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HomeMy WebLinkAboutReso 58-1982RESOLUTION NO. 58-82 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AND AUTHORIZING. EXECUTION OF AN AGREEMENT ENTITLED "AGREEMENT - SUBDIVISION IMPROVEMENTS - GATEWAY CENTER" that: BE IT RESOLVED by the City Council of the City of South San Francisco 1. Execution of Agreement. Execution of an Agreement entitled "Agreement - Subdivision Improve- ments - Gateway Center" among the City of South San Francisco, the Homart..Develop- ment Co., and the Redevelopment Agency of the City of South San Francisco, and of the "Escrow Deposit and Pledge Agreement" attached theretoas Exhibit "D", is hereby authorized, and a copy of said Agreement is attached 'hereto as Exhibit "A." 2. ~Signature. The Mayor is authorized to execute said Agreement on behalf of the City, and the City Clerk attest his signature thereto. 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 re.qular meeting held on the 2nd day of June , 1982, by the following vote: AYES: Councilmembers Ronald G. Acosta, Mark N. Addie.qo, Emanuele N. Damonte, · NOES- ABSENT: Gus Nicolopulos; and Roberta Cerri Te.qlia None None ATTEST' ~ ~ City Clerk AGREEMENT Subdivi sion Improvements GATEWAY CENTER THIS AGREEMENT is made and entered into-as of this ]st day of ~u]y , 1982, by and among the City of South San Francisco, a municipal corporation, hereinafter designated "City," Homart Development Co., a corporation, hereinafter designated "Subdivider," and The Redevelopment Agency of South San Francisco, hereinafter designated "Agency," each of whom understands and agrees as follows: W I TN E'S S E T H WHEREAS, Subdivider is the developer of a project known as the Gateway Project in the City of South San Francisco upon which it proposes to construct or cause to be constructed a development consisting of office buildings, a hotel or hotels, retail commercial establishments, research and development facilities and other buildings and facilities all pursuant to the Gateway Specific Plan, the Redevelopment Plan and the Owner Participation and Development Agreement as hereinafter defined; and WHEREAS, City and the Agency have adopted a Redevelop- ment Plan for the Gateway Redevelopment Project. Subdivider's development is within the Gateway Redevelopment Project and Di sc 5470 A1 Date: 5/27/82 subject to the said Redevelopment Plan. The City, the Agency and Subdivider have entered into an Owner Participation and Development Agreement, dated March 19, 1981, which deals with the development of the area by Subdivider and provides for the financing of certain public improvements; and WHEREAS, under the Owner Participation and Development Agreement above referenced (OPA), Agency and Subdivider have agreed that the cost of the construction of certain of the Improvements as hereinafter defined shall be shared in accord- ance with the schedule set forth in Exhibit C hereto. Subdivider has agreed to advance the Agency's Proportionate Share of the cost of the Improvements, provided that Subdivider shall be repaid for such advance under the terms of the Repayment Agreement dated April 28, 1982 by and among the City, the Agency and Subdivider (the RepaYment Agreement). It is under- stood and agreed that this agreement is in harmony with and not in derogation of the OPA. WHEREAS, City has approved Tentative Subdivision Map No. SA-81-74 Tentative Map Gateway Center; hereinafter designated "map'"; and WHEREAS, Subdivider has requested approval of the Building Permit for a building on a portion of the property covered by the map, which permit is sought to be issued prior to the completion and approval of the plans and specifications for the construction and completion of improvements, including all -2- streets, highways and public ways and public utility facilities which are a part of, or appurtenant to, the subdivision (herein- after designated "subdivision") designated in the map as required by the Owner Participation and Development Agreement and the conditions of approval of the tentative map, which public improvements are described in Exhibit "A" attached hereto and by this reference incorporated herein and made a part hereof; and, WHEREAS, this Agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of Califor- nia and Title 19 of the South San Francisco Municipal Code and the OPA; NOW, THEREFORE, for and as a precondition to the issuance of the requested Building Permit and approval of the final subdivision maps and of the acceptance of the dedications of easements for street and highway purposes and public facility and utility easements therein offered, excepting those dedicated to other agencies, and in order to insure satisfactory perfor- mance by Subdivider of Subdivider's obligations under said Subdivision Map Act and Title 19 of said Code, the parties agree as follows: 1. Performance of Work: Subdivider shall, in accordance with the Owner Parti- cipation and Development Agreement and the conditions of approval of the tentative map, furnish, or cause to be furnished -3- completed plans and specifications for the construction of the public improvements, which said plans and specifications must be approved by the Director of Public Services, prior to construction of said improvements. In addition, Subdivider shall furnish, or cause to be furnished all labor, supplies, equipment and materials and do, or cause to be done, in a good and workmanlike manner all of the following works and improve- ments within (and/or without) the subdivision, to wit: Improve- ments and required items of work described in Exhibit "A" attached hereto (the "Improvements"). The cost of such improve- ments and required items of work including the cost of the plans and specifications is estimated to be $12,688,744. Subdivider shall also do all the work and furnish all materials necessary in the opinion of the Director of Public Services and, on his order, to complete the Improvements in accordance with the completed and approved plans and specifications, or with any changes required or ordered by said Director of Public Services which, in his opinion, are necessary or required to complete the work. 2. Work; Places and Grades to be Fixed by Director of Public Services: Ail of said work is to be done at the places, of the materials in the manner and at the grades, as approved by the Director of Public Services and to the satisfaction of said Director of Public Services with the advice and consultation of the engineers who prepared the plans and specifications for said public improvements. 3. Work; Time for Commencement and Performance: In the event the work is not undertaken through special assessment district proceedings Subdivider shall commence said work as soon as reasonably possible following abandonment of such proceedings and shall complete said work within three (3) years after commencement. Prior to the com- mencement of work hereunder, Subdivider shall obtain the Director of Public Services' approval of the plans and speci- fications for the Improvements and shall notify the Director of Public Services in writing of the date fixed by Subdivider for commencement of the work, so that the Director of Public Services shall be able to provide.services of inspection. 4. Time of Essence - Extension: Time is of the essence of this Agreement, provided that in the event good cause is shown therefor, the City Coun- cil may extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to the Subdivider's sureties, and extensions so granted shall not relieve the sureties' liability on the bonds to secure the faithful performance of this Agreement and to assure payment of all persons performing labor and materials in connection with this Agreement. The City Council shall be the sole and final -5- judge as to whether or not good cause has been shown to entitle Subdivider to an.extension. 5. Repairs and Replacements: Subdivider shall replace or have replaced, or repair or have repaired, as the case may be, all pipes and monuments shown on the map which have been destroyed or damaged, and Subdivider shall replace or have replaced, repair or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, by the State of California, or any agency or political subdivi- sion thereof, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the Director of Public Services or said corporation, person or agency. 6. Proportionate Shares and City's Contribution: There shall be excluded from Subdivider's obligation under this agreement the obligation to pay for those Improve- ments defined as 'City Contribution' in paragraph 1.5 of the Repayment Agreement. For the purposes hereof the Total Cost of Improvements shall mean the total cost of construction, bond premiums and insurance costs, total estimated cost of acquisi- tion of lands and easements from third parties and all incidental costs and contingencies as certified by Subdivider and approved -6- by Agency, which approval shall not be unreasonably withheld, including engineering, supervision .and inspection as incidental to construction and acquisition (including fees paid to City for inspection of the Improvements), including Agency's Propor- tionate Share and Subdivider's Proportionate Share of said costs, but exclusive of the City Contribution. Agency's and Subdivider's Proportionate Share of the Total Cost of Improvements shall be determined as follows: (a) The total cost of each item of Improve- ments listed on the Improvement Description on Exhibit B shall first be determined by adding to the estimated construction cost thereof its allocated share of the incidental expenses as identified in the above referenced Total Cost of Improvements, such allocation to be made in direct proportion to construction costs. (b) The resulting total cost of each numbered item of Improvement shall then be multiplied by the percentage figure set opposite each such item under the caption 'Agency's Share' and 'Developer's Share' in Exhibit C. (c) The aggregate amount of all of the figures resulting from the calculations under (a) and (b) shall be the Agency's and Subdivider's Proportionate Share of the Total Cost of Improvements for the purposes hereof. . -7- (d) The final determination of the Agency's and Subdivider's Proportionate Share of the Total.Cost of Improvements shall be made upon completion of the Improve- ments and acceptance thereof by the City. 7. Permits; Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of such improvements, give all necessary notices and pay all fees and taxes required by law. 8. Superintendence by Subdivider: Subdivider shall give personal superintendence to the work on said improvements, or have a competent foreman or superintendent, satisfactory to the Director of Public Services, on the work at all times during progress, with authority to act for Subdivider. 9. Inspection by City: Subdivider shall at all times maintain proper facili- ties, and provide safe access for inspection by City, to all parts of the work and to the shops wherein the work is in preparation. 10. Contract Security: Concurrently with the execution hereof, subdivider shall furnish: (1) an acceptable escrow deposit and pledge agreement in the amount equal to at least one hundred percent -8- '(100%) of the cost of the completion of the plans and specifi- cations and the construction and completion of the Improvements in the form of Exhibit D attached hereto, as security for the faithful performance of this Agreement. Subdivider shall require all subcontractors to file a labor and materials corporate surety bond as security for payment of all persons furnishing labor and materials in connection with this Agree- ment. If and to the extent that the Gateway Assessment Dis- trict undertakes to finance and construct the Improvements, Developer shall be exonerated and released from any responsi- bility under this agreement; and from and after the date upon which the contract is let for the construction of the Improve- ments by the Assessment District and the contractor posts a statutory payment and performance bond, Subdivider's escrow posted pursuant to this paragraph 10 hereof shall be released and exonerated to the extent of 85~ of the total cost of the Improvements. In lieu of or in addition to the above referenced escrow account, Subdivider shall have the right to substitute a surety bond or bonds or a letter of credit in accordance with the Subdivision'Map Act and City's ordinances pursuant thereto and subject to the reasonable approval of City. ~ 11. Hold Harmless Agreement: Subdivider hereby agrees to, and shall, hold City, its elective and appointive boards, commissions, officers, agents and employees and the Agency'and its officers, agents -9- and employees harmless from any liability (including, but not limited to, that founded in negligence, nuisance, contract and inverse condemnation) for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Subdivider's or Subdivider's contractors' agents' or employees' operations under this Agree- ment, whether such operations be by Subdivider or by any of Sub- divider's contractors, subcontractors or by any one or more persons directly or indirectly employed by, or acting as agent for, Subdivider or any of Subdivider's contractors or subcon- tractors. Subdivider agrees to, and shall, defend City and its elective and appointive boards, commissions, officers, agents and employees and the Redevelopment Agency of the City of South San Francisco and its officers, agents and employees from any suits or actions at law or in equity (including,but not limited to, those based on negligence, nuisance, contract and inverse condemnation) for damages caused or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows: a. That City and Agency do not, and shall not, waive any rights against Subdivider which it may have by reason of the aforesaid hold-harmless Agreement, because of the acceptance by City and Agency, or the deposit with City by Subdivider, of any of the insurance policies described in Paragraph 12 hereof. -10- b. That the aforesaid hold-harmless Agreement by Subdivider shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations referred to in this paragraph, regardless of whether o~ not City has approved of plans and/or specifications for the subdivision, or regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 12. Subdivider'S Insurance: Subdivider shall not commence work under this Agree- ment until subdivider shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form, amount and carrier, nor shall Subdivider allow any contractor or subcontractor to commence work on his contract or subcontract until all similar insurance required of the contractor or subcontractor shall have been so obtained and approved. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. a. Compensation Insurance: Subdivider shall maintain during the life of this Agreement Worker's Compensation Insurance for all Subdivi- der's employees employed at the site of improvement, and . in case any work is sublet, Subdivider shall require any -11- contractor or subcontractor similarly to provide Worker's Compensation Insurance for all contractor's or subcontrac- tot's employees, unless such employees are covered by the protection afforded by Subdivider. In case any class of employees engaged in work under this Agreement at the site of the project is not protected under any Worker's Compen- sation law, Subdivider shall provide, and shall cause each contractor and subcontractor to provide, adequate insurance for the protection of employees not otherwise protected. Subdivider hereby indemnifies City and Agency for any damage resulting to it from failure of either Subdivider or any'contractor or subcontractor to take out or maintain such insurance. b. Public Liability and Property Damage Insurance: · Subdivider shall take out and maintain during the life of this Agreement such public liability and property damage insurance as shall insure City, its elective and appointive boards, commissions, officers, agents and Agency and its officers, agents and employees, Subdivider and any contrac- tor or subcontractor performing the work covered by this Agreement from claims for damages for personal injury, including death, as well as from claims for property damage which may arise from Subdivider's or any contractor's or subcontractor's operations hereunder, whether such opera- tions be by Subdivider or any contractor or subcontractor, -12- or by anyone directly or indirectly employed by either Subdivider or any contractor or subcontractor, and the amounts of such insurance shall be as follows: (1) Public Liability Insurance: In an amount not less than $10,000,000.00 for injuries, including, but not limited to, death, to any one person and subject to the same limit for each person on account of any one occurrence; (2) Property Damage Insurance: In an amount not less than $10,000,000.00 for damage to the property of each person on account of any one occurrence. c. Contractual Liability Insurance: Subdivider shall take out and maintain during the life of this Agreement an insurance policy in the amount of at least $10,000,000.00, insuring City, its elective and appointive boards, commissions, officers, agents and employees, Agency and its officers, agents and employees and Subdivider and any contractor or subcontractor per- forming work covered by this Agreement against damages sustained by reason of any action or actions at law or in equity, and/or any claims or demands by reason of any breach or alleged breach of any contract, or provisions thereof, or by reason of any contractual liability or -13- allegea contractual liability on any~contract, entered into by Subdivider and/or any of Subdivider's contractors, subcontractors, agents and/or employees. In the event that any of the aforesaid insurance policies provided for in this paragraph 12 insures any entity, person, board or commission other than those mentioned in this paragraph, such policy shall contain a standard form of cross- liability endorsement, insuring on such policy City, its elective and appointive boards, commissions, officers, agents and employees, Agency and its officers, agents and employees and Subdivider and any contractor or subcontractor performing work covered by this Agreement. The insurance policies provided for in this para- graph 12 which include the City of South San Francisco, its elective and .appointiv~ boards, commissions, officers, agents and employees and Agency and its officers, agents and employees as an additional insured shall contain the following endorse- ment: "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San Francisco and the Rede- velopment Agency of the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or avail- able to the City of South San Francisco and -14- to the Redevelopment Agency of the City of South San Francisco and such other insurance or reinsurance shall not be required to con- tribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." 13. Evidence of Insurance: Subdivider shall furnish City concurrently with the execution hereof, with satisfactory evidence of the insurance required, and evidence that each carrier is required to give City and Agency at least twenty days' prior notice of the cancellation or reduction in coverage of any policy during the effective period of this Agreement. 14. Title to Improvements: Title to, and ownership of, all improvements con- structed hereunder by Subdivider shall vest absolutely in City, or such other public agencies, persons, partnerships, associa- tions or corporations to which dedications of easements were made or reserved upon the completion and acceptance of such improvements by City or said agency, person, partnership, association or corporation. 15. Repair or Reconstruction of De~ective Work: Unless the Improvements are conducted by the Gateway Assessment District (in which event the principal responsi- ~ bility shall be borne by the public works contractor engaged by -15- the district), if, within a period of one year after final accePtance of the work performed under this Agreement, any structure or part of any structure furnished and/or installed or constructed, or caused to be installed or constructed by Subdivider, or any of the work done under this Agreement, fails to fulfill any of the requirements of this Agreement or the specifications referred to herein, or prove to be defective or become damaged because of differential settlement, action of the elements, or ordinary usage, except for catastrophic events, Subdivider shall without delay and without any cost to City or Agency repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Subdivider shall pay to City the actual cost of such repairs plus fifteen (15) percent. Unless the work is under- taken by the Gateway Assessment District, Subdivider shall at the time of acceptance of said improvements by City or other public agency file with City a corporate surety bond in the principal sum of One Million Two Hundred Sixty-Eight Thousand Eight Hundred Seventy-Four Dollars ($1,268,874) to secure the -16- undertaking and obligations set forth in this provision. The provisions of the foregoing paragraph shall not apply to common greens. 16. Subdivider Not Agent of City or Agency: Neither Subdivider nor any of Subdivider's agents or contractors are or shall be considered to be agents of City or Agency in connection with the performance of Subdivider's obli- gations under this Agreement. 17. Cost of Engineering and Inspection: Unless the work is undertaken by the Gateway Assess- ment District, Subdivider shall pay City the actual cost to City for all inspection and other services furnished by City in connection with the subdivision, plus twenty-two percent thereof for administrative overhead. City shall furnish monthly statements of all charges for services performed by City, and Subdivider shall complete payment of such charges within ten days after receipt thereof. 18. Notice of Breach and Default: If Subdivider refuses or fails to obtain prosecution ~f the work, or any severable part thereof, with such 'diligence as will insure its completion within the time specified, or any extensions thereof, or fails to obtain completion of said work within such time, or if the Subdivider should be adjudged a bankrupt, or Subdivider should make a general assignment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency, or if -17- Subdivider or any of Subdivider's contractors, subcontractors, agents or employees should violate any of the provisions of this Agreement, the Director of Public Services or City Council may serve written notice upon Subdivider and Subdivider's sureties of breach of this Agreement, or of any portion thereof, and default of Subdivider. 19. Breach of Agreement; Performance by Sureties or City: In the event of any such notice, Subdivider's sure- ties shall have the duty to take over and complete work and the improvement herein specified; provided, however, that if the sureties, within five days after the serving upon it of such notice of breach, does not give City written notice of its intention to take over the performance of the contract and does not commence performance thereof within five days after notice to the City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Subdivider, and Subdivider's sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City, without liability for so doing, may take possession of, and utilize, in completing the work, such materials, appliances, plant and other property belonging to Subdivider as may be on the site of the work and necessary therefor. -18- 20. Erosion Control: Subdivider shall furnish landscape plans and ade- quately provide for erosion control and shall require that the landscape engineers file a certificate upon completion to the effect that the design and placing of the erosion control mater- ial and plants meets the approved plans and specifications. 21. Trenching and Back-Filling: Subdivider shall require that all trenching and back- filling within and outside the property lines for utility lines, including sanitary, storm, water and any other purposes, shall ~be done under the inspection of a soils engineer who shall test the trenching and back-filling with a sufficient number of soil tests to secure the proper compaction. Subdivider shall further require that a certificate be filed with the City stating that said trenching and back-filling has been performed in accordance with the soils engineer's recommendations. 22. Water Lines: Subdivider shall dedicate to California Water Service Company the easements required for the water lines, facilities and appurtenant works, unless said lines, facilities and appur- tenant works are to be installed within rights of way dedicated to City. Subdivider shall construct and install, in accordance with the Owner Participation and Development Agreement, the improvements in said easements as described in Exhibit "A" ~ attached hereto. The improvement plans and specifications -19- shall have the approval of said California Water Service Company, unless California Water Service Company provides for said construction and installation. 23. Notices:- All notices herein required shall be in writing, and delivered in person or sent by registered mail, postage pre- paid. Notices required to be given to City shall be addressed as follows: City Clerk City Hall, P.O. Box 711 South San Francisco, California 94080 Notices r-equired to be given to Subdivider shall be addressed as follows: Homart Development Co. The Xerox Centre Suite 3100 55 West Monroe Chicago, IL 60603 Attn: John Schippel Homart Development Co. 480 Industrial Way South San Francisco, CA 94080 Attn: John Aguilar Notices required to be given Agency shall be addressed as follows: Redevelopment Agency of South San Francisco 400 Grand Ave. South San Francisco, CA 94080 Attn: Executive Director provided that any party may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. -20- 24. As-built Drawings: Subdivider shall furnish City reproducible (mylar or equal) as built drawings and two blueilined prints of the public improvements, together with a certification by Subdivider's engineer that said improvements have been constructed in accordance with the approved plans and specifications. Sub- divider shall furnish City with said as-built drawings concur- . rently with Subdivider's request for acceptance of said im- provement by City. 25. Parties Obligated: Subdivider agrees that this Agreement shall bind Sub- divider and his successors in interest and assigns. 26. Dedications: At request of City or upon approval of the final subdivision map, Subdivider shall tender for dedication to City, without consideration, Gateway Boulevard and other public easements as shown on Exhibit E hereto. 27. Utility DeDosits: Subdivider shall file with.the City Clerk, on or before October 15, 1982 a written statement signed by Subdivider and each public utility corporation involved, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corpora- tion within the subdivision. -21- 28. Exhibits: The following exhibits are attached hereto and incor- porated herein. Exhibit A - Improvement Description Exhibit B - Engineers Estimate of Construction Costs Exhibit C - Proportionate Shares Exhibit D - Escrow Agreement Exhibit E - Map of Dedications 29. Definition: The words "Director of Public Works" shall mean Direc- tor of Public Services. -22- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY: ATTEST: City of South San Francisco, a municipal corporation by City Clerk Mayor AGENCY: ATTEST: The Redevelopment Agency of the City of South San Francisco i by by Secretary Chairman SUBDIVIDER: Homart Development Co. by Title: -23- ESCROW DEPOSIT AND PLEDGE AGREEMENT THIS ESCROW DEPOSIT AND PLEDGE AGREEMENT ("Agreement") is entered into as of the day of , 1982, by and among HOMART DEVELOPMENT CO., a corporation ("Pledgor"), the City of South San Francisco, a municipal corporation ("Pledgee"), and the BANK OF AMERICA, NATIONAL TRUST & SAVINGS ASSOCIATION ("Escrow Holder"). RECITALS WHEREAS, concurrently with the execution hereof, Pledgor, Pledgee and The Redevelopment Agency of South San Francisco (the "Agency") are entering into that certain Sub- division Improvements Agreement for the Gateway Center (the "Subdivision Agreement"), wherein Pledgor is agreeing to con- struct and install those certain public improvements described in the Subdivision Agreement (the "Improvements") in and upon the real property described in the Subdivision Agreement; and WHEREAS, the cost of the Improvements, including plans and specifications therefor, is estimated in the Sub- division Agreement to be $12,688,744; and WHEREAS, Pledgor is required under paragraph 10 of the Subdivision Agreement to furnish an acceptable escrow deposit and pledge agreement in an amount equal to at'least one Disk No. 5559-1 (AO1) Dated: May 19, 1982 EXHIBIT D hundred percent (100%) of the cost of construction and comple- tion of said Improvements, including completion of the plans and specifications therefor, subject to partial release and exoneration as provided in the Subdivision Agreement, as security for the faithful performance by Pledgor of its obligations under the Subdivision Agreement; and WHEREAS, Pledgor and Pledgee desire that Escrow Holder hold the Pledged Assets, as hereinafter defined, upon the terms and conditions herein contained, and Escrow Holder is willing to so act; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. ~ This Agreement is being executed and delivered, and deposit of the Pledged Assets, as hereinafter defined, is being made, for the purpose of securing the faithful performance by Pledgor of its obligations under the Subdivision Agreement in accordance with section 66499 of the California Government Code. 2. Pledge and Delivery. Contemporaneously with the execution of this Agree- ment, Pledgor shall assign and pledge to Pledgee, as security for the faithful performance by Pledgor of its obligations under the Subdivision Agreement, all of the assets described in Exhibit A attached hereto ("Pledged Assets"). Pledgor and Pledgee agree that the Pledged Assets have a value of -2- $12,688,744 as of the date of this Agreement. Within three (3) business days following the execution of this Agreement, Pledgor shall deliver to Escrow Holder any and all certificates or other instruments evidencing such Pledged Assets, all of which shall be duly endorsed for transfer as necessary, or accompanied by separate irrevocable assignments or stock powers duly executed in blank, if necessary. Any and all additions to or substitutions of other assets for the Pledged Assets, made pursuant to Paragraph 5 of this Agreement, shall be held by the Escrow Holder in the same manner as the Pledged Assets delivered to Escrow Holder under this Paragraph 1. 3. Income, Interest, Dividends and Voting Rights. During the term of this Agreement and so long as Pledgor is not in default in the performance of any of its obligations under this Agreement or the Subdivision Agreement, Pledgor shall, except as otherwise provided herein, retain all incidents of ownership of the Pledged Assets, and shall have the right to receive any and all income, interest, dividends or other amounts received in respect of the Pledged Assets and shall have any and all voting and other rights relating to the Pledged Assets. 4. Representations by Pledgor. Pledgor represents and warrants that it has good and marketable title to the Pledged Assets (including any -3- assets substituted therefor under Paragraph 5 hereof) free and clear of any encumbrance of any type or character whatsoever and that, except as required by applicable federal and state securities laws, there are no restrictions upon the transfer of any of the Pledged Assets and that Pledgor has the right to transfer the Pledged Assets, and that if any of the Pledged Assets are sold pursuant to the provisions of this Agreement, the purchasers of the Pledged Assets shall take title free and clear of any claims by Pledgor or anyone claiming through or under Pledgor. Pledgor further warrants and represents that delivery of the Pledged Assets (including any assets substi- tuted therefor under Paragraph 5 hereof) to Escrow Holder shall create in Pledgee a perfected security interest in the Pledged Assets. 5. Substitutions. At any time, and from time to time prior to the occurrence of an Event of Default during the term of this Agree- ment, Pledgor shall have the right to substitute, in lieu of all or any part of the Pledged Assets, other assets equal in quality and at least equal in value to the assets described in Exhibit A (or such lesser value as permitted by paragraph 6 hereof) and within the criteria set forth in Exhibit A-l, which substi- tuted assets shall continue to be held by the Escrow Holder as Pledged Assets. Additionally., at any time, and from time to time during the term of this Agreement, Pledgor shall have the -4- right to substitute, in lieu of all or any part of the Pledged Assets, a surety bond or bonds or a letter of credit, or combinations of the above, in an aggregate amount of up to $12,688,744 or such lesser amoUnt as permitted by paragraph 6 hereof. 6. Exoneration. If and to the extent that the Gateway Assessment District, as defined in the Subdivision Agreement, undertakes to finance and construct the Improvements, Pledgor's obligation under Paragraph 2 hereof to pledge assets valued at $12,688,744 to Pledgee shall be released and exonerated to the extent of eighty-five percent (85%) of said $12,688,744 from and after the date upon which the contract is let for the construction of the Improvements by the Gateway Assessment District and the contractor posts statutory payment and performance-bonds, and Escrow Holder shall immediately thereafter return to Pledgor all certificates or other instruments evidencing those Pledged Assets designated by Pledgor having a value equal to $10,785,432, together with any separate irrevocable assignments or stock powers previously delivered to Escrow Holder corresponding to such Pledged Assets. 7. Events of Default. The happening of any of the following shall constitute an event of default ("Event of Default") under this Agreement: -5- (a) Failure by Pledgor to observe and perform any covenant or condition in this Agreement or the Subdivision Agreement on the part of Pledgor to be observed or performed, for a period of ten (10) days following the date on which written notice specifying such failure is given to Pledgor by Pledgee, unless Pledgor and Pledgee shall agree in writing to extension of such time prior to its expiration, which exten- sion shall not be unreasonably withheld if corrective action has has been initiated and is being diligently pursued by Pledgor; or (b) Pledgor's selling, assigning, creating a security interest (other than a subordinated security interest) in, or transferring its right, title and interest in or to its right of possession of the Pledged Assets or any part thereof except in compliance with this Agreement. 8. Remedies uDon Event of Default. Upon the occurrence of an Event of Default, Pledgee shall, within five (5) days of the date of such Event of Default, deliver to Escrow Holder a written notice specifying the Event of Default, and Escrow Holder shall, within five (5) days of its receipt of such notice, release all certificates and other instruments evidencing all of the Pledged Assets, to Pledgee, together with any separate irrevocable assignments or stock powers previously delivered to Escrow Holder. Pledgee may, at its option, and subject to the express provisions of this Agreement, exercise any or all of the applicable rights -6- and remedies to which a secured party is entitled in the event of and after default under the provisions of Division 9 of the California Commercial Code, as amended, supplemented and/or superseded, in whole or in part, by statutory provisions of the State of California all as in effect at the time of such default; provided, however, that Pledgee shall be permitted to retain only so much of the Pledged Assets and/or proceeds from any sale of such Pledged Assets, as equals the then-remaining cost of completion of the Improvements under the Subdivision Agreement plus an amount equal to the reasonable costs and expenses, including reasonable attorneys' fees, if any, in- curred by Pledgee in enforcing this Agreement, and the remain- ing Pledged Assets and/or proceeds thereof shall be promptly returned to Pledgor. The parties agree that Escrow Holder's possession of the Pledged Assets as provided herein is suffi- cient to perfect Pledgee's security interest in the Pledged Assets pursuant to section 9305 of the California Commercial Code. Pledgor hereby waives its right of redemption under section 9506 of the California Commercial Code. 9. Liability of Escrow Holder. The duties of the Escrow Holder are limited to those herein specifically provided and are ministerial in nature. Escrow Holder shall incur no liability whatsoever except by reason of its willful misconduct or negligence. Escrow Holder shall be under no obligation in respect of the Pledged Assets -7- other than faithfully to follow the instructions herein contained or delivered to Escrow Holder in accordance with this Agreement. Escrow Holder may consult with counsel and shall be fully protected in any action taken in good faith in accordance with the advice of such counsel. Escrow Holder shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it, and it shall be fully protected in acting in accordance with this Agreement upon any written instructions given to it and believed by it to have been duly executed by Pledgor or Pledgee, as the case may be, in accordance herewith. 10. Compensation of Escrow Holder. Pledgor agrees to pay Escrow Holder reasonable compensation for its services hereunder for so long as the Escrow Holder holds all or any portion of the Pledged Assets. Pledgor also agrees to reimburse Escrow Holder for all extra- ordinary expenses, disbursements and advances reasonably incurred or made by the Escrow Holder in the performance of its duties hereunder (including reasonable attorneys' fees, ex- penses and disbursements of its counsel). Il. Resignation of Escrow Holder. Escrow Holder, or any successor to it hereafter appointed, may at any time resign by giving notice in writing to Pledgor and Pledgee and, upon the appointment of a successor -8- Escrow Holder as hereinafter provided, shall be discharged from any further duties hereunder. In the event of such resignation, a successor Escrow Holder, which shall be a bank or trust company organized under the laws of the United States of America, shall be appointed by Pledgor and Pledgee. Any such successor Escrow Holder shall deliver to Pledgor and Pledgee a written instrument accepting such appointment here- under, and thereupon it shall succeed to all of the unaccrued rights and duties of the Escrow Holder hereunder and shall be entitled to receive all of the then remaining Pledged Assets. 12. Termination. This Agreement shall terminate upon the first to occur of the following events: (a) Written termination instructions to Escrow Holder from Pledgee; (b) Written notice from Pledgor and Pledgee to Escrow Holder of the substitution by Pledgor, in lieu of all of the Pledged Assets, of a surety bond or bonds or a letter of credit, or combinations of the above, in an aggregate amount equal to $12,688,744 or such lesser amount as permitted by paragraph 6 hereof; or (c) Written notice from Pledgee to the Escrow Holder of the satisfaction of each and every obligation of Pledgor under the Subdivision Agreement. Upon termination of this Agreement, ~Escrow Holder shall return all certificates or other instruments evidencing the Pledged -9- Assets then held by Escrow Holder to Pledgor, together with any separate irrevocable assignments or stock powers previously delivered to Escrow Holder corresponding to such Pledged Assets. 13. Successors and Assigns. Except as otherwise expressly provided in this Agreement, all rights and obligations hereunder shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 15. Severability. If any portion of this Agreement is determined to be invalid or unenforceable, the remainder shall be valid and enforceable to the maximum extent permitted by law. 16. Entire Agreement. This Agreement contains all of the terms and condi- tions agreed upon by the parties relating to the subject matter of this Agreement and supersedes any and all prior or contemporaneous agreements, negotiations, correspondence, understandings and communications of the parties, whether oral or written, regarding that subject matter. -10- 17. Cost of Enforcement. Subject to the provisions of Paragraph 8 hereof, if Pledgor or Pledgee seeks to enforce its rights under this Agreement by legal proceedings or otherwise, the non-prevailing party shall pay all costs and expenses incurred by the prevail- ing party, including, without limitation, attorneys' fees. 18. Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by depositing the same in prepaid registered or certified form in the United States mail addressed as follows: If to Pledgor: Homart Development Co. The Xerox Center Suite 3100 55 West Monroe Chicago, Illinois 60603 Attention: John Schippel With a copy to: Homart Development Co. 480 Industrial Way South San Francisco, CA 94080 Attention: John Aguilar If to Pledgee: City Clerk City Hall, P.O.Box 711 South San Francisco, CA 94080 If to Escrow Holder: or to such other address as either party may communicate to the other by like notice. Any notice given by mail as aforesaid -11- shall be deemed given two (2) days after the date of depositing the same in the United States mail. 19. Headings. The headings used in this Agreement are for conven- ience only and the words contained therein shall not be held to expand, modify or aid in the interpretation, construction or meaning of this Agreement. 20. Amendment. This Agreement may only be amended by a written instrument sig~ed by each of the parties hereto. This -12- Agreement is entered into pursuant to the terms and conditions of the Subdivision Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. HOMART DEVELOPMENT CO., a corporation By: Its: THE CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: Its: BANK OF AMERICA, NATIONAL TRUST & SAVINGS ASSOCIATION By: Its: -13- LIST OF ACCEPTABLE SECURITIES FOR INVESTMENT* Agency. Notes **Bankers Acceptances Bond Anticipation Notes **Canadian Treasury Notes **Certificates of Deposit **Commercial Paper **Eurodollar Certificates of Deposit Project Notes Repurchase Agreements Tax Anticipation Notes Tax and Revenue Anticipation Notes **Time Deposits U.S. Treasury Notes **Yankee Certificates of Deposit * See Attachment-,- Glossary of Acceptable Securities of Investment See Attachment- - Acceptable Financial Institutions EXHIBIT A-1 TO · ESCROW DEPOSIT'AND PLEDGE AGREEMENT~ GLOSSARI oF ACCE?TABLE SECURITIES' Agency Notes Bankers Acceptance Bond Anticipation Notes-- (BANS) Short-term securities issued by agencies of the Federal government. Examples of such agencies are the Farm Credit Bank, Federal Home Loan Bank, and the Federal National Mortgage Association (Fannie Mae ). A collateralized note backed by a receipt for goods. Usually issued by two banks, in the event of a default the · holder can claim the goods. Limited to a ~ of $3,000,000. Short-term obligations of a municipal entity (state, county or local munici- pality) {~hieh are to be repaid through the proceeds of an anticipated bond issue. California public entities only. Cert. ificate, o..