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HomeMy WebLinkAboutReso 136-1983 RESOLUTION NO. 136-83 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A FOURTH AMENDMENT TO THE OWNER PARTICIPATION AND DEVELOPMENT AGREEMENT BE IT RESOLVED by the City Council of the City of South San Francisco that: 1. Execution. Execution of the Fourth Amendment to the Owner Participation and Development Agreement by and among the Redevelopment Agency of the City of South San Francisco, the City of South San Francisco, and Homart Development Company, which Amendment is attached hereto as Exhibit "A" and is incorporated by reference herein, is hereby authorized. 2. Signatures. 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 ~ adj. reqular meeting held on the ?8th day of September , 1983, by the following vote: AYES: Councilmembers Ronald G. Acosta, Mark N. Addiego, Emanuele N. Damonte, - Gus Nicolopulos; and Roberta Cerri Teglia - NOES: None ABSENT: None City Clerk FOURTH AMENDMENT TO OWNER PARTICIPATION AND DEVELOPMENT AGREEMENT This Fourth Amendment to Owner Participation and Development Agreement is made as of this day of · 1983, by and among CITY OF SOUTH SAN FRANCISCO, a municipal corporation (hereinafter called "City"), REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public body, corporate and politic (which, together with any successor public body or officer hereinafter designated by or pursuant to law is hereinafter called "Agency"), duly created, established and authorized to transact business and to exercise its powers, all under and pursuant to the Community Redevelopment Law of _th.e State of California (Part 1 of Division 24 of the California Health and Safety Code) and having its office at the City Hall, 400 Grand Avenue, in the City of South San Francisco, California, and HOMART DEVELOPMENT CO. (hereinafter called "Developer"). RECITALS: WHEREAS, City, Agency and Developer have entered into that certain Owner Participation and Development Agreement (hereinafter called the "OPA") dated as of March 19, 1981, in connection with the Redevelopment Plan for the South San Francisco Redevelopment District, which provides for the redevelopment of an area located in the City of South San Francisco (hereinafter called the "Project Area"); and WHEREAS, on December 30, 1981, City, Agency, Developer and Genentech, Inc. entered into the First Amendment to the OPA which First Amendment dealt primarily with the parcel within the Project Area which Genentech, Inc. has acquired from Developer; and WHEREAS, on June 15, 1983, City, Agency and Developer entered into the Second Amendment of the OPA, which Second Amendment extended the time for reaching an agreement pursuant to Paragraph 2.2.3 of the OPA to a date not later than August 31, 1983; and WHEREAS, on August 24, 1983, City, Agency and Developer entered into the Third Amendment to the OPA, which Third Amendment extended the time for reaching an agreement pursuant to Paragraph 2.2.3 of the OPA to a date not later than September 30, 1983; and WHEREAS, on April 21, 1982, Agency adopted Resolution No. 31 (the "Note Resolution") authorizing the issuance of $6,500,000 principal amount of Redevelopment Agency of the City of South San Francisco Gateway Redevelopment Project 1982 Tax Allocation Notes (the "Notes"); and WHEREAS, on April 28, 1982, City, Agency and Developer entered into a Repayment Agreement (the "Repayment Agreement") which dealt with, among other things, the assessment financing of certain of the Other Off Sites as defined in the OPA and further defeined the Proportionate Shares of Agency and Developer with respect to the construction of the Other Off Sites; and WHEREAS, the Notes were dated June 1, 1982, were issued July 7, 1982, and mature June 1, 1985; and -2- WHEREAS, City, Agency and Developer desire to enter into a further amendment of the OPA in order that such agreement might cover %he respective rights and obligations of the parties with respect to the Oyster Point Separation, the "Gateway Connector" as hereinafter defined, the "Auxiliary Lane" as hereinafter defined, and to reflect mutual agreements and understandings with respect to the modification of the Proportionate Shares of Agency and Developer with respect to the Other Off Sites to modify the priorities for repayment and, finally, to consider modification of the Scope of Development. , NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as -- - follows: ARTICLE 1 GATEWAY CONNECTOR 1.1 Renaming of Northbrook. The OPA is hereby amended to delete all references to "Northbrook" and "Northbrook Boulevard" and substitute therefor the names "Gateway" and "Gateway Boulevard," to reflect the fact that the proposed Northbrook Boulevard, as shown and referred to in the OPA, has been renamed Gateway Boulevard. 1.2 Gateway Connector. (a). The "Gateway Connector" shall mean and refer to the opening of Gateway Boulevard between East Grand Avenue and South Airport Boulevard, and the construction of the Gateway -3- Connector shall mean and refer to the environmental studies, design, acquisition of right-of-way for, construction and improvement thereof, all as more particularly described in Exhibit "B-3" hereto, (b) The "Cost of Construction" of the Gateway Connector shall mean the total cost of environmental studies, the total cost of construction, total cost of acquisition of lands and easements and all incidental costs and contingencies thereto, including engineering, supervision and inspection as incidental to construction and acquisition and including any financing costs, such as bond discount, reserve fund, bond counsel fees and printing and advertising costs, which arise from any bond financing -- - necessary to provide funds or repayment of funds for construction costs of the project. 1.3 Construction of the Gateway Connector. The construction of the Gateway Connector has been included within ~the proposed public improvements of the Gateway Assessment District No. ST-82-2 (the "Assessment District") in connection with the Gateway Redevelopment Project. It is presently contemplated that, depending upon the results of environmental studies, the construction of the Gateway Connector may be accomplished through the Assessment District in conjunction with the Agency and City as part of the Gateway Redevelopment Project serving the said Project Area. 1.4 Proportionate Shares. Except as modified by paragraph 1.7 hereof the Proportionate Shares of Agency and -4- Developer in the Cost of Construction of the Gateway Connector shall be: Agency, 25% (not to exceed $1,250,000.00); Developer, 75% (not ~o exceed $3,750,000.00). 1.5 It is contemplated that the entire Cost of Construction shall be financed by special assessment and assessment bond proceedings through the existing Gateway Assessment District with the Agency's share of the cost included in assessment against Developer's properties, subject to reimbursement to Developer as herein provided. The Cost of Construction of the Gateway Connector shall be included within the total cost of the Improvements as defined in Paragraph 1.17 of the Repayment Agreement, and the calculation of the Agency's twenty-five percent (25~) Proportionate Share and Developer's seventy-five percent (75~) Proportionate Share of the Cost of Construction of the Gateway Connector shall be determined in accordance with Paragraph 4.3 of the Repayment Agreement, subject to the maximum limitation that Agency's share shall not exceed $1,250,000, and Developer's share shall not exceed $3,750,000. 1.6 Repayment of Developer. (a) Subject to the provisions of the Note Resolution and the Repayment Agreement, repayment of Developer's Advance of Agency's twenty-five percent (25~) share for the Cost of Construction of the Gateway Connector shall be entitled to Priority as set forth in paragraph 2.12 of the OPA as amended herein. (b) Developer's Advances shall be repaid in accordance with Paragraph 6.2 of the Repayment Agreement as an Article IV Advance, subject to the following: (i) Developer's Advance of Agency's twenty- five percent (25~) Proportionate Share of r~he Cost of Construction of the Gateway Connector funded by Phase I Assessment District Bonds (which amount equals $700,000) shall bear interest at the rate of 11.1765 percent per annum and shall accrue said interest from the date of the sale of said Phase I Bonds. (ii) Developer's Advance of Agency's twenty- five percent (25~) Proportionate Share of the Cost of Construction of. the Gateway Connector funded by Phase II Assessment District Bonds shall bear interest at the coupon rate on said bonds and shall accrue said interest from the date of sale of said bonds. (iii) ~ounts due Developer under the provisions of paragraph 1.6(c) with respect to Developer's Proportionate Share shall bear interest at the average rate established by the sale of Tax Increment Bonds issued to refinance the Notes and shall accrue from the date that Phase II Assessment District Bonds are sold or December 31, 1985, whichever is later. (iv) Agency shall use its best efforts to raise sufficient monies from the sale of Tax Increment bonds upon the refinancing of the Notes to pay or provide for the repayment of Developer of all Advances by Developer of Agency's twenty-five percent (25~) Proportionate Share of the Cost of Construction of the Gateway Connector. -6- (v) In recognition of Developer's vigorous efforts to facilitate development of two (2) hotels on the Property, Developer may earn a credit (the "Credit") for reimbursement of its Proportionate Share of the first $4,000,000 of the Cost of Construction of the Gateway Coimector for Transient OccUpancy Tax (TOT) earned on the rental of hotel rooms within the Project during the period beginning on the effective date of this Agreement and ending June 30, 1990, not to exceed $3,000,000. The Credit shall constitute a conditional indebtedness repayment of which is conditional upon the occurrence of event as set forth in · this subparagraph. If only one hotel is developed during this period, the credit shall not exceed $2,000,000. In order for the -- . Credit to be earned based upon the development of two (2) hotels on the Property, said second hotel must be completed and in operation no later than June 30, 1990. The Credit shall bear interest at the average rate established by the sale of Tax Increment Bonds issued to refinance the Notes. Such interest shall accrue from the date that said TOT is legally required to be paid to City by hotels within the Project. The Credit shall be repaid from Tax Increment in accordance with the priorities set forth in Paragraph 2.12 of the OPA as amended herein. Agency will make every reasonable effort to include payment of the Credit in the 1985 sale of Tax Increment Bonds as provided for in Paragraph 2.12(b) of the OPA as amended herein. If at the time of the sale of the aforesaid bonds, the Credit due developer cannot be determined, Agency shall use its best reasonable efforts to raise the full amount of the Credit and -7- shall pay Developer. all amounts which are then determinable from bond proceeds, if any, and shall maintain the excess, if any, in a fund substantially the same as the Deficiency Loan Repayment Fund as defined in Paragraph 4.05 of the Note Resolution. As soon as the Credit due Developer can be determined, the amounts so set aside shall be paid to Developer. (c) If the Cost of Construction of the Gateway Connector exceeds $4,000,000 but is not greater than $5,000,000, the Proportionate Share of Agency shall be twenty-five percent (25~) and of Developer, seventy-five percent (75%) of said Cost of Construction in excess of $4,000,000, subject to the limitation that Agency's Maximum Share of the entire Cost of Construction of the Gateway Connector shall not exceed $1,250,000, and Developer's Maximum Share shall not exceed $3,750,000, as set forth in Paragraph 1.5 above. Agency shall use its best efforts to raise sufficient monies from the sale of Tax Increment Bonds upon the refinancing of the Notes to pay or provide for the repayment to Developer of all of Developer's Advance of Agency's twenty-five percent (25~) Proportionate Share and reimbursement of Developer's seventy-five percent (75~) Proportionate Share of the total Cost of Construction of the Gateway Connector to the extent that said Cost of Construction is in excess of $4,000,000, but is not in excess of $5,000~000. The sale of Tax Increment bonds and/or refinancing of Notes to pay or provide for the aforesaid repayment and reimbursement to Developer shall be subject to the provisions of Subparagraph 2.12(b) of the OPA as amended herein. Repayment or -8- reimbursement to Developer pursuant to this Subparagraph (c) shall not be subject to any limitations based upon the level of Transient Occupancy Tax generated by the rental of hotel rooms in the Property. (d) Any payment by Developer of all or a portion of' the Developer's Proportionate Share of the first $~,000,000 of the Cost of Construction of the Gateway Connector in excess of the credit accrued pursuant to Subparagraph 1.6(b)(v) above shall be deemed to be a Contribution. 1.7 Cooperation of Agency, City and Developer. (a) Agency, City and Developer shall cooperate to control the Cost of Construction of the Gateway Connector and, as -- - provided in the Repayment Agreement, the plans and specifications for the Gateway Connector shall be subject to the mutual approval of City, Agency and Developer. In the event the Cost of Construction of the Gateway Connector exceeds $5,000,000 but is not in excess of $5,500,000, Developer shall pay the entire cost in excess of the aforesaid $5,000,000 as a Contribution and without any repayment or reimbursement from Agency and/or City. (b) If the Cost of Construction of the Gateway Connector exceeds $5,500,000, Agency and Developer agree that their Proportionate Shares of said excess costs shall be fifty percent (50~) for Agency and fifty percent (50~) for Developer without limitation as to the total amount. Agency shall pay its Proportionate Share of such excess and Developer shall not be obligated to Advance Agency's Proportionate Share of such excess. -9- (c) Notwithstanding the provisions of subparagraph 1.7(b) immediately above, if it appears that the Cost of Construction of the Gateway Connector will exceed $5,500,000, then the Construction of the Gateway Connector contemplated in this Article I of the Fourth Amendment to the OPA and within the prOposed public improvements of the Gateway Assessment District No. ST-82-2 may be abandoned only upon the written approval of all of the parties signatory to this Fourth Amendment to the OPA. If Agency cannot pay its Proportionate Share of such excess all parties shall consent to an abandonment under this subparagraph 1.7(c). (d) In the event that the Gateway Connector project is abandoned pursuant to the provisions of subparagraph 1.7(c) immediately above, the parties hereto agree that any costs, damages, or other claims of any type arising out of said abandonment, including but not limited to any eminent domain, inverse condemnation, precondemnation misconduct, abandonment or blight or "Klopping" type damages sustained by Agency and/or City shall be shared in the proportionate amounts of Agency, twenty-five percent (25~) and Developer seventy-five percent (75~). The parties further agree that the term "costs" as used in this subparagraph includes all costs and attorneys' fees paid in defense of any claims or causes of action of any type arising out of said abandonment. -10- ARTICLE II AUXILIARY LANE '2.1 Definitions. (a) The "Auxiliary Lane" means a southbound auxiliary lane on Highway 101 between Linden Avenue and Grand Avenue, as described in Exhibit "B-3" hereto. (b) The "cost of construction of the Auxiliary Lane" means the total cost of environmental studies, the total cost of construction, the total cost of acquisition of lands and easements and all incidental costs and contingencies thereto, including engineering, supervision and inspection as incidental to construction and acquisition and including any financing costs, such as bond discount, reserve fund, bond counsel fees and printing and advertising costs, which arise from any bond financing necessary to provide funds or repayment of funds for construction costs of the project. 2.2 Construction of Auxiliary Lane. Agency shall undertake to construct the Auxiliary Lane and Developer shall make a cash Contribution of up to $750,000 toward the cost thereof as and when requested during the course of construction. (a) The plans and specifications for the Auxiliary Lane shall be as required by the Department of Transportation of the State of California provided Developer shall be entitled to review and, to the maximum extent possible, participate in the development of such plans and specifications. -11- (b) If construction of the Auxiliary Lane has not commenced by June 30, 1988, Developer's obligation shall expire. (c) City and Agency will cooperate with Developer in seeking alternate mitigation measures satisfactory to the Department of Transportation in lieu of the proposed Auxiliary Lane. (d) Notwithstanding the foregoing, it is contemplated that the construction of the Auxiliary Lane shall be undertaken by the Gateway Assessment District and, accordingly, Developer's obligation and Agency's obligation shall be fully satisfied if the Assessment District shall undertake to construct the Auxiliary Lane. If the construction of the Auxiliary Lane is -- - so undertaken by the Assessment District, Developer shall have no right to reimbursement for any portion of the cost thereof. ARTICLE III PROPORTIONATE SHARES The Agency's and the Developer's Proportionate Shares of the Other Off Sites (including the Auxiliary Lane and the Gateway Connector) shall be set forth on Exhibits "B-3" and "B-~" hereto. Exhibits "B-3" and "B-q" to the OPA are hereby deleted, and there shall be substituted therefor Exhibits "B-3" and "B-~" as attached hereto. -12- ARTICLE IV OYSTER POINT SEPARATION 4.1 Deletion of Section 2.2. Section 2.2 of the OPA, consisting of paragraphs 2.2 through 2.2.3, are hereby deleted from the OPA and the following is adopted in lieu thereof and represents the parties' agreement with respect to the financing of the Oyster Point Separation. 4.2 Definitions. (a) .The "Oyster Point Separation" means a proposed grade separation at Oyster Point Boulevard and the Southern Pacific tracks, together with any related freeway access and street im- provement including, without limitation, the freeway over-crossing, curbs, g%~tters, bicycle lanes, sidewalks, landscaping, signs and signals, land acquisition, utility and storm drain relocations, environmental assessments and reports, artchitecture and engineering. , (b) The "cost of construction of the Oyster Point Separation" means the total cost of environmental studies, the total cost of construction, the total cost of acquisition of lands and easements and all incidental costs and contingencies thereto, including engineering, supervision and inspection as incidental to construction and acquisition and including any financing costs, such as bond discount, reserve fund, bond counsel fees and printing and advertising costs, which arise from any bond financing necessary to provide funds or repayment of funds for construction costs of the project. -13- (c) "ADT of the Gateway Project" means average daily trip generation oriented to or from Highway 10r, northbound, southbound, or crossing Highway 101. The Project ADT for each type of development in said Project shall be as set forth in Exhibit 1 to Exhibit "C" attached hereto and incorporated by reference herein as though set forth verbatim. The "Total Project ADT" shall be the total ADT defined and computed in accordance with subparagraph 4.5(d) below. For purposes of the foregoing computations, it is specifically recognized herein that the office use present.ly described in the Scope of Development for the Gateway Project is that of a general office building use and not an office park. (d) Genentech Parcel means Parcels 1 and 2 of that certain Parcel Map recorded at Volume 52, pages 18 and 19 of Maps in the office of the Recorder of the County of San Mateo. (e) Granada Royale Parcel means Parcel 3-B of that certain Parcel Map recorded at Volume 53, pages 17 and 18 of Maps in the office of the Recorder of the County Of San Mateo. 4.3 Developer Advance. Developer has advanced the sum of $68,254.29 toward the cost of preparation of an engineering and feasibility study for the Oyster Point Separation. Such Advance shall be subject to repayment with interest as provided in paragraph 2.11.2 of the OPA and with the priority specified in paragraph 2.12(a)(2) of the OPA as amended herein. 4.4 Developer Contribution. Developer shall Contribute to the cost of the Oyster Point Separation at a rate in accordance with the Oyster Point Contribution Formula set forth in Exhibit "C" attached hereto and incorporated herein by reference as though set forth verbatim. ~5 Payment of Contribution. (a) Developer shall pay Developer's Contribution for the Cost of Construction of the Oyster Point Separation in cash at such time and in such amounts as requested by City, except as to requests made pursuant to subparagraph 4.5(e) and except as provided in subparagraph ~.5(g) and (h) or paragraph 4.8 herein. (b) .Within 30 days following the execution of this Fourth Amendment to the OPA, Developer shall pay the cash amount of $1,010,548 as its Contribution based upon ADT for the building for~ which a building permit has been issued within the Project. Thereafter, Developer shall, prior to the issuance of a building permit for any building within the Project which generates ADT, pay its cash contribution based upon ADT for the building for which the permit is to be issued. .(c) Developer may, at its own election, secure its obligation pursuant to subparagraph 4.5(b) above by posting with the City an unconditional letter of credit drawn only upon "Acceptable Financial Institutions" as listed on Exhibit "D," attached hereto and incorporated by reference herein, in the amount of all of Developer's cash contribution then due and unpaid. Upon such a posting, Developer shall have met the prerequisite of subparagraph 4.5(b) for the issuance of a building permit. Thereafter, Developer shall, upon a request for funds pursuant to -15- subparagraph 4.5(a) above, pay its cash contribution into the Oyster Point Separation Fund within thirty days of said request. (d) The Total Project ADT after subtracting 12,987 ADT as a credit for Developer's $2,000,000 contribution to the Grand Avenue Separation and after reduction for Developer's cash Contribution due and payable pursuant to the first sentence of subparagraph 4.5(b) above and after reduction for the contemplated ADT of the Genentech Parcel and the Granada Royale Parcel is 17,374. Total Project ADT shall be increased to reflect any increase in the Scope of Development (including any increase reflected in precise plans approved for the Genentech or Granada Royale Parcels) which is finally approved by the City and the Agency after final environmental review, and to reflect any ADT contemplated in paragraph 4.5(h)(iii) and not allocated to the Genentech or Granada Royale Parcels in precise plan approvals granted or building permits issued subsequent to the execution of this Fourth Amendment. For the purpose of computing Developer's remaining obligation to contribute to the Oyster Point Separation, Total Project ADT shall be reduced by the aggregate amount of ADT attributable to buildings for which building permits have been issued within the Project (except buildings on the Genentech Parcel and the Granada Royale Parcel). Project ADT shall be further re- duced by any ADT in excess of that contemplated in q.5(h)(iii) which is subsequently allocated from Total Project ADT to the Genentech or Granada Royale parcels respectively in precise plan approvals granted or building permits issued subsequent to the execution of this Fourth Amendment. The said -16- difference shall be referred to herein as "Future ADT." For examPle: If by virtue of an increase in the Scope of Development Project ADT is 37,000 trips and permits have been issued for buildings which will generate 20,000 trips, Future ADT is 17,000 trips. (e) Construction of the Oyster Point Separation could proceed at such a rate that funds will be needed for that improvement before Developer's Contribution would otherwise be required hereunder.. If that occurs the City shall be allowed to request and Developer shall pay in cash the full amount of Developer's Contribution based on Total Project ADT not already paid in cash. Upon such request by City, Developer shall pay such amounts within thirty (30) days of City's request therefor. In the event that City collects Developer's Contribution pursuant to this subparagraph 4.5(e) and the Oyster Point Separation is not physically under construction prior to December 31, 1993, City shall refund all contributions made by Developer plus interest, if' any, earned thereon. (f) All cash and letters of credit shall be held by the City in a special fund, segregated from all general funds of the City, which shall be irrevocably earmarked for the Cost of Construction of the Oyster Point Separation as herein defined and for no other purpose or purposes whatsoever unless and until the repayment provisions of Paragraph 4.6 of this Fourth Amendment to -17- the OPA are implemented. All interest earned on cash within the Fund shall be credited to the Fund. (g) City agrees to make any requests for cash pursuant to this Paragraph 4.5 upon all developers who are required to contribute to the Oyster Point Separation. Such requests shall be made upon each developer in an amount equal to the amount that said developer's proportionate share of the total Cost of Construction of the Oyster Point Separation bears to the total request then being made. Nevertheless, City shall not be required to successfully collect said contributions, and Developer's obligation under this Paragraph 4.5 to pay its Contribution in a timely fashion shall not be affected by failure of the City to collect the contributions of other developers. Upon City's request for a cash Contribution by Developer, whether for Cost of Construction as contemplated in subparagraph 4.5(a) above or for the full amount of the projected Contribution by Developer as contemplated in subparagraph 4.5(e) above, processing of all precise plans and building permits shall be halted for development on the parcel or parcels owned by Developer until payment of Developer's cash Contribution is received. (h) Future ADT shall be allocated to parcels within the Project in accordance with the following: (i) If a precise plan has been approved for such parcel, the ADT attributable to the uses approved in accordance with such precise plan shall be used to determine such parcel's allocation of Future ADT less ADT attributable to -18- buildings approved as part of such precise plan for which building permits have been issued. (ii) If no precise plan has been approved for a given parcel the future ADT attributable to such parcel shall be in the same proportion to the total Future ADT for the Project as the area of that parcel bears to the total land area in the project for which precise plan approval has not yet been received. Upon subsequent approval of a precis~ plan for each of said parcel(s), the ADT attributable to each parcel shall be adjusted pursuant to the Provisions of subparagraph 4.5(h)(i) above. For example: 1. Land area in the project is 100 acres. 2. Precise plan approvals have been received for 60 acres of the project area, leaving a total area of 40 acres for which precise plan approval has not yet been received. 3. Total Project ADT is 37,000 trips (by virtue of an increase in the Scope of Development). 4. Based upon precise plan approvals received after the date hereof, the total Future ADT for the project is 18,500 trips. 5. Parcel A equals 10 acres. (25% of the land remaining for which precise plan approval has not yet been received.) would be 4,625 trips. Project. ) 6. The total ADT attributable to Parcel A (25% of Future ADT remaining for the -19- (iii) Notwithstanding the foregoing provisions of Subparagraph 4.5(h)(ii), the ADT attributable to the Genentech Parcel shall be 4,400 trips and to the Granada Royale parcel 1614 trips until precise plan approval has been granted for said Parcel(s). Thereafter, said ADT shall be adjusted in accordance with the provisions of subparagraph 4.5(h)(i) above, and ADT not allocated to either the Granada Royale parcel or the Genentech parcel shall be added to Future ADT of the Project as' an obligation of Developer. 4.6 Refunds of Excess Payments. It is recognized that the City will make every effort to secure maximum participation in the Oyster Point Separation project, including uses other than the -- - major ones set forth within the Nolte Study and for greater state and/or federal contributions to the Oyster Point Separation. Any funds collected in excess of those needed for the local share contribution and interest on such excess funds shall be refunded to Developer in the same proportion that the ADT of the Gateway Project bears to the total ADT upon which the total contributions by all developers to the Oyster Point Separation project were based. -20- EXAMPLES OF PAYMENT REFUNDS ASSUMPTIONS 1 2 Project Total ADT Payments 3 4 ~ Pmt. Repaid Amount of Project ADT Repayment* divided by $1,380,000 total ADT x col. 3 Developer "A" 37,000(1) $3,800,000 Developer "B" 4,000 Developer "C" 3,750 Developer "D" 12,000 Developer "E" 7,000 Redevelopment Agency (Including Future) 40,000(1) 2,500,000 .357 $ 492,660 650,000 . 039 53,820 600,000 . 036 49,680 1,900,000 . 116 160,080 1,100,000 . 067 92,460 .385 531,300 TOTALS 103,750 9,750,000 1.000 $1,380,000 Note (1) - After .adjustment for contributions to East Grand Avenue Overpass at the rate of $154 per trip Example MI - Assumes net local~s~are cost = Assumes total interest earnings = Total excess payments = $1,250,000) Total excess interest= 130,000) $8,5OO,O0O 1,000,000 1,380,000 Repayment calculated by multiplying excess payment and interest costs by % of ADT in Column 3 (amount in this example shown in Column % above). Example %2 - Assumes net local share cost = Total interest earnings = Total excess payments = Total excess interest = $10,750,00 1,250,000 0 250,O0O (Note: In the absence of excess payments no repayment will be made and excess interest will be applied to agency share of future contributions.) Example 03 - Assumes net local share cost= Assumes total interest earnings = Total excess payments = Total excess interest = $12,000,000 1,250,000 0 0 (Note: Because net local share exceeds total Payments will be no repayment to developers unless more than $1,000,000 in additional payments are made by other developers following date of project completion.) -21- 4.7 No Further Fees or Contributions. It is understood and agreed that the obligation of Developer to contribute based upon Total Project ADT and to perform other obligations expressed herein shall be the sole obligations of Developer or any other owner of all or any portion of the Property (except the owners of Genentech Parcel and Granada Royale Parcel) with respect to the construction of the Oyster Point Separation or any part thereof or with respect to traffic mitigation at the Oyster Point/Southern Pacific/Highway 101 intersections as required by the intensity of development approved in the Scope of Development hereunder. No further construction, payment of fees, or contribution or the like with respect to the Oyster Point Separation or any part thereof shall be required of Developer or any owner of any portion of the Property (except the GenenTech Parcel and Granada Royale Parcel) as a condition to or in connection with issuance or approval of any 'subdivision map, parcel map, precise plan, building permit, occupancy permit, or any other permit, approval or authorization whatsoever. ~.8 Obligations To Run With The Land. (a) .The obligations of the Developer set forth in this Article IV of the Fourth Amendment to the OPA are covenants running with the land, and shall be binding upon Developer's successors and assigns, including but not limited to lessees and purchasers of land within the Project. Notwithstanding the foregoing, no such successor or assign shall be liable for any Contribution toward the cost of construction of the Oyster Point -22- Separation other than that attributable to the Parcel owned or leased by said successor or assign and as computed according to the Oyster Point Contribution Formula attached hereto as Exhibit "C" and according to the guildelines set forth in Paragraph 4.5 above. (b) Notwithstanding that the obligations of Developer set forth in this Article IV of the Fourth Amendment to the OPA are covenants running with the land, Developer agrees that Developer shall remain secOndarily liable for the Contribution due with respect to any lot or parcel conveyed by Developer until the City receives the cash payment contemplated in Paragraph 4.5(a), (b) or (c) above, whereupon Developer's total obligation shall be reduced by the ADT attributabl~ ~o said cash payment. City further agrees that it shall not accept any form of security from Developer's successors or assigns not specifically authorized by subparagraph 4.5(c) above. Developer specifically agrees that Developer shall pay to City any and all cash Contributions requested by City for any parcel owned by Developer on the date of This Fourth Amendment and. subsequently conveyed by Developer by sale or lease or otherwise if said payment is not received by City within 30 days of City's request for said payment to Developer's successor or assign. In this regard, City agrees that Developer shall, upon payment by Developer of cash Contributions pursuant to this subparagraph 4.8(b) become subrogated to City's rights and remedies against Developer's successor or assign for said successor's or assign's failure to make said cash Contribution. Developer further -23- agrees that it shall assume the burden of bringing any necessary actions for collection from said successor or assign and shall pay any and all costs of said action without reimbursement or contribution of any kind from City, and Developer shall indemnify, defend, and hold City harmless for any claims or causes of action of any type which might arise as a result of the implementation of the provisions of this Paragraph 4.8. (c) The Developer shall cause a memorandum of this Fourth Amendment to the OPA to be recorded in the Office of the Recorder of the County of San Mateo as a restrictive covenant upon the lands within the Gateway Redevelopment Project immediately upon its execution. ARTICLE V SCOPE OF DEVELOPMENT 5.1 Increase in Hotel Rooms. City, Agency and DeveLoper agree that, depending upon the results of environmental studies, the proposed Scope of Development as set forth in the OPA may be modified to increase the permissible number of hotel rooms within the Project from 600 rooms to 1,300 rooms. 5.2 Increase in Office Space. City, Agency and Developer agree that, depending upon the result of environmental studies, the proposed scope of development as set forth in the OPA may be modified to increase the total permissible gross building area of offices from 2,235,000 square feet to 2,535,000 square feet. -24- ARTICLE VI PRIORITIES 6.1 ° Amendment of Paragraph 2.12. Paragraph 2.12 of the OPA is hereby amended to read as follows: "2.12 Priorities. Ail Tax Increment, on an annual basis, after deduction for amounts payable pursuant to Health and Safety Code Section 3333~.2 and, as to obligations listed in 2 - 10 below, the proceeds of any 'Tax Increment Bonds,' shall be pledged to the repayment of .all Advances and other loans to Agency. (a) Loans and Advances shall be paid in accordance with , the following priorities: (1) Current payment obligations for principal and interest on Tax Increment Bonds and payment of balance on $6,500,000 1982 Tax Increment Notes due June, 1985 (including any subrogated rights related thereto) and current payment obligations for principal and interest on third party loans. (2) Payment of outstanding Developer Advances to or on behalf of Agency other than those related to Agency's share of the Gateway Assessment District and Developer's Advance referred to in subparagraph (9) below. (3) Payment of new Hotel Incentive Bonus to hotel developer based on timely start and Transient Occupancy Tax generated. -25- (4) (s) (6) Payment to Oyster Point Grade Separation Project for Agency share. Payment to City of South San Francisco for Administrative Advances for period July 1, 1981 through June 30, 1985. Payment to Developer of Advances of Agency's share of the Phase I and II Gateway Assessment District obligations including the Cost of Construction of the Gateway Connector. (7) Payment to Developer of Advance of Developer's Proportionate Share of the Cost of Construction of the Gateway Connector in excess of -- - $4,000,000 but not more than $5,000,000 in accordance with the provisions of Paragraph 1.6(c) of the Fourth Amendment to the OPA. (8) Payment to Developer for Timely Performance in generation of Transient Occupancy Tax pursuant to the provisions of Paragraph 1.6(b) of the Fourth Amendment to the OPA. (9) Principal on Developer's Advance pursuant to paragraph 2.1.3, provided, however, that Developer shall earn a credit equal to 12-1/2% of net Tax Increment betWeen the date hereof and June 30, 1991, but not in excess of a total credit equal to the Advance under 2.1.3. To the extent that such credit is less than the -26- Advance under 2.1.3 the difference shall be deemed to be a Contribution (for example,'if Developer's Advance is $2,000,000 and aggregate net Tax Increment through fiscal year 1991 is $15,000,000 the 12-1/2~ credit would be $1,875,000:$2,000,000 - $1,875,000 = $125,000 which shall be a Contribution). Such credits shall be paid in a timely manner without interest as funds are available but any credit which remains unpaid as of June 30, 1991 shall thereafter accrue interest at the rate specified in 2.11.2 above. Net Tax Increment for this purpose shall mean all Tax Increment after reduction under Section 33334.2 of the Health and Safety Code. Prior to June 30, 1991 Developer's repayment rights under this agreement shall be junior to all First Priority and Second Priority obligations actually incurred by Agency prior to that date. (10) Principal and interest on City's Advances for Administrative Costs in excess of the Administrative Budget pursuant to 2.10 above or Advanced after June 30, 1985. (b) Agency shall use its best reasonable efforts to cause Tax Increment Bonds to be issued when, as and if Tax Increment revenues justify the issuance of such additional bonds subject to any additional bond formula set forth in the resolutions authorizing the issuance of outstanding bonds, and provided further that developer's consent shall be required to any additional bond formula which requires Tax Increment revenues in excess of 1.15 times maximum annual debt service on outstanding bonds and additional bonds. (C) Any provisions of the OPA in. conflict with the above repayment priorities are null and void as of the effective date of this Fourth Amendment to the OPA." -28- ARTICLE VII RATIFICATION OF OPA AND AMENDMENT OF REPAYMENT AGREEMENT 7.1 Except as modified by this Fourth Amendment, the OPA is ratified and confirmed. 7.2 The Repayment Agreement shall be amended as necessary to conform to this Fourth Amendment. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Owner Participation and Development Agreement as of the day and year first above written. ATTE ST: Executive Director ATTEST: ATTEST- City Clerk REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO / CITY OF SOUTH SAN FRANCISCO -29- ( ( EXHIBIT B-3 PUBLIC IMPROVEMENTS- GATEWAY REPAYMENT ~GI~EEMENT In accordance with the provisions of the Streets and Highways Code, submitted herewith is the Engineer's Report on the Improvements proposed for Gateway Assessment District No. $T-$2-2 included under Resolution of Intention No. ?~-g2 adopted Duly 7, 1992. A~ Opening of' Gateway Bo~Ievard between East Grand Avenue and Oyster Point Boulevard and the improvement thereof by clearing, grubbing, excavation, grading, removal of existing trees, shrubs and structures, where required, removal and]or p.roper disposal of contaminated materials and the construction therein of base~ p~-vemenh curbs~ gutters, sidewalks, driveways, street lrees~ median islands, surface and subsurface storm drainage facilities, where required, facilities for channeling, merging, striping and reflective pavement marking,'tuming and con'trolling traHic~ where required, in accordance with the requirements of ~he City of South San Francisco, and installation of underground cables~ pipes and electrical conduit and traffic signal systems, where required, landscaping, including sprinkler and irrigation systems, stree~ signs, street monuments~ water mains, valves~ tees, fittifigs, services and hydrants, where required~ sanitary sewer mains, manholes xvith manhole frarne~ and covers, .cleanouts and laterals~ .where required~ gas ~ransmission and service :~acilities, where required~ underground electrical power distribution and service facilities and underground communication 'transmission and service lacilities~ street Egh$ing 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 ~pproximately 900 ~eet west of Gateway Boulevard by clearing, grubbing, excavation, grading, removal of existing trees, shrubs and structures and the.construction of base~ pavement, curbs, gutterss sidewalks, driveways, traffic striping, reflective pavement markings, street s.~gns, landscaping, including irrigation and sprinkler system~ where required, surface and subsuriace storm drainage facilities, ~vhere required, street lighting ~acilities, 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 ~acilities and railroad crossing protection devices and ~acilities 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 mark'.,ng and surface and subsurface storm drainage facilities~ tralfic signs, as required~ and street lighting ~acilities.' } Do Improvement of Forbes Boulevard between East Grand Avenue and the existing railroad drill track crossing located approximately 1,00D feet northeasterly of East Grand Avenue by the removal of paving between existing islands as required, the relocation of street lighting facilities, the constructio;~ of new curbs~ striping~ markers and other traHic control devices, as required, and landscaping, including,, spri. nkier and irrigation systems, as required. -1- c~NTRAL ~ECORD$ E. V/idening of Oyster Point Boulevard between a point approxirnately .500 feet easterly ; ot Gateway Boulevard and Dubuque Avenue and improvement thereof by the removal ;, of existing curb, gutter and sidewalks, where requh'ed, and clearing, grubbing, excavation and grading and the construction of pavement, curbs~ gutters, sidewalks, median islands, landscaping, including sprinkler and: irrigation systemsr where required, traffic signal facilities at the intersection o~[ Gateway Boulevard and Oyster - Point Boulevard, and the modification of tL intersection of Oyster Point-Boulevard with Dubuque Boulevard, the installation c£ railroad crossing, prot~tion devices, traffic signM facilities, curbs, gutters, sidewalks, street lighting facititie~ service .~.: relocations, signing, striping and sur,ace and subsur,ace storm drair,~ge ,acilities, a, - required, and c0~nstruction ot transition improvements to conform with the existing /.~ portion of Oyste, Point Boulevard ..... . ~ F. Improvement. of the existing earth channel l.o~'~t along lhc- westerly side of Industrial Way, which commences at the intersection o! East Grand Avenue and J~/ Industrial Way .and extends northeasterly approximately 1,s400 feet, including new storm drainage mains crossing under the Southern Pacific Trans. Co. m~in line tracks : in accordance with the requirements therefor of the City of South San Francisco, and the construction of storm drainage mains catch basins, headwalls and appurtenances in East Grand Avenue between Harbor ~'ay and Industrial Way. G~ H~ Construction of storm drainage mains, inclqding manholes with manhole ~rames and covers, catch basins~, headwalls and appurtenances, cbmmencing at East Grand Avenue and Sylvester Street and extending' to the Southern Pacific Railroad right-of- way, thence extending across said right-of-way to Golm~ Greek, and/or reconstruction o; the existing storm drainage system, and surface improvements and landscaping, as required. Construction o:[ storm drainage mains, including,' mahholes with manhole ~rames ang covers, catch basins and appurtenances, commencing at East Grand t%venuv, and Gateway Boulevard and extending to the Southern Pacific Right-ot-\Vay, thence