HomeMy WebLinkAboutReso RDA 25-2000 RESOLUTION NO. 25-2000
REDEVELOPMENT AGENCY OF SOUTH SAN FRANCISCO, STATE OF CALIFORINA
A RESOLUTION APPROVING AN OWNER PARTICIPATION AGREEMENT FOR BAY WEST
COVE PLANNING AREA lA (HINES DEVELOPMENT)
WHEREAS, A Supplemental Environmental Impact Report has been prepared in accordance
with the California Environmental Quality Act (CEQA), the State CEQA Guidelines and the City of
South San Francisco Guidelines for the Implementation of CEQA; and,
WHEREAS, the Redevelopment Agency held a public hearing to consider the Owner
Participation Agreement between the South San Francisco Redevelopment Agency and Hines Oyster
Point, L.L.C on November 8, 2000; and,
NOW, THEREFORE, BE IT RESOLVED, that the Redevelopment Agency hereby approves
the Owner Participation Agreement between Hines Oyster Point, L.L.C. and the South San Francisco
Redevelopment Agency attached hereto as Exhibit 1.
BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to execute the
Owner Participation Agreement on behalf of the Agency and the Clerk is directed to record the
Agreement.
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the Redevelopment Agency of South San Francisco at a Special meeting
held on the 21st day of November ,2000 by the following vote:
AYES: Boardmembers Pedro Gonzalez and Eugene R. Mullin, Vice-Chair
Joseph A. Fernekes and Chair Karyl Matsumoto
NOES: None.
ABSTAIN: None.
ABSENT: Boardmember John R. Penna
U Clerk
405/099/OPA Resolution
Recording Requested By And
After ReCording Please Return To:
City of South San Francisco Redevelopment Agency
400 Grand Avenue
South San Francisco, CA 94080
Attn: Executive Director
(Area Above This Line Reserved For Recorder's Use)
OWNER PARTICIPATION AGREEMENT
by and between
CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY
and
HINES OYSTER POINT, LLC
OWNER PARTICIPATION AGREEMENT
THIS OWNER PARTICIPATION AGREEMENT ("Agreement") dated as of
,2000 ("Effective Date"), is entered into by and between the CITY OF
SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY ("Agency"), a public body,
corporate and politic, and HINES OYSTER POINT, LLC ("HOP"), a Delaware limited liability
company. Agency and Participant agree as follows:
This Agreement is entered into with reference to the following facts:
A. The purpose of this Agreement is to effectuate the Redevelopment Plan for the
Project Area by providing for the redevelopment of the Property. Completion of the
Improvements and the Project pursuant to this Agreement is in the best interests of City and
Agency, and the health, safety and welfare of residents and taxpayers of the Project Area and
City, and is in accord with the public purposes and provisions of applicable state and local laws.
B. A material inducement to Agency to enter into this Agreement is the agreement
by Participant on behalf of itself and its successors and assigns to pay the penalties provided for
herein if the Improvements are not built or construction of the Improvements is not Completed
within the periods of time specified in this Agreement, and Agency would be unwilling to enter
into this Agreement in the absence of an enforceable commitment by Participant to pay the
penalties provided for herein if the Improvements are not built or construction of the
Improvements is not Completed within the periods of time specified in this Agreement.
C. Construction of the Improvements on the Property and the Completion of the
Project will assist in the elimination of blight in the Project Area, provide additional jobs,
improve safety in the Project Area and substantially improve the economic and physical
conditions in the Project Area in accordance with the purposes and goals of the Redevelopment
Plan.
D. Agency has determined that the land uses specified in this Agreement and the
provisions relating to construction of the Improvements specified in this Agreement are
consistent with the provisions of the Redevelopment Plan and each of its applicable elements.
E. The Property has heretofore been encumbered by that certain Owner Participation
Agreement by and between Agency and Bay West Cove, L.L.C. ("Bay West") dated January 7,
1998 ("Bay West Agreement"), which was approved by Agency by Resolution No. 19-97. At
that time, Agency approved the purchase of property by AutoNation USA Corporation
("AutoNation USA") from Bay West, and AutoNation USA purchased Parcel No. 1 (as
identified in the Bay West Agreement) from Bay West. Parcel No. 1 as identified in the Bay
West Agreement is the Property which is the subject of, and defined in, this Agreement. Section
8.03 of the Bay West Agreement provided that any transfer of a parcel prior to recordation of the
certificate of completion for that parcel is subject to all of the conditions of approval, covenants
and restrictions of the Bay West Agreement.
F. On May 19, 2000, HOP acquired the Property from AutoNation USA.
G. On May 19, 2000, AutoNation USA and HOP entered into that certain
Assignment and Assumption Agreement, in which AutoNation USA assigned and conveyed to
HOP all of AutoNation USA's fights, titles, interests and obligations under the Bay West
Agreement and HOP assumed the payment and performance of all of the covenants, debts,
duties, liabilities and obligations of AutoNation USA under the Bay West Agreement. On June
14, 2000, by its Res~l~ution No. 10-2000, Agency consented to AutoNation USA's assignment
and conveyance to HOP of all of its fights, titles, interests and obligations under the Bay West
Agreement, and HOP's assumption of the payment and performance of all of AutoNation USA's
covenants, debts, duties, liabilities and obligations under the Bay West Agreement, and approved
the sale of the Property from AutoNation USA to HOP.
H. On June 14, 2000, Agency and HOP entered into that certain Amendment No. 1
to Owner Participation Agreement, which amended the Bay WeSt Agreement with respect to the
Property. The Amendment No. 1 was approved by Agency by its Resolution No. 10-2000.
I. Participant is the owner in fee of the Property as of the Effective Date. The
parties intend and agree that this Agreement shall in all respects replace in their entirety and
supersede the provisions of the Bay West Agreement and the Amendment No. 1 thereto insofar
as such provisions relate or pertain to the Property (Parcel No. 1 identified in the Bay West
Agreement) and that neither Participant nor Agency shall have any further fights or obligations
to each other with respect to the Property pursuant to the Bay West Agreement and Amendment
No. 1 thereto.
J. The intent of the Parties hereto is to provide for or reference in this Agreement all
approvals which are necessary from Agency or City in order for Participant to develop the
Property as contemplated herein.
K. Participant acknowledges and agrees that Agency has contributed to the Project
by, among other things, constructing certain off-site improvements.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1 DEFINITIONS
Section 1.1 Definitions.
The following terms as used in this Agreement shall be defined as follows:
(a) "Agency" means the City of South San Francisco Redevelopment Agency, a
public body, corporate and politic, exercising governmental functions and powers
and organized and existing under the Community Redevelopment Law of the
State of California and with full power and authority to execute this Agreement.
The principal office of Agency is located at 400 Grand Avenue, South San
Francisco, Califomia 94080.
..... (b) "Agreement" means this Owner Participation Agreement between Agency and
Participant.
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(c) "City" means the City of South San Francisco, a municipal corