - to cola mencin��: to cure or remedy such default or breach. Nothir ; c mtained in this Agreement shall be deemed to p - it or authorize Mortgagee to dertakc or continue the construction of the Redevelopment Project Y►eyond the extent necessary to conserve or protect the s e) without first having expressly ass ed in Ting Devi er's ; liLitions to Agency under us Agreement. The Mortgagee in that event must agree to col ' te, in the manner pr xi in 's A reem it, th( levelopmt __it Project and the iinproveluent: id submit evidence 3asoiza] _y satisractory to Agency that it has ti- development capability on staff or retainer and the financial capacity necessary to perfo such obligations. Any such Mortgagee properly completing the Redevelopment Project pursuant to this Section shall ass a 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 Agre ent. 9.5 t e n t e s Limitation on T nation of the A Bemn° Anything contained in this uvv. uvu. wu ww vuvv .wawa uwuw � uvuv � g Agre ent to the contrary notwithstanding, if any default shall occur which entitles Agency to to inate this Agre ent, Agency shall have no right to to inate this Agre ; ;ent less, following the expiration of the period of time given Developer to cure such default, Agency shall notify every Mortgagee of record of Agency's intent to so t inate at least 45 days in advance of the proposed effective date of such to ination if such default is capable of being cured by the payment of money, and at least 60 days in advance of the proposed effective date of such t ination if such default is not capable of being cured by the payment of money (a `Ter ation Notice "). The provisions of Section �° below shall apply if, during such 45 or 60 day period, any Mortgagee shall: 16 885 (3) 9.6 P ocedure on Default. (1) notify Agency of such Mortgagee's desire to avoid the t r . , r ination of the Agreement; and (2) pay or cause to be paid all rent, additional rent, and other payments then due and in ears as specified in the Te ination Notice to such Mortgagee and which may become due d ° ng such 30 or 60-day p . hod, and comply or in good faith, with reasonable diligence and continuity, co ence to comply with all no onetary requir, „ ents of this Agre ent then in default and reasonably susceptible of being complied with by such Mortgagee, provided however, that such Mortgagee shall not be required during such 60 -day period to cure or commence to cure any default consisting of Developer's failure to satisfy and discharge any lien, charge or enc brance against the Developer's interest in this Agre ent or the Conveyed Property junior in priority to the lien of the Mortgage held by such Mortgagee, or any other default that is not reasonably susceptible of being cured without possession of the Conveyed Property. • Agency Agre by any 9.6 1 If A enc shall elect to mate this A e ent b reason of an default of Developer, and a Mortgagee shall have proceeded in the m er provided for by Section above, the specified date for the t °nation of this Agre ent as fixed by Agency in its T ination Notice shall be extended for a period of six (6) months, provided that such Mortgagee shall, during such six (6) month p sod: (a) Pay or cause to be paid the rent, additional rent and other monetary obligations of Developer under this Agre ent as the s ;.. e become due, and continue its good faith efforts to perfo all of Developer's other obligations der this Agre ent, excepting 43 -147- obligations of Developer to satisfy or , th ise d:,:Siiarge any lien, charge or enc brance against Developer's interest in this Agre ent or the Conveyed Property junior in priority to th . lien of the held by such Mortgagee, (ii) no onetary obligations na L reasonably susceptible, of being cured by such Mortgagee, and (iii) any other default that is not reasonably susceptible of being cured without po s s s s ion of the Conveyed Property; and (b) if not enjci.led or stayed, take steps to acquit- ,car sell Developer's interest in this Agreem‘ilit Ly foreclosure of the Mortg7 -P or other appropriate means and prosecute the s e to completion with due diligence. 9.6.2 If at the end of such six (6) mont. p - ' o d such Mortgagee is complying with Section ,s this . Agreement shall not then t mate, and the time for completion by such p y Mortgagee of its pro ceedint shall continue long as such Mortgagee is enjoined ined or stayed and for so long, 3uch Mo_ _gage+ 7oceeds to complete steps to acouire or sell Di_ /eloper's interest in this Ag . ,ment by fn1 _ ;losure of the Mortgage or by a �" ia opriate means with reasonable diligence and continuity. Nothing contained herein shall be construed to require a Mortgagee to continue such foreclosure proceedings after the c fault has been cure d. If the default shall be ed ani the Mortgagee shall discontinue such foreclosure proceedings, this Agre ent shall continue in full fort _ nd effect as if D ev _ l oiler h r d not de: AU_ indei Agre ent. 9.6.3 If a Mortgagee is complying with Section j ,,, G s , upon the acquisition of Developer's fee inter :st in the Conveyed irox.,.rty by such Mortgagee or its designee or any other ► urchaser at a foreclosure sale or othe ise, this Agre', ent shall continue in full force and effect as if Developer had not defaulted v.1 ter this Agre ,, ent. 9.6.4 For the purposes of t 's f ,; � `{ r the making of a 1► ortgag: shall dot be de .a.t ed to constitute an assign rient or transfer t _ ___ _ _ nor shall an; Mortgagee, as such, be dee.. , r,d to be an assi ee or transferee of Agreement, nor t . '" � � -ortgt ,ee, as such, be de- r-d to b..F an assignee or transferee of this Agreement so as to require such Mortgagee, as such, to as a the perfo ance of any of the terms, covenants or conditions or. the part of the Developer to be perfo ed hereunder, bat the purchaser at any sale of the Conveyed Property in any proceedings for the foreclosure of any Mortgage, or the assi ee or transferee of this Agreement under any inst anent of assigi mt or transfer in lieu of the foreclosure of any Mortgage s' - 311 be deemed to be an assignee transferee within the me g of this � and shall be de - ed to have agreed to perforrr all o f t e to s, covenants and conditions on the part of the Developer to be perfo ed her , der from and after the date of such purchase and assignment, �,ut only for so long as such purchaser or assignee is the o er of the Conveyed Property. 1(13885 44 9.,;.3 Any Mortgagee or other acquirer of the Conveyed Property pursuant to foredo- �re assi ; ent in lieu of foreclosure or other proceedings may, upon acquiring the Conveyed Property, without er consent of Agency, sell and assi assigri t? Conveyed Proi qty on such t s ar - 1 to such persons and org 'nations as are ac ble to such Mortgagee or acquirer and thereafter be relieved of all obligation sunder thi6 ngre ent; provided that such assignee has delivered to Ag cy its stten agreement to be bound by all of the pro Lions c,f this Agre ent. 9.7 New A u e ent. In the event of the to ination or rejection of this Agr ent as a result of Developer's default, as a result of any election under any laws relating to b ptcy or insolvency, or as a result of any other cause, Agency shall deliver to each Mortgagee a written notice that the Agreement has been to 'nated (a "Notice of Ter • ation "). Agency agrees to enter into a new agre ent ( "New Agreement ") with such Mortgagee or its designee upon the t s, covenants and conditions of this Agre ent, provided: 9.6.6 Notwithstanding any other provisions of this Agre ent, any sale of the Conveyed Property in any proceedings for the foreclosure of any Mortgage, or the assi ent or transfer of this Agreement in lieu of the foreclosure of any Mortgage shall be de ed to be a pe fitted sale, transfer or assi, ent of this Agre ent. 9.7.1 Such Mortgagee shall make written request upon Agency for such New Agre ent within 60 days after the date such Mortgagee receives Agency's Notice of T 'nation. 9.7.2 Any New Agre ent made pursuant to this Section shall be prior to any Mortgage or other lien, charge or enc brance on the fee of the Conveyed Property, and the developer under such New Agre ent shall have the s e right, title and interest in and to the Conveyed Property and the buildings and ' provements thereon as Developer had der this Agre ent. 9.7.3 The developer der any such New Agre ent shall be liable to perfo the obligations imposed on such developer by such New Agre ent only during the p ' od such person has o ership of the Conveyed Property. 9.8 New Agre ent Priorities. If more than one Mortgagee shall request a New Agre ent , rs ant t Seth + J 1 ' Agency shall enter into such New Agreement with the Mortgagee whose Mortgage is prior in lien, or with the designee of such Mortgagee. 9.9! Mortgagee Need Not Cure S ecified Defaults. Nothing herein contained shall require any Mortgagee or its designee as a condition to its exercise aright here der to cure any default of Lessee not reasonably susceptible of being cured by such Mortgagee, in order to exercise any rights available to such Mortgagee hereunder. 1613885 9.10 A enc Ri t to Cure Defaults. In the event o f a breach default by Developer . or a au t De o under a Mortgage secured by the Conveyed Property, Agency may cure the default, without acceleration of the subject loan, following prior notice thereof to the Mortgagee of such instrument and Developer. In such event, Developer shall be liable for, and Agency shall be entitled to reimburs ent from Developer for all costs and expenses in ed by Agency associated with and attributable to the c ' g of the default or breach. 45 -149- 9.11 Holder to be Notified. Developer agrees to use best efforts to ensure that each to contained herein dealing with security financing and rights of holders shall be either inserted into the relevant Mortgage or acknowledged by the holder prior to its creating any security right or interest in the Conveyed Property or the Improvements. 9.12 Modifications tr. _ ��� _ nt. Agency shall not unreasonably withhold its consent to modifications of this Agreemer ...t ray' FA by Proj ect l , .lders or investors provided such modifications do not alter A subst ltive rights and ob! itions under this Agr ent. �.1 Esto 'Joel C Ificates. Either Party shall, at any time, and from time to time, wi fif l- _ (15) days all r recc apt of 'tten request fm the other Party, execute anc deliver to such Party a written sta tyrnent c lying that, to fit a knowledge of the c fying Party: 0i} this Agr - ent is in fill! force aid effect and a inding obligation of the Parties (if such be the case); (ii) his Agre ent has not been amended or modified, or if so . ended, identifying tli amendments; and (iii) the requestii Party is not in defai L in the pc tormance of its obligations Eder this Agreement, or if in default, des . bing the nature of any sucl defaults. 9.14 u- LACY 1 ation in Insurance a —cl ation Proceedings. It is agreed, notwithstanding �i fi r provisions contained in , i . ge en. _ _ _he contrary, th, at all times while a Mortgage remains in effect, all policies of insurance cal od for in this Agre ent or otherwise in effect for the Conveyed. Property shall, in addition to any provisions required under this Agreement, contain a standard mortgagee protection endorsement, and the Mortgagee under such Mortgage hail be entitled to hold the originals or certificL.es of all such policies. Such Mortgage shad be entitled to pal ;.icipate in th_ settl Jr adjustment of any losses covered by such policies of insurance and no such settl - ent or adjustment JI, t11 be accepted or approved without the specific consent in writing of such Mortgagee. In addition, at all times while a Mortga, ;mains in effect, the Mortgagee under such Mortgage shall have the right to participate i11 any settlement of or stipulation of judgment with respect to any condemnation proceeding affecting all or aal y portion of the Conveyed Property or any agreement to sell all or 1;, 1 y rtion of the Conveyed Property in lieu of condemnation, and no s+ .' ement, stipulAion or agre - ent shall be made or entered into without such Mort; Agee c . 0Lior writteii consent. ARTICLE X - 'FAULTS, REMEDIES TERN _ `ATION 10.1 [Intentionally Deleted 10.2 Event of Developer Default. The occ ence of i of the followin, shall, u expimion of the applicable cure p 'od constitute a "Develop _ er Event of Default ": 10.2.1 Developer tram ers -1 _assigns or att - _ pts to transfer or assign this Agreement or an' - -'-`s th cr in the Conveyed Property and/or th Improv ents in violation of 10.2.1 There is a change in the o ership or identity of Developer or the parties in control of Developer or the degree thereof in violation of I I, 10.2.3 Develoner do{ ,j not maintain the necessary equity capital and mortgage fins Ang for the acquisitioi :id development o ".Lr. ; Conveyed Property as set forth in the Financing P1-1, and fails to cure such default within sixty (60) days following receipt of :iten notice from Agency; 1 0.2.4 Following Closing, and prior to the issuance of a Certificate of Completion, -1 efault or breach arises der any loci.: ed by a -. :ortgage, deed of trust or 13885 46 other sec "ty ins • ent recorded against the Conveyed Property or part thereof and r - ains uncured beyond any applicable cure period such that the holder of such security ins' ent has exercised or given notice of its intent to exercise the right to accelerate repayment of such loan; 10.2.6 Following Closing, and after the construction of any improvements has co enced, Developer abandons or suspends construction of any Phase of the Redevelopment Project prior to completion of such Phase of construction, without Agency consent, for a period of one h dred and eighty (180) days, unless such delay or susp sion is due to Force Majeure Events as specified in Section or due to the "tten request of City or Agency. 10.2.7 Following Closing, Developer fails to maintain insurance on the Conveyed Property and the Redevelopment Project as required by and fails to cure such default 'thin ten (10) days following receipt of tten notice from Agency; 10.2.8 Folio °ng Closing, Developer fails to pay taxes or assessments due on the Conveyed Property or the Redevelopment Project or fails to pay any other charge that may result in a lien on the Conveyed Property or the Redevelopment Project, and Developer fails to cure such default within thirty (30) days following receipt of written notice from Agency; 10.2.9 Any representation or w anty contained in this Agreement or in any financial stat ent or c "ficate submitted to Agency in co ection with this Agre- ent is known to Developer to be and proves to have been incorrect in any mat al and adverse respect when made and continues to be materially adverse to the Agency; 1613885 10.2.5 Intentionall deleted. 10.2.10 Developer shall have assigned its assets for the benefit of its creditors (other than p uant 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 re • ed or released "thin sixty (60) days after such event ( less a lesser e period is p itted for cure under any other mortgage on the Conveyed 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; 10.2.11 A court having j "sdiction shall have made or entered any decree or order (i) adjudging the Developer to be b i pt or insolvent; (ii) appro g as properly filed a petition seeking reorg "zation of the Developer or seeking any ang ent for either of the Developer der the b ptcy law or any other applicable debtor's relief law or statute of the United States or any state or other j "sdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of the Developer in b ptcy or insolvency or for any of its properties; or (iv) directing the winding up or liquidation of the Developer; 10.2.12 If, pursuant to or within the me, ng of the United States B ptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Ban ptcy Law"), Developer or any general p i er thereof (0 co ences a vol • tary case or proceeding; (ii) consents to the entry of an order for relief against Developer or any general partner thereof in an invol tary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Developer or any general p er thereof; (iv) makes an 47 -151- assi ent for the benefit of its creditors; or (v) admits in ling its inability to pay its debts as they become due; 10.2.13 Developer fails to pay when due any payable by Developer to City or Agency pursuant to this Agre ent, and such failure continues for thirty (30) days after Agency notifies Developer thereof in writing; 10.2.14 Developer shall vol tary suspend its business or shall have been dissolved or to inated; or Phase IC Section 1613885 10.2.15 Developer defaults in the perfo ante of any material t provision, covenant or agre ,, ent contained in this Agr , ent, other than obligation enumerated in this Section and excluding Developer's failure to perfo the Closing Obligation specified in Section ", Notwithstanding anything to the contrary set forth in this Agre ° ent, the P ' es hereby acknowledge and agree that with respect to the Closing Obligation described in Section 10.10 below, the remedies set forth in Section , shall be Agency's sole and exclusive r tidies, and that Agency shall not have any other r edies set forth in this 48 -152- 10.3 Agency Event of Default. Provided that the Developer has satisfied its obligations hereunder, the foliowing events shall constitute a breach or default by Agency (each, an "Agency Event of Default "): 103.1 Agency, without good cause, fails to convey the Conveyed Property to Developer within the time and in the ma er set forth in °� '� . and Developer is oth se entitled to such conveyance; or 10.12 Agency fails to meet any of its funding obligations under the Agency F ding Requir ent, including a failure to odically deliver any funds pursuant to above; or 10.3.3 Agency or City (as applicable) conveys or leases, or att pts to convey or lease, any portion of the City Property to any third party in violation of Developer's Right of First Refusal as set forth in Section ' or 10.14 Agency breaches any other material provision of this Agreement and fails e such breach wi .' ; any applicable cure period. 10.4 Notice: Cure of Default. In the event of an alleged default or breach of any of the t or conditions of this Agr ent (other than the Closing Obligation), the Party alleging such default or breach shall give the other Party notice in writing specifying the nature of the alleged default and the ma er in which the default may be satisfactorily cured. The notice shall specify a r -, onable period of time in which to cure, that shall in no event be less than thirty (30) days in the event of a monetary a au t or sixty ays in t o event of a no onetary a au t ess a shorter cure period is specified in Section above); provided, however, that or if the default is of a nature that it ca of reasonably be cured 'thin sixty (60) days, an Event of Default shall not, use her , ,,, der if the defaulting Party co ences to cure the default wi sixty (60) days and th y° �� der prosecutes the c ng of such default with due diligence d in good faith to completion and in no event later than one hundred twenty (120) days after receipt of notice of the default. Delay in giving such notice shall not constitute a waiver of any default or of any such rights or r edies or deprive such Party of its right to institute and maintain any actions or proceedings that it may de necessary to protect, assert or enforce any such rights or remedies; provided, however, that in no event shall the injured Party to inate this Agr ent or institute any legal proceeding against the Party in default without provision of notice of default and expiration of the applicable cure period. 10.5 Right to T 'nate Agre,, ent. If an Event of Default shall occur and be continuing beyond any applicable cure period, then the non - defaulting Party shall, in addition to other rights available to it under law or this Agreement, have the right to to inate this Agre ent and the rights of the defaulting Party and its assignees hereunder. If the non - defaulting Party makes such election, that Party shall give 'tten notice to the defaulting Party and, if such notice is provided to Developer, to any Mortgagee entitled to such notice, specifying the nature of the default and stating that this Agre ent shall expire and to inate on the date specified in such notice, and upon the date specified in the notice, this Agre ent and all rights of the defaulting Party der this Agreement, shall expire and to inate, except for such matters that expressly s ive the to ination of this Agreement. 1613885 49 -153- 10.6 R edies. S s ecific Perfo ance Limitation on D a es 10.6.1 A ene 's R' ts. Upon the occurrence of a Developer Event of Default and the expiration of any applicable cure period, Agency shall have the right, in addition to any other rights or r edies provided in this Agre ent and subject to any ap : livable restrictions set forth in this Agreement, to institute an action in accordance with Secti n to seek specific perfo ance of the t w < s of this Agre ent, or to cure, correct, prevent or r - :: edy any default, or to recover d ages, or to obt • any other r edy available to Agency at law or in equity consistent with the purpose of this Agre ent; provided, however, (i) Agency acknowledges and agrees that the r edies set forth in Section , """""i are Agency's sole r ' edies for Developer's failure to perfo the Closing Obligation, as defined in Section n NM y (ii) Agency may exercise the Repurchase Option (defined below) only under the conditions set forth in Section and (iii) Developer shall not be liable for any consequential or incidental d. ages. 10.6.2 Develo , 's • is Upon the occ ence of an Agency Event of Default and the expiration of any applicable cure period, Developer shall have the right, in addition to any other rights or r edies provided in this Agre ent and subject to any applicable restrictions set forth in this Agr ent, to • titute an action in accordance with Se i on to seek specific perfo ance of the to s of this Agre ent, to e, correct, prevent or r ,, edy any default, or to recover d 0 e ages, or to obtain any other remedy available to Developer at law or in equity. Upon the occurrence of an City Event of Default and the expiration of any applicable cure period, the sole r edy available to Developer against the City shall be specific perfo ance. For purposes of this paragraph only, the successful party in such action shall be entitled to recover from the unsuecesful party all costs, expenses and reasonably attorneys fees incurred by the prevailing party in the enforc ent proceeding. 10.7 Remedies ulative. Subject to the limitations set forth in Section a the rights and r edies of the parties der this Agre ent shall be c , , ulative, and the exercise or failure to exercise one or more of such rights or r edies by either Party will not preclude the exercise by it, at the s et a or different ° : es, of any right or r edy for l s e default or any other default. 1613885 10.8 [Intentionally Deleted] 10.9 Inaction Not a Waiver of Default. No failure or delay by either Party in ass ng any of its rights or r edies der this Agre ent shall o to as a waiver of any default or of any such right or r -; edy, nor deprive such Party of its right to institute and maintain any action or proceeding which it may de necessary to protect, assert or enforce any such rights or r edies. Without limiting the generality of the foregoing, the failure or delay by either Party in providing a notice of default shall not constitute a waiver of any default. 10.10 T ination of DDA: Disposition of King Property. 10.10.1 Developer Obligation at Horizon Date. By no later than May 29, 2018 i.e., the ninth (9 anniversary of the Commencement Date of the MOU and hereafter, the "Horizon Date "), Developer shall accept the conveyance of the Conveyed Property p uant to (the "Closing Obligation"); provided, however, that Developer shall not be required to complete the Closing Obligation and shall not be in default of this Agre ent if such failure results from the failure of a condition precedent, a Force Majeure Event, or the default on the part of Agency or City of the t s set forth in this Agr ent. 10.10.2 Agency Remedies (a) If Developer does not perfo the Closing Obligation by the Horizon Date, Agency may (but shall not be obligated to) give to Developer a fo al written notice of intent to t inate this Agre ent ( "Notice of Intent to Ter, , • ate "), and after giving such notice, shall have the right to exercise the r edies set forth in subsection (c) below. (b) If Agency provides a Notice of Intent to Te inate, Developer shall have one year from the date of delivery of such notice to complete the Closing Obligation; provided, however, that Developer shall not be in default of this Agreement if such failure results from the failure of a condition precedent, a Force Majeure Event, or the default on the part of Agency or City of the to s set forth in this Agreement. (c) If Developer has not compl; , ; the Closing Obligation at the end of the one -year period folio g delivery of the Notice of Intent to T inate, Agency may, but shall not be obligated to take both of the following actions (provided, however, that if Agency elects to take the action described in clause (i), it must also take the action described in clause (ii)): (i) Terminate this Agreement; and (ii) Purchase for all cash the King Leases d entitlements for the Redevelopment Project at a fixed price of Seven Million Five H dred Thousand Dollars ($7,500,000) (the " % °,'.g Lease Purchase Price "); provided, however, the King Lease Purchase Price shall be reduced by the s : of Five H dred Thousand Doll ,° ($500,000) per year for each 50 -154- year co encing May 29, 2016 (i.e., the seventh (7th) versary of the Co . enc ent Date of the MOU) that Developer has failed to complete all of the actions identified in Section up to a maximum reduction of One Million Five H dred Thousand Dollars ($1,500,000), If Agency exercises the option set forth in this paragraph, Developer shall convey Developer's interest in the King Leases and the King Lease Property within sixty (60) days following Agency's delivery of notice of its exercise of the option in accordance with the provisions of this paragraph and uu�llllllll��� � �iuuuiuuuuuuuuuuuiu�� � � ections m� above. 10.11 Effect of T ° ination. The to ination of this Age ent, in part or in whole, shall not affect the rights or obligations of Developer or City under the separate Development Agre ent covering the Developer Property. 