~ Deposit (CD) '- A negotiable security issued as evidence of a deposit with a financial institu- tion. Only the first ~100,000 is insured by the government in the event of liquidation; the remaining portion has a primary claim on the assets on par with other primary claims. . Cor. r~ercial Paper- (Gp) A short-term promissary note of a cor- porate entity. Commercial paper is usu- ally uncollateralized; however, some are issued with the backing of an irrevoc- · able letter of credit. Eurodollar Certifi- cate of Deposit The dollar-denominated .certificate of 'deposit of a financial institution not located in the U.S. and therefore not subject to the Federal Reserve Board's reserve requirements. It should be noted that these may be affiliates of U.S. banks such as Continental Illinois, London, Ltd., or they may be foreign banks that accept dollar deposits. - 2 - Project Notes Repurchase Agreements (Repo) Tax Anticipation Notes (TANS) Tax and Revenue Anticipation Notes (TRANS) Time Deposits' Yankee ~ertificate of Deposit t~'- ... Short-term tax-exempt securities issued by a municipality and guaranteed by the Department .of Housing and Urban Develop- ment. · .. The collateralized loan made by an institution who promises to repurchase the collateral (i.e., repay the loan) at maturity. Repos can be collateralized by U.S. government securities, other securities, commodities, etc. Short-term tax-exempt obligations of a municipal entity (state, county or muni- cipality) that will be repaid antici- pated tax receipts. Califozrnia public entities only. Short-term tax-exempt obligations of a municipal entity that will'be repaid through anticipated taxes, and/or reven- ues. California public entities truly. Non-negotiable deposits that are of a fixed maturity. Certificates of Deposits issued by U.S. affiliates of non-U.S, banks. - 3 - ACCEPTABLE FINANCIAL INSTITUTIONS FOR INVESTMENT ted States: Bank of America Citibank Chase Manhattan Bank Manufacturers Hanover Trust Morgan Guaranty Trust Chemical Bank Continental Illinois- Bankers Trust First National Bank of Chicago Security Pacific National Bank Wells Fargo Bank Crocker National Bank First Interstate Bank of California Mellon Bank Seattle First National Bank Republic National Bank, Dallas Harris Trust Company Texas Commerce Bank Narthern Trust Rainier National Bank Pittsburgh National Bank Ameritrust First National Bank of Boston U.S. National Bank of Portland Northwest Bancorp First International Bancorp First Bank System First City Bancorp National Detroit Bank of New York European American Bank North Carolina National Bank Union Bank Philadelphia National Bank Southeast Banking Corp Valley National Bank of Arizona Detroit Bank Corp Wachovia Corp National City Corp Mercantile Texas Corp · Note The institutions 'listed are taken from the fifty largest U.S. b a n k s by a s s e t s' Only those U.S. banking institutions listed above having California offices are acceptable institutions.' -- 4 -- , France: Banque National de Paris Credit Agrieole Mutuel Credit Lyonnais Socie.te Generale Germany: Deutsche Bank Dresdner Bank' Westdeutsche Landesbank Commerzbank Bayerische Landesbank Bayerische Vereinsbank Bayerische Hypotheken und Wechsel Bank Great Bri tain: National Westminister Bank Barclays Bank M~dland Bank Lloyds Bank Japan: · . . Dai-Ichi Kangyo Bank Norinchukin Bank Fuji Bank t. Sumitomo Bank Mitsubishi Bank Sanwa Bank Industrial Bank of Japan LonE-Term Credit Bank of TokaiBank Bank of Tokyo. Mitsui Bank Japan The Netherlands: Rabobank Nederland Alegmene Bank Nederland Amsterdam-Rotterdam Bank - 5 - Canada: Royal Bank of Canada Canadian Imperial Bank Bank of Montreal Bank of Nova Scotia Toronto Dominion Bank Switzerland: Swiss Bank Cor~ Union Bank of Switzerland Credit Suisse Belgium: Societe Generale de Banque Hong Kong: Nongkong and Shanghai Banking Corp. Note The financial institutions on this list are taken from the fifty largest non-U.S, banks by assets, e×cept for the Bank of Nova Scotia and Toronto Dominion Bank. Only those foreign banking institutions listed above having California offices are acceptable institutions. -- 6 -- ' EXHIBIT A IMPROVEMENT DESCRIPTION GATEWAY ASSESSMENT DISTRICT Ae Be Co Do Opening of Gateway Boulevard between East Grand Avenue and Oyster Point Boulevard and the improvement thereof by clearing, grubbing, excavation, grad- ing, removal of existing trees, shrubs and structures and the construction therein of base, pavement, curbs, gutters, meandering sidewalks, driveways, street trees, median islands, surface and subsurface storm drainage facilities, where required, facilities for channeling, merging, striping and reflective pavement marking, turning and controlling traffic, where required, in accordance with the require- ments of the City of South San Francisco, and installation of underground cables, pipes and electrical conduit and traffic signal systems, where required, landscap- ing, including sprinkler and irrigation systems, street signs, street monuments, water mains, valves, tees, fittings, services and hydrants, where required, sanitary sewer mains, manholes with manhole frames and covers, cleanouts and laterals, where required, gas transmission and service facilities, where required, under- ground electrical power distribution and service facilities and underground communication transmission and service facilities, street lighting facilities, and bus stops and shelters. Widening of East Grand Avenue between Gateway Boulevard and Forbes Boulevard and the improvement thereof and of East Grand Avenue between Gateway Boulevard and the Southern Pacific Railroad right-of-way located approximatley 900 feet west of Gateway Boulevard by clearing, grubbing, excavation, grading, removal of existing trees, shrubs and structures and the resurfacing, repairing and reconstruction of street improvements, where required, and the construction of base, pavement, curbs, gutters, sidewalks, driveways, traffic striping, reflective pavement markings, street signs, landscaping, including irrigation and sprinkler system, where required, surface and subsurface storm drainage facilities, where required, street lighting facilities at the intersection of East Grand Avenue and Gateway Boulevard, the modification and improvement of the intersection of East Grand Avenue with Forbes Boulevard and with Harbor Way, including the raising of the existing railroad tracks to meet the new grade and the installation of traffic signal facilities and railroad crossing protection devices and facilities for channeling traffic. Improvement of Harbor Way between East Grand Avenue and Mitchell Avenue by the reconstruction of existing curbs, gutters, sidewalks and driveways, pavement reconstruction and asphalt resurfacing, striping and reflective pavement