paralleling said Right-of-Way to the southerly end ot Sylvester Street. Improvement ot the sanitary sewer facilities in Oyster point Boulevard between the intersection ot said Boulevard with the Southern PacEic Railroad righr-ol-way and a point approximately 500 ~eet easterly o! the intersection of Gateway Boulevard with Oyster Point Boulevard by repl~cement of portion ot said ~acilities, as required, and construction ota pump station with all necessary controls in the vicinity o~ G~teway Boulevard and Oyster Point Boulevard~ together with a sanitary sewer Iorce main commencing at said pump station and extending southwesterly in G~_teway Boulevard approximaiely 700 ieet. . Construction of facilities for channeling, merging, striping, turning and controlling traffic, and traffic signal Iacilities~ where required, at the intersections o! Oyster Point Boulevard~ Linden Avenue~ East Grand Avenue~ Baden Avenue and Produce Avenue with Airport Boulevard, and at the intersections ot Interstate 380, Utah Avenue and Mitchell Avenue with South Airport Boulevard in accordance with the Final Environmental .Impact Report lot the Gateway Redevelopment Project, Dated 3une 198 I. K~ Undergrounding of existing and new electrical powc:r distribution ang service facilities and communication transmission and services lacilities (1) on East Grand Avenue between Forbes Boulevard and the Southern Pacilic Railroad righl-oi-xvay, (2) -2- on Oyster Point ~' ,levard between a point 500 ~ee~( more or less, easterly o! Gateway Boulevar~ and the Southern Pacific Ra:.Iro .... -ight-or-way and (3) on Industrial Way betwee( last Grand Avenue and Oyster PoiJ~ oSoulevard. Widening of Produce Avenue to two southbound lanes between Colrc, a 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 find striping and reflective pavement marking as required. M. Installation of perimeter landscaping, including along both sides of Gateway Boulevard between East Grand Avenue and Oyster Point riot, lcvard, along the southwesterly side of Forbes Boulevard between East Grvnd Avenue and the point n6rtherly of East Grand Avenue at which Forbes Boulevard extends beyond the assessment district boundary, along the northerly side of East Grand Avenue between Forbes Boulevard and Industrial Way, along both sides of Industrial Way between East Grand Avenue and Oyster Point Boulevard, and along the sputherly side.of Oister Point Boulevard between Industrial Way, and a point approximately 500 feet easterly 0f the intersection of Gateway Boulevard with Oyster Point Boulevard. N~ O~ Opening of Gateway Boulevard behveen East Grand Avenue and South Airport Boulevard and the improvement thereof by clearing, grubbing, excavation, gradir~g, removal of existing structures and miscellaneous improvements, and the construction therein of base, pavement, curbs, gutters, sidewalks, driveways, street ~:rees, median islands, surface and subsurface storm drainage facilities, xvhere required, facilities for channeling, merging, striping and reflective paverr, ent marking, turning and controlling traffic~ where required, in accordance with the requirements of the City of South San Francisco, and installation of underground cables, pipes and electrical conduit and traffic signal systems, where required, landscaping, including sprinkler and irrigation systems, street signs, street monuments, water mains, Yalves~ tees, :fittings, services and hydrants, where required~ sanitary sewer mains, manholes with manhole :[tames and covers, cleanouts and..laterals~ where required, gas transmission and service facilities, where required, underground electrical power distribution and service ~acilities'and underground communication transmission and service .f~cilities, street lighting facilities, and bus st6ps and shelters. · Construction o~ a southbound auxiliary lane on Highwa~ 101 between Linden Avenue and Grand Avenue. · P. Proportionate share of improvement to Pump Station No. t:, located or, Harbor Way. Acquisition of rights of service and use in 6" undergrou'nd electrical conduit be,ween Gateway Boulevard and Industrial Way located approximately 850 feet north of East Grand Avenue. ~ Acquisition of fire alarm conduit located between the intersection of East Grand Avenue and Gate,ray Boulevard and a point 150 ieet more or less westerly of the intersection of Cypress .Street and Baden Avenue. S. Acquisition of passenger drop-off turnout located approx.;merely 1,500 ieet north of East Grand Avenue and 100 feet west o! Gateway Boulevard. T. Acquisition of all lands, easements and rights-of-way and all auxiliary work necessary to complete said improvements. GEH/ls]st-2 -3- LP. I?ATION , } :- E pA¢lll'le YAIH B LV'3. - . EXHIBIT · AUXILIARY .LA, t Tt.? ~_ GATF- ,~¥AY :-, AUXILIAF~Y LANE $,~AND TO COL DITCH COhIBINED STORM ~MPROVEMENTS ( EXHIBIT D-O ( BREAKDOWN OF PROPORTIONATE SHARES Streets ^gency Cost Homart Cost 1. Old East Grand Avenue ~ 1.5% .58.5% a. ROW/Median Landscape b. Landscape Easement 2. East Grand Avenue 0% 100% .50% 50% a. ROW/Median Landscape b. Landscape Easement 50% 50%. 0% 100% :3. East Grand Avenue Traffic Signals t~. Harbor Way with Signal 32% Forbes Boulevard - project Access 0% 100% 6. Forbes Boulevard - Street and .Landscape Improvements 7. Oyster Point Boulevard with Signal- SPRR Tracks to 500' Easterly of Gateway a. ROW/Median Landscape b. Landscape Easement 50% §0% 50% ' 50% 0% 100% * 8. Oyster Point Boulevard/Dubuque Boulevard Intersection/Railroad Crossing -o -tt0% 60% 9. Gateway Boulevard 100% a. Gateway Landscape 0% 100,% *10. Industrial Way a. Landscape 0% 100,%. 096 10096 1 1. Oft-Site Intersection Improvements 12. 13. a. Oyster Point/Airport - Linden/Airport b. Baden/Airport - East Grand/Airport c. Produce/Airport- 1380]S. Airport d. Utah/S. Airport - Mitchell]S. Airport e. Produce and/Colma Creek to Highway 101 Gateway Boulevard Extension (see exhibit) Highway 101 Auxiliary Lane (see exhibit) -1- 69% 31% Refer 0% t o .Fourth Amendment to OPA 100% CENTRAL .Exhibit 1-2147-0601-36 B. gtorm Drain (see exhibit) .- 1. East Grand Storm Drain- Sylvester Street (35 t~2 - tf6) 2. PG&E Ditch (72" RCP. in gateway Ext.) 3. East Grand Storm Drain- Harbor and Forbes to PG&E Ditch Gateway 5. East Grand Over-Crossing to :IS 6. East Grand Storm Drain- Industrial Way to Sylvester Street 7. Industrial Way Storm Drain g. t~2" Storm Drain Crossing at SPRR and Industrial %ray 9. East Grand t6 Colin& Creek (35 if;7 '~'o Colma Creek) I0. 72" Dual Crossing at SPRR (35 ti6 - 1'1. 3unction Structure No. 1 12. 3unction Structure No. 2 13. 3unction structure No. 6 · Sanitary Sewer 1. Oyster Point Sanitary Sewer and Pump Station 2. 3. Gateway Boulevard, Sanitary Sewer Pump Station No. g AgcncT Cost Homart Cost 83% 17% 5% 95,% g0% 20% (Included in Street Cost) I00% 0% gl% 19% $250,000 Remainder 100% 0% 63% 37% 79% 21% 29% 71% 91% .. 79,% 21% 95% 3% l 1% 89% 0% 100% D. Underground Existing, Ovehead Utilities 1. PG&E Charges 2. PT&T Charges 3. California Wa'mr Service Charges -2- 25% O% (61% waived by 75% 100~o 39% .t.-- .- L "~ I -- U t) U.L-- ..'5 b ( Agency Cost Homart Cost Acquisition of Rights of Service (PG&E) 25% 75% 'F. Acquisition of Fire Alarm and Cable TV Conduit 0% 100% Acquisition of Passenger Drop-Off Turnout Land Acquisition - See Individual items above 0% I Contingencies ~_-~f~- ' --"~uc%ion £e~.,-T~, .~. J. Special Materials Handling Allocation ** K. Incidentals Final Percent Based on Final Proportion of Construction of Improvements * Includes land acquisition costs, including attorney fees, appraisal costs, witness fees, litigation expenses, if any. 100% Varies - Based on Case by Case Determination. 