10.12 Option to Purchase, Enter and Possess. The Agency shall have the additional right at its option, following expiration of the notice and cure period des 'bed in S ection , and in accordance with the dispute resolution procedures in Section to purchase, enter and take possession of the Conveyed Property with all improve ents thereon (the `Repurchase option "), if after Closing, Developer (i) fails to begin construction of the Redevelopment Project within the time specified in Section 6.4 as such date may be extended pursuant to the to s hereof, and after written notice from Agency, (ii) abandons or suspends construction of the Redevelopment Project for a period of one h dred eighty (180) days after written notice from Agency; or (iii) directly or indirectly, volunt ily or involuntarily Transfers the Conveyed Property or this Agreement in violation of 10.12.1 To exercise the Repurchase Option, the Agency shall pay to the Developer cash in an o t equal to: (a) The purchase price paid to the Agency by the Developer for the Conveyed Property; plus (b) The fair market value of any new improv ents constructed by Developer and existing on the Conveyed Property at the time of exercise of the Option; less (c) Any gains or income withdrawn or made by the Developer from the applicable portion of the Conveyed Property or the ' prov ents thereon; less (d) The value of any liens or enc i brances on the applicable portion of the Conveyed Property which the Agency assumes or takes subject to. 1 0.12.2 In order to exercise the Repurchase 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 s ary of all of Developer's costs inc ed as described in this Section. Within thirty (30) days of Agency's receipt of such s ary, Agency shall pay into an escrow established for such purpose cash in the amo t of all sums owing pursuant to this Section and Developer shall execute and deposit into such escrow a grant deed transf_ ' g to Agency all of Developer's interest in the Conveyed Property, or portion thereof, as applicable and the improvements located thereon. 1613885 51 -155- 1 0.13 Memorandu . of Option to Purchase. The parties shall cause a m orandum or or; nda of «le rights granted the Agency in Secticia i f this Agreement to be recorded in the Offi ial Records at the time of the Close of Escrow for convey _i'e of the Conveyed Pro` arty to Developer. • In lieu of such memorand in Agency's discretion the rights afforded Agency pursuant to S ectio "1 `ti maybe described in th - Jrant Deed. The Agency will not withheld consent to reasonaL le 1uests for subordination of the Repurchase Option to deeds of trust provided for the benefit of construction lenders identified in the Financing Plan prov id L d that the instruments effecting such subordinu`ian include reasonable protections to the Agency in the event of default, including without limitaii -7n, extended notice and cure rights. 1 0.14 Ri is of Mort . e P . Any rights of Agency under this i.;11 not defeat, 1 , .t or rP .1d - ;r invalid any mortgage or dec l of trust permitted by this A iFfinent or any rights provided for in this Agre , _. ent for the r oticiion of holders of such instruments. 1613885 10.15 Disputes 1 0.15.1 Resolution. In the event of any dispute : sing out of or relating to this Agreement, other than (i) disputes 'sing out of Developer's Right of First Refusal as ,rovided foi y ' � ' ® �' � (ii) those disputes in which 'ie complai g p E ,eking to t : inate the n uafieii, or (iii} disputes brought by Developer, the City or Agency in ccinneztion with any obligations that are enforceable only by a court of law (e.g. , a writ of mandate), the dispute shall be submitted to finding expedited arbitration pursuant to the procedures set forth The Arbitrator (as defined in L siIall dismiss any matter seeking to terminate ie Agre , ent or disputes b1' Lght by Developer i connection with any obligations that are enforceable only by a court of law. 52 By Agency: By Developer: Name: Name: )7 CE. BY SIGN ' [NG IN T`^ T.i . E JELOW. - E . -- -t AN 2 EN V - AGkI SING TO HAVE ANY DIS] ES A ISP 11 F t i`I'.I.NG AGREEMENT DECIDED BY NEIL) AL ,ARBITRATI6l r. THE rAf' "'T= A: .r., t UP ANY RIGHTS THEY M: ELT POSSESS TO HAVE DISPUTES L L vurATILD 'N CC TRT ` I /TRY TI AI ,, A D 1 JDICIAL R1.JHTS DISCOVE] v AND IF AG ;NC' DEVEL :R REFUSES TO SUBMIT TO A1 ER AGREEING Tr THIS FK W N, TTTAT PARTY r AY BE COI =PELLE �► ARBITRATE BY LAW. AGEnvt., ' 1 DEVELOPER' ' ' ' EEMENT i' 0 ft. _ _ IS . :BITRATION P» r'VTSION IS ! m'.TTARY. Vary PARK Juana HAVE READ AND U ;STAND T 4B+ vE A Ti TO SU ' ) NEUTRAL AR.BITD R - 1IIS SECT_ )N - T� '� _ JNI_ .G BELO THE PAR VIES AC1 EE THAT &LAU, NOT Th4JSE ANY OB ECTION Tr -- CTTNT F SUCH An n'TRATION PROVISIOONS OF T:� =IS AGi /frAVIEnu. DASED UPON ANY ORTED K OF THORIT E1 .;T ER INTO SUCH AGREEMENT " " WI. ►E. Title: Title: Date: Date: By City: Title: Date: 10.15.2 Enfor ; ent of Arbitration. The judgement of the arbitrator may be entered and enforced in the Superior Court of San Mateo County, California. Any legal action to compel either Party to submit to binding arbitration, and any other legal action brought pursuant to this Section all be instituted exclusively in the Sup Y p� or Court of San Mateo � „o County, California. 10.15.3 Litigation. Any legal action brought purs t to this Section shall be instituted exclusively in the Superior Court of San Mateo Co ty, Califo ' a and both P ,,` es expressly consent to the jurisdiction of such court. 10.15.4 "ce of Process. In the event that any legal action is co enced by Developer against Agency, se ' ce of process on Agency will be made by personal s ce upon the Clerk of the Agency or in such other m er as may be provided by law. In the event that any legal action is co enced by Agency against Developer, s ' ce of process on Developer will be made by personal s ice upon Developer's agent for service of process of Developer at the address listed in Section ' herein or in such other m er as may be provided by law. 11.1 No Brok Each Party w ants and represents to the other that no person or entity can properly cl '. a right to a real estate co ission, brokerage fee, finder's fee, or other compensation with respect to the transactions contemplated by this Agreement. Each Party agrees to defend, ind Ty and hold h es s the other Party from any cl a' s, expenses, costs or liabilities arising in co ection with a breach of this w anty and representation. The t s of thi Section shall su `ve the close of escrow and the expiration or earlier ination of this Agr ; ent. 1613885 ARTICLE XI MISCELL EOUS PROVISIONS 53 11.2 Enforced Delay; Extension of Times of Perfo ance. -157- 11.2.1 Subject to the limitations set forth below, perfo ante by either Party shall not be de ed to be in default, and all perfo ante and other dates specified in this Agre i ent shall be extended where delays are due to the following events (each a "Force Majeure Event"): war, insurrection, strikes, lockouts, riots, floods, earthq es, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight bargoes, gov ental restrictions or priority, litigation, including court delays, usually severe weather, acts or o ssions of the other Party, acts or failures to act of City or any other public or gov ental agency or entity (other than the , or failures to act of Agency or City as required in this Agre ent), failure by City or any agency or entity with jurisdiction over the Marina Property to approve or issue any entitl ents, p Its, licenses or approvals required for the construction of any Improv ents cont plated herein, or any other cause beyond the affected Party's reasonable control. An extension of ' e for any such cause shall be for the period of the enforced delay and shall commence to from the time of the co enc ent of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commen % ent of the cause and such extension is not rejected in writing by the other Party within ten (10) days of re 'pt of the notice. Neither Party shall easonably withhold consent to an extension of time purl t to this Section. 1613885 54 11.3.2 certified or registered mail, re 11.2.2 T' m ofperfo ance der this Agr ent may also be extended in 'ting by the mutual agr ent of Developer and Agency (a , g in the discretion of its Executive Director unless he or she dete ines in his or her discretion to refer such matter to the gov ing 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 d and, and/or inability to obtain financing to complete the Redevelopment Project shall not constitute gro ds of enforced delay pursuant to this Section. Each Party expressly ass es the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date. 11.3 Notices. Except as othe ise specified in this Agre ent, all notices to be sent p , , t to this Agreement shall be made in * ting, and sent to the Parties at their resp : 've addresses specified below or to such other address as a Party may designate by 'tten notice delivered to the other P es in accordance with this Section. All such notices shall be sent by: 11.3.1 personal delivery, in which case notice is effective upon delivery; receipt requested, in which case notice shall be de ed delivered on r ipt if delivery is confi ed by a r receipt; 11.3.3 nationally r gnized ov ight co er, with charges prepaid or charged to the sender's acco t, in which case notice is effective on delivery if delivery is confi ,,. ed by the delivery s ` ce; 11.3.4 facsimile transmission, in which case notice shall be de ed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first- class or certified mail or by ov sght delivery, or (b) a transmission report is generated reflecting the accurate trans "ssion thereof. Any notice given by facsi 'le shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's " e or on a nonbusiness day. If to Agency, to: Co; unity Development Director City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Phone: (650) 829 -6629 Fax: (650) 829 -6623 With a Copy to: Meyers Nave 575 Market Street, Suite 2600 San Francisco, CA 94105 Attn: Steven T. Mattas, Agency Attorney Phone: (415) 421 -3711 Fax: (415) 421-3767 If to Developer, to: 1613885 SRI Nine Oyster Point LLC 235 Montgomery Street, 16th Floor San Francisco, CA 94104 Attn: Corporate Secretary Phone: (415) 772 -7069 Fax: (415) 772 -7148 With Copies to: SRI Nine Oyster Point LLC 235 Montgomery Street, 1 6th Floor San Francisco, CA 94104 Attn: Todd Sklar Phone: (415) 772 -7069 Fax: (415) 772 -7148 Oyster Point Ventures LLC 601 California Street, Suite 1310 San Francisco, CA 94108 Attn: Dan Kingsley Phone: (415) 421 -8200 Fax: (415) 421 -8201 Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105 Attu: Zane Gresh Phone: (415) 268 -7000 Fax: (415) 260 -7522 1 4 Attorneys' Fees If either Party fails to perfo any of its obligations under this Agreement, or if any dispute . ses between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in co ection with such dispute shall be entitled to the costs and expenses it incurs on acco t thereof and in enforcing or establishing its rights here der, including, without limitation, court costs and reasonable attorneys' 55 -159- 11.5 Waivers; Modification. i`'o -?aiver of any breach of any covenant or provision of this Agre ent shall be deemed a waiv.,r of any other covenant or provisior hereof, Ind no =_Taiver shall be valid unbss in and executbJ by the waiving Party. An extension of time for perfo ante of any or ligation or act shall not be de • ed an exten ion o.P the time performance of any other obligation or act, and no Pxtension shall u 3 valid unless in w sting and exec,' " xl by the Party granting the extension. This Agre ent ma;, bu ended or moi ifi i only by a written instrur_: nt executed Led by the P . es. fees and dis burs - ents. Any sucl to... Sys' fees aad other expenses inc ed by e_ bier party in enforcing a judment in its favor r der this n' reement shall be r verable separately from and in addition to any other aunt included in such judgment, and such attorneys' fees obligation is ;n +ended to be severable from the other provisions of this Agreement and to s ve and not be rged into any such judgment. 1613885 11.6 Binding on Successors. Subject to the restrictions on Transfers set forth in i I, this Agreement shall bind and hiure to the benefit of the Parties and d rair respective permitted � p p successors and assigns. Any reference Agre .. eat to a specific9_11y a ed T rty shall be de - to appl; any p itted successc: d assi�,n of such Party who ha aco th- ed an interest in compliance with Agre gent or der law. 11.7 No Third Part Beneficiaries. Nothing contained in thin Agre ent is intended to or sh r 1 be deemed to confer upon _ _ny person, oth+�r than the P + ' es and =Heir respective pe itted successors and assign, any rights or remedies hereunder. 11.8 Survival. All representations made rw -y Developer hereunder and all obligation b�T either party tc ;n(' 1. the other Party shall s ive the expiration or t - ination of this Bement ar. 1 the issuance and recordation of a Certificate of Completion. None of the provisions, teems, repnsentations, w , unties and covenants of this Agreement are intend ad to or shall be merged by any grant deed conveying the :cnveyed Property to Developer or any successor in and neither such gran _,red nor any other document shall affect or impair the provisions, t ,s , ranties and covenants contained her 11.9 Construction. The s on headings and captions used hercia are solely for convenie1iz :md shall not be used to interpret this Agre ent. The Parties acknowledge that this Agreement is the product of -- _ z,tiL_ _ion and compromise oz. the part of both Parties, and the Parties �- that since both Parties have participated in the negotiation and draffing of this Agre :neat, ties t., shall not be consti 1 af 'prepared by one of the Parties, but rather accora_.__ L D its meaning as a whop, 7E1 if both Parties had prepared it. 11.10 Action or Approval. Whenever action and/or approval by Agency is required under this Agreement, .Agency's Executive Director or his or her designee may act n and /or approve Duch matter unleA sp' ifically provi&d other=vise, or unless the Agency Executi v� Director dete ones in his or her discretion that such action or approval requires ref al to Agency' s Poaril. for consideration. 11.11 Entire Agre ent. This Agre ; ent, including ri through attache _ . Liereto and incorporated herein by this reference, together with the other Agency g 56 Doc ents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agre ents, and : standings, representations or stat . ents between the P es with respect to the subject matter hereof. 11.12 Counterp s This Agre , ent may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one ins ent. The signature page of any counterpart may be detached therefrom without ` pairing the legal effect of the signature(s) thereon provided such signature page is attached to any other co terpart identical thereto having additional signature pages executed by the other Party. Any executed co terpart of this Agre , ent may be delivered to the other Party by facsimile and shall be de ed as binding as if an originally signed counterpart was delivered. 11.13 Severability. If any to , provision, or condition of this Agre ent is held by a court of competent j 'sdiction to be invalid or enforceable, the r cinder of this Agre ent shall continue in full force and effect less an essential purpose of this Agreement is defeated by such invalidity or enforceability. 11.14 Parties Not Co-Venturers. Nothing in this Agre ent is intended to or shall establish the Parties as partners, co- venturers, or principal and agent with one another. 11.15 Non - Liability of Officials, Employees and Agents. No officer, official, ployee 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, ount which may become due to Developer or its successors in interest pursuant to this Agreement. 11.16 T' e of the Essence. Calculation of Time P 'ods. Time is of the essence for each condition, to obligation and provision of this Agre : ent. Unless oth ise specified, in computing any period of time described in this Agre ent, the day of the act or event after which the designated period of time begins to is not to be included and the last day of the p od so computed is to be included, less such last day is not a business day, in which event the period shall til the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local a at the Conveyed Property. For purposes of this Agreement, a `business day" means a day that is not a Saturday, S day, a federal holiday or a state holiday under the laws of California. 1613885 57 -161- SIGNATURES ON FOLLOWING PAGES. 11.17 Gov ing Law. This Agre ent shall be gov ed by and construed in accordance with the laws of the State of Califo 'a without regard to principles of conflicts of laws. 11.18 Cooperation. Prior to Closing, the Parties shall cooperate and do all acts as may be reasonably required or requested by the other in order to revise any legal descriptions attached hereto in order to create insurable legal descriptions that are satisfactory to the Title Company. OYSTER POINT VENT • S LLC a Delaware li • 'ted liability company By: SRI Nine Oyster Point LLC, a Delaware limited liability company, its Managing Member • Its: IN WITNESS WHEREOF, the Parties have entered into this Agre date first 'tten above. DEVELOPER • Its: By: By SKS Oyster Point, LLC, a Delaware limited liability company, its ber By 58 AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH S F CISCO, a public body, corporate and politic By: ATTEST: By: By: tive Director Agency Secretary APPR iVED AS TO FO Agency General Counsel ent effective as of the CITY CITY OF SOUTH S %CISCO, a municipal corporation By: ATTEST: By : APPROVED AS TO FO By : 1 5 City Manager City Clerk City Attorney 1613885 59 -163- EXHIBITS TO DISPOSITION D DEVELOP NT AGREEMENT by and among sf- 2948813 1 THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN CISCO and OYSTER POINT VENTURES LLC and CITY OF SOUTH S CISCO -164- Exhibit A-1: Map Identifying M na Property and Business Park Property Exhibit A-2: Mal 'dent' Conve ed Pro • ert C•t Pro I ert and Develo • er Pro • ert Exhibit B: Legal Description of Conveyed Property Exhibit C: King Lease Property Exhibit 2.2: Fo of Memorandum of Disposition and Development Agre ent Exhibit 2.5.1: Description of Property Subject to Developer's Right of First Refusal Exhibit 2.5.3: M - • orand of Right of First Refusal Exhibit 3.2A: Description of Phases of Redevelopment Project Exhibit 3.2B: Estimated Project Schedule Exhibit 3.2.1: Phase IC Site and Infrastructure Improv ents: Description and Cost Exhibit 3.2.2: Phase ID Site and Infrastructure Improv- • ents: Description and Cost Exhibit 3.3.1: Phase IID, IIID, and Site and Infrastructure Improv Cost Exhibit 3.3.2: Phase IIC Site and Infrastructure Improv Exhibit 3.4.1: Redevelopment Project Cost Allocation Exhibit 3.4.2: Fo of Escrow Holdback A e ent Exhibit 4.1: Fo of Amendment to the Joint Powers Agre Harbor District and the City of South San Francisco Exhibit 4.6A: Fo of Grant Deed Exhibit 4.6B: Fo • of Assi u ent and Assum stion of the Leases Exhibit 4.6.1A: Fo of Bill of Sale Exhibit 4.6.1B: Fo of Assi i ent of Intany'l)le Pro. Exhibit 4.6.1C: Fo of F TA Affidavit Exhibit 4.8.2: 5 - ce Contracts Exhibit 4.8.8: Pre-Existing Enviro ental Conditions Exhibit 4.9.1: Fo of Title Policies Exhibit 6.10A : Fo of Certificate of Com letion 24 1. Exhibit 9.3: Assumption Agre- ent List of Exhibits 2 Exhibit 6.11.1: Legal Description and Depiction of Dedicated Property ents: Description and ents: Description and Cost ent Between the San Mateo Co Exhibit 10.15.1: Expedited Arbitration Procedures sf-2948813 3 sf-2948813 Exhibit A-1 Map Identifying M. una Property and Business Park Property hhh, 1111 JI 1 11 , ;!ulluu .111 , ID 1 h1101 , 4111 1 1 11111 1 11 1 1114 1 1111 1 1 1 1111 1 111 1 1 1 14 111.11 001 1,0 DCD CCr 11. 00000, ,00000000000 D 1111 1 1:1,110 lac , CID 011111114 .1111111, GA S A 0 MI 0111111111111111111111111111111111111111111111114 0111111111 01111111111 01111111111111111111111111111111 RcP 1111 1111 — — 1111111111111111111111111111111111111111111111, ■11.1.11, ■111111,. 0 -168- 4. sf-2948813 Exhibit A-2 Map Identifying Conveyed Property, City Property, and Developer Property Exhibit B Legal Description of Conveyed Property VEYED PROPERTY ALL THAT REAL PROPERTY LOCATED IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATED, STATE OF CALIFORNIA. THE BELOW DESCRIBED PARCEL CONSISTING OF THREE SEPARATE PARCELS; SAID PARCEL BEING A PORTION OF OY R POINT BOULEVARD, INA BOULEVARD, AND A PORTION OF PARCELS A, B, C, D, AND A PORTION OF THE REMAINDER PARCEL AS SH N ON THE PARCEL MAP RECORDED AT # + ± K 55 AT PAGES 61 THROUGH 64 IN THE RECORDS OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA. . SAID PARCEL IS ALSO A PORTION OF PARCEL A AND A PORTION OF GULL DRIVE AS SH • N ON PARCEL MAP RECORDED IN BOOK 72 AT PAGES 6, 7 AND 8 IN THE RECORDS OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA. SAID PARCEL MORE PARTICU r DESCRIBED AS FOLLOWS: PARCEL 1 OF 3 BEGINNING AT A POINT AT THE SOUTH EAST CORNER OF PARCEL 4 AND THE SOUTH WEST CORNER OF PARCEL 3, AS RECORDED IN BOOK 52 AT PAGES 58 AND 59 OF THE RECORDS OF MATEO COUNTY CALIFORNIA, THENCE ALONG THE SO ERLY LINE OF SAID PARCEL 4 AND ITS PROLONGATION 1) S88° 59 1 FOR 327.72 FEET; 2) THENCE SO1 ° 24' 26"E FOR 28.57 FEET; 3) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 848.00 FEET AND A CENTRAL ANGLE OF 41* 54' 50" FROM ICH THE RADIUS POINT BEARS N88° 49' 12 "E, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 694.23 FEET, 4) THENCE ° 40' 44 FOR 3.50 FEET; 5) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 852.50 FEET AND A CENTRAL ANGLE OF 25° 28' 51" FROM WHICH THE IUS POINT BEARS 570° 45' 23 "E, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 440.22 FEET, 6) THENCE Sao° 45' 17'W FOR 169.54 FEET. TO A POINT AND THE TRUE POINT OF BEGINNING 1) THENCE S89° 55' 25'W FOR 737.35 FEET TO A POINT ON THE EASTERLY SIDE OF GULL DRIVE AND AT THE SOUTH WEST CORNER OF PARCEL A AS RECORDED IN BOOK 72 OF PARCEL MAPS AT PAGE 7. THENCE NORTHERLY ALONG SAID GULL DRIVE 2) THENCE NO1° 39' 45 "E FOR 27.23 FEET; 3) THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 520.55 FEET AND A CENT ANGLE OF 37° 40' 44" FOR AN ARC LENGTH OF 342.32 FEET, SAID CURVE HAVING A CHORD BEARING OF N17° 10' 37 'W FOR 338.19 FEET, 4) THENCE N35° 00' 59"W FOR 111,60 FEET; 5) THENCE N37° 35' 47'W FOR 95.40 FEET; 6) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A RADIUS OF 68.40 FEET AND A CENT Y ANGLE OF 18° 11' 27" FROM ICH THE RADIUS POINT BEARS N70° 36' 44 "E, THENCE RIGHT ALONG SAID CURVE FOR AN ARC LENGTH OF 21.72 FEET, SAID CURVE HAVING A CHORD BEARING OF N10° 17' 32"W FOR 21.63 FEET; 7) THENCE 885° 46' 55 "E FOR 254.12 FEET; 8) THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 754.00 FEET AND A CENTRAL ANGLE OF 32° 35' 48" FOR AN ARC LENGTH OF 428.96 FEET, SAID CURVE HAVING A CHORD B ING OF N77° 55' 12 "E FOR 423.20 FEET; 9) THENCE N61° 37' 17'E FOR 14.42 FEET; 10) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A IUS OF 24.00 FEET AND A CENT k ANGLE OF 70° 50' 44" FROM WHICH THE RADIUS POINT BEARS S28° 22' 42 "E, THENCE RIGHT ALONG SAID CURVE FOR AN ARC LENGTH OF 29.68 FEET, SAID CURVE HAVING A CHORD BEARING OF 882° 57' 20 "E FOR 27.82 FEET; PARCEL 2 OF 3 11) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A r IUS OF 952.50 FEET AND A CENT ANGLE OF 22° 16' 08" FROM ICH THE RADIUS POINT BEARS N42° 28' 01 "E, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 370.20 FEET, SAID CURVE HAVING A CHORD B r ING OF S58° 40' 03 "E FOR 367.88 FEET; 12) THENCE S20° 54' 17'W FOR 74.52 FEET; 14) THENCE S00° 45' 1 rw FOR 169.54 FEET, TO THE TRUE POINT OF BEGINNING, THE AREA BEING 10.07 ACRES. 13) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 526.93 FEET AND A CENTRAL ANGLE OF 19° 39' 18" FROM WHICH THE RADIUS POINT B y "S S70° 45' 23 "E, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 180.76 FEET, SAID CURVE HAVING A CHORD B ING OF S09° 24' 58'W FOR 179.87 FEET, BEGINNING AT A POINT AT THE SOUTH EAST CORNER OF PARCEL 4 AND THE SOUTH ST CORNER OF PARCEL 3 AS RECORDED IN BOOK 52 AT PAGES 58 AND 59 OF THE RECORDS OF SAN MATEO COUNTY CALIFORNIA, THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 4 AND ITS PROLONGATION Page 2 S89° 59' 36'W FOR 327.72 FEET TO THE TRUE POINT OF BEGINNING 1) THENCE SO1 ° 24' 28 "E FOR 28.57 FEET; 2) THENCE ALONG A CU TO THE LEFT HAVING A RADIUS OF 949.00 FEET AND A CENT ANGLE OF 35° 40' 32" FOR AN ARC LENGTH OF 607.40 FEET, SAID CURVE HAVING A CHORD BEARING OF S19° 44' 42 "E FOR 597.14 FEET; 3) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A ILLS OF 24.00 FEET AND A CENTRAL ANGLE OF 101° 45' 03" FROM ICH THE RADIUS POINT B ',S 551° 55' 03 "W, THENCE RIGHT ALONG SAID CURVE FOR AN ARC LENGTH OF 42.62 FEET, SAID CURVE HAVING A CHORD BEARING OF S12° 47' 35'W FOR 37.24 FEET; 4) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A IUS OF .00 FEET AND A CENTRAL ANGLE OF 30° 32' 59" FROM ICH THE IUS POINT B Y 8 N28" 19` 53"W, THENCE RIGHT ALONG SAID CURVE FOR AN ARC LENGTH OF 344.44 FEET, SAID CURVE HAVING A CHORD BEARING OF S78° 58' 3$"W FOR .38 FEET 5) THENCE N85° 46' 55'W FOR 327.57 FEET; 6) THENCE N00 39' 38 "E FOR 21.92 FEET; 7) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 385.83 FEET AND A CENTRAL ANGLE OF 08° 04' 37" FROM WHICH THE Y • IIJS POINT B ' S N15° 01' 45'W, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 40.92 FEET, SAID CURVE HAVING A CHORD BEARING OF N71° 55' 56"E FOR 40.90 FEET; 8) THENCE S63° 09' 49 "E FOR 5.95 FEET; 9) THENCE •55° 57' 31"E FOR 133.83 FEET; 10) THENCE N40° 57' 35 "E FOR 1 84.01 FEET; 11) THENCE N34° 49' 05 "E FOR 94.14 FEET; 12) THENCE N46° 03' 23 "E FOR 112.47 FEET; 13) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A RADIUS OF 239.17 FEET AND A CENTRAL ANGLE OF 01° 40' 18" FROM WHICH THE RADIUS POINT BEARS ° 52' 16 "E, THENCE RIGHT ALONG SAID CURVE FOR AN ARC LENGTH OF S. FEET, SAID CURVE HAVING A CHORD B ING OF N46° 57' 53 "E FOR 6. FEET; 14) THENCE N00° 00' 49'W FOR 277.41 FEET; 15) THENCE N89° 59' 37 "E FOR 84.09 FEET, TO THE TRUE POINT OF BEGINNING, THE AREA BEING 3.993 ACRES. Page 3 PARCEL 3 OF 3 BEGINNING AT A POINT AT THE SOUTH EAST CORNER OF PARCEL 4 AS SHOWN ON THE PARCEL MAP RECORDED IN BOOK 52 AT PAGE 59 OF THE RECORDS OF SAN MATEO COUNTY, CALIFORNIA 1) THENCE SOO° 00' 55 "E FOR 16.61 FEET; 2) THENCE S89° 59' 05'W FOR 18.77 FEET; 3) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A a WS OF 5.00 FEET AND A CENTRAL ANGLE OF 87° 02' 04" FROM WHICH THE IUS POINT BEARS N87° 03' 01'w, THENCE RIGHT ALONG SAID CURVE FOR AN ARC LENGTH OF 7.60 FEET, SAID CURVE HAVING A CHORD 6 ING OF S46° 28' 01'W FOR 6.89 FEET; 4) THENCE 802° 57' 02 FOR 12.14 FEET; 5) THENCE S22° 32' 46'W FOR 26.79 FEET; 6) THENCE S05° 17' 28'W FOR 16.62 FEET; 7) THENCE S14° 33' 22'W FOR 18. FEET; 8) THENCE 807° 07' 20'W FOR 46.52 FEET; 9) THENCE S02° 39' 54 "E FOR 26.13 FEET; 10) THENCE S11° 27' 55 "E FOR 9.33 FEET; 11) THENCE S03° 55' 51"W FOR 16.94 FEET; 12) THENCE S15° 09' 09 FOR 13.90 FEET; 13) THENCE S07° 33' 30'W FOR 7.72 FEET; 14) THENCE 831° 12' 5 FOR 14.75 FEET; 15) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 12.00 FEET AND A CEN ANGLE OF 99° 15' 11" FROM WHICH THE 1US POINT BEARS S58° 47' 02 "E, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 20.79 FEET, SAID CURVE HAVING A CHORD BEARING OF 518° 24' 37 "E FOR 18.28 FEET; 16) THENCE S68° 02' 11"E FOR 4.44 FEET; 17) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A ! 1US OF 6.73 FEET AND A CENTRAL ANGLE OF 57° 05' 06" FROM WHICH THE IUS POINT BEARS 533° 25' 31"W, THENCE RIGHT ALONG SAID CURVE FOR AN ARC LENGTH OF 6.71 FEET, SAID CURVE HAVING A CHORD BEARING OF S28° 01' 56"E FOR 6.43 FEET; 18) THENCE S10° 34' 28 "E FOR 6.58 FEET; 19) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A ` y IUS OF 89.35 FEET AND A CENT ANGLE OF 34° 25' 13" FROM ICH THE RADIUS POINT BEARS N89° 41' 32 "E, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 53.68 FEET, SAID CURVE HAVING A CHORD B ING OF S17° 31' 04 "E FOR 52.87 FEET; Page 4 20) THENCE S33° 05' 28 "E FOR 51.02 FEET; 21) THENCE S30 08' 44 "E FOR 51.48 FEET; 22) THENCE S39° 10' 44 "E FOR 68.51 FEET; 23) THENCE S36° 43' 24 "E FOR 31.32 FEET; 24) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 290.17 FEET AND A CENT ` ANGLE OF 44° 11' 01" FROM WHICH THE RADIUS POINT BEARS N56° 01' 39 "E, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 223.76 FEET, SAID CURVE HAVING A CHORD BEARING OF S56° 03' 52 "E FOR 218.26 FEET; 25) THENCE S81° 27' 48 "E FOR 127.43 FEET; 26) THENCE TO THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A ~ s 1US OF 1550.60 F AND A CEN r ,L ANGLE OF 05° 1 9' 25" FROM WHICH THE RADIUS POINT BEARS N05° 19` 30"E, THENCE LEFT ALONG SAID CURVE FOR AN ARC LENGTH OF 144.08 FEET, SAID CURVE HAVING A CHORD BEARING OF S87° 20' 13 "E FOR 144.02 FEET; 27) THENCE 807° 36' 22"W FOR 236.51 FEET; 29) THENCE N20° 13' 04 "E FOR 20.00 FEET; 30) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A RADIUS OF 839.00 FEET AND A CENTRAL ANGLE OF 88° 56' 49" FROM ICH THE RADIUS POINT B r S N19° 38' 45 "E, THENCE RIGHT ALONG SAID CURVE FOR AN ARC LENGTH OF 1006.00 FEET, SAID CURVE HAVING A CHORD B +:ING OF N35° 52' 51"W FOR .39 FEET; 31) THENCE NO1 ° 24' 25 "W FOR 25.81 FEET; to a point on the south side of said parcel 4 32) THENCE N89° 59' 36 "E FOR 214.69 FEET, TO A 'POINT AT THE SOUTH EAST CORNER OF SAID PARCEL 4 AND THE TRUE POINT OF BEGINNING, THE AREA BEING 3.932 ACRES. 28) THENCE TO THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A RADIUS OF 85600 FEET AND A CENT ` ANGLE OF 12° 03' 11" FROM ICH THE RADIUS POINT B S N07° 36' 22 "E, THENCE RIGHT AL SAID CURVE FOR AN ARC LENGTH OF 180,07 FEET, SAID CURVE HAVING A CHORD B ING OF N76° 22' 03'W FOR 179.74 FEET; DESCRIPTION PREPARED BY KENNETH P. MOORE PLS 4916 EXPIRES 12 -31 -12 DATE 3 -10-11 Page 5 CA. ......... 1111 moi IWECIIP:01 1111 11 ewir1 0 0 7 '7 1 ns Mil 1100011112iplatdilti 11,54 .mum m u. 2 11. 4ULW S lr 10 .r,xhibit C Kinv Lease rp pp_ Ground Le;zsep, serlp De ' tion Recordin Recordin Affected Date No. Parcel(s) 1. Mernorandum ofd between San Mateo Count Au 3 1 09-117086 A B C� Harbor District and the Cit of South San Francisco 2009 D-1 D-2 to as lessor, and San Francisco Ba Area Water and Emer Transportation Authorit as lessee. remainder Parcel I 2. Memorandum of Ground Lease between San Mateo Januar 3, 00-000329 A Count Harbor District as lessor, and Raiser 2000 Resources, LLC, as lessee. 3. Lease between the San Mateo Count Harbor District, 7 N/A N/A B as lessor, and O Point Villa Ltd., as lessee, dated Januar 3, 1985, includin the followin Exhibits attached thereto--, 0 Exhibit A.- Le description and drawin of Parcel B 0 Exhibit B.: Desi Criteria for Construction b Lessees of the San Mateo Count Harbor District - 1980- and 4 a Exhibit C.- O Point Marina Specific Plan, dated September 1983, as approved b the Cit of South San Francisco on September 7, 1983, Resolution 124-83. Abstract of the Ground Lease between San Mateo April 10 87052593 B Count Harbor District, as lessor, and O Point 1987 Villa Ltd., as lessee, dated Januar 3, 1985. South San Francisco Park Recreation and Parkwa December 27, 85138852 B and D District Cit of South San Francisco, State of 1985 85138854 Califamia, Resolution No. RPD-5 approving 85138855 Amendment to O Point Marina Leases, dated October 23, 1985 and Amendment to Leasehold A for Parcels B and D at O Point Man"na/Park. Assi of Lease between O Point Au 29, 89113866 B Villa Ltd., as assi and Chin Investment 1989 a Compan of San Francisco, as assi dated Au 25, 19894 Assi and Assumption of Lease between Chin October 3 I!P 96-134637 B Investment Compan of San Francisco, as assi 1996 and John E. Kin as assi dated October 17, 19916. 1 1 Consent to Assi ent and endment of the Parcel N/A B Ground Lease, dated February 5, 2009, by and b een the San Mateo Co ty Harbor District, as gro d lessor, and Oyster Point LLC, as assignee. Assi u ent and Ass ption of Lease between John E. April 25, King, d/b/a Oyster Point Village Limited, as assignor, 1997 and Oyster Point Village, as assignee, dated April 15, 1997. General Conditions used by the Harbor District as of N/A the date of the Parcel B Gro d Lease. Joinder Parcel B Gro d Lease, dated May 27, 2009, N/A by the City of South San Francisco and the South San Francisco Recreation and Park District. Site Locations Lease Assi i ent by Oyster Point Village, LTD by Oyster Pointe Village Assoc., Inc. as lessor, and Al e B. and Cynthia G. F er, HI, as lessee. Ground Lease betw - the San Mateo Co ty Harbor District, as landlord, and Oyster Point Inn II, LLC, as tenant, dated December 31, 1998. Exhibit A: Leasehold Description of Parcel C endment to Gro d Lease between the San Mateo N/A Co ty Harbor District, as landlord, and Oyster Point Inn 11, LLC, as tenant, dated as of March 15, 2000. Joinder by the City of South San Francisco and the N/A N/A South San Francisco Recreation and Park District, dated April 5, 1999. M- orandum of Ground Lease Agre ent and endment thereto b een the San Mateo Co ty Harbor District, as landlord, and Oyster Point I II, LLC, as tenant, dated as of April 11, 2006. Consent to Assi ent and endment of the Parcel C Gro d Lease, dated Feb 5, 2009, by and between the San Mateo Co ty Harbor District, as gro d lessor, and Oyster Point LLC as assignee. sf Joinder Parcel C Gro d Lease, dated May 27, 2009, by the City of South San Francisco and the South San Francisco Recreation and Park District. * Per previous 2008 prell a a ary report, doc ent also affects Parcel D-1. This preli by the March 29, 2010 updated pre a a ary report, which does not include this doc 8 May 19, 1986 86054025 April 12, 06-054049 2006 N/A N/A 11 97-048936 N/A N/A ary report s superseded ent as an exception. 6. Lease between the San Mateo Count Harbor District N/A N/A DNNNI and the Cit of South San Francisco, as lessors, and han Development, Inc., as lessee, dated September 14, 1989 includin the followin Exhibits attached thereto * Exbibit A: Desi Cn'ten'a for Construction b Lessees of the San Mateo Count Harbor District - 1980 and * Exhibit B: O Point Marina Specific Plan, dated September 1983, as approved b the Cit of South San Francisco on September 7, 1983, Resolution 124-83. Memorandum of Lease between the San Mateo Count October 13, 89137949 DI-I Harbor District and the Cit of South San Francisco, as 1989 lessors, and Inn Development, Inc., as lessee, dated September 13,1989, MINIMIZE Letter A between the San Mateo County N/A NF/A 13-1 Harbor District, as lessor, and Inn Development, Inc., as lessee, dated September 13, 1989. First Amendment to Lease between San Mateo Count N/A N/A D- I Harbor District and the Cit of South San Francisco, as lessors, and Inn Development, Inc., as lessee, dated March 4. 1992. Assi and Assumption of Lease between Inn April 25 97-048940 DNNNNI Development, Inc., as assi and O Point 1997 Marina Inn, as assi dated April 3, 1997. General Conditions used b the Harbor District as of N/A N/A DNNNN'l the date of the Parcel D- I Lease. Consent to Assi and Amendment of the Parcel N/A N/A D I 13- 1 Ground Lease, dated Februar 5, 2009, b and between the San Mateo Count Harbor District, as g round lessor, and O Point MV LLC, as assi Joinder Parcel D- I Ground Lease, dated Ma 27, 2009, N/A N/A D-i b the Cit of South San Francisco and the South San Francisco Recreation and Park District. 7. Abstract of Lease between San Mateo Count Harbor Januar 9, 85002685 D-2 District as lessor, and O Point Villa Associates, 1985 Inc.,, as lessee. 8. Lease and Manag- ent Agreement between the San Mateo Co ty Harbor District, as lessor, and Steve Duguay and V.I.P. Marine, Inc., as lessees, dated July 1, 1986, including the following Exhibits attached thereto: Exhibits A - A-5: Legal descriptions and dra Parcels E, E- I, E-2, E-3 and E-4; 11 gs of Exhibit B: Design Criteria for Construction by Lessees of the San Mateo County Harbor District - 1980; and Exhibit C: Oyster Point M. .na Specific Plan, dated September 1983, as approved by the City of South San Francisco on September 7, 1983, Resolution 124-83. Assi ent of Lease and Consent of Landlord between the San Mateo Co ty Harbor District, as landlord, and Steve Duguay and VII). M. 'ne, Inc., as tenants and assignors, and California Co erce Bank, as bank and assignee, dated November 4, 1988. Assi ent between V.I.P. M. 'ne, Inc. and Steve Duguay, as assignors, and Su it M. sne Corporation, as assignee, dated December 7, 1989 Assi u ent of Lease Agreement between SM Realty, Inc., fo a erly kno as S it M sne Corporation, as assignor, and M. ne Collections, LLC, as assignee, dated March 5, 2001, General Conditions used by the Harbor District as of the date of the Parcel E, E-1, E-2, E-3 and E-4 Lease. s Consent to Assi ent and endment of the Parcel E, E-1, E-2, E-3, and E-4 Ground Lease, dated February 5, 2009, by and between the San Mateo County Harbor District, as ground lessor, and Oyster Point LLC, as assignee. Joinder Parcel E, E-1, E-2, E-3 and E-4 Gro d Lease, dated May 27, 2009, by the City of South San Francisco and the South San Francisco Recreation and Park District. D b 8, 1988 N/A N/A N/A Dec- b 8, 1988 March 16, 2001 March 16, 2001 88167037 88167037 01-033858 E, E-1, d E-2, E-3 01-033859 and E-4 N/A N/A N/A E, E-1, E-2, E-3 and E-4 E, E-1, E-2, E-3 and E-4 01-033858 E, E-1, and E-2, E-3 01-033859 and E-4 E, E-1, E-2, E-3 and E-4 E, E-1, E-2, E-3 and E-4 E, E-1, E-2, E-3 and E-4 sf-2948813 10 Parcel B Pro s ert THE L D REFERRED TO HEREIN BELOW IS SITUATED IN THE C OF SOUTH SAN F CISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: A Portion of Parcel B, as sho on that certain Map entitled, CEL MAP BEING A SUBDIVISION OF LANDS SHO ON THAT RECORD OF SURVEY FILED IN BOOK 8 AT PAGE 22 ALSO IN THE DEED DESCRIBED IN BOOK 1462 O.R. 2 AS FILED IN THE RECORDER'S OFFICE AT S MATEO COUNTY, SO SAN F DISCO, SAN TEO CO TY, CALIFORNIA ", filed in the office of the R girder of the Co ty of San Mateo, State of California on Jan 9, 1985 in Book 55 of Parcel Maps at pages 61, 62, 63 and 64, des 'bed as follows: sf-2948813 South 03' 59' 29" East 144.00 feet; South 41' 00' 31" West 82.07 feet; South 48° 59' 29" East 78.00 feet; South 41' 00' 31" West 132.00 feet; North 48° 59' 29" West 50.00 feet; South 55° 39' 25" West 82.51 feet; Legal Descriptions BEG ING at a point fry , which the most Northerly comer of Parcel B, as sho on that cent : Parcel Map described above, bears North 3° 59' 29" West 100.00 feet; thence from said point of begi ing the following 6 courses and distances: Thence, 2.00 feet along the arc of a non - tangent c e to the right, the chord of which bears North 32° 12' 14" West, with a radius of 1,28 0.00 feet and subtending a central angle of 00° 05' 22 ", to a point of tangent reversing curvature; thence 50.26 feet along the are of a curve to the left with a radius of 399.29 feet and subtending a central angle of 07° 12' 44 "; thence non - tangent, North 33° 51' 19" East 10.43 feet; thence 55.00 feet along the arc of a non- tangent e to the left with a radius of 409.29 feet and subtending a tral angle of 07° 41' 58 ", the chord of which bears North 43° 28' 19" West; thence North 03° 57' 25" West 299.01 feet to a point on the Southeasterly line of Oyster Point Boulevard; thence North 40° 52' 20" East 49.00 feet; thence South 49° 07' 40" East 101.85 feet; thence North 86° 00' 31" East 151.99 feet to the point of begi g. APN: 015- 010 -600 (portion), 015 -190 -190 (portion) Parcel C Property THE L REFS D TO HEREIN BELOW IS SITUATED IN THE CITY OF SO SAN F CISCO, CO TY OF S; MATEO, STATE OF CALIFORNIA D IS DESCRIBED AS FOLLOWS: 11 -182- Parcel C, as sho on that cert ` map entitled "Parcel Map, Being a Resubdivision of Lands She on that Certain Map Entitled, Parcel Map Being a Resubdivision of Lands Shown on that Record of S ey Filed in Book 8 at Page 22 and Also in the Deed Des 'bed in Book 1462 O.R. 2, as Filed in the R rd er's Office at San Mateo County, South San Francisco, San Mateo Co ty, Califo 'a," filed in the office of the County Recorder of San Mateo County, State of California, on January 9, 1985 in Book 55 of Parcel Maps at Page(s) 61 through 64, inclusive. APN: 015- 010 -260 APN: 015 - 190 -190 (portion) Parcel D -1 Property THE L ' D REFS:.,. D TO HEREIN BELOW IS SITUATED IN THE CITY OF SOUTH S F CISCO, COUNTY OF S MATEO, STATE OF C IFORNIA , `D IS DESCRIBED AS FOLLOWS: Parcel "D-1", as shown on that certain map entitled "Parcel Map 89 -262, South San Francisco, San Mateo Co ty, California," filed in the office of the Co ty Recorder of San Mateo County, State of California, on May 23, 1989 in Book 62 of Maps at Page(s) 25 and 26. Parcel E Property THE LAND REFE D TO HEREIN BELOW IS SITUATED IN THE CITY OF SOUTH SAN F `: ,, , CISCO, COUNTY OF 5 % ':% TEO, STATE OF CALIFORNIA IS DESCRIBED AS FOLLOWS: APN: 015 -010 -060 (Portion), 015-010-600 (Portion) sf 2948 8 t 3 12 -183- Parcels E, E -1, E -2, E -3' and E -4, as shown on that certain map entitled, "Parcel Map, Being a Resubdivision of ds Sho on that Record of S ey Filed in Book 8 at Page 22 and Also in the Deed Des 'bed in Book 1462 O.R. 2 as Filed in the Recorder's Office at San Mateo County, South San Francisco, San Mateo County, California," filed in the office of the County Recorder of San Mateo County, State of California on January 9, 1985 in Vol e 55 of Parcel Maps at Pages 61 to 64 inclusive. RECO Morrison & Foerster LLP 425 Market Street San Francisco, California 94105 Attn: Zane Gresh , Esq. THIS MEMORAND OF DISPOSITION D DEVELOPMENT AGREEMENT ("M orand "), dated as of , 201 is executed by and ong Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Agency"), The City of South San Francisco, a municipal corporation ("City"), and Oyster Point Ventures, LLC, a Delaware li sted liability company ("Developer"). Agency, City and Developer, together with their respective successors and assi is s, are hereinafter sometimes ref ed to collectively as "Parties", and individually as a "Party." sf-2948813 1 MEMO ING REQUESTED BY EN RECORDED of M-1 orand of Dis • osition and Develo I ment Ai • (Space above this line for Recorder's use only) DUM OF DISPOSITION AND DEVELOPMENT AGREE NT T The Parties do hereby acknowledge that: 1. M- orandum of Disposition and Development Ay - ent. That - ain Disposition and Development Agra a ent was entered into by and ong Agency, City and Developer on , 2011 (the "DDA"), which DDA relates to that c . in land located in the City of South San Francisco, County of San Mateo, State of Califo 'a, more p. 4 described on Exhibit A (the "Property"). 2. Purpose. The sole purpose of preparing and recording this M orand is to give notice of provisions in the DDA p uant to which each Party has certain responsibilities and obligations with respect to the development of the Property. In the event of any conflict between the te s of this M sor. d on the one hand, and the t- s of the DDA on the other hand, the te s of the DDA shall control. TO: Exhibit 2.2 13 WITNES SETH: ent Memo 3. Other Provisions. The other provisions of the DDA shall be as provided in the DDA, which, by this reference, is incorporated herein. 4. Cdunterparts. This M orandum may be executed and delivered in any n ber of co a terparts, each of which so ex ted and delivered shall be d ed to be an original and all of which shall constitute one and the s. e ins ent. of DDA EXECUTED by the Parties as of the date set forth on the respective acknowledg = ent pages attached hereto, and effective as of the date first written above. DEVELOPER OYSTER POINT VENT S LLC a Delaware led liability company sf -2945 5 13 By: SRI Nine Oyster Point LLC, a Delaware limited liability company, its Managing M ber By: N e: Its: By: SIBS Oyster Point, LLC, a Delaware limited liability company, its Member By: Its: 14 [Signatures continue on following page] e r ill 1 1' t 1 DA AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH S a public body, corporate and politic By: N CITY N ATTEST: sf 813 Executive Director ST: Agency Secretary APPROVED AS TO FO Agency G OF SOUTH a m i cipal corporation City Manager APPROVED AS TO FO y: eral Co CISCO, By: City Clerk City Attorney 15 CISCO, Memorand 1101* sf-2948813 E 'bit 2.5.1 Description of Property Subject to Developer's Right of First Refusal 16 Memorand o DDA (-) 121 1:6 try w a W Ci w j L- F- W CO Col a � Cr CD Q. Et Illlllmlluuuuu 1,1,ii, ■illuum illuuuuuuum r og N 44 a -188- i RECO t ING REQUESTED BY D WHEN RECORDED RET [ TO: Morrison & Foerster LLP 425 Market Street San Francisco, Calif° a 94105 Attn: Zane Gresh , Esq. sf- 2948813 M - orandum of Right of First Refusal (Space Above for Recorder's Use) MEMO DUM OF RIGHT OF FIRST REFUSAL THIS MEMO DUM OF RIGHT OF FIRST REFUSAL ( "Memorandum "), dated as of , 201 (the "Effective Date "), is executed by and ong Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ( "Agency "), The City of South San Francisco, a m icipal corporation ( "City "), and Oyster Point Ventures, LLC, a Delaware li 'ted liability company ( "Developer "). Agency, City and Developer, together with their respective successors and assigns, are hereinafter sometimes ref ed to collectively as "Parties ", and individually as a "Party." All initial capitalized t used herein but not herein defined shall have the meaning ascribed to such to s in the DDA (defined below). The Parties do hereby acknowledge that: Exhibit 2.5.3 WITNESSETH: 1. M - orandum of Rid t of First Refusal. Pursuant to that certain Right of First Refusal (the "Right of First Refusal ") contained in Section 2.5 of that certain Disposition and Development Agr - ent entered into by and ong Agency, City and Developer on , 2011 (the "DDA "), City and Agency have granted to Developer and its successors and assigns a right of first refusal to acquire cert ' real property situated in the City of South San Francisco, Co ty of San Mateo, State of California, more p ' cularly described on Exhibit A, together with all • prov ; ents located thereon (the "Property "), for the p . ' od co encing on the date hereof and expiring upon the earlier to occur of (1) the issuance of a certificate of occupancy for the last building to be constructed in Phase IVD of the Developer Project, and (2) twenty (20) years after the Effective Date (the "Expiration Date "). 2. Purpose. The sole purpose of preps ; g and recording this M orand is to give notice of the Right of First Refusal as set forth in the DDA, and is subject to all the t s conditions and provisions thereof, In the event of any conflict between the t s of this 17 -189- Memorand of DDA M- orandum on the one hand, and the te s of the DDA on the other hand, the te s of the DDA shall control. 3. Other Provisions. The other provisions of the Right of First Refusal shall be as provided in the DDA, which, by this reference, is incorporated herein. 4. Counterparts. This Memorandum may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be de ed to be an original and all of which shall constitute one and the same ins u ent. EXECUTED by the Parties as of the date set forth on the respective acknowledg pages attached hereto, and effective as of the date first 'tten above. DEVELOPER OYSTER POINT VENT S LLC, a Delaware li i led liability company sf-2948813 By: SRI Nine Oyster Point LLC, a Delaware limited liability company, its Managing M ber By: N : Its: By: SKS Oyster Point, LLC, a Delaware li sted liability company, its Member By: e : Its: [Signatures continue on following page] 18 0 ent 110 AGENCY REDEVELOPMENT AGENCY OF THE CI OF SOUTH S a public body, corporate and politic By: ATTEST: By: Agency Secretary APPROVED AS TO FO By: Agency General Co sel CITY a municipal corporation By: N •: ATTEST: CITY OF SOUTH S sf Executive Director City Manager APPROVED AS TO FO CISCO, By: City Clerk By: City Attorney 9 CISCO 0 D A E IBIT A PROPERTY DESCRIPTION 20 DA Exhibit 3.2A Description of Phases of Redevelopment Protect 21 rid u of DDA kt ............. " 111 1111, ,,, , •0•., ° I ; 474 " 011 H rn 111° ,111111 11111101,01, ,, 111111111 .1.40.3111111100000.11 N.1111111111 1 10 H LLJ w Li .1111111111111 1111111111 1111111111111. ,............. U1.1 1000 11111111111111 1 Er 11111111111111, 0 0 JJ LLJI 1111111111111., 111.1 0 111„,1„„1 cc "D Lid 0 ..1111111 111111111 1 1 1 1 1 1 1 1 1 1 1 1 1 1111.111111111111111 1 1 1 111 1111'1,.1111111111 1111 11 1 111111 1 111 1 111 1 11 1 11 11 1 111 11111 1 11 1 111 11 1 1 1 1 1 1 11111111111111111 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 110 11111111,, ,,,,IIIIII, 11111111111111111100011111111111111111111 101111111 0 1 '111' 11 1 1 1 1 1 1 ' 11,11, 1 1 ,1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1110V 11111111111111111111111111111111111111111 1 111111111.11111111.1111 1 , 100 ,,,, 110 . ,,,1 11111111 11111111111111111 toollootoolt 1 .111111111114 ILL IN .1 0 1...111...1 00,0=0 -194- .1 ,00:0:1111.1„. , 44— 4 00 44 Exhibit 3.2B Estimated Pro ect Schedule This Exhibit sets forth the Parties' reasonable estimates of project milestones, based on each Party's good- faith, diligent pursuit of their respective responsibilities, in compliance with applicable law. These milestones include the it s listed below, for illustrative purposes only 1. Initiate preparation of EIR and project entitl ents: Third quarter 2009 2. Complete enviro ental review and Ag cy and City approval of project entitlements: First quarter 2011 3. Approval and execution of Disposition and Development Agre ent to govern transfer of the King Leases and Conveyed Property: First quarter 2011 4. Projected date for exchange of interests in King Leases and Conveyed Property purl to Disposition and Development Agre ent: Second q „ er 2013 5. Projected establishment of a co 'ties facilities district and issuance of Mello -Roos Bonds: Second quarter 2013 6. Projected date to co ence construction of Phase I Improvements: Third q ;, • er 2013 The Parties recognize that despite their respective diligent good faith efforts, the achievement of these milestones is subject to circumstances and actions of others beyond their respective reasonable control, such as actions by other gove ental agencies, market conditions, financing, and other business and economic factors, and that such cir stances are taken into account in the DDA and DA. This estimated schedule does not affect the Parties' rights or r ,, edies under any t °:: nation provisions that are included in the DDA and DA. sf- 2948813 sf-2948813 Exhibit 3.2.1 Phase IC Site and Infrastructure Improvements: Description . d Cost -196- EXHIBIT 3.2.1A: Street and Utilities at Hub The designation "Streets and Utilities at Hub" refer to the components listed below located along the new portions of Oyster Point Blvd and Ma la Blvd directly adjacent to Phases I and II of the Developer Project. To allow for the desired configuration of parcels, portions of Oyster Point Blvd and Ma la Blvd and related utilities will be relocated. The construction of the new streets and utilities includes the following components: (a) temporary roads (b) grinding and off haul(if necessary) of existing paving (d) import/export soil (e) fine grading and compaction (f) road base (g) asphalt paving and striping (h) concrete curbs, gutters, sidewalks, and landscaping on each side of roadway (i) aggregate base at curbs and sidewalks (j) islands with associated topsoil and curbs (k) traffic signalization and sii. age (1) electrical road and sidewalk lighting (m) temporary utilities (n) sto sewer (drain piping, catch basins, outfall interceptors, oles and b cuts) (o) sanitary sewer (piping, forced main, and manholes) (p) domestic water line (q) fire service stubs and hydrants (r) gas lines (s) joint utility trench with electrical prim conduits and pull boxes and telecom conduits A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and be modified when construction dra a gs are prepared. six 1n111111111 vi gO z �i s C t ° 06 co =7:12 t.; 3 s 1 elm ot .F, v. A II i iff°14, I lah rad lib 1 Jitt: MBp m11 11 1 .11 11, 1111 1 '1'111'11 1111 1 ,1,1,1 ',11'111'111'11 ' 1111 „11,111, 11111111111111111111111111 1. 11 11111 1 1111 1 , 1 1 , 1 1 , 1 : 1111 '1111 [1111 1111 1111, 1 , 1 11 1 1 1 1 ,11 111 111 11.11111 111111111111111 1111111111111111111 11111111111111111111111111111111,111111111111111111111111 1111111111111111111111111111111E11111101111111111111111111 M111 1111111,11 r! 111111111111111111111111111111111111111111111.11111111111111111111111111111111111111111111111111111111111111111110111 ifi""In 0 1111111111111 111111111111111 - 111111111110111111111111111 II II 1111 I -199- 111111111111 11111,ME11111 ,,, 11,1111111....111111111,111111111111111111111111111111 • 11 11111111 1 1 01 1111111 , 11111111111101 1111 1 111111111111111111111111111111111111111111111111111111111111111111111 11111111111111111111 1111111111111111 11fill1M1101111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 111111111111111111111111111 11M111111111fillM11111111111111 M111111111 111111111111111 Hathawa OYSTER POINT BUSINESS PARK 01, 4 ilT idp YEARS . OF 71 1 Printed on.-WIM011 Sheet 5 of 22 2011-03-16—Sources and Usee+Lin,61heirn 11P111 = 111 I LI 14111111114611 101 W-1 14 f44kt1 1F !" EXHIBIT KEY SYS CS1 DESCMP710N Q U U/P EXT DIIAGRM NOTE -------- ----- g ull + o point intersection - reconfi of sensors/e ------- -------- ------ i11 1 ill © 1 i1+ � � ill l!1 1 �`# � ..r ►-,�. . `� fyf 1 X11 111 1 1`i si re b firture phase phase estimate Ion*" i ® 1 k .. 111 1 # MT 1.11 1 11 pavin WW a base - o point and marina boulevard - hub MTM 'Akwi 6�_WJ1' 6 # # 1 411 M ON m 0 a base - cit sidewalk ------------------ 1 # f1 a base at curbs 11 111 sediment basin a.a. sw► ►► contmis -see section 02200 ------------------ OEM# 1 1 Installation of sw►pp controls - see section 02200 INUM straw waddles ...................... . �WA 1 #1 1 1 . . . ............ . ............... straw blankets VIM R-1 � ............................................................................ ............................................................. . ....................... . .. . .................................. . ............................................................................ filter fabric 111111111111111FIR lialriti-I -- WWI Naga rM.T."I 177". , [kr.►. summer maintenance a.o. best mam practices ---------- 144#111#1 storm drain pipin - hub 1 F 1. 1 1 + t M � 1 l i1 1 1 1 1 1 ' � l 1 4 ,11 storm rainma es- outfall Interceptor sanitar pipin - hub ........... forced main - allowance for con I - — --------------------------------------- - - - -- Ili !1 ylf T 1 1 19 E & Q 7-9, 7-M M. 1 Is .......... i 1 connection and settlement vault at each building � - i 11 ti 1 11 ^� 111111111111IFF41 FT domestic water line - hub ------------------- 1 1F JM a It a W WI � 1! 1! __ �1 f11 p s line - - 7trench arW baddlill for 16 Iii ne trainich ------------------ - Q Or 7 secondar conduits/ settlement vault electrical road and sidewalk li - hub electrical road and sidewalk li - marina boulevard ------------------- --- - - ---- telecommunications- 6 ea x 4" in j oint trench 1 1 1 1 .. . .'. �� :r .l � � 41 1,i1 # i1 11 1 1 1 1 i �- r ` 1 1 � 1 1 planted arms - hub 1 4i Printed on.-WIM011 Sheet 5 of 22 2011-03-16—Sources and Usee+Lin,61heirn 11P111 Hatha Di 'ddie YEARS OF kJ Of OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL 2/25/2011 (revised 3/15/2011) 2010 02900 planted areas - marina b road striping - Stre and Lid Sties at Hub 35,000.00 EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE Printed on:3/1 0 11 General Conditions and Markups - 19% GC Bonds 0.75% Subtotal - CONSTRUCTION HARD COSTS Soft Costs - 20% -202- UIP EXT Sheet 6 of 22 2011 s and Uses+Line Item $ 1,267,273 59,528 $ 7,996,660 $ 1,599,332 T 9,595,992 1 ibi .xls "Streets and Utilities to Point" refers to the components listed below located to the east of the Phase I property line, adjacent to the recreation fields, hotel site and m. parking extending to the existing traffic circle on M: I a Blvd next to the yacht club building. To allow for the desired configuration of parcels, portions of M. sna Blvd and related utilities will be relocated. The construction of the new streets and utilities includes the follo g components: (a) temporary roads (b) grinding and off haul(if necessary) of existing paving (c) grading (including necessary refuse relocation and clay cap modification associated with roads and utilities) (d) import/export soil (e) fine grading and compaction (0 road base (g) asphalt paving and striping (h) concrete curbs and gutters on each side of roadway roadway (0 aggregate base at curbs and sidewalks (k) traffic si (1) electrical road and sidewalk lighting (m) temporary utilities (n) sto 1 sewer (drain piping, catch basins, outfall interceptors, manholes and curb cuts) age (0) sanitary sewer (piping, forced main, and manholes) (p) domestic water line (q) fire service stubs and hydrants ) gas lines (s) joint utility trench 'th electrical prim conduits and pull boxes and telecom conduits. A depiction of these improvements as well as quantities and cost estimates are included in the follo 'ng pages. These quantities, scope of work, and costs es II ates were prepared based on conceptual plans and will be modified when construction drawings are prepared. IBIT 3.2.1B: Streets and Utilities to Point -203- landscaping on south side of -204- 11111))111111111111111111111111111111111111 " jq ,01 4 tht 0,04- .. :000• • 0: 00„:0 - -205- 11111111111111111111111111111111.1111000111111111111110011=.0.0 11111.200.111011.101111111111.01111111 111111111 ,2011111.L 11111111111r111111111111,11,11111111.111111711111111110111!11111111110000111101.111IIIIIIIIIIIIII70, 11111111 0 0000 0 1 , -206- 11111101110.111111 1111111111111111111111111111111111111111111111100011111111111 1111111111111111111111111111111.111111111111111111111110111111111 3L: M0011111111111 1111111111111111111 1111111111111111111111111111111111111111111111 ' IIIIN.01111111111111111110111111111111111111111111111111111111111111111111111111111 11111111011111111 Hathawa OYSTER POINT BUSINESS PARK 0 YEAP-1; OF 6a Dinwiddie su"AAG SHO?6EUSTEVV I SIKS 1'VVF21rt%Wiz; Piffird-ed on :311812011 Sheet 7 of 22 2011-03-16—Sources and Uses +Una II em ErMibift,xis 5411MI I I Z I 4Fk1 4 i I P1 zi VA I All Irf ALim.-W71 is E 110CHISIT KEY SYS CS1 DESCRIPTION Q U U/P EXT -1 DIAGRAM NOTE WWI 1110110 ---------------- ' 1 1 1 ! # 1 � '. � . 1 ! 1 . 1 stockpile g rindin g - am. # 1 � 1# offhaul and dispos;e: g rindin g s - a,o. f �.. 1 !• ! ! 1 misc: sool rnaterial - eodstin on site - see other estimates place foundation layer r - - - - ---------- - - - - ------------------------ - - - - - - -- - ------------------------------- — f1 .1 111 ffm ME --------------- t � 1f# 1 !# r-. � 1 #f1 � -. ! 1 1# finegradet and compact: asphalt and flatwork areas ----------- - --- - - -- - - ---------- EM to � pavin and a - marina boulevard MIME= ` � #11 f 4i � �' li 111 # !# << �;, � rM - r � f � 1f 1 '' sediment basin L= - - - - ------------------ 2.0. svvppp controls -see seWon 0220D Installation of swppp controls se se ----------------------------- - � � 1I1 ! 1 � r - � � - - -31 f!! rock at entran - --- -- - ------------------- - - - - - - ----------- - summer maintenance - - - - --------- ---------- ao. best m practices storm drain pipin - boulevar 1 # 1 ,f! . .. � i1 !# ll,f sanitar plpin - marina boulevard n.r. forced main - marina boulevard - - -- ------------------------- sanitar - marina boulevard - mr. domestic water line - mar1na boulevard ---------------------------- ---- - -- - - - - ----- - - - ---------------- *4 V E=, 3.2.19-3 1 Nt ... ............... ....... ....... ............................. ............................. .... ... ............ ................................ ................................................ trench and backfill for j oint trench ...... ................... .................................................... ....... ......... ......... 202,651� electrical prim conduits MMM E-M 7jjjr.,T 11 electrical road and sidewalk 1� - marina boulevard telecommunications- 6 ea x 4" in j oint trench NEW"I. topsoil - planted areas - marina lllllllllll��A 1 1.19 1 1 ! 1 1 s - � � 1 curb and g utter Piffird-ed on :311812011 Sheet 7 of 22 2011-03-16—Sources and Uses +Una II em ErMibift,xis 5411MI Hathaway Dinwiddie EXHIBIT KEY SYS C5I DESCRIPTION DIAGRAM NOTE 3.2.113.2 1 2010 02900 planted ar, - marina boul r 3.2.113- 1 2010 02515 road striping Subtotal - 5 5 d Utilities to Point General Conditions and M GC Bonds - 0.75% Subtotal - CONSTRUCTION RD COSTS Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN /SKS INVESTMENTS LINE ITEM DETAIL 2/25/2011 (revised 3/15/201 I) p5- 19% 5,434,533 1 Printed on:3118/2011 Sheet8 of 22 2011-03-18_Sources and Uses+Line Item Exhibits.xls -208- Q U UiP EXT 23,812 SF 1 LS 12.00 $ 285,744 35,000.00 $ 35,000 $ 3,777,365 717,699 33,713 $ 4,528,777 905,755 EXHIBIT 3.2.1C: Clay Cap Repair at City Parcels IC: The eastern peninsula of Oyster Point was fo erly operated as a municipal (Class III) landfill s ing in the 1950s. The landfill was closed in the 1970s in k. ordance with the State of California Regional Water Quality Control Board (RWQCB) regulatory guidelines that gov ed at the time. This closure was completed prior to the adoption of California Code of Regulations Title 27, which c ently regulates Class III landfill closures. In J re 2000, the RWQCB issued Order No. 00 -046 which states that where new development is ply i i ed of a closed Class TIT landfill, a cap shall be placed on the landfill that meets the applicable post - closure maintenance requirements outlined in Title 27. In Feb 2009, Treadwell and Rollo issued a report entitled "Geotechnical Investigation of the Landfill Cover, Oyster Point : , dfill," which outlines modifications to the clay cap necessary to meet the requirements of Title 27. These modifications include increasin g the thickness of the Landfill Cover in approx'" a tely seven areas, increasing the thickness of the Low Hydraulic Conductivity Layer (clay layer) in approximately four areas, and reducing the pe eability of the Low Hydraulic Conductivity Layer in one area (this also could be accomplished by thicke g the clay layer). The prescriptive cap /cover desi ted in Title 27, Section 21090 for Class III landfills consists of the following layers, from top to bottom: • Erosion - resistant layer (via vegetative layer): at least one foot of soil that contains no waste and is capable of sustaining native or other plant growth 1 Low hydraulic conductivity layer: at least one foot of soil containing no waste or leachate and compacted to attain a hydraulic conductivity of l xl0 -6 cm/sec • Foundation layer: at least two feet of soil, con 1 f.: ted soil, incinerator ash, or other waste materials, provided that such materials have appropriate engineering properties to be used for a foundation layer for construction of the low hydraulic conductivity layer "Clay Cap Repair at City P els IC" refers to the improvements described above to be implemented on the City Property to the west of the Ferry T If part or all of the clay cap repair in the area described in this exhibit overlaps with the clay cap repair and landfill cover required for refuse relocation from the Developer Property as outlined in Exhibit 3.2.2A and 3.2.2D, then the landfill cover improvements in this Exhibit will no longer be necessary at the overlap areas as they will be included in the scope of this Exhibit 3.2.2A. At the t a of completion of landfill cover modifications, rough ding of the top of the Erosion - resistant layer should be coordinated to no more than 2.5 inches (0.20 ft) of finish as outlined in the final grading plan in the construction doc ents. A depiction of these improvements as well as quantities d cost estimates are included in the folio 'ng pages. These qu tities, scope of work, and costs estimates were prepared based on conceptual plans and be modified when cons coon drawings are prepared. i0000000000000000000000000000000000,0000000000001 0000000i0000000000000000l000;;;;;;;;;llIlo 000000,0001V0000000000000000000000000000000000000000000000000000000000= 10 11 ll000000000000000000000000000000000000000l000000000000000l00000l0000000000000000000lv00000ll lio.00l000000000000000000000000000000000llivilliilliiilliiii111111111111111110 ..... unununununun ', ,11 111 r I I 111111111111101111111111111111111111 II. III., 11111111111,11111111111111111111111111111111111111111,111111 1111111111111111111111111111111111111111111111111111111111111111111111111E111111111111111111111111111111111,1,11111111111111 1111111111111101111111111111111111 11111111111111111111111M11111111111111111 1111111111111111111111U.N11111111.,,,,,NNAlti11111111111111111111111111111111111111111111111111111111111111111111 1110 11,1110101111111111111411,11111111111111111111,1 —210— 'ffiffiffiffiffiffiffiffiffiffiffiffihiffiZoffirwUr,warsimmoniimmonnuirm MUD 'MI 1 .11111,1111n1 • 1111111111111111 MMI1111111111111M1111102111 11111111111111111111111111111111111111111111111111111111111111011111111111111111111111111111111111111111111111111111111111111111111111111111111 Hatha : y Dinwiddie OF WIG G era' Conditions and Markups - 19% GC Bonds - 0.75% Su - CONSTRUCTION HARD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE U UIP Clay Cap Re 3.11C 1 2000 02070 at City - -s Ph IC de + - surface im ants - see #20 repaving of city parking t 1 3.2.1C 1 3/.1C 2000 2000 02200 02200 3.11C 3.2.1C 2000 2000 2000 02200 mass grading - cut - coil landfill pro :don layer 02200 02550 repair clay areas place foundati . layer place • - ►'on layer replace surface im m ents - see #20 repaving of city parking 12,000 109,000 8,000 12,.000 ICY CY SF 4.25 2.00 CY 6,00 5.00 51,000 216,000 48,000 S 60,000 u . tal - Clay Cap Repair at City Pa Is Phase IC S 375,000 1,,, drd n, 1 Sheet 9 of 22 2017 -02 -2B Sou . s and Uses +LIne Ilt ui�i �i lmilll, ll'r ,,,, lll -211- 71,250 3,347 449,597 89,919 EXHIBIT 3.2.1D: Reconfiguration of Parkins at Marina Reconfiguration of Parking at Marina includes the parking lot north of the new Marina Blvd, east of the Beach/Park and west of the Ferry Te final. The work will include complete demolition of the existing parking lot and installation of new drainage, bioswales to treat sto water, asphalt paving, striping, landscaped parking islands, and lighting. Grading associated with clay cap modification under these parking areas is included in the improvements for Exhibit 3.2.1C A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction dra are prepared. al d T �.,e,•R R . E -213- 1 z I 6 Al i1 ir 1 1 3 si s iv �tli 1 mil gikil 111 t Wit gtb o !Amid EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE Q u UiP EXT loft' t ils ' Drina 3.2.1D 3/.1D 3.2.1D 3.2.1D 3.2.1D 3.2.1D 3.2.1D 3.2.1D 3.2.1D 3.2.1D 1 1 2 2 2 3 4 3 4 2000 2000 2000 2000 2020 2020 2010 2010 2010 2010 02070 02070 02070 02200 02600 02600 02230 02230 02900 02900 grind paving - existing parking Tots stockpile grindings - existing parking! offhaul and dispose grindings - 'sting parking Tots paving and rte base - parking parking lot drainage ical on grade parking lighting topsoil - pla d areas - parking island bios le soil planted areas - parking island planting - bioswale - 262,730 12,163 12,163 147,600 147,600 147,600 1,940 1,660 17,365 22,294 SF CY CY SF SF SF CY CY SF SF 0.50 5.00 12.00 $ 10.00 $ 1.00 $ 2.00 $ 95.00 $ 75.00 $ 12.00 $ 8.00 $ 131,365 $ 60,817 $ 145,961 $ 1,476,000 $ 147,600 $ 295,200 $ 184,300 $ 124,500 $ 208,380 $ 178,352 Subtotal • Reconfiguration of Parking Lot at M $ 2,952,475 Hatha . y Dinwiddie LuLtiptiz G al Conditions GC Bonds - 0.75% Su , ' tal - CONSTRUCTION RD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL 2/25/201 1 (revised 3115/2011) d Markups - 19% Printed Sheet 10 of 22 2011 -03 -16 Sou ' .s and Uses -Line Item Exhibits.xls -214- $ 560,970 $ 26,351 $ 3,539,796 $ 707,959 EXHIBIT 3.2.1E: Grading/Construction of Recreation Area Grading/Construction of Recreation Area includes fine grading and compaction as well as turf landscaping with a d base, drainage, and irrigation. Rough grading of this area is included in Exhibits 3.2.2A. A depiction of these provements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction dra are prepared. 1 1 111 t 11,!, 0.0,0000°' la. rut -216— 1111111111111. VI I 11111111111111111111110, N111111111111111111111111111111111111111111 IIIIT KEY SYS CSI DESCRIPTION DI NOTE Q U U/P EXT GradingjConstr ction of Rec 3.2.1E 3.2.1E 3.2.IE 3.2.1 E 3/.1E 3.2.1E 2000 2010 2010 2010 2010 2010 02200 02900 02900 02900 02900 02900 fin de and corn.- - rec fields drainage line sand - 7" stabilized sand - 3.5" sod irriggion 131,567 6,000 4250 2,125 SF LF TN TN 131,567 i s, 131,567 SF 2.00 22.00 0 0 95.00 1.00 3.25 $ 263,134 132,000 212,500 201,875 131,567 427,593 Subtotal Grading/ . ctlon of Re Area $ 1,368,669 Hathaway Di 'ddie VZAPS Z, CULL DWG General Conditi GCB. - 0.75% Su. Soft Costs - NSTRUCTION HARD COSTS OYSTER POINT BUSINESS PARK SHORENSTEIN /SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 d Markups - 19% Total' . 1,969,117 I Pei ad 11 Sheet 11 of 22 2011-02-28Sources and Uses+Line n ati" -217- $ 260,047 12,215 $ 1,640,931 328,186 104, EXHIBIT 3.2.1F: Demo/Gradin of Hotel Site Demo/Grading of the Hotel Site includes fine grading, compaction, and hydroseeding area. Rough grading of this area is included in Exhibits 3.2.2A. A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction dra are prepared. i If � V• y' r p fir.... ..�.. �. tl: .e -219- * UN Illlllllllllllllllllllllllllllllllllllllllll •lll•llllulii/� umtllYlll !lUdllu,. ��IIINIIfu uu v. DIE 11 , �(I 4 111 mama ik VOA Hathaway Diriw iddie YAKS or UILbING EXHIBIT KEY SYS CSI DESCRIPTION DIAL M NOTE ( U!P EXT f 3.2. I F 3.2.1F 3.2.1F 2 2 2000 2000 2000 2010 02070 02070 02200 02900 demo steel framed and tiltup buildings demo d booth finegrade and compact - hotel site hydroseed - hotel site 27,054 1 169,166 177,880 SF EA 5F SF 2.75 5,000.00 2.00 0.75 $ 74,399 5,000 338,332 133,410 Sub • - Demo /Grading of Hotel Site 551,141 General Conditions and M GC Bonds - 4.75% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL 21251201 1 (revised 3/15/201 1) ups - 19% Su tal - CONSTRUCTION HARD COSTS Soft Costs - 20% 104,717 4,919 660,776 132,155 l E 792,931 I I n'i lei n 17 011 Sheet 12 of 22 2011 -03-18 Sou s and Uses +Line Item ExhibiLs.xls EXHIBIT 3.2.1G: Landscapini of Beach/Park The Beach/Park area is a parcel of approximately 3 acres located to the north and east of the Oyster Point Blvd. and M. a Blvd. intersection. Improvements included in the Beach/Park are grading, finegrading and compaction as well as a landscaping allow ce, asphalt pa g at the bay trail with concrete seatwalls and lighting, and sand import at the beach area. A depiction of these I I provements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction dra 'ngs are prepared. -221 Id111 ,11 1111111111111111, 1111111111111111111111111111111111111111111111k, 1 „„„„„„„„„„„„„1 0 ,1 1 1,1 1 1 1;;00.001110 11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 00,1,1411111114,, 111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 40100000040100011100001010.0011 11110 I I, 1111111111111111111111111111111111111111111111111111111111111111111 1111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 1111111111 i 1111111111111111111111111111 1111111 1 ,00 , 0 011011011,, 111111111111111111111111.1101111111 111111111111 1111111111 11 1111110111 1111111.1.11111111111111111111111111111111111111111111111111111111111 0. 0 '111 •,,'' „ III : 0111 mmmmmmmmmummommmmmumiom.mosmom000m II 0111111111101111111111111111111..1111 1111111111111111111 —222— ,11 jo:pummmm9jmmmmrmmmoffio 1 1111111 1 111111 11 111111 MOM 11111 1111111111H 1 1 1111111111111111111,1111111111111111111111111111111111111111111111111111111111111111111111111111111111 " 111111111111111111111111111111111111E111111 1111 11 111 1 11) 1111 111111111111111111111 11111111111111111111111111111111111111111111 111111111110111111 offiffiffiffiffiffiffiffiffiffiffiffiffiffiffiffiffiffiffiffiffiffivoiiiiiiiiiiii Hatha y Dinwiddie 1 YEARS OF Ow NG IBIT KEY SYS CSI DIAG M NOTE DESCRI ON U uip 3.2.1G 3.2.1G 3.2.1G 12.1G 3.2.1G 31.1G 3.2.1G 3.2.1G 1 and 2 3 1 3 3 1 2 2 2000 2000 2000 2000 2010 2010 2010 2020 '02200 02200 02200 02200 02550 02900 02900 02600 ing of finegrade and compact - crescent park fin de and co - cr nt beach topsoil - t park bay trail - c t park bay 1 lighting - . eras - crescent park 87,585 33,174 6,490 2,460 1,590 69,721 17,864 25 SF SF CY TN LF SF SF EA $ 2.00 2.00 95.00 $ 175,170 66,348 616,550 impo conc d sand - 2e - seawall c landscaping - c cent park cent beach ent beach $ 5 65.00 125.00 12.00 12.00 6,500.00 159,900 198,750 836.652 214,368 162,500 S ubtotal - Ing of Beach/Park 5 2,430,238 Id Gen GC Bondi • 0.75% 11 Soft Costs - 20% and Markups - 19% S ubtotal CONSTRUCTION • D COSTS OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 1 Total 5 3,496,408 Sheet 13 of 22 2011-02-28_S u -223- 9 and Uses+ lin ... 461,745 21,690 $ 2,913,673 582,735 EXHIBIT 3.2.111: Landsca in at Ba Trail and Palm Promenade — Phase IC The "Palm Promenade" is a band of land east of the new Oyster Point Blvd. and north of Marina Blvd. that stretches to the west of the Ferry Te i 1. Improvements include new sidewalks, Canary Island Palm trees with sand/root bed/structural soil, drainage, irrigation, and landscaping between trees. Improvements at the Bay Trail consist of finegrading and compaction, asphalt paving of the trail with lighting, as well as a landscaping/topsoil allowance. There is an additional allowance for an improved co ection to the existing Bay Trail to the south. Also included is an allowance for two new restrooms which will be single -story structures modest in size and level of f 'sh. An allowance is included for improvements to the existing Bay Trail co ection running north - south across the Point between the future hotel site ..; d Phase III, The palm trees in the median on Oyster Boulevard west of the intersection of Ma a Boulevard are also included in the overall budget for this work area. A depiction of these ... provements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction drawings are prepared. -224 - N !� Hathaway Dinwiddie IV a L it G 32.1H 3.2.1H 3.2.1H 3.2.1H 3.2.1H 3.2.1H 3.2.1H 3.2.1H 02200 02550 02900 02900 02900 aggregate base - sid lks topsoil - 24" - bcdc topsoil - 24" - planted ar - palm promenade topsoil - . es - canary palms sid k - palm promenade land- •-:ping - bcdc 29,890 9,330 38,175 106,191 19,659 45,639 $ 4.00 $ 95.00 $ 95.00 $ 95.00 $ 8.00 12.00 12.00 12.00 235,908 547,668 3.2.1H 4 0001 01090 res • oms - city parking "iir R P �'l�'0: +5�� 1�r� N� °,'��� � � � '�b� �;� d 3.2.1H 4 0001 01090 el on pit incl incl 3.2.1H 4 0001 01090 fo d main ind incl 3.2.1H 1 2000 02200 finegrade and compact - bcdc 3.2.1H 2000 02200 finegrade and compact - palm promenade 3/. I H 2010 02900 ary palms - marina bout- r 3.2.1H 2 2010' 02900 sand r • t bed 3 .2. I H 2" 2010 02900 french drain 3.2_1H 3 2010'02900 canary palms - median 3 .2. I H 3 2010'02900 sand root bed - median 31.1H 3 2010'02900 french drain - median 31.1H 3 2010'02230 topsoil - t - canary palms - median 3 .2. I H' 5 2010! 2900 Allowance e for Improved Bay Trail Connection 3.2.1H 2020 02600 bay trail lighting - torchie - bcdc Su . ' :al - dscaping at Bay Trail and Palm Promenade Phase IC 125,850 SF 45,639 SF 2 EA $ 125,000 $ 250,000 2.00 $ 251,700 2.00 $ 91,278 11,000.00 $ 1,1; =,000 2,300 TN $ 50.00 $ 115,000 8 EA $ 11,000.00 $ 8B 350 TN $ 50.00 $ 17,500 300 LF $ 65.00 $ 19,500 10 CY $ 95.00 $ 950 I EA $ 468,491.00 $ 468,491 6,500.00 $ 234,000 $ 6,626,672 EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE Gen Conditions and M kups - 19% GC Bonds - 0.75% Subtotal - CONSTRUCTION HARD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 20 1 1 Total $ 9,533,859 I Printed on:3/6/2011 Sheet 14 of 22 2011 - 02 - 28 Sources and Uses +Line item Exhibitsxls Q U U/P EXT $ 1,259,068 $ 59,143 $ 7,944,883 $ 1,588,977 11116�a �nn VIII ^. imlmll6��llp�, 0 y � 1 NW I I II flu id 1111 ) dJ � "� : I i l II � lm r eP I ��11 VII 1 11111' III r 'Y., �u 10 �IuI;1. I I II �� II_LI"� �� " m� � � III f, x 2 x 2 '111111m tr II .=1.;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;E —227- nnpmmnpmmmmnmmmm_ 11 I W u sf-2948813 Exhibit 3.2.2 Phase ID Site and Infrastructure Improvements: Description and Cost EXHIBIT 3.2.2A: Clay Cap Repair at Conve ed Pro *„ ert The eastern peninsula of Oyster Point was fo erly operated as a m cipal (Class III) landfill starting in the 1950s. The landfill was closed in the 1970s in or ce with the State of California Regional Water Quality Control Board (RWQCB) regulatory guidelines that gov ed at the time. This closure was completed prior to the adoption of Califo 'a Code of Regulations Title 27, which c ently regulates Class III 1 dfill closures. In J e 2000, the RWQCB issued Order No. 00 -046 which states that where new development is p1 ed of a closed Class III landfill, a cap shall be placed on the landfill that meets the applicable post - closure mainte ce requirements outlined in Title 27. In February 2009, Treadwell and Rollo issued a report entitled "Geotechnical Investigation of the Landfill Cover, Oyster Point Landfill," which outlines modifications to the clay cap necessary to meet the requirements of Title 27. These modifications include increasing the thickness of the dfill Cover in approximately seven areas, increasing the thickness of the Low Hydraulic Conductivity Layer (clay layer) in approximately four areas, and reducing the pe eability of the Low Hydraulic Conductivity Layer in one area (this also could be accomplished by thickening the clay layer). The prescriptive cap /cover desi ted in Title 27, Section 21090 for Class III landfills consists of the following layers, from top to bottom: • Erosion- resistant layer (via vegetative layer): at least one foot of soil that contains no waste and is capable of sustaining native or other plant gro Low hydraulic conductivity layer: at least one foot of soil containing no waste or leachate and compacted to att , • a hydraulic conductivity of l x 10 -6 cm/sec • Foundation layer: at 1 , ✓ ✓ ✓;t two feet of soil, cont inated soil, incinerator ash, or other waste materials, provided that such materials have appropriate engineering properties to be used for a fo dation layer for construction of the low hydraulic conductivity layer "Clay Cap Repair at Conveyed Property" refers to all clay cap and landfill cover necessary to be implemented on the Developer Property and as a result of refuse relocation from the Developer Property as described in Exhibit 3.2.2D. Should the area of clay cap and landfill cover necessary as a result of refuse relocation from the Developer Property overlap with the landfill cover improvements shown in Exhibit 3.2.1B and 3.2.1C, then the landfill cover improvements in those Exhibits (3.2.1B and 3.2.1C) will no longer be necessary at the overlap areas as they will be included in the scope of this Exhibit. In the areas where refuse relocation from the developer's property onto the City property is req • ed, the developer will be responsible for restoration of clay cap and grading of the site or ing to ma construction drawings and consistent with the concep l plans and grading plan prepared by ROMA referenced in the Exhibit 3.2.1. This conceptual ding plan represents the ximum finish elevations as a result of the refuse relocation. Ac l finish elevations as a result of refuse relocation may be lower. The final construction plans will establish the exact elevations of the finished improvements. In areas of refuse relocation required by the developer, the developer will be responsible for grading of the site to be no more than 0.2 feet elevation of finish grades. Confo ance of this requirement is to be confi _ ed by the City within 30 days of completing the work. The developer will not be responsible for grading of the City's property in areas where refuse relocation is not ultimately required. This grading requirement will be utilized both in areas where no top soil wi i be imported as well as areas where there y be an import of up to 24 inches of top soil. At the conclusion of refuse relocation operation, the responsibility for site maintenance in its rough graded condition will be the developer's for maximum of three (3) months. It is anticipated that site improvements in Phase IC will co ence shortly after site grading has been completed. In the event of site improvements have not c© enced within three (3) months of completion of grading, the City shall reimburse the developer for the all ongoing costs after the initial three (3) months for i ; intenance on the City property. A depiction of these provements as well as quantities and cost estimates are included in the folio g pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction drawings are prepared. lllllllllll! "' -231- Hathaway Diriw iddie YEARS Or BUILDING EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE oQ V U!p EXT Clay C Poo 3.2.2A 3.2.2A 3.2.2A 3.2.2A 3.2.2A 3 I and 2 2 1 and 2 2000 2000 2000 2000 2000 02200 02200 02200 02200 02200 mist soil material - a sting on site - see other 'ma place foundation Iayer place clay cap - under parking place clay cap - refuse deposit area place prof on Iayer 56,910 223,200 545,000 28,455 CY SF SF CY 6.00 $ 2.00 2.00 5.00 *!