marking and surface and subsurface storm drainage facilities, traffic signs, as required; and street lighting facilities. Improvement of Forbes Boulevard between East Grand Avenue and the existing railroad drill track crossing located approximately 1,000 feet northeasterly of East Grand Avenue by the removal of paving between existing islands as required, the relocation of street lighting facilities, the construction of new curbs, striping, markers and other traffic control devices, as required, and landscaping, including sprinkler and irrigation systems, as required. E. Widenin§ of Oyster Point Boulevard between a point approximately 500 feet easterly of Gateway Boulevard and Dubuque Avenue and improvement thereof by the removal of existin§ curb, §utter and sidewalks, where required, and clearing, §rubbin§, excavation and §radin§ and the construction of pavement, curbs, §utters, sidewalks, median islands, landscapin§, includin§ sprinkler and irri§ation systems, where required, traffic Si§hal facilities at the intersection of Gateway Boulevard and Oyster Point Boulevard, and the modification of the intersection of Oyster Point Boulevard with Dubuque Boulevard, the installation of railroad crossing protection devices, traffic signal facilities, curbs, gutters, sidewalks, street lighting facilities, service relocations, signing, striping and surface and subsurface storm drainage facilities, as required, and construction of transition improvements to conform with the existing portion of Oyster Point Boulevard. F. Improvement of the existing earth channel located along the westerly side of Industrial Way, which commences at the intersection of East Grand Avenue and Industrial Way and extends northeasterly approximately 1,#00 feet, by the installation of a storm drainage main therein in accordance with the requirements therefor of the City of South San Francisco, and the construction of storm drainage mains in (1) East Grand Avenue between Harbor Way and Sylvester Street, (2) Harbor Way between East Grand Avenue and the existing storm drainage main located approximately 300 feet southerly of East Grand Avenue and (3) East Grand Avenue between the intersection of East Grand Avenue and Industrial Way and the intersection of Sylvester Street with East Grand Avenue. G. Construction of a storm drainage main, including manholes with manhole frames and covers, catch basins, headwalls and appurtenances, paralleling the existing storm drainage system commencing at the intersection of East Grand Avenue and Sylvester Street and extending southerly in Sylvester Street approximately 900 feet to the Southern Pacific Railroad right-of-way, thence extending across said right-of-way and approximately 200 feet southeasterly to the westerly boundary of the P.G.&E. Transmission line right-of-way, thence southwesterly along the westerly boundary of said transmission line right-of-way to Colma Creek, and the restoration and/or reconstruction of said existing storm drainage system, and surface improvements and landscaping, as required. H. Improvement of the sanitary sewer facilities in Oyster Point Boulevard between the intersection of said Boulevard with the Southern Pacific Railroad right-of-way and a point approximately 500 feet easterly of the intersection of Gateway Boulevard with Oyster Point Boulevard by replacement of portion of said facilities, as required, and construction of a pump station with all necessary controls in the vicinity of Gateway Boulevard and Oyster Point Boulevard, together with a sanitary sewer force main commencing at said pump station and extending southwesterly in Gateway Boulevard approximately 700 feet. Construction of facilities for channeling, merging, striping, turning and control- ling traffic, and traffic signal facilities, where required, at the intersections of Oyster Point Boulevard, Linden Avenue, East Grand Avenue, Baden Avenue and Produce Avenue with Airport Boulevard, and at the intersections of Interstate 380, Utah Avenue and Mitchell Avenue with South Airport Boulevard in accor- dance with the Final Environmental Impact Report for the Gateway Redevelop- ment Project, Dated June 1981. · 3. Undergrounding of existing and new electrical power distribution and service facilities and communication transmission and services facilities (1) on East Grand Avenue between Forbes Boulevard and the Southern Pacific Railroad right-of- way, (2) on Oyster Point Boulevard between a point 500 feet, more or less, easterly of Gateway Boulevard and the Southern Pacific Railroad right-or-way and (3) on Industrial Way between East Grand Avenue and Oyster Point Boulevard. K. Widening of Produce Avenue to two southbound lanes between Colma Creek and Highway 101 on-ramp and improvement thereof by removal of existing curb, gutter and sidewalks, where required, and clearing, grubbing, excavation and grading and construction of pavement, curbs, gutters, sidewalks and striping and reflective pavement marking as required. L. Acquisition of all lands, easements and rights-of-way and all auxiliary work necessary to complete said improvements. THE GATEWAY EXHIBIT B ENGINEERS ESTIMATE OF CONSTRUCTION COSTS A. Gateway Boulevard B. East Grand Avenue C. Harbor Way D. Forbes Boulevard Oyster Point Boulevard F. Industrial Way Channel G. Of£-5ite 5torrn Drain H. Sanitary 5ewer I. Off-5ite Intersection Improvements 3. Underground Utilities K. Produce Avenue L, Right-of-Way Acquisition SUBTOTAL Plus Engineering Fees Plus 1096 Inflation Factor Plus 15% Contingency TOTAL $ 2,963,038 1,#82)865 #0)115 50)236 I)067)720 588)210 589,570 336,240 200,000 1,800,000 65,000 40,000 $ 9,222,99~ 1 ) 160,000 922,300 1,383,450 THE GATEWAY EXHIBIT C BREAKDOWN OF PROPORTIONATE SHARES IMPROVEMENT DESCRIPTION AGENCY SHARE HOMART SHARE Streets 13. 1. East Grand Avenue - Gateway to R.R. 2. East Grand Avenue/Gateway Signal 3. East Grand Avenue - Gateway to Forbes #. East Grand Avenue - Streetscaping Harbor Way - E.G. to S.P.R.R. 6. Forbes Boulevard 7. Oyster Point Blvd. - R.R. to 500' E/Gateway 8. Oyster Point Blvd./Gateway Signal 9. Gateway Boulevard 10. Gateway Boulevard Streetscaping 11. Oyster Point Bird. Streetscaping 12. Oyster Point/Dubuque Blvd. Intersection/R.R Produce Avenue #1.3% 50.0% 30.0% 30.0% 68.0% 00.0% 30.0% 30.0% 0.0% 0.0% 30.0% #0.0% 38.3% #6.0% 30.0% 50.0% 32.0% 60.0% 30.0% 50.0% 100.0% 100.0% 30.0% 60.0% 31.0% B. Storm Drains 1. Industrial Way Channel 2. East Grand Avenue Drain - Harbor to Gateway 3. East Grand Avenue Drain - Gateway to Sylvester , #. East Grand Avenue - Industrial to Sylvester 5. East Grand Avenue to Colma Creek 100% 100% O% 100% 33% 0% 0% 100% O% 45% C. Sanitary Sewers 1. Oyster Point Boulevard Frontage 100% 0% D. Underground Existing, Overhead Utilities 23% 75% E. Miscellaneous Off-Site Traffic, Channelization 69% 31% Oyster Point/Airport - Linden/Airport Baden/Airport - E. Grand/Airport Produce/Airport- I350/S. Airport Utah/S. Airport - Mitchell/S. Airport NOTE: The proportionate shares as indicated above are based on the criteria described in Exhibit B-q of the OPA. The shares may be amended by mutual agreement to reflect changes in the improvements which affect the criteria used to establish the proportionate shares.