3~ O~FER POINT CONTRIBUTION FORMULA · ~l. General Provisions' Contributions shall be based upon weekday Average Daily Trip (ADT) generation · bY various land uses as set forth in Exhibit I attached hereto and incorporated herein by reference as though set .forth verbatim. Note' (a) When ADT generation is based upon gross square foot- age of a building, the gross square footage includes the total floor area within the building shell, which shall be computed by measuring to the outside finished surface of permanent outer building walls. The gross square footage of a building shall be the sum of the square footage of all enclosed floors of the building, including basements, mechanical equipment floors, pent- houses, corridors and general support areas and the like. 2..'Contribution Rate- Engineering News Record Construction Cost Index For San Francisco at date of Cash Payment ADT x $154' x 513'9.61'* = Contribution 3. M~thods of Payment- (a) In most cases, payment or guarantees of payment shall be made prior to issuance of building permits. .(b). In some cases Ii.e. projects underway prior to adoption of the formula contained herein) guaranteed delayed payment plans may be approved by agreement with adequate surety. Delayed payment agreement will be subject to adjustment in accordance with Enginering News Record Index changes. In no case shall the per-trip contribution amount be less than the $154 figure set forth above. Should the Engineering News Record Index be discontinued, the formula provided above shall be converted to any new or changed index which might replace said index. *The $154 figure set forth above is based upon the total estimated cost of the Oyster Point Separation divided by the projected total ADT applicable to that project. **july, 1983 Engineering News Record Construction Cost Index for San Francisco. Exhibit "C" to the Fourth Amendment to the Owner Participation & Development Agreement CENTRAl_ RECORDS [~nd Use Truck Terminal · S( EXHIBIT 1 TO OY i ER POINT CONTRIBUTION FOPJ~IULA General Description Facilities where goods are transferred between trucks, trucks and railroads, or trucks and airports ADT Trip Rate Per 1000' Gross Square Feeet 9:86 General Industrial -. Manufacturing Warehousing Typical uses are printing plants, material testing laboratories, assemblers of data processing equipment, and power stations which usually employ less than 500 emp- loyees with an emphasis on uses other than manufacturing 5.46 Primary activity is the conversion of materials or parts into finished products 3.99 Facilities which are all or largely devoted 4.50 to storage of materials l) Hotel Place of lodging which generally contains one hundred {100) or more lodging rooms or suites and which could include restaurants, cocktail lounges, meeting rooms, banquet rooms, and other retail and service shops within the same building. 10.50 (Per Room) Motel General Office Building. Research Center Place of lodging which ordinarily contains 10.14 (Per Room] less than one hundred {100) rooms or suites which could include a restaurant on the same premises. Off'ice building housing one or more tenants 12.30 and is the location where the affairs of a business, commercial or industrial organizatiOS, ~ prof. essional person or firm are conducted a~ Facilities or groups of facilities devoted 5.30 nearly exclusively to research and develop- ment activities Recreational Club Dinner House Restaurant Privately owned facilities including tennis courts, swin~ing pools, racquet ball courts, handball courts, and other minor gymnastic facilities 1.1.70 Eating establishments of high quality in 56.30 interior furnishings and food which generally have a customer turnover rate of one hour or longer and are not open 24 hours per day. High Turn-over {Sit down) Restaurant Eating establishments which generally have 164.40 a customer turn-over rate of less than one hour, including coffee shops, cafeterias amd delicatessens Page I of 2 'Land Use · ~TER POINT CONTRIBUTION FORMULA General Description ADT Trip Rate Per 1000' Gross Square Feeet Shopping Center General Commercial An integrated, group of comercial est- ablishments which is planned, developed owned, and managed as a Unit Under 50,000 Gross Square Feet 50,000 Gross Square Feet and Greater 115.8 79.1 2) Establishments contained within freestand- 48.00 ing commercial buildings including strip commercial buildings Banks and Savings and Loan Marina Single Family Dwellings Townhouses Condominiums. and Apartments Contain banks or savings and loan facilities Public or private marina with some having social activities scheduled throughout the week 74.00 3.2/berth 10.O/unit 9.0/unit 5.0/unit The following typical example would apply to a 50,000 square foot industrial building which contains 10% office, 10% manufacturing/assembly and 80% warehousing' Average Trip Rate per ADT Square 1000 Sq. Ft. of Gross Trip Use Feet Floor Area Generation Office 5,000 General Industrial 5,000 Warehous i ng 40,000 12.30 61.50 5.46 27.30 4.50 180. O0 268.80' In this case, the total trip generation would be 269 trips per day. *For specific definitions of land use categories and data supporting trip generation rates see "Trip Generation Second Edition - 1979" prepared by the Institute of Transportation Engineers. A copy of this report, including use definitions and variations of the above listed rates, has been placed in the files of the Depart- ment of Community Development, 400 Grand Avenue, South San Francisco, CA 94080. 1) A Traffic Impact Analysis of the Proposed Oyster Point Business Center; TJKM, Transportation Consultant, Dec. 1981 2) CALTRANS - 12th Progress Report on Trip Ends Generation Research Counts, December, 1979. 3) Terrabay Development; Final Environmental Impact Report, August, 1982 ., Untted Statea: · Bank o£ 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 ' Fihst National Bank of Boston U.S. National Bank of Portland Northwest Baneorp ' 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 ,i e institutions ~liste~ are taken from the fifty largest U=.S. banks by assets, f~Lly those U.S. banP~i3E3 institutions listed aoc~e having Califo~a offices are acceptable institutions.' Exhibit "D" to Fourth Amendment to th~OPA :Page 1 of'3 · o Credit Agr o e Mutuel Credit Lyonnais Societe Generale Germany' Deutsche Bank Dresdner Bank' Westdeutsche Landesbank Commerzbank Bayerische Landesbank Bayerische Vereinsbank Bayerische Hypotheken und Wechsel Bank Great Bribain: National Westminister Barclays Bank Midland Bank Lloyds Bank Bank Japan: . Dai-Ichi Kangyo Bank NQrinchukin Bank Fuji Bank Sumitomo Bank Mitsubishi Bank Sanwa Bank Industrial Bank of Japan Long-Term Credit Bank of Tokai Bank Bank of Tokyo Mitsui Bank The NetherTands: Rabobank Nederland . Alegmene Bank Nederland Amsterdam-Rotterdam Bank Japan Pane 2 of 3 ~anad~: Royal Bank of Canada 'Canadian Imperial Bank Bank of Montreal Bank of Nova Scotia · Toronto Dominion Bank S~'itzerland: Sw~_ss Bank Cor~ Union Bank of Switzerland Credit Suisse Belgium: Societe Gen~rale de Banque }~ong Kong: · · Hongkong and Shanghai Banking Corp. · ,'he financial institutions on t~is list ~re taken from the fifty ~argest non-U.S, banks by assets, except for the Bank of Nova Scotia and Toronto Dominion Bank. Only those foreign banki~.g institutions listed above having California offices are. acceptable institutions. · Page 3 of 3