* $ 341,460 $ 446,400 $ 1,090,000 $ 142,275 Subt . - - Clay Cap Repair at Conveyed Property $ 2,020,135 1 General Conditions GC Bonds - 0.75% Subt. - CONSTRUCTION ';RD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 d Markups - 19% $ 383,826 18,030 $ 2,421,990 $ 484,398 T $ 2,906,388 I IProureted or n, ,1" 0 11 Sheet 1 of 22 2011 -02 -28 Sources and Uses -Line Item Exhibitsxls EXHIBIT 3.2.2B: Cleanup of Sumo 1 Available doc ents provide a description of historical landfill operations which included the acceptance and on -site discharge of bulk liquid wastes. T ell and Rollo has estimated that 225,000 gallons of these liquid wastes were discharged into a large pit, approximately 20 feet deep located within the landfill which has become identified as S ;; p 1. In April 2009, Treadwell and Rollo issued a report entitled `Draft S p 1 Investigation, Fo er Oyster Point dfill ", which outlines the c ent extent and character' tion of Sump 1 based on doc ent review and field investigation. "Cleanup of Sump 1" describes the remediation of the area identified in the Treadwell and Rollo report as "Sump 1". The Cleanup of S p 1 could be accomplished by either of two potential options for remediation. These two options are described in a subsequent memorand by Treadwell and Rollo, titled "S „ ps 1 and 2: Cost Estimates for Development- related Remediation ", and dated March 20, 2009, as the "In -situ Source Removal" alternative and "Excavation and Disposal" alternative. Based on the conditions found before and d ' g construction, the preferred option for remediation will be dete ined by S/SKS. An estimate of the more expensive option has been used as the basis for costs identified in this Exhibit. -233- A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction drawings are prepared. 1111111111111,...., 1 I .4444.4144.11 11 g g g. gen ,4 -234- err DIAG IBIT KEY SY5 CSI DESCRI ON NOTE +� U UIP EXT CI up of Sump 1 3.2.214 11 0001 [01490 'industrial s 10,440 jer J $ 250.00 1 $ 7,500,000 Subtotal - CI . __ up of Sump 1 2,500, Hathaway Dinwiddie YEARS OF ..,; INO General Conditions d M . ups 19% GC Bonds - 0.75% Subtotal - CONSTRUCTION HARD COSTS SoftC -249 OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 Pan d t t Sheet 2 of 22 2011 -02 -28 Sources and Uses +Lin IP urnrm i� ° ° °� ,'ill liii -235- $ 475,000 $ 22,313 $ 2,997,313 $ 599,463 S 3,596,7751 EXHIBIT 3.2.2C: Methane Systems at Conveyed Property In order for new development to be constructed on closed Class III Landfills, Title 27 of the California Code of Regulations requires that appropriate action be taken to mitigate and monitor the effects of landfill gas accumulation (primarily methane) in on -site structures. Treadwell and Rollo prepared a conceptual desi for a methane 'tigation system at the structures in Phase I and Phase II of the Developer Project which will be constructed on the fo er landfill area, which is described in a memorandum titled "Methane Mitigation Systems: Description and Unit Costs, Oyster Point Landfill" dated January 29, 2009. This system consists of vapor b °. er membranes beneath the structural building slabs, a horizontal collection and venting system installed below the membrane, utility trench cutoffs that will seal the locations where utilities enter the buildings, perimeter cutoff trench to mitigate offsite methane 'gration, and a gas detection and monitoring system. A depiction of these provements as well as quantities and cost es ates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction drawings are prepared. �� um � i 1 11,11uouuuuu 0000000 m i w w'li" um 1111 1 . We�lll �. �n � I1G uuuuuuuuuuuuuuuuuuuuuuuuuumlllliouuuuuuu • mouuuluouuumoumo uuuu ilmmlolmw muuuuuuugiuno m mmouuuouuuuomomuuoumlmouuuuo u gume uumml non a Nouuouuuuomuuouuuouuuuuuuuuilo 1014 �p����. —237. a Hatha : y Dinwiddie YE PS OF 1101) WENS EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE Q U UIP trl Property 3.2.20 3.2.2C 3.2.2C 3.2.2C 3.2.2C 3.2.2C 3.2.2C 3.2.20 3 2 2 1 1 1 1 2000 2000 2000 2000 2000 2000 2000 2006'02920 62920 02920 02920 02920 02920 02920 02920 relocate ground water monitoring wells relocate methane cutoff trench methane monitoring at trench methane rock methane collection and venting sys geomembrane gas barrier geotextile fabric e detection system 8 1,000 1 19,840 223,200 223.200 incl EA LE LS TN SF SF LS $ 12,500.00 250.00 $ 75,000.00 $ 65.00 S 2.75 $ 4.75 $ 75,000.00 $ 100,000 $ 250,000 75,000 $ 1,289,600 613,800 1,060,200 incl S 75,000 Subtotal - Meth e Sy - s at Con yed Property $ 3,463,600 G eral Conditions and M GC Bonds - 0.75% Su ..•_ tal - CONSTRUCTION RD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN ! SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 ups - 19% T S 4,983,1 16 1 Printed on :3!612411 Sheet 3 of 201 1 -02 -28 Sou ,. s land Li +1.in .x -238- 658,084 $ 30,913 $ 4,152,597 S 830,519 EXHIBIT 3.2.2D: Relocation of Refuse Under Buildin In order for structures, streets, utilities and other improvements to be located at the grades and elevations desired by both the City and the Developer, onsite grading must be completed. At certain areas of the landfill this grading requires the relocation of refuse from below pia • ed structures and adjacent areas to other areas on site such as the recreation fields, marina parking areas and/or hotel site. This refuse relocation process will include proper excavation, transport, temporary covering, compaction and re-closure of the landfill cover. As the exact vol e of relocated refuse after compaction is unkno , the assumed grading plan represents a conservative estimate of the maxim ii envelop for grade elevations. in the folio a g pages. plans and will be modified when construction dra gs are prepared. s at Conve ed Pro er Landfill cover and grading associated with this refuse relocation is included in Exhibit 3.2.2A and all provision regarding grading shall apply to related work in this exhibit. A depiction of these a provements as well as quantities and cost estimates are included These quantities, scope of work, and costs estimates were prepared based on conceptual 111 roorrorrrrorro. 11 111111111111111111111111111111111111111111111111111111111111111111111111111 1111111 ■X - '• xxx ,/. . 14.11111......11., 4., 444.4444 4 ........444.4 4, 11,11.4.44M.6111. 111111111111111111 "V 0.1111.1 '1 " 1 ". '"• "I' • 111 P rommorommorourrurrirroorroorroorroorroorrommorroorroorroorroorroormorroorroorm., -240- .171,11111111111111 1111114.1111111111 1111111.1111111 11111 • 111 . , 111111111111111M1111111114411111111111111111111111111111) 111111111111111 11111111111111111 111111111111111111111111 4 g 11111111 11111111111111111 a E VA 11 11111111111111111111111111111111111111111111111111111111111111111111111111111 1111111111111111111111111111111111111 I g 1 i 1 i 1 ° , 1 A t I 0 1 B B-2 a II e h ii v k g e'' g §f l ; 1 I i . iti ti , t- 1: 1 ijk 2 rz . ill l it! 1111 li It! 11;tt ,......,_„„,„„„„„„„„„„„„„„„„„„„„„„„„„„„„„„„„„„,„„„„,.....,,,,,,,,.„„„„„„„„„„„„„„igo,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,_,,,,,,,,,,,, L .................................„„„„„„.....„„„„„„„„„.„„, EXHIBIT KEY DIAG H NOTE 32.2D 3.2.2D 3. 3.2.2D 3.2.2D 3.2.2D • Punt on f" Hathaway Di ddie 2000 2000 2000 2000 2000 2000 2000 CSI DESCRIPTION Rel onco 02200 02200 02200 02200 02200 02200 RS OF LDPWG tion of R collect refuse - building p1 mass grading - - collect landfill protection layer ing rt d e - developer parcel fill Buildings at Convey fill to grade - city pa fill to grade - pad el tion - parldng cut Subtotal - Re • tion of Refuse under Buildings at Con General C ditions d Markups - 19% GC Bonds - 0.75% Subtotal - CONSTRUCTION HARD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN /SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 Prope Sheet 4 of 22 -241- 4 • 90,000 Cy 90,000 CY 916,200 SF . 155,000 CY 21,600 CY 60,000 CY 33,000 CY U/P T $ 47I9,573 I 2011 u s and Uses+11Line r E 730 $ 675,000 7.50 $ 675,000 0.35 $ 320,670 4.25 $ 658,750 2000 5 432,000 4.25 $ 255,000 8.00 $ 264,000 $ 3,280,420 623,280 29,278 $ 3,932,978 786,596 EXT sf-29488 13 Exhibit 3.3.1 Phase IID IIID, and IVD Site and Infrastructure Im • rov - • ents: Des • tion and Cost (p) fire s (q) gas lines, and A depiction of these EXHIBIT 3.3.1A: Streets and Utilities at Phases HD - I ice stubs and hydrants If drawings are prepared. "Streets and Utilities at Phases ED - IVD" refers to the components listed below located along the new Oyster Point Blvd. extending north through the Business Park, adjacent to Phases III and IV of the Developer Project. To allow for the desired configuration of parcels, portions of Oyster Point Blvd and M i a Blvd and related utilities will be relocated. The construction of the new streets and utilities includes the following components: (a) temporary roads (b) grinding and off haul(if necessaiy) of existing paving (c) rough grading (d) import/export soil (e) fine grading and compaction (0 road base (g) asphalt paving and striping (h) concrete curbs, gutters sidewalks, street trees, and landscaping on each side of roadway with aggregate base at curbs and sidewalks (0 islands with associated topsoil and curbs (j) traffic signalization and signage (k) electrical road and sidewalk lighting (1) temporary utilities (m) sto sewer (drain piping, catch basins, outfall interceptors, manholes and curb cuts) (n) sanitary sewer (piping, forced main, and manholes) (o) domestic water line and vaults (r) joint utility trench with electrical prim conduits and pull boxes and telecom conduits provements as well as quantities and cost estimates are included in the follo g pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and ' be modified when construction it .00 ,006 I APIPPIPPAPPII rr���rr��lUl� �� 4 �li lJ �� �j l���J�!(I r�f�N,r<� <��r,� rr���sv�� ��`trrslrr�U, ullpl,,,lul 1111111100 moom0000000000000000000000000000000 oimiooiomouuw ium —245— • 0 ,000 ,111111116• •111111111,00 10,0 Printed on:311812011 Hathaway Di iddie YrA OF B WttJ1 General Conditions and M ps - 19% GC Bonds - 0.759 Sub al - CONSTRUCTION RD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL 2/25/2011 (revised 3/15/2011) 3.3.1A-1 3.3.IA -I 3.3.1A- 3.3.1A-1 3.3.IA -I 3.3. I A 1 3.3.IA -I 3.3.1 A- I 3.3.1A-1 3.3. I A- 3.3.IA -I 3.3.1A -1 3.3.1A-1 3.3.IA -1 3.3.IA -I 3.3. I A► 2 3.3.1A-2 3.3.IA-2 3.3.IA-2 3.3.IA-2 3.3.IA-2 02270 02270 02270 02270 02270 02270 02270 02270 02600 02600 02600 02600 agate base at curbs sediment basin a.a. PPP * ntrols -see section 02200 Installation of swppp controls - see section 02200 silt fences straw ddles straw blankets rock . ddles filter fabric rock at en nce winter's 'on/ bilization rock summer mai nance winter mainte ce a.o. b-F management practices temp utilities storm drain piping storm r ; h basins storm catch , ,- holes sanitary piping forced main sanitary holes .— 19,750 inci Intl Ind $ 150,000.00 $ 185.00 $ 2,500.00 6,500.00 185.00 $ 225.00 6,500.00 ind Intl inci inci mnci inci inci i ncl $ 150,000 $ 526,695 $ 5,000 $ 149,500 $ 542,975 $ 128,700 136,500 3.3.1A -I 3.3.1A-1 3.3.iA- 3.3. I A -1 3.3. i A- I � Sire' ��� � �E,uii�m���r� �� ,� ��� 3.3.1A-2 1 2020 02600 fire hydrants 3.3.IA-2 I 2020 02600 gas line 20I0.02900 es 3.3. I A 1 I 2010 02515 road striping 3.3.IA - 2 2010 02550 city sid k 3.3.IA -1 2 2010 02550 vertical curbs 3.3.1 A- I '! 2 2010 02550 curb and g: ' r 2000 02250 patch paving - utility cuts 3.3.1A- i 2020 02600 domestic .:ter line 3.3.1A-2 I 2020 026000 electr ; i prim conduits 1 2020 02600 el rical prim pull b• es 2000 02250 paving and : egate base - road ys and parking 3.3.1A -2 I 2020 02600 fire service stubs 1,486 LF $ 115.00 $ I70,890 33.1A -2 1 2020 02600 trench and b: it for joint c 2,808 LF $ 150.00 $ 421,200 3.3. IA- I I 2020 02600 electrical road and sid Ik lighting - marina boulevard 34 EA $ 8,5 00.00 $ 289,000 3.3.1A-2 1 2020 02600 telecommunications - 6 ea x 4" in joint t ch 2, $ 60.00 $ 168,480 2 2010 02900 planted areas - oyster point bout r Su . .„ and Utilities at Ph- IID 119,000 SF 4,139 LF 2,8 LF $ 50.00 $ 140,400 SF 15.00 exci 10.00 $ 1,190,000 125.00 $ 517,375 8 EA $ 7,500.00 $ 60,000 60.00 ! $ 168,4 3,255 LF $ 16.00 $ 52,0 8 EA $ 6,500.00 $ 52,000 19,750 SF $ 8.00 $ 158,000 24,095 SF $ 12.00 $ 289,140 $ 8,314,355 E IBIT KEY SYS CSI DESCRIPTION L UIP EXT DIAL NOTE T $ 11,961,946 I Sheet 15 of 22 2011 -03 -16 Sous and Uses +Line Item Exhibits,xls -246- $ 1,579,727 $ 74,206 $ 9,968,288 $ 1,993,658 Emma 3.3.1B: Sewer Pump Station 1 To allow for the reconfigured streets and the increased s * 'tary sewer demand associated with Phase II, III and Iv of the Developer Project, Sewer p Station No. 1 (c ently located on the west side of Oyster Point Blvd adjacent to the existing buildings at 377 and 383 Oyster Point Blvd) will be relocated and upgraded to acco odate an increase in capacity. A depiction of these provements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction dra are prepared. \ ` d � d k/ � � « @ . ■ . !II a$ ■4 4 4) ■ !g. G u -0- _ 0 - p .. _ � -248- � } Hatha . y Dinwiddie YEARS OF BUILDING OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL 2/25/2011 (revised 311512011) EXHIBIT KEY SYS CSI DESCRIPTION DIAL NOTE Q U U!P EXT n N 3.3.1 81 11 2020102600 1 pump simian - office park 3,400, ' . $ 3,400,000 Subtotal - tion of Sewer Pump Station No. 1 $ 3,400,000 General Conditions and M . ups - 19% GC Bonds - 0.75% Subs - • NSTRUCTION H D COSTS Soft Costs - 20% 1 1 Sheet 16 of 22 2011 - 03 - 1 ti Sources and Uses +Line Item 'bf .xls $ 646,000 $ 30,345 $ 4,076,345 $ 815,269 Total $ 4,891,614 I EXHIBIT 3.3 IC: Landsca a in at BCDC Area at Phases III] - These improvements include an allowance for landscaping and Bay Trail construction along the BCDC area in Phases IID — IVD. A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction drawings are prepared. JINEMEN1111111111111111111111,.11.. Mg1111111. , 11 1 10,00011111111111111111 1111111 „Al 6 1 ot t A, ifitt A 1 6 -251- , Hatha . y Dinwiddie ariZZ General Conditions and Markups - 19% GC Bonds - 4.75% Subtotal - CONSTRUCTION HARD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE UIP EXT Lr; dscap'ing +a PI III) IC I 3.3.1C 33.1C 33.10 3.3.1C 1 2000 2010 2010 2010 02200 02230 02230 02900 finegrade and compact - bcdc additional topsoil - trees - bcdc 116,000 4,221 6,445 116,000 SF CY CY SF $ 2.00 95.00 topsoil - bcdc land ping and trails - bcdc 95.00 12.00 $ 232,000 400,995 612,275 1,392,000 Sub - dscaping at BCDC -. in OPBP $ 2,637,270 301,081 23,538 $ 3,161,889 632,379 Printed on: Sheet 17 of 22 2011- 02- 28_Sou; and Uses +Line Item Exhibits.xls sf-2948813 Exhibit 3.3.2 Phase IIC Site and Infrastructure Im • rov ents: Descri ion and Cost EXHIBIT 3.3.2A: New Sewer Pump Station at Marina A new Sewer p Station will be required at the M 'na in order to acco: . odate an increase in the sanitary sewer demand associated with the future hotel and retail/restaurant development at the Oyster Point Marina. A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and . be modified when construction drawings are prepared. WIWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWW,,,,,,„„„ „ 61 66. 6. 66. ' ,..6„6„666.66666 6 .6616,666,666,6 6 -255- .....adatadatadatadatkail., Pir 1:11 d on: Hatha y Dinwiddie vrA aa EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE u UIP EXT r s .111 1. 'In 3.3.2AI 11 2020102600 pump station - marina JE $ 1,850,000.00 I $ I,850,000 1,850,000 u • • tal - New Sewer Pump Staid at M ia General Conditions d Markups - 19% GC Bonds - 0.75% Subtotal - CONSTRUCTION HARD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 351,500 16,511 $ 2,218,011 443,602 Total 2,661,614 011 Sheet 18 of 22 2011-02-285mm:es and Uses+Line item Exhibitude -256- EXHIBIT 3.3.2B: Clay Cap Repair at City Parcels IIC The eastern peninsula of Oyster Point was fo erly operated as a municipal (Class III) landfill starting in the 1950s. The landfill was closed in the 1970s in acco ce with the State of California Regional Water „ , ity Control Board ( RWQCB) regulatory guidelines that governed at the time. This closure was completed prior to the adoption of California Code of Regulations Title 27, which currently regulates Class 111 landfill closures. In J e 2000, the RWQCB issued Order No. 00 -046 which states that where new development is pl ed of a closed Class III landfill, a cap shall be placed on the landfill that meets the applicable post - closure maintenance requirements outlined in Title 27. In February 2009, Treadwell and Rollo issued a report entitled "Geotechnical Investigation of the Landfill Cover, Oyster Point Landfill," which outlines modifications to the clay cap necessary to meet the requirements of Title 27. These modifications include increasing the thickness of the Landfill Cover in approx. tely seven areas, increasing the thickness of the Low Hydraulic Conductivity Layer (clay layer) in approximately four areas, and reducing the pe eability of the Low Hydraulic Conductivity Layer in one area (this also could be accomplished by thicker' g the clay layer). "Clay Cap Repair at City P . ; els IIC" refers to the improvements described above to be implemented on the City property to the east of the Ferry Te a anal. At the time of completion of landfill cover modifications, rough grading of the top of the Erosion- resistant layer should be coordinated to no more than 2.5 inches (0.20 ft) of finish as outlined in the final grading plan in the construction do eats. The prescriptive cap /cover desi!I ated in Title 27, Section 21090 for Class III landfills consists of the following layers, from top to bottom: • Erosion- resistant layer (via vegetative layer): at least one foot of soil that contains no waste and is capable of sus :,,' ing native or other plant growth • Low hydraulic conductivity layer: at least one foot of soil containing no waste or leachate and compacted to att ' a hydraulic conductivity of 1 x 10 -6 cm/sec • Foundation layer: at 1 t two feet of soil, contaminated soil, incinerator ash, or other waste,terials, provided that such materials have appropriate engineering properties to be used for a fo dation layer for construction of the low hydraulic conductivity layer A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and be modified when construction drawings are prepared. Hathaway Dimviddie IBIT KEY SYS CSI DESCRI ON DIAG NOTE u uip Ph IIC 3.3.28 l 2000 02070 d o - surFace improvements - clay cap repair 8,000 SF 1.00 $ 8,000 3.3.28 3.3.2B 3.3.2E 3.3.28 3.3.28 3.3.25 2000 2000 2000 2000 2000 2000 02200 02200 02200 02200 02200 02550 coil dfill ction Iayer mist grading and raising place founds • n layer place day cap - sel areas place p n Iayer repl improvements - clay cap repair 890 600 8,000 890 8,000 CY LS CY SF CY SF 4.25 $ 250, 6.00 2.00 5.00 $ 14.00 3,783 $ 250,000 3,600 1 6,000 $ 4,450 1 12,000 Subtotal - Clay Cap 'r at City P els Phase IIC $ 397,833 General Conditions and Markup - 19% GC Bondi - 0.75% Su . .sal - # • INSTRUCTION HARD COSTS Soft C. -20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 -259- $ $ 75,588 3,551 IF 11 Sheet 19 of 22 2011 - 02 - 28 Sou =s and Uses+ iin )(Vs $ 476,971 $ 95,394 i Total S 572,3661 EXHIBIT 3.3.2C: Re avin o Existin • Parkin ;, at Phase IIC "Repaving of Existing Parking at Phase IIC" refers to improvements to be implemented at the parking lots to the east of the Ferry Te inal. The improvements will consist of a new asphalt paving lift at the existing parking. A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and be modified when construction dra ngs are prepared. i EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE 3.3.2C 3.3.2C 3.3.2C 2000 2000 2010 02200 02200 02250 u 11ait Ph import balance curb cuts ac paving - single lift over existing U,P EXT 1,185 1,000 181,121 CY SF 7.50 7.00 3.00 8,889 7,000 543,363 3.3.2C I 2010 02515 parking lot striping Sub * . - Repaving of the Existing P ing at Phase IIC 181,121 SF 0.50 $ 90,561 5 649,812 Printed can :3!612011 Hathaway Dimv iddie YEARS or BUILDING General C ditions and M . ups - 19% GC Bonds - 0.75% Subtotal - CONSTRUCTION HARD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 Total $ 934,892 I Sheet 20 of 22 20'11 -02 -28 Sou s and Uses +Line Item Exhibits.xls -262- $ 123,464 $ 5,800 $ 779,076 $ 155,815 EXHIBIT 3.3.2D: Landsca e Tune -U a at Existin Parkin at Phase HC: A landscaping allowance has been included at the area around the existing parking lots to the east of the Ferry Te A depiction of these provements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs est' a ates were prepared based on conceptual plans and will be modified when construction dra are prepared. 1,111,11, 1 1 010101111 1 4 11111 I I 1111;1' 11111111111111111111111 ,••• 0 .••••••. • V, ••• , .1.111011 1 1111111111,11111111100000111111111.0IIMIM 111111,,,,,, 11,11111111111111,111,111,10,111.11111, 1111111111M1.1111111= Ni.11 .1 mffium 1 1.111.111111.11.11 111111111111111111111111111111111ni, -264- L 111111111[111 • „,„„„ ,1 011111110 11 111,11111,11111,111,111,111,111,111,111, Hatha y Dinwiddie YEARS of LOLDING 1BIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE Q U U/P Landscape Tun P- tn at Ph BC 3.3.21 33.2D I 2000 02200 finegrade and cam .- - landscaped areas 1 202,020 2010 02900 1 landscaping - city 202,020 SF $ 2.00 $ 404,040 SF $ 4.00 1 $ 808,080 Subtotal ds e Tune-up at Existing Parking at Ph IIC $ 1,212,120 Gen Conditi GC Bonds - 0.75% Subtotal - C • STRUCTION HARD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN / SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 ups 19% Total 1,743,889 I Sheet 21 of 22 2011-02-28_Sou and Uses+Line hibli -265- $ 230,303 10,818 $ 1,453,241 290,648 14, EXHIBIT 3.3.2E: Landscaping at BCDC Area at Phase IIC These improvements include an allowance for landscaping and Bay Trail construction along the BCDC area in Phase IIC. A depiction of these improvements as well as quantities and cost estimates are included in the following pages. These quantities, scope of work, and costs estimates were prepared based on conceptual plans and will be modified when construction dra are prepared. '�' ' ill i��lll 006111111111 -267- EXHIBIT KEY SYS CSI DESCRIPTION DIAGRAM NOTE C) U P EXT t 1 Ph IIC 3.3.2E 3.31E 3.3.2E 1 2000 2020 2010 02200 02600 02900 finegrade and compact - bcdc bay trail lighting - torchieres - bcdc 274,200 50 land ping - bcdc 274,200 SF EA SF $ 2.00 6,500.00 12.00 $ 548,400 325,000 3,290,400 Sub s ing at BCDC -a at Phase IIC 4,163,800 Hathaway D"ddie YEARS, Or Witithie Gen Conditions and Markups - 19% GC Bonds 0.75% Sub - CONSTRUCTION HARD COSTS Soft Costs - 20% OYSTER POINT BUSINESS PARK SHORENSTEIN 1 SKS INVESTMENTS LINE ITEM DETAIL February 25, 2011 I 0, Sheet 22 of 22 2011-02-285 u and Uses+Une Item Exhibits.xls $ 791,122 37,162 5 4,992,084 998,417 Redeye lo Exhibit 3.4.1 ment Pro"ect Cost Allocation Responsibility Matrix Su Process/Item Initial Fixed Monetary Contribution: T ng of Initial Fixed Contribution; The Cost Ove • Savings ary Description Assigned party (or p es) is to place into an escrow acco designated amount which will be used to fund design and construction of the applicable improvement. t of Initial Fixed Contribution: The : •io t described shall be the • *tial contribution towards the design d construction of the applicable auprovement. Any additional • o ts, if required, are to be paid by the party responsible for cost ow ns/sa gs defined below. 11 e of payment of the • tial fixed monetary contribution. Autho ation of Changes in Scope: Assigned party (or parties) will have final authority to changes in the scope. Selection of Design Consultants: Final Acceptance of Design Design and Construction Assigned party will have responsibility to select, manage and Management con • t *th contractor. This work will be selected and perfo ed through a typical private proc ment process with a GMP or Cost Plus contract (with no 'at-risk' component for the construction •• ager). This contract will be paid for through escrow acco t funded by the Fixed Monetary Contribution above. Assigned party (or parties) will have authority to select the design consul s ts for the design and engineering of applicable improvements. Assigned party (or p. es) will have authority to give final approval of the design drawings prior to the start of construction. The construction management fee will be a fixed fee of % of the c tract • ount and will be paid for through an escrow acco • t funded by the Fixed Monetary Contribution above. Assigned party (or p es) is responsible for cost ov- • s/sa gs for any reason (including but not li i 'ted to escalation, c i ge in scope, value enginee g, etc) above/below the fixed monetary contribution. 10 • rove the THIS ESCROW HOLDBACK AGREEME ("Agr ent") is de and entered into as of this day of 201 ("Effective Date") by and s ong the REDEVELOPMENT AGENCY OF CITY OF SO SAN F • CISCO, a public body corporate and politic ("Agency"), OYSTER PO VE S, LLC, a Delaware limited liability company ("Developer"), and CHICAGO TITLE INS CE COMP ("Escrow Agent"). A. Agency, Developer and The City of South San F cisco, a m cipal corporation ("City") have entered into that ain Disposition and Development Agreement dated 2011 (the "DDA"), pursuant to which Agency d Developer each has certain responsibilities and obligations with respect to the development of certain land located in the City of South San Francisco, Co ty of San Mateo, State of Califo • 'a, more particularly described on Exhibit A (the "Property"), on all of the t and conditions set forth therein. All capitalized t al used herein but not oth- se defined herein shall have the m • gs set forth in the DDA. sf D. The te s by shall be as set forth below. • ESCROW HOLDBACK AGREE 1,11 II III Exhibit 3.4.2 of Escrow Holdback Agre CITALS II - • ent B. Pursuant to Section 3.4.2 of the DDA, the Agency agreed to pay Eight Million, Hundred Ninety Nine Thousand, Four Hundred Sixty Doll. ($18,399,460) (as y be adjusted purs to Section 3.4.3 of the DDA) tow the Phase IC Improvement Costs ("Agency F ding Req ent"). Any portion of the Agency F ding Requirement that r ins pent upon the completion of the Phase IC Improv ents shall be used towards the Agency's obligations in co • ection with the construction of the Phase IIC Improvements. The est • :ted se IC Improv- • ent Costs and Phase IIC Improvement Costs i d the respective Agency and Developer responsibility for payment for each component of such costs d lcd on Exhibit B attached h- o and de a part hereof. C. To secure Agency's perfo ance of, and ensure funds are available to pay for, the Agency's share of the cost of the Phase IC Improvement Costs, Agency desires to deposit into escrow at Closing with Escrow Agent an . ii o t equal to Dollars ($ at Closing, which . o t is equal to the estr ted o t of Phase IC Improvement Costs that will be in ed by the Developer in the three (3) month period following Closing. Approx • tely every three (3) months thereafter, Agency shall deliver funds into escrow that is equal to the est' ted o it of P e IC Improvement Costs (or Phase IIC Improvement Costs, if applicable) that will be inc ed by the Developer in the following three (3) month period. Agency shall periodically deliver such funds wi five (5) business days after receipt of 'tten request from Developer, which request shall be acco III 'ed by a des . ption of the work to be completed d g such a ip - (3) month period. Any int t accruing on such escrowed funds shall become a part of the escrowed funds and shall be used only in connection with the construction of the Phase IC Improv ents (or Phase IIC Improvement Costs, if applicable). All funds deposited into escrow p uant to this Recital C shall be ref- ed to herein as the "Holdback F ds." 0 ch Holdback F ds shall be released to Agency and Developer NOW THEREFORE, for good and val . ble consideration, the receipt of which is hereby acknowledged, effective as of the Effective Date, the parties agree as follows: 1. Agency and Developer hereby agree that the recitals set forth hereinabove are true and correct and incorporated into this Agreement. 2. Escrow Agent shall deposit the Holdback Funds into an interest bearing escrow acco ("Escrow Account") at a depository acceptable to Agency and Developer ("Depository"). Any interest accruing on the Holdback Funds shall be added to and become a part of the Holdback F ds. 3. Escrow Agent hereby acknowledges receipt of the initial Holdback F ds and hereby agrees to invest said s and disb e said s strictly in accordance with the te s and conditions of this Agre ent. (a) Developer shall be pe s 'tted to draw do on the Holdback F ds to pay for any costs and/or expenses inc ed in constructing the Phase IC Improvements (or Phase IIC Improvement Costs, if applicable). Developer shall deliver a "tten disbursement request to both the Agency and Escrow Agent requesting that Escrow Agent release and pay to Developer or its designee from the Holdback F i ds an amount equal to the costs and expenses that Developer has inc ed in constructing the Phase IC Improvements (or Phase IIC Improvement Costs, if applicable). Such 'tten statement shall include invoices or other doe entation reasonably supporting the Developer's request. Provided that the Agency has not delivered to Escrow Agent and the Developer a 'tten notice objecting to such disbursement request wi five (5) business days after Agency's receipt of such request, Escrow Agent shall promptly disburse to Developer or its desi ua ee from the Holdback F ds the amo t set forth in said tten request. sf-2948813 4. The Holdback F ds shall be rel ed to the parties as follows: -274- (a) any good faith act or forbearance of Escrow Agent; 8. Escrow Agent shall not be liable for loss or da ge resulting from: (b) Upon the completion of the construction of the Phase IC Improvements (or Phase IIC Improvement Costs, if applicable), Developer shall present to the Escrow Agent and Agency a utten statement setting forth all of the costs and exp a ses inc ed and payable by Developer in co . ection with the construction of the Phase IC Improvements (or Phase IIC Improvement Costs, if applicable) which were not previously covered in the prior disburs - a ts pursuant to Paragraph 4(a) above. Upon r ipt of such tten stat - • ent, Escrow Agent shall promptly disburse from the Holdback F i ds to Developer the 0 t set forth in the said 'tten notice. If Ag cy's share of the actual costs of the construction of the Phase IC Improvements exceeds the amo t of the Holdback F ds, Agency shall deliver to Developer the . i o t of such difference within ten (10) days after receipt of tten request from Developer. 5. Escrow Agent shall send any payments released to the Ag cy directly to the Agency's bank acco t purs t to instructions received from the Agency. 6. Escrow Agent shall send any payments released to Developer directly to its b a acco uant to instructions received from Developer. 7. Escrow Agent shall not be liable for any loss caused by the failure, suspension, ptcy or dissolution of the Depository. agents; (b) any default, - $ r, action or (c) the expiration of any time li t or other delay which is not caused by the fail Escrow Agent to proceed as req • ed by this Agreement; judicial or ad 11 • sf-2948813 • (d) the lack of authenticity of any 0, or the lack of authority of the signatory to si • • (g) any loss or • ia ge which ses after the Holdback F in ac ce with the t $ of this Agreement. sion of any party, other than Escrow Agent sting deliv such sting; (e) Escrow Agent's compliance with all attachments, ts orders, judgments, or other legal process issued out of y court; (0 Escrow Agent's assertion or failure to assert any cause of action or defense in any strative proce g; or 9. Except as oth se provided herein, Agency and Developer hereby authorize and direct Escrow Agent to accept, comply with d obey any and all 'ts, or , judgments or decrees entered or issued by any court with or without j sdiction; and in the case Escrow Agent obeys or complies sth y such st, order, judgment or decree of any court, it shall not be liable to Agency or Developer or any other person by reason of such compliance, notwithstanding such 1, order, judgment or decree to be entered without j sdiction or to be subsequently reversed, modified, a ulled, set aside or vacated. 10. Any notice, consent or approval required or pe a stted to be given her der shall be given in sting and shall be deliv (a) in person, (b) by Federal Ex s - s or another reputable co a a ial ov •ght co •er that antees next day delivery and provides a receipt, or (c) by telefacs' i *le or telecopy, and such notices, consents or approvals shall be addressed to the addresses set forth in the DDA or such other address as either party y from • to t a e specify in sting to the other parties, except that notice to the Title Company shall be addressed to Attn.: , Fax: . Any notice, consent or approval required or p 'tied to be given here der shall be deemed delivered when a ly received by the recipient. 11. This Agreement shall not be assignable by Agency sthout the prior Iten consent of Developer, which consent y be given by Developer in its sole discretion. This Agreement shall only be assi ble by Developer to the extent that the DDA is tr s ferable or assignable p uant to *de of the DDA. Subject to the foregoing, this Agreement and the ti A aa and provisi • a hereof shall to the benefit of and be binding upon the parties hereto and their respective heirs, executors, representatives, successors and assi to Escrow Ag 12. If either party h o fails to perfo any of its obligations der this Agreement or if any dispute sses between the parties h o conce ng the me g or interpretation of any provision of this Agr si ent, then the defaulting party or the party not prevailing in such dispute, as the case sy be, 1 pay any and all costs and expenses inc - • by the other party on acco it of such default and/or in enforcing or establishing its rights her der, including, without 1' s station, court costs and reasonable attorneys' fees and disbursements. Any such attorneys' fees and other expenses incurred by either party in enforcing a jud9$ ent in its favor under this Agreement shall be r verable sep tely from and in addition to any other o a t included in such judgment, and such attorneys' fees obligation is intended to be sev ble from the other provisions of this Agreement and to s ve and not be merged into any such judgment. ds have been fully disb bed t or of any si I, I ; 1I • • 13 This Agreement shall be governed by and construed in accord. ce with the laws of the State of Calif° 'a. This Agre- i ent y be signed in co terparts and all co terparts so executed shall constitute one contract, binding on all parties hereto, even though all parties are not sib H, . tory to the same co terpart. The parties cont plate that they . y be executing counterparts of the Agreement transmitted by facsi le and agree and intend that a sii tare by facsi 1e i chine shall bind the party so signing with the s « ia C effect as though the signature were an original signature. AGENCY: REDEVELOP NT AGENCY OF THE CITY OF SOUTH S CISCO, a public body corporate and politic By: Name: Executive Director ATTEST: sf-2948813 APPROVED AS TO FO By: Agency Secretary By: Agency General Co sel SS REOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives as of the date and year first above Itten. DEVELOPER: OYSTER POINT VENT S LLC, a Delaware 11 a 'ted liability company By: SRI Nine Oyster Point LLC, a Delaware li • 'ted liability company, its M. ging Member By: Its: ESCROW AGENT: By: SKS Oyster Point, LLC, a Delaware led liability company, its Member By: Its: CHICAGO TITLE INS By: N. e: Its: CE COMP sf 2948813 Exhibit A Property E Exhibit B ated Costs of Phase IC Improvements sf-2948813 Exhibit 4.1 endment to the Joint Powers Ai e ent B - cen the San Mateo Count Harbor District and the Cit of South San F ciseo - ,GREEML ' BETWEEN A A: _ JNG THIll CITY DUTEI J - ,1 F1 CISCO, HE REDEVELOPMENT AutNCY OF THE CITY C H SAN Fl _ AND THE SAN MATEO COUNTY HARBOR wiSTRICT This Agreement Betwer , Among tl City of 77 7i :lit The Redevelop Agency of Soui' "77 Francisco„ arl The San Mateo County Harh:Dr District (this "AGRr7.777"), dated and made effective as of March , 2011 (the "Effective Date"), is entered into by anti al tong the City of South San Francisco, a municipal corporation ("City"), the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic ("Agency"), and the SE,,J :Aateo County Harbor District, a political Abdivision of the State of California ("District"). City, Agency 'IC District are hereinafter collective' referred to as the "Parties." RECITALS A. City is the owner c c( in 1)roperty located in the City and commonly known as the Oysiir Point Marina ("Main ° as shown on the parcel map attached hereto as Exhibit A. City and Dist. ict have entered into a it, powers agreement related to the development, operations, and maintenance of the Marina Property pursuant to Government Code section 6500 et seq. ("JF ), City 1' sire , redevelopment of the Marina Prop rty iiluding pc itial comr, 1 i fficeirese nd c' uses and public amenities [)strict entered into certain L„.ig-term leases with King Ventures for certain portions of the Property ("King Leases"), as shown generally on Exhibit A. District uses rent revenue from the King Le, - .es to pay debt service on loans from the California Department of Boating II,: Waterways ("DBW"), whfr hr 77;'urity interest ir the King Leases. C. Oyster Point Ventures, LLC ("Develop& own ei c rertain p,Jperty located in ti City, commonly known as the Oyster Point Business 1 -„ a _J adjacent xi the Property as shown on Exhibit A. Developer acqu° J the B less Park for tl specific purl :,,e of redeveloping the Business Park r: - nd opme life SCi7 c7m7aJs with substantial priblic amenities. D. Developer has proposed the dev_:,.,)ment ci i offic earn i develop,. sciences campus, commercial developrr (including retail, rest Tants, and hotel LIE A), and substantial 7..blic amenities located on the Business Park and a portion of the Marina Property as shown on Exh B (-_ irojec."). In furtherance of Project, Developer also acquired King Ventures interests in the King L6...es. In addition, the City and Agency have proposed additional public and private improvements on a separate 111i M Ina Pr( )erty ati , on Ex:ii E. The Parties anticipate that in addition to the Developer's acquisition of ti ie King Leases, the Project will require ore Or mnra agreements with Developer to exchange interests in portions of the Marina Property ("C _Jr' , , a Disposition and Development Agreement or simil agreement ("DDA") to establish an' eyance and financing terms for development of porti is of 1 e Marina Property, and a development agreements and various land use entitlements to govern developmeAt )f Project components at the Business Park and portions of the Marina Property ("City Approvals") (collectively, the 'eloper Bindir.d Agreements'. The Parties have agreed that the and the Agi_ py shall 1:7' the , ..ntities that negotiate and contrat directly NLI Developer. : :_r_zr District Agreement 0-18-1 1 F. On May 27, the I "Lies „ntered into a ..,, of Understanding ( imAT) as an expres of preliminary points of agreement among the Parties concerning development oT the Pr This eement will superse ---- any points of agi int cant_ ined within the MOU. G. City, in conjunction with Agency, pursuant to the California Environmental Quality Act (Section 71000 et seq. of the Public Resources Code, and the Guidelines set forth at 14 Califon Cc - 0 of Regulations section 15000 et seq., "CEO A "), has prepared - nd circuli 'ad for pu con Drit a _ __ft evaluate the potential environmental impacts of the proposed Project. Islo construction will be authorized iintil (1) City, in conjunction with Agency, has certified as adequate and approved a Final FIR; (ii) City has )proved the land use entitlemei required fcr the Project; and (HO any agreements or regulatory permits required by any other applicable regul "ory agencies have be led. The Cit, , Resolution No. certified the Oyster Point Specific Plan Env,' 1 al in )act Rep_ ,"11, for ::ie Prc 1 and related improvemeois. PW THERE E, in consiaeration of the mu _1k;ovenants and agreements hereinafter APt fns and other good and valuable consider the receiri Jufficiency of which are he: , the Partie agree as foll Section 1 ose and Effec This Agreement supersedes all of those preliminr points of agreement contain • within the MOU. The Parties e) _ssly acknowledge and agree that: (i) iii terms and onditions set forth in inis Agreement e supjec ; approval of, or ma _ fica by, the governing bodies of City, Agency and District; and (ii) following Jproval of this Agreer fit by City, Agency and District, the Parties ini.,nd for the provisions contained it this Agreement to be self- icuting upon occurrence of the iu... i conditions precedent and will not require any further approval by the governing bodies Cit). 'ncy an istrict Section 2 4.1ncl‘ .ights and Obligations. Any Agency rights and oV under this Agreement will automatically be assigned to City in the event tip+ Agency is terminated, :: _--..;:, longer tH the a Iity to fulfill its obligations as set forth IlLain. Any assignt..ent of rights and obligations pursuant to this ,- ction di 3S not require any further approval by the governing bodies of the City, Agency and District. Section 3 Term. The tern' oi is Agreement (the "Term") shall commence - n the E" - - ' _ • and shall terminate on , 11, .O26 (termination date a ,.., JPA), unler. extended or earlier, te:.nina__ - as provided Lrein. Sectiun J nendment. Upon point of conveyani - any p lion ' the ar ia Etoperty to Developer, Section 2 aid Section 3 of the JPA, and those incoporated exhibit !Exhir 1 a EiLibit 2), nra hareby amended j remove fr,m th° terms of the JPA those conveyed portions of the Marina Property, 3 particularly described in bit , attached hereto and incorporated by reference. Agency and LM here! ; consent tc this a endment of the JPA, a , d no furthe: __pproval by the governing boc.,as of The A ---- and District is rel 'wed. The timing of the p,T'iperty Ive . ince and JPA amendment st 11 occur F urouai it to the provisions of the Disposition anu Develupmein /Agreement between the Agency, City and the Developer. The remaining terms of the JPA will remain in full force a, id effect, unless otherwise ___lended pursuant to the terms of the JPA. 2 Harbor District Agreement (3-18-11) LAction 5 Lease thL ent the Leases LrJ c:nveyed to the City or Agency and lihereafter termi Iated prior to District's payment of its existing debt obligations to DBW hic as of the Effective Date total $10,083,374.03, Agency MI provide the District an annual amount not to exceed the amount of minimum rent (as defined in the King Leases), including inflation adjustments set forth in the King Leases, that District is already entitled to under the King Leases ("King Lease Rent") commencing aft _ r termination of the King Leases and continuing until the DBW debt service s retiLi, or the termination of the King Leases in 2026, whichever occui 1. Agency will prorate ar Ids provided to DBW if the K;ng Leases are terminated during a portion of a year. For purposes of example only if the King Leases were terminated on , 2011, the annual payment due to the District for minimum rent would equal , which is the same amount Developer presently pays for lease pap .ents. ction • ratior 6.1 Dc Improvements City (vi funding prov;.i by the Agency) nr Agek.cy v..L . VVI I iMit d pay funds for Usign, engineering, permiting and construction of one or '„wo new docks at the Harbor District ope ' ' ibor adjacent to the Marina Property in an amount not to exceed One Millior Fve Hundred Thousard Dollars ($1,500,000.00) over the next four years in connection with the Proj ot. pro%Acled that District satisfies the District's obligatir'n in Section 61. 6.2 District Capital Improvement and MLiagement F1s for Harbor Operations. Prior to the Agency's obligation to pay funds for dock improvements as set fc lh in Section 6.1, District will provide the Agency and City with a draft capital improvement plan show'ng the new dock or docks and a management plan to increase berth occupancy and direct revenue, both of which documents shall be subject to review and approval by the City, which such approval shall not be unreasonably withheld, 6.3 G rernment A )rovals. District solely responsible for any permits, approvalL; and gover erit entitlements required for dock improvements. Upol request, the City will consider v for permits, approvals, and other entitlements required for dock improvements. e- ction 7 District Office S 7.1 Tern porary S ace. Upon Ity'3 receipt of DeveIoper' uest f onveyance of the property, - c,111, City and District will meet to diL Ass ale District's temporary office space needs. The City C.1 endeavor to provide six (6) months notice to the District of actual conveyance. Upon actual conveyance of property and receipt of a written request from the District, City will !ease to District up to 2,000 square feet [approximate current office space use, to be confirmed by District] of temporary office space in a property owned by the City until the earlier of termination of the JPA or at such time as the Permanent Office Space specified in Section 7.2 is available for occupancy. The luntai rate for the temporary office Itiise space shall be one dollar per year. District shall take the leL ed space in its "as-is" condition and shall be responsible for all costs associated with obtaining permits for and constructing tenant improvements within the space. District shall also pay all utility costs, maintenance costs, custodial services ind applicable taxes for the temporary offic:, lease space durin: the term of the lease. .2 PelTnanerfice S ace. Provided that Phase 1 of Project is compieted, the Agency will aggressively market for 40,000 square feet of commercial space that is presently proposed under the Oyster Point Specific Plan. Additionally, Agency and City will reserve up to 5,000 square feet of commercial space for District office and meeting room use. The rentai rate for the permanent office lease si 'ice shf....11 be bad on market rate reiti or compizsable s 1 ime thE rease 1 pr , .fecl. Provided Hatt Listrict Agreement (J-18-11) that the Phase L Improvem.iii have been completed, and the Agency has aggressively r1161;:ated for 40,000 s Jare feet of cob, Tiercial space, b do space for the District office is developed within seven (7) years, th: 7arties will dis:Jss providing a parcel of 1a171 for the District's office use and related T. through the term of the JPit The Parties agree that ail such discussion snail occur as part of discu )n related to the term of the JPA. District shall be responsible for all costs associated with obtaii ling permits lur and constriLling tenant improvements within the space. District shall also pay all utility costs, maintenance costs, custodial services ar I a, Aicable taxes for the permanent The lease space during the term of the lease. 8 City ConsuL.;on. For twenty-four (24) months following the Effective Date of this . Dement, City and Agency will consult with District regarding potentially extending the term of the JPA, and potential amending the M-'i address the respective roles of the City and the District in operating the Marina Property; addition to or replacement of existing infras ucture; removal of ou lated JPA provisions; the City's and District's respective obligations regarding providing services to the arina . operty, including police, fire, and landscaping; and/or potential revenue sharing for commercial properties. This provision doe.: not obligate any Party to agree to any terms that may be discussed. -Section 9 Dist Cc - Provided the Agency ` availa `e - nds arising for the continui 'ion redevelopment agency authoi my, the Agency will reimburse the Distri for =.ts actri and ream:Li:me costs of negotiating this Agreement in an amount not to exceed $35,000.00. Section 1 ' nal District. "iistrict wirl not cur any additional debt secured by any revenue generated by the Marina Property or th property itself it obt written consent frori, the City, m 11 _,)eij Access. Duitg the TArm, District shall provi& City, Agenc" ?nd/or er acnss to the Marina r lrtv al 1 will r open with City, Agency and/or Developer L 'able suuj parties oi representath s tc ;cess to one Marir Prop rty for the purpose of ob __lining data and making tests necessary to investigate the „condition of tie Marina Property, provided that City, Agency and/or Developer comply with .9 safety rules and does not unr6asonably interfere with the operations .of any current tenants. Cit.„ Agency an/or Developer shall at all times keen the Marina Property free and c': ens and erAmbrances ectrng title tc LhE Pic, 3rty. isction 12 Notices. Except as otherwis-, speck !In this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to ,...e Parties at their respective addresses specified below or to such aC_Jress as a PL ly may desig 9 by writt . notice ( _livered to the other Parties in ice with this Section. All su notices shall be sent by: personil delivery, in whicii case notice is effective upon deliv,731;Ir (ii) natior.L.J; recognized overnight rier, with charges prepaid or „; arged to the sender'r accoun't, in which case '3 effe ive on delivery if delivery is confin..ed by the d.::.iery service. 4 Harbor Distreil AgreemJ.L (L -18-11) City: with a copy to: City of South San Francisco 400 Grand Ave. South San Francisco, CA 94080 Attn: City Manager Phone: (650) 829-6620 Facsimile: (650) 829-6623 Agency: Redevelopment Agency of the City of South San Francisco 400 Grand Ave. South San Francisco, CA 94080 Attn: Executive Director Phone: (650) 829-6620 Facsimile: (650) 829-6623 Meyers Nave 575 Market Street, Suite 2600 San Francisco, CA 94105 Attn: Steven T. Mattas Phone: (415) 421-3711 Facsimile: (415) 421-3767 District: San Mateo County Harbor District 400 Oyster Point Blvd., Suite 300 South San Francisco, CA 94080 Attn: General Manager Phone: (650) 583-4400 Facsimile: (650) 583-4611 Section 13 Severability. If any term or provision of this Agreement or the application thereof shall, to any extent, be held to be invalid or unenforceable, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision. Section 14 Entire A reement Amendments in Writin Counter arts. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the Parties with respect to such subject matter. This Agreement may be amended only by a written instrument executed by the Parties or their successors in interest. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Section 15 Successors and Assi • ns No Third-Pa Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective su ssors and assigns; provided however, that neither Party shall transfer or assign any of such Party's rights hereunder by operation of law or otherwise without the prior written consent of the other Party, and any such transfer or assignment without such consent shall be void. Subject to the immediately preceding sentence, this Agreement is not 5 Harbor District Agreement (3-18-11) intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted su ssors and assigns. Section 16 Governin: Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 17 Relationshi. of Parties. The Parties agree that 111 thing in this Agreement is intended to or shall be deemed or,interpreted to create among them the relationship of buyer and seller, or of partners or joint venturers. Section 18 Captions. The captions used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. Harbor District Agreement (3-18-11) CITY IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding effective as of the date first written above. CITY OF SOUTH SAN FRANCISCO, a municipal corporation a o City Manager ATTEST: 13y: II' II APP OVE B : , By: 1ST y: 1111 ATTEST: ICT t 11 A T F iR y SAN ATE 1 CO NT)( H a iolitical subdivision .f if District Co ns ?in District Secretary APPROVED AS TO FORM: By: RB R DISTRICT, State of Calif rnia 7 AGENCY REDEVELOPMENT AGENCY OF THE C1TY OF SOUTH SAN FRANCISCO, a public body, corporate and politic By: Name: Executive Director ATTEST: By: Agency Secretary APPROVED AS TO FORM: Agency General Counsel Hart r Dstrct A 1 reement -1 -1 1 M OF THE PROPERTY1613418.2 16 Exhibit List EXHIBIT A 8 Harbor District Agreement (3-18-11) EXHIBIT B -288- rct A rim II II on (3-1 11) EXHIBIT C 10 -289- Harbor District Agreement (3- 18 -11) RECO ING REQUESTED BY AND ;` EN RECD `` ED RET TO: Morrison c Foerster LLP 425 Market Street San Francisco, California 94105 Attn: Zane Gresh : , Esq. sf- 2948 813 Exhibit 4.6A Fo of Grant Deed Doc entary Transfer Tax is not of public record and is shown on a separate sheet attached to this deed. T DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Agency"), hereby grants to Oyster Point Ventures, LLC, a Delaware l' ited liability company ( "Grantee"), the real property located in the City of South San Francisco, Co ty of San Mateo, State of Califo ' a, described on Exhibit A attached hereto and made a part hereof. PROVIDED HOWEVER, that this Deed and the w anty of title contained herein is made expressly subject to real property taxes not yet due and payable. Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no disc ' 'nation 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 Gov . & ent 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 Gov ent Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any p . on cl ' ing der or through the grantee establish or p 't 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 with the land. Executed as of this a , 201. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH S a public body, corporate and politic By: N sf-2948813 Executive Director ST: Agency Secretary APPROVED AS TO FO By: Agency General C se! 1 C I S C O , sf-2948813 Legal Property Description Exhibit A to Deed San Mateo County Recorder Dear Sir or Madam: Request is hereby made in ordance with Section 11932 of the Revenue and Taxation Code that this stat ent of tax due not be recorded with the a hed deed but be affixed to the deed after recordation and before return as directed on the deed. The attached deed n.0 es, Redevelopment Agency of the City of South San Francisco, a public body corporate and politic, as grantor, and Oyster Point Ventures, LLC, a Delaware 1' fled liability company, as grantee. The property being transf ed and described in the attached deed is located in the City of South San Francisco, Co ty of San Mateo, State of Calif° a. The ount of Doc entary Transfer Tax due on the a . hed deed is $ computed on full value of the property conveyed. AGENCY REDEVELOPME AGENCY OF THE CITY OF SOUTH SAN F a public body, corporate and politic ATTEST: sf-2948813 Re: Request That Stat ent of Documentary Transfer Tax Not be Recorded Executive Director APPROVED AS TO FO By: By: Agency Secretary Y: Agency General Co , 201 D sf- 2948813 ASSIGNMENT ASSUMPTION OF GRO LEASES Exhibit 4.6B of Assi ent and Ass ption of the King Leases This Assi ent and Ass ption of Gro d Lease ("Assi r ent ") is executed as of this day of , 201 (the "Effective Date ") by and between Oyster Point Ventures, LLC, a Delaware limited liability company ( "Assignor ") and Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ( "Assignee "). WHEREAS, Assignor, Assignee and The City of South San Francisco, a m icipal corporation ( "City ") have entered into that in Disposition and Development Agreement dated , 2011 (the "DDA "); EREAS, Assignor is the ent owner and holder of certain leasehold estates (the "Leasehold Estates") covering certain ground lease parcels and the improvements thereon located as described in Exhibit A attached hereto and made a part hereof, which Leasehold Estates are created and evidenced by the doc ents and ins ents described on Exhibit B (collectively, the "Gro d Leases ") attached hereto and made a part hereof; and W I T N E S SETH: EREAS, Assi or desires to assign to Assignee all of Assignor's right, title, interest and obligations in, to and under the Gro d Leases and Assignee desires to accept such assi ent and ass a Assignor's right, title, interest and obligations in, to and under the Ground Leases, all on the to s and conditions set forth below. NOW, THEREFORE, IN CONSIDERATION of the foregoing, and the mutual covenants and conditions cont ' ed herein, the parties hereby agree as follows: 1. Assi ; ent. Effective as of the Effective Date, Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title, interest and obligations in and to the Leasehold Estates and the Gro d Leases, together with the improvements located thereon, which transfer and conveyance shall include, without 1' itation, the right to possession of the pr ises. 2. Assignor's Obligations. Assi s or shall not be responsible under the Gro d Leases for the discharge and perfo ance of any and all duties and obligations to be perfo ed and/or discharged by the lessee der the Gro d Leases 'sing subsequent to the Effective Date. Notwithstanding the foregoing, to the extent any duties and obligations to be perfo ed and/or discharged der the Gro d Leases arose prior to the Effective Date, Assignor shall promptly perfo and/or discharge such duties and/or obligations as they become due. 3. Assum.tion. Effective as of the Effective Date, Assignee hereby accepts the foregoing assi! ent and ass es all of lessee's duties and/or obligations der the Gro Id Leases to the extent such duties or obligations arise subsequent to the Effective Date. (a) Assignee shall save and defend, protect, ind- nify and hold Assignor less from any and all claims, d ands, actions, causes of actions, suits, proceedings, ages, liabilities, costs and exp - es of every nature whatsoever relating to the Gro d Leases or the premises d ised ther- der (collectively, "Claims") 'sing out of matters occurring on or after the Effective Date of this Assi ent regardless of whether such Claims were first made either prior to or after the Effective Date; provided, however, the foregoing ind sty shall not extend to or include any claims, d • ands, actions, causes of 'on, suits, proceedings, d • ages, liabilities, costs and expenses resulting from or caused by the willful or negligent act of Assi -4a or, its agents or employees. sf-2948813 4. Ind sfication. (b) Assignor shall save and defend, protect, ind ify and hold Assignee h • ess from any and all Claims 'sing out of matters ow ng prior to the Effective Date of this Assi ent regardless of whether such Claims were first'made either prior to or after the Effective Date; provided, however, the foregoing ind Ity shall not extend to or include any cl. d- ands, actions, causes of action, suits, proceedings, d i ages, liabilities, costs and expenses resulting from or caused by the willful or negligent act of Assignee, its agents or ployees. 5. Successors and Assi u s. This Assi ent shall be binding upon and inure to the benefit of the parties hereto and th respective successors and assigns. 6. Gov Law. This Assi ent shall in all respects be governed by, and construed in accordance with, the laws of the State of Califo • 'a. 7. Co terparts. This Assi ent may be ex all of which taken together shall constitute one and the s this Assi y ent may be detached from and added to any co in fo hereto. ted in any number of co terparts, e instrument. Any signature page of terpart of this Assi ent identical [Si tures continue on following page] IN WITNESS WHEREOF, the parties hereto have executed this Assi of the Effective Date. "ASSIGNOR" OYSTER POINT VENTURES LLC a Delaware li led liability company By: SRI Nine Oyster Point LLC, a Delaware limited liability company, By: its Managing M- ber sf-2948813 By: Executive Director Its: -296- "ASSIGNEE" REDEVELOPMENT AGENCY OF THE CITY OF SOUTH S F CISCO a public body, corporate and politic ATTEST: By: By: SKS Oyster Point, LLC, Agency Secretary a Delaware limited liability company, its M ber APPROVED AS TO FO ent effective as By: By: Name: Agency General Co sel Its: EXHIBIT A LEGAL DESCRIPTION EXHIBIT B DESCRIPTION OF GROUND LEASES -298- BILL OF SALE For good and valuable consideration the receipt of which is hereby acknowledged, Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Agency"), does hereby sell, transfer, and convey to Oyster Point Ventures, LLC, a Delaware limited liability company ("Developer"), all personal property o ed by Agency and located on or in or used in connection with the Conveyed Property (as such t is defined in that certain Disposition and Development Agr- - ent entered into by and • ong Agency, Developer and The City of South San Francisco, a municipal corporation on 2011), including, without limitation, those it • s des 'bed in Schedule A attached hereto. AGENCY ATTEST: sf-2948813 Exhibit 4.6.1A Fo of13ill of Sale Seller does hereby represent to Buyer that Seller is the la property, that such personal property is free and clear of all enc good right to sell the s e as aforesaid. DATED this day of , 201 By: Executive Director y: Agency Secretary APPROVED AS TO FO 1 By: Agency General Co sel er of such personal b ces, d that Seller has REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN a public body, corporate and politic • CISCO sf -2948 813 -300- Schedule A to Bill of Sale THIS ASSIGNMENT ("Assi ent") is made and entered into as of this day of , 201 by Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Assignor"), to Oyster Point Ventures, LLC, a Delaware limited liability company ("Assignee"). (b) all of the s Contracts"); and sf-2948813 ASSIGNMENT OF SERVICE CONT CTS, W TIES GU IES AND OTHER INT of Assi ent of Intangible Propert FOR GOOD • VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, effective as of the Effective Date (as defined below), Assignor hereby assigns and transfers to Assignee all of its right, title, claim and interest in and under the folio g: (a) all w antics and guaranties made by or received from any third party with respect to any building, building component, structure, fixture, machinery, equipment, or material situated on, contained in any building or other improv ent situated on, or comprising a part of any building or other prov- ent situated on, any part of that certain real property described in Exhibit A attached hereto (the "Property") including, without limitation, those w ties and guaranties listed in Schedule 1 attached hereto (collectively, "W., anties"). (c) any and all lic es, p 'ts, author ations, mficates of occupancy and s '18r do ents pertaining, or applicable to, or in any way connected th the rental, maintenance and operation of the Property. ce contracts listed in Schedule 2 attached hereto (the "Se Exhibit 4.6.1B ASSIGNOR AND ASSIGNEE FURTHER HEREBY AGREE FOLLOWS: 1. Assignor hereby agrees to ind Ty Assignee ag st and hold Assignee less from any and all cost, liability, loss, d a age or expense, including, 'thout limitation, r onable aftomeys' fees, originating prior to the Effective Date and arising out of the o er's obligations der the S ce Con s. 2. Except as oth *se set forth in that certain Disposition and Development Agre ent entered into by and ong Agency, Developer and The City of South San Francisco, a m *cipal corporation on , 2011 (the "DDA"), effective as of the Effective Date, Assignee hereby assumes all of the o er's obligations under the Service Contracts and agrees to ind nify Assignor against and hold Assignor h less from any and all cost, liability, loss, d age or expense, including, 'thout limitation, reasonable aftomeys' fees, originating on or subsequent to the Effective Date and sing out of the o a er's obligations under the 5 - ice Contracts. GIBLE PROPERTY D COVENANT AS 3 . If either party hereto fails to perfo any of its obligations der this Assi ent or if a dispute arises between the parties hereto conc 'ng the me 'rig or interpretation of any provision of this Assi , ent, then the defaulting party or the party not prevailing in such dispute shall pay any and all costs and expenses inc ed by the other party on account of such default and/or in enforcing or establishing its rights here der, including, without 1' itation, arbitration or court costs and attorneys' fees and disburs ents. Any such attorneys' fees and other expenses inc ed by either party in enforcing a judgment in its favor der this Assi ent shall be recoverable separately from and in addition to any other aunt included in such judgment, and such attorneys' fees obligation is intended to be severable from the other provisions of this Assi ent and to s we and not be merged into any such judgment. sf- 2948813 4. This Assi ent sh .11 be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assi [Signatures continue on following page] 5. This Assi ent shall be governed by and construed and in accordance with the laws of the State of California. 6. For purposes of this Assi ,; ent, the "Effective Date" shall be the date of the Closing (as defined in the DDA). s IN W ESS EREOF, Assignor and Assignee have executed this Assi day and year first above "item "ASSIGNOR" N. : ATTEST: 813 APPROVED AS TO F0 Executive Director REDEVELOPMENT AGENCY OF THE OYSTER PO CITY OF SOUTH S CISCO, a Delaware li a `ted liability company a public body, corporate and politic By: "ASSIGNEE" By: Agency General Co sel N e: ,to VENT • ES LLC, ent the By: SRI Nine Oyster Point LLC, a Delaware limited liability company, its Managing Member By N . • Its: By: Agency Secretary By: SKS Oyster Point, LLC, a Delaware limited liability company, its NI- ber By Its: Exhibit A to Assi .t4 ent of S - ice Contracts W. anties and Guaranties and Other Intangible Pro • ert List of Warranties -305- Schedule 1 to Assi ent of Service Contracts W : anties and Guaranties and Other Intan,ible Prop ist of S . ce Contracts Schedule 2 to Assiy ent of Service Contracts W. anties and Guaranties and er Intanlible Pro • ert • sf-2948 1 Exhibit 4.6,1C of FIRPTA Affidavit CERTIFICATE OF T OTHER TH (FIRPTA Affidavit) -307- INDI SFEROR UAL Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign p - on. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest der local law) will be the transferor of the property and not the disregarded entity. To info the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Transferor"), the und- igned hereby certifies the folio g on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those te s are defined in the Internal Revenue Code and Income Tax Regulations); 2. Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii); 3. Transferor's U.S. ployer identification n ber is: ; and 4. Transferor's office address is City of South San Francisco, 400 Grand Avenue, South San Francisco, CA 94080. Transferor understands that this certification may be disclosed to the Internal Revenue •ce by transferee and that any false stat ent contained herein could be p ished by fine, impriso ent or both. Under penalties of perjury I declare that I have ex 'lied thi of my knowledge and belief it is true, correct and complete, and I authority to sign this doe ent on behalf of Transferor. [Signature on following page] ification and to the best er declare that I have Dated: AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH S a public body, corporate and politic ATTEST: sf-2948813 By: Executive Director By: Agency Secretary APPROVED AS TO FO By: Agency General Co sel CISCO sf 2945 513 Exhibit 4.8.2 $eMce Contracts The following doc ents identify the known existing envi o ental conditions at Oyster Point Marina Village: Doc ents co ssioned by S/SKS: 1. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "Draft Sump 1 Investigation, Fo er Oyster Point . dfill, South San Francisco, CA." April 9, 2009. sf Pre-ExistinE En onmental Conditions 2. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "5 p 1 and 2: Cost Estimates for Development-related Remediation, Oyster Point Landfill/Oyster Point Business Park, South San Francisco, CA." March 20, 2009. 3. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "Geotechnical Investigation of the Landfill Cover, Oyster Point Landfill, South San Francisco, CA" March 13, 2009. 4. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "Work Plan for Investigation and Delineation of S p 1, Oyster Point Landfill/Oyster Point Business Park, South San Francisco, CA." February 25, 2009. 5. Tom Graf, Grafcon. Letter to with confi ation from Vic Pal, Regional Water Quality Control Board and Greg Schirle, Enviro ental Health, LEA Section, San Mateo Co ty: "Results of Meeting to Discuss Regulatory Requir ents ShorensteinlSKS Oyster Point . dfill Development, South San Francisco, CA." February 9, 2009. 6. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "Peer Review of Waste Discharge Requirements Monitoring, Oyster Point dfill/Oyster Point Business Park, South San Francisco, CA." February 3, 2009. 7. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "Methane Mitigation Systems: Description and Unit Costs, Oyster Point Landfill/Oyster Point Business Park, South San Francisco, CA." January 29, 2009. 8. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "Methane Mitigation Syst s: Description and Unit Costs, Oyster Point Landfill/Oyster Point Business Park, South San Francisco, CA." Jan 29, 2009. 9. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "B QMD P it Exemption for Landfill and Building Methane Mitigation Syst- s, Oyster Point Landfill/Oyster Point Business Park, South San Francisco, CA." January 29, 2009. 10. Treadwell and Rollo, Enviro ental and Geotechnical Consultants. "Preli 'nary Fo dation Design Criteria, Oyster Point Development, South San Francisco, CA." January 16, 2009. BIT 4.8.8: 11. McC. pbell Analytical, Inc. Work Order Nos. 0812760 and 0812696, S pie Analysis and QC Report, Oyster Point. Jan 5, 2009. 12. MACTEC Engine "ng and Consulting, Inc. "Phase I Enviro ental Site Assessment, Oyster Point King/SKS and City Parcels, Oyster Point and Marina Boulevards, South San Francisco, CA." September 26, 2008. Other Documents: sf-2948813 1. T a Engineers, Inc. with PES Enviro Report, Fo er Oyster Point 2. Terra Engineers, Inc. ith PES Enviro ental, Inc. ual Report 2007, Fo er Oyster Point Landfill, South San F cisco, CA." January 28, 2008. ental, Inc. "2008 S - ual Monitoring dfill, South San Francisco, CA." July 22, 2008. 3. Kleinfelder West, Inc. "F 'ibility Study and Cost Es m ate, Proposed Oyster Point M i a Redevelopment, South San Francisco, CA." Nov- ber 12, 2007. 4. Gabewell, Inc. with PES Enviro ental, Inc. " Post-Closure Development Standards Report, Oyster Point Landfill South San Francisco, CA." Nov -I ber 2000. 5. Gabewell, Inc. with Harding Lawson Associates. "Final Closure and Post-Closure Maintenance Plan, Oyster Point u dfihl South San Francisco, CA." September 2000. 6. Regional Water Quality Control Board. "Order No. 00-046 Updated WDR and Rescission of Order No. 77-19." June 21, 2000. 7. CH2 ill, "Soil S. pling and Analysis Plan for Characterizing and Disposing of Excavated Soil at the Gull Drive Excavation, South San Francisco," July 23-24, 1996. 8. CH2MHi11, "Construction Quality Assurance Report, City of South San Francisco Landfill, Gull Drive Final Cover Extension, South San Francisco, CA," October 1996. 9. CH2MHi11, "Project Plans for Construction of City of South San Francisco Landfill, Gull Drive Final Cover Extension," April 1996. 10. Levine-Fricke, "Figure 4: 5 p Locations" [loose page], undated. 11. CH2MHi11, "Work Plan for the Gull Drive Field investigation, South San Francisco, CA," Jan 1996. 12. ICF Technology, "CERCLA Site Inspection, Oyster Point Marina, Oyster Point Boulevard, South San Francisco, CA 94080, San Mateo Co ity," August 12, 1987 sf-2948813 Exhibit 4.9.1 Fo of Title Policies Visit Us on Chicago Title Company Website: • PRELIMINARY REPORT Title Officer: Martha Kendall TO: Chicago Me C. pany-San Franc' 455 Market St - Suite 2100 San Francisco, CA 94105 PROPERTY ADDRESS: Point Marina Project, South San Franc.', California EFFE VE DATE: February 3, 2011, 07:30 A.M. The form of policy or policies of title insurance contemplated by this report is: ALTA Owner's Policy (6/17/06) THE ESTATE OR I IN THE LAND HEREINA R D THIS R • RT IS: A Nicole Carr A Fee E TO ESTATE OR I AT THE DATE HE The City of South San Francisco, a munkipall SEE EXHIBIT "A" ATTACHED HE 0 AND MADE A P H OF Glenn Drive, Suite 300 • CA 94520 8000 • FAX 925 521 1 gcticwin te N 1 1111 F IS DIN: Title No.: 11-4070 -MK up: CACTI7741 BED OR REFERRED TO COVE 3, THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: WWI( 02/28/2011 CLTA Prelirrdna R . - modified (11/17/00 4.4 BY LEGAL DESCRIPTION EXHIBIT "A" 1 ,4 7 1:. 4 A r rr r o 42,0 Jo, THE D REFERRED TO EREIN BELOW ' � IS SITUATED IN THE OF SO SAN MA , STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: PARCEL THREE: Parcel A, as shown on pa : ,I p 99 -005, filed . 999 r Pa .- I Maps, �be� 8, 1999 in k 72 of � page 6, San M County records; Pa I D -1 and a portion of Pa 1D-2, as shown on pa I map 89.767, filed May 23, 1989 in k 62 of Pa I Maps, page 25, San Mateo County . rds; portion of Parcel B and a portion of ainder Pa l 1, as shown on the p filed January 9, 1985 in • k 55 of Parcel Maps, page 61, San Mateo County ords, described as follows: No d s ption has . n prepared. PARCEL TWO: Portion of Parcel B and a portion of R cinder Parcel 1, as shown on the map filed January 9, 1985 in k 55 of Pa 1 Maps, page 61, San M r County ords; the a ; d ribed in the Amended Final Order of , Condemnation recorded D ber 3, 2001, Series No 2001- 193965 Official R rds, San M ;r County ords d ; `' , as follows: No d e iption has been provided. No d ription has been p .. ided. 2 Title No, 11 70 ,.. 3 -MK Locate No. CACT17741 -7741- 2407 - 0044702 3 A portion of the Remainder Parcel 1, as shown on the map filed January 9, 1985 in k 55 of Pa l Maps, page 61, San Mateo County ords, d ribed as follows: N THE DESCRIPTION CONTAINED HEREIN IS BASED UPON INFORMATION SUBM D TO THIS COMPANY FOR THE PU SE OF THIS REPORT; IT IS NOT BASED UPON A SURVEY. SAID DESCRIPTION DOES NOT ;, ,ATE THE LAND BY REFERENCE TO MONUME OF RECORD AND IS NOT SUFFICIENT FOR INSURANCE PU SES. LINES AND MONUME THEREIN REFS, ;D TO MUST BE L TED BY A CO, SURVEY, CONSIDERATION BEING GIVEN TO DESCRIPTIONS OF ADJOINING LANDS NDED TO BE INCLUDED IN THE DEVELr ENT A . ANY FINAL REPORT OR POLICY IS DEPENDENT UPON SUCH A PROPER DESCRIPTION BEING FURNISHED AND WILL BE SUBJECT TO ANY MA DISCLOSED BY THE E SEARCH OF ANY ADDITIONAL LAND DISCLOSED BY SUCH DESCRIPTION. d MX SAN F,. .O, COU A porU: n of apns: 015 - 010 -260; 015 - 010 -270; 015 - 010 - 010 -600; 015- 190 -170 and 015- 190 -190 CLTA Pr It °r 1a, 1 r , dl (11117 2. The li of supplem (Commencing with S, 404 el 3. 4. Rights and ease 5. 6. 8. AT THE DATE HEREOF, MS TO BE SIDERED AND EXCE ONS TO COVE • E IN MIDMON TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN FO •WS: 1. Property taxes, which are a lien not yet due and payable, including any a taxes to be levied for the In I year 2011-2012. - I...* 0,11 ill 7. Easement(s) for the pu document. Gran'. to: Pu • •,e: rded: Aff A portion of said 197, page 467 1 taxes, if any, ass on 7 ) of the Reff-pe and T - • - - #1 • rce, navigation and fishery. (40 s) shown below and rights incidental the Pacific Gas and Electric Company any :4 ing el- ic transmission lines and gas mains March 6, 1912, • • k 206, Page 487, of The * r Ct 11 g•n and ,e net of said nt has been quitclaimed by in k. • 3 te No. CACT17741-7741-2407-004070 D POLICY FORM WOULD BE AS pursuant to the p tion code of the S 111 0 0 Title No. 11 • ent is not disci "r, Repo Form - Modified (11/17/06) isions of Chapter 3.5 te of Californi ed February 26, 1926, 70 Ms col 0 , •'4,11 11 as granted in a of d ith 00 00 -MK 3 ITEMS: (continued) 9. 10. 11. 12. Title No. 11-4070 -MK No. CACTI7741-7741-2407-0040702883 • r; - • 41 ke t • 1 • I • 1 ' • I-v I • 13. Easement(s) for the pur • ment. Granted to: Pu • • e: rded: Aff 1 ti 111 (s) shown below and rights incidental thereto as granted in a Pacific Gas and Electric Company pipe line ber 16, 1969, ; • • k 5702, Page 385, of Offidal Records a portion of Pa I Two 4 CLTA Preliminary Repo tiled (11 17 15. 16. 17. ITEMS: (continued) 14. nt. irIght de No. a Title No. 11 ; . L., 0 "A' • 70 741-7741-2407-0040702 3-MK 010` r. sr w f, • • • • • 1 r • IT CLTA Preliminary Report . led (11/17/06) 3 ITEMS: (continued) 18. 19. 20. 21. Ea d Gran Pur Aff • ment. 12.1 ;*. rded: ent(s) for the pur to: • - 4, • • Title No. 11 • 70 Locate No. CACTI7741-7741-2407-0040702 3-MK 3 (s) shown below and rights incidental thereto as granted in a Pacific Gas and Electric Company, a California corporation and Pacific Bell, a California corporation Underground conduits, pilics, manholes, service boxes, wires, cables and electrical conductors, aboveground . ricer • risers and service ped; .1Is; underground and aboveground switches, fu terminals, and transfo . with a i;• conc pads ember 4, 1985, Instrument No. 85130034, of Official Records 10 foot strip over the w- -rly portion as d ri' ;$ therein ";"; ;;.•.""' ""1: * * .;" • .'— 10 ;:it. • • 1 .• —•• • 0' I •10 0 • • U 1l 0 . • or or e p • • 0 IPS 0 It 11 6 T Form - 7 23. 25. 26. ITEMS: (continued) 22. u irrotthe leasehold' c t . " • $ 7 by said lease and other r f II Darticulairs. Title No. 11 ...$ - ng 414e: te No. CACT17741 -MK ; r 1 '4.11 • 1 U 1TA Preliminary Report WI (11/17/05) ITEMS: (continued) 27. 2s. 30. L.. • a 8 29. The fact that said land is included within a project area of the ;..evelopment Agency shown below, and that pr..- ings for the red- -lop nt of said project have been in -d under the Red lopment Law (such redevelopment to pro s only r the adoption of the redevelopment plan) as disci - • by a document. I evelopment Agency: rded: Revised Stat ent of In bon of Red lopment P Instrument No. 2007-165903, of Official Records. . • " • • I a 11 . * • - 0 - I 1 h" * # . 1 31. Ma • which may be disclosed by an inspection and/or by a cor ALTA/ACSM Land Title Survey of said land that is sa i . ctory to this Company, and/or by inquiry of the parties in $ 6 ;A. on the z.sf . egE rr, a Acdt.i. The South San Francisco Downtown/Central Redevelop June 24, 2005, Instrument No. 2005-106176, of Official R 1 8 -320- Locate No. CACTI7741-7741-2407-0040702 ings d Title No. 1.1 orded Nov $ s TO nt Project rds 3 ber 26, 2007, am Preliminary Report Modified (11/17/06) 3 ITEMS: (continued) 32. 33. 34. 0 • w ur • .* 0 There are NO this report. If a county recorder, title insurance • pany, row o• pany, - .1 .te broker, real agent or as. '.1'•n provides a copy of a declaration, g. ing document or deed to any pe • n, California law requi that the document provided shall include a statement regarding any unlawful u l'• ns. Said statement is to be in at L 14-point bold face type and may be stamped on the first page of any document provided or included as a • er page ched to the requ • d • - nt. Should a party to this transaction request a copy of any document repo t. herein that fits this ;.•ory, the sta ent is to be included in the manner described. Please contact Esc • Any documents being p ence of an a authorizz.• emp service. If the a provided in this re 00 0$ n END OF ITEMS said land, Office for Wire Instructions. uted in conjun in with this tra -;ction must be signed in the Company employee, an a • • rtzed employee of an agent, an of the insured lender, or by using Ban ry or other approved third requirements cannot be -I, please call the • pany at the number 9 rded within twenty-four (24) months of the date of No. CAC177741-7741-2407-0040702 Title No. 11-4070 CLTA Preriminary Report Form - Mod" - (11/17/06) -MK 3 • (contin END OF NOTES t_sg 9 eIttietpid( 7 O t.L$.44 1 10 • te No. CACTI7741-7741-2407-0040702883 LTA i Tale No. 114070 :4: 3-MK rt (11/17106) sf-2948813 recorded on Mateo County, at Fo Exhibit 6.10.1 of Certificate of Com OF CERTIFICATE OF CO letion EREAS, the Redevelopment Agency of the City of South San Francisco ("Agency"), the City of South San Francisco ("City"), and Oyster Point Ventures, LLC, a Delaware' • led liability company ("Developer") entered into a Disposition and Development Agr- ent dated as of , 2011 (the "Agre ent"), a m orandum of which was , 2011 in the Office of the County Recorder of San of the Official Records se g forth the t s and conditions under which the Agency would convey certain real property to Developer, which property is p ocularly described in Exhibit A attached hereto and made a part hereof (the "Property"), and setting forth certain obligations of the Developer to construct certain Improv- ents (as defined in the Agreement) on the Property; WHEREAS, by Grant Deed dated 20 (the "Deed"), which was recorded on 20 in the Office of the Co ty Recorder of San Mateo Co ty, at of the Official Records, the Agency did convey to the Developer fee s ple title to the Property; WHEREAS, the Agency has conclusively dete ined that the construction obligations of the Developer as to 1 as specified in the Agre ent have b fully perfo ed and the Improv , i • ents (as defined in the Agre ent) completed in accordance therewith; and WHEREAS, as stated in the Agre- ent, this Certificate of Completion does not constitute evidence of compliance 'th or satisfaction of any obligation of Developer to any holder of a mortgage or any urer of a mortgage sec ng money loaned to finance the Redevelopment Project or any part thereof and shall not be d- • ed a notice of completion der the California Civil Code, nor shall this Certificate provide evidence that Developer has satisfied any obligation that survives the expiration of the Agre ent; NOW THEREFORE, as provided in the Agre ent, 'th respect to the Property, and subject to the foregoing provisions hereof, the Agency does hereby certify that such obligations and Improv ents have been fully perfo ed and completed as aforesaid and that the - Agre ent shall be de i ed t • nated and of no er force or effect, except as provided therein. [Si ture on following page] LETION ••■■■ IN WITNESS WHEREOF, the Agency has duly executed this instrument this day of ,20 . REDEVELOPMENT AGENCY OF THE CITY OF SOUTH S . F CIS CO, a public body, corporate and politic By : N e: Title: sf -2948 813 Exhibit 6.11.1 Lela Descri $ r on and D iction of Dedicated Pro • ert r■rrrrrrm 1 1111,11,0 g EA ... ,„..„, ..........,„ F. 4 4 c rij < ril 4? 4 u A ILM 'KUM - —326— urrurrrrrrurrrirr 111111111, m g _ ( RECORDING REQUESTED BY EN RECD ED RET TO: sf 2948813 Attn: (Space above this line for Recorder's use only) C ONS ENT AND ASSUMPTION AGREEMENT This Consent and Ass ption Agreement ( "Assi ent "), dated as of this day of 20 (the `Effective Date "), by and between the Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ( "RDA ") and (" e e ") . A. Assignee desires to acquire certain property located in the City of South San Francisco, County of San Mateo, State of Califs ia, as more particularly described on Exhibit A attached hereto and made a part hereof. B. The Property is subject to the to s and conditions of that cent Disposition and Development Agre ;; ent (this "Agr - ent ") dated , 2011 by and ong the RDA, Oyster Point Ventures, LLC, a Delaware limited liability company, and the City of South San Francisco, a municipal corporation. Exhibit 9.3 Assumption Agre WITNESSETH C. The RDA des' to consent to Assignee's assumption of all of the obligations of the "Developer" under the Agr ent to the extent such obligations relate to the Property. NOW, THEREFORE, for good and valuable consideration, the re 'pt and sufficiency of which are hereby acknowledged, RDA and Assignee hereby agree as follows: 1. Acceptance and Ass ption. From and after the Effective Date hereof, Assi ee, for itself and its successors, assigns and legal representatives, hereby expressly assumes all of the rights, interests, obligations and liabilities, fixed and contingent, of the obligations of the "Developer" under the Agre ent to the extent they relate to the Property (the "Assigned Interests "). 2. RDA's Consent. RDA hereby consents to the ass ption by the Assignee of all of the Assigned Interests and agrees to look solely to the Assignee and its successors and assigns for any and all liabilities and obligations of the "Developer" der the Agre ent arising from and after the Eff ve Date. 3. Gove 'ng Law. This Assi ent and the legal relations of the parties hereto shall be goo ed by and construed and enforced in accordance with the laws of the State of California, without regard to its principles of conflicts of law. 4. Counterparts. This Assi ent may be executed in two or more co terparts, each of which shall be de ed to be an original and all of which together shall constitute one and the s e instrument. 5. F er Assurances. RDA and Assignee agree to take all such further actions and execute such further doc ents as may be necessary or desirable to carry out the purposes of the Assi, ent. IN WITNESS WHEREOF, RDA and Assignee have duly executed this Assi ent as of the day and year first above 'tten. ASSIGNEE: By: e Title: RDA: REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN CISCO a public body, corporate and politic By: : By: By : ATTEST: sf- 2948813 Executive Director Agency Secretary APPROVED AS TO FO Agency General 1,111 sel Exhibit A Property Exhibit 10.15.1: Ex sf-2948813 edited Arbitration Procedures 3 sf-2948813 E).__Apixlited Arbitration rt ir I ures 1 . Initiation of Arbitration: Des(' of Di - mite. The complaining Party (the "Complaining Party") shall initiate arbitration by wriii notice to the other with a description of the dispute or alleged breach.. This description hall explain die nature of the complaint and the provisions of the Agreement on which the complaint is based. The date that such noti is effective pursuant to the notice provision of the Agre ent shall be the "Initiation D 3. —._cept as expressly modified herein, the arbitration proceedings sh ±7ministered by and in a srdaie wfli the th11i existing J S Streamlined Arbitration Rules and Procedures (a the expe ted p_czedurc3 of the American Arbitration Association (" ") if J S is no longer in existence at the time of the Initiation Date) notwithstanding the nature or the . o t in controversy of the dispute. If the resolution of the dispute cr deter illation of the allege c: ech Lvolves the acts, omissions or claims of any third p rson, the a nitration she t p xI i less and until e1 such persons have agreed to join in and oe bound by the arbitration. Except as provided by this paragraph, no person oth than the Parties shall have a right or obligation to join in all; ._trbitration without the express written consent of both Parti..s. 2. pointment of Arbitrator. The arbitration pre edings shall be conduct( a single nem...al arEL (the "Arbitrator") qu9_1ified by education and experience in the subject matter of the submitted dispute, id shall be selected by mutual ai - ent ofthe Partie s from a panel selected F t. -- San Francisco office of J S (or if ;A IS is no longer in existence), and if the Parties fail to agree • i five (5) busine5.7, ys aftei itiation Date, or if.TAMS oes not off selection ofpotcntial ar ifro a ; the requisite qualifications, c er party may apply to the Super; Cou: of San Mateo County, California for the app ritment of the Arbitrator. T , Mte on which the Arbitrator is selected or appointed is refer", I to as the "Selection E Exhibi 3. of Arbitrator. Subject to the t s and I 'tations in this Exhibit arr' the peement, the 7,; for shall have full power to give such directions and to make such ord in the matters so referred as the Arbitrator shall deem just. The Arbitrator may grant any r edv or relief -_:onsister with applicable law, the terms of the Agreement, and , evidence . presented. 4. Diselvery. I feel1 the parties, 1 )arties st 11 be entitle o discover all joeurrients and other nifonnation reasonaaty n :essaxy for a full unaerstanding ot any legit' tte issue raised in the arbitration. They may use all methods of discovery customary unc feder r, including but not limited to depositions, requests for admission, and requests for pioduction ot docurn( With respect to third parties, the Arbitrator shall have the power to issii.e subpoenas for f e attendance of witnesses and the production of doc ents. The • e pe,riods for compliance shall be set by the Arbitrat r, who may also set limits on the scope of such discovery, in view of th9 desire of the pa to expeeite the resolution of disputes. 5. The Hearin.. The Arbitrator shall set the matter for he ng within (2‘") business days after the Selection Date. hearing shall be conducted as follows: (a) The Parties shall file briefs with the Arbitrator at least three (3) business days before the hearing, specifying the facts each intends to prove and analyzing the applicable law. (b) The Arbitrator will conduct the hearing as if it were an info al court trial. The Arbitrator may adjo the proceedings from time to time, shall preside at the hearing, and rule on the ; , ission and exclusion of evidence, as well as questions of procedure, and may exercise all other powers reasonably necessary for the efficient and expeditious administration of the proceedings. (e) The Arbitrator may issue subpoenas for the attendance of witnesses and the production of doc ents for the he , . 'ng. (d) The order of proof will generally follow that of a typical court trial, including the oppo ity to make opening and closing stet ents. (e) Within reasonable limitations, both sides at the he ng may call and ex ine witnesses for relevant testimony, introduce relevant exhibits or other doc ents, cross - ex ine or impeach witnesses who shall have testified orally on any matter relevant to the issues and oth ise rebut evidence. 6. Evidence. The Arbitrator shall be guided in its det ination of evidentiary issues by the Federal Rules of Evidence or by any other applicable judicial rules of evidence; however, strict confo ity to such rules of evidence is not required, except that the Arbitrator will apply the law relating to privilege and work product. 7. Substantive Law. The Arbitrator shall follow and be bo d by the substantive law of the State of Califo ' a. 8. Decision: Judicial Review. The Arbitrator shall try all issues of law or fact that are the subject of the arbitration, and, wi ten (10) business days after the conclusion of the he 'ng, issue a statement of decision explaining the reasons for the decision and containing a full statement of the facts as fo d and the rules of law applied in reaching a decision. The award will be de ed to have been made in San Francisco, California. An order or judgment upon that decision may be obtained by either party only in the Superior Court of San Mateo County, California. 9. Confidentiality. All papers, documents, or evidence, whether 'tten or oral, that are clearly marked as confidential and that are filed with or presented to the Arbitrator shall be de ed by the Parties and the arbitrator to be confidential info ation. No party, expert, or the Arbitrator shall disclose in whole or in part to any other person any confidential info ation submitted by any other person in co ection with arbitration proceedings, except to the extent sf -2948 813 (a) required by law, regulation, subpoena, or a final order of a court of competent j 'sdiction; provided that the party being compelled to disclose the confidential info ation promptly notifies the other of any such required disclosure and provides copies of all legal process and other papers that evidence the d and for disclosure, affording the other Party an oppo ity to seek a protective order, quash the subpoena or pursue any other r edy available to it. Whether or not either Party seeks or obt s a protective order or other relief, the party being compelled to disclose confidential info ation shall disclose only so much of the confidential info ation as it is legally obligated to disclose; (b) r onably necessary to assist counsel in the arbitration or pr tion for arbitration of the dispute; or sf-2948813 (c) that such "confidential" info ation was previously or subsequently b - •mes known to the disclosing party without restrictions on disclosure, was independently developed by such disclosing party, or becomes publicly kno through no fault of the disclosing party. In any event, confidential info ation may only be disclosed to Parties, the attorneys for the P es, and witnesses who are expected to testify con - g such info ation, provided such tnesses sign a confidentiality agre ent (in a fo and substance reasonably acceptable to the Party or P es the confidential inf ation of which is to be disclosed to the witness). 10. Costs and Fees. All attorneys' fees and costs shall be paid as provided t to the Agreement, except that each Party shall pay fifty percent (50%) of the fees and expenses of the Arbitrator. -333- SOLUTION APPROVING THE DISPOSITION OF CERTAIN PROPERTY LOCATED AT THE OYSTER POINT MA. A AREA. G THE DISPOSITION OF SUCH PROPERTY PURSU T TO A DISPOSITION DEVELOPMENT AG EMENT WITH OYSTER POINT NT S LLC APPROVING THE REPORT REQU ' D IN CO ECTION WITH SUCH DISPOSITION BY HEALTH ; D SAFETY CODE SECTION 33433; ADOPTING FINDINGS IN Co ECTION WITH THE FOREGOING SACTIONS; CONSENTING TO THE REDEVELOPMENT AGENCY EXECUTING A DISPOSITION D DEVELOP NT AG EMENT CITY COUNCIL, CITY OF SOUTH SAN F j CIS CO, STATE OF CALIFORNIA RESOLUTION NO WHEREAS, the Redevelopment Agency of the City of South San Francisco ( "Agency ") is a redevelopment agency existing purs t to the Comm 'ty Redevelopment Law, California Health and Safety Code Section 33000, et seq. (the "C "), and pursuant to the authority granted they der, has responsibility to implement the redevelopment plan for the Downto Central Redevelopment Project Area (the "Project Area ") established by the Redevelopment Plan adopted for the Project Area purs t to Ordinance No. 1056 -89, adopted on July 12, 1989 and as subsequently ended (the "Redevelopment Plan"); and WHE AS, the City of South San Francisco ( "City") is the owner of certain real property located at the Oyster Point Marina Area within the Project Area and co only known as the Oyster Point Marina ( "Marina Property "); and W AS, the City and the San Mateo Co ty Harbor District ( "District ") have established a joint pow authority that gov ; s the development, operations, and m ' tenance of the Oyster Point Marina Property, including manag - ent of the Oyster Point Marina by the District; and WHEREAS, Oyster Point Ventures LLC, a joint ° venture b een Shorenst Prop es and SKS Investments LLC ( "Developer "), o s the Oyster Point Business Park, which is adjacent to the Oyster Point M Ana, for the purpose of developing the Oyster Point Business Park into a mod res + ch and development life sciences c� pus; and 1 E AS, in collaboration with City and Agency, Developer has proposed a public- private development approach that would result in an integrated development of the Oyster Point M a and the Oyster Point Business Park ( "Project Site ") ongst the City, the District, the Agency and Developer; and, WHEREAS, on May 13, 2009, the City Council and Agency Board of Directors approved a M orandum of Understanding, which set forth (1) a description of the Project to undertake the required analysis by the City and Agency pursuant to the California Enviro ental Quality Act ( "CEQA "), (2) the feasibility of the project and allocation of estimated costs ong the parties, and (3) the necessary p1. ; 'ng activities, entitl ents and agre ents to ` pl , ent the Project; and, EREAS, Developer has proposed the phased r oval and replacement of certain existing buildings at the Project Site, and phased construction of an office/R &D development at a floor area ratio of 1.25 up to a total of 2,254,230 square feet on the western portion of the Project Site, including a "Phase 1" development consisting of grading and refuse relocation for the initial 508,000 sq e feet office/R&D in three buildings of up to ten stories and a parking structure, and public enities including creation of waterfront open space, a promenade along the realigned Oyster Point and Marina Boulevards, construction of a flexible -use recreation area, grading and site preparation of the future hotel parcel, as well as reali ent, reconfiguration, replac ent, and improvement to existing roadways and infrastructure to facilitate the development, subject to the t s of the Project entitlements including the proposed Development Agreement (collectively, the "Project "); and WHEREAS, the Project includes r __ ediation of existing enviro ental degradation and contamination, including repair or replac ,, , ent of the cap of a closed municipal landfill located ' ediately adjacent to the San Francisco Bay and remediation of an industrial s p within that closed m ' cipal landfill; and WHE AS, the Project will raise the level of certain portions of the close landfill and its p 'meter to counteract the projected effects of sea level rise on the closed landfill and the s ounding property, and protect the enviro ent from potential release of the contents of the landfill into the Bay; and tl W , , REAS, purs t to CRL Section 33220(a), the City desires to sell, and Agency desires to acquire, a portion of the M 'na Property o ed by the City, as more particularly described in the legal description attached to this Resolution as Exhibit A, and illustrated in the figure attached as Exhibit B ( "Conveyed Property ") for the purpose of impl - ;venting the Project; and EREAS, in order to c out and impl ent the Redevelopment Plan, the City and the Agency desire to enter into a Disposition and Development Agree ent (the "Agreement "), attached as Exhibit D, with the Developer pursuant to which the Agency will sell the Conveyed Property to the Developer for the purpose of developing and constructing the Project and Developer will assign the King's Leasehold Interest to the Agency; and WHEREAS, the Conveyed Property is located within the Project Area, the acquisition, improv : ent and operation of the Project pursuant to the Agreement will benefit the Project Area by providing quality commercial and retail tenants, thereby promoting quality development, construction jobs, p anent ' ployment and enhancing the enviro ent of the Project Area; and WHEREAS, p ; t to CRL Section 33433, the Agency is authorized with the approval of the City Co cil after a duly noticed public h 'ng, to sell the Property pursuant to the Redevelopment Plan upon a dete ination by the City Council that such sale of the Conveyed Property will assist in the elimination of blight, that the consideration for such sale is not less than the fair market value or fair reuse value of the Conveyed Property in accordance with the covenants and conditions gov ing the sale of the Conveyed Property and improv ent costs required thereof, as well as the particular uses to be condu • by the Developer on the Conveyed Property, and that the purchase and sale der the t- • s and conditions set forth in the Agreement is consistent with the Implementation Plan; and WHEREAS, CRL Section 33433 provides that prior to the Agency's sale of property acquired with tax incr ent funds the Agency must prepare and make available to the public a report (the "Reuse Report") describing the te s of the sale and development of the property; and WHE AS, the Agency has caused a Reuse Report to be prepared, attached as Exhibit C, and a joint public hea g of the Agency and City Co cil on the proposed Agre ent was duly noticed in accordance with the req - ents of CRL Sections 33431 and 33433; and WHEREAS, the proposed Agre - ent, and a • ary report meeting the requirements of CRL Section 33433, were available for public inspection prior to the joint public; and, WHEREAS, all actions required by all applicable law with respect to the proposed Agre ent have b taken in an appropriate and ely er; and WHEREAS, the City Council has reviewed the S • • ary Report and evaluated other info ation pertai g to the findings required by CRL Section 33433; and WHEREAS, p t to CRL Section 33421, the Agr alleviation or r- oval of blighting conditions and would Jmpl entation P1 by providing for the provision of • prov ain uses as provided in the Agr ent; and 3 ent would assist in the er the goals of the ents and the operation of WHEREAS, p • • t to the California Enviro ental Quality Act ("CEQA"), on March 23, 2011, the City Council certified a Final Enviro ental Impact Report for the Project and related approvals, including the Disposition and Development Agre ent, and adopted conc ently ther- ith a Stat- ent of Ov- 'ding Considerations and Mitigation Monitoring and Reporting Progr in connection therewith; and WHEREAS, the City Council has duly considered all of the to °s and conditions of the proposed Agreement and believes that the redevelopment of the Property pursuant to the Agreement is in the best interests of the City of South San Francisco and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requir ents. N'f rw VIII H 111 `;REF RE BE Y ll RESOLVED by the City Council of the City of South San Francisco that it hereby: 6. Approves the Reuse Report. 1. Finds the foregoing recitals are true and correct and made a part of this Resolution. 2. Finds that the exhibits attached to this Resolution, including the legal description of the Conveyed Property Exhibit A), the illustration of the Conveyed Property (Exhibit B), the Reuse Report (Exhibit C), and the Disposition and Development .Are ent Exhibit D) are each incorporated by reference, as if set forth fully herein. 3. Finds that by Resolution No. w the City Co «, ci1, exercising its independent judgment and analys . s has found that EIR was prepared for the Project in accordance with CEQA, which EIR adequately discloses and analyzes the propose Project's potentially significant enviro ental impacts, its growth inducing impacts, 1d its cumulative . pacts, and analyzed alternatives to the Project. For those impacts that co l ld potentially exceed CEQA threshol s of si . ficance, where feasible the City has identified and imposed mitigation measure that avoid or reduce the impact to a level of less -than- significant. Thy; City Co cil has further fo d that the benefits of approving the Project outweigh the Project's s ; ° ficant and avoidable pacts. 4. Finds that the development of the Conveyed Proprty in accordance th the Agreement will be of benefit to the Project Area, will er the goals of the Redevelopment Plan, and will be consistent with the implementation plan adopted in co ection therewith. 4 -337- 5. Authorizes the sale of the Conveyed Property to the Agency for e p ; doses of the Project and the Red velopment Plan. 7. Finds and dete ines that, based upon substantial evidence provided in the record before it, the consideration for the Agency's disposition of the Conveyed Property pursuant to the t .. s and conditions of the Age ent is not less than the fair reuse value at the use and with the covenants and conditions and development costs authorized by the Agreement. 8. Finds and determines that the disposition of the Conveyed Property by the Agency pursuant to the Agreement will eliminate blight within thl Project Area by providing for the proper reuse and redevelopment of a portion of the Project Area which was declared blighted. 9. Finds and det ines that the disposition of the Conveyed Property, as provided under the Agreement, is necessary to eff ate the purposes of the Redevelopment Plan. 10. Finds and dete 'nes that the Agr ent is consistent with the provisions and goals of the Imply entation Plan. 11. Finds and dete ines that the provision of improv- a ents pursuant to the Agre ent is necessary to effe dte the Redevelopment Plan and make construction of such improvements economically feasible. 12. Consents to the approval and execution of the Agr lent by the Agency. 13. Approves of the Agre make revisions to the Agr Agency's obligations there AYES: NOES: ABSTAIN: ABSENT: a a ent, and authorizes the City Manager (or his designee) to ent which do not materially or substantially increase the der or materially or substantially change the uses of a I ATTEST: 5 development pe itted on the Property, to sign all agr ents and/or documents, to make all approvals and take all actions necessary or appropriate to c out and impl ent the Agre - ent and to administer the City's obligations, responsibilities and duties to be perfo ed under the Agre • ent and related documents. City Clerk 14. Authorizes the City Manager or his designee to si all doe ents, to make all approvals and take all actions necessary or appropriate to c intent of this Resolution. Jl out and imp ent the 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 , 2011 by the following vote: Legal Description of Conveyed Property d Sr EXHIBIT A 6 -339- ow EXHIBIT B Illustration of Conveyed Property 7 -340- EXHIBIT C Reuse Report PT A� rr T 8 -341- IBIT D Disposition and Development Agreement r �1 �},"� � �� � ��r � !�' U�� u, � � �� i1 „��ID� J � �l� �f � �� � � O � „iu'�r�' °' '�r � , �1„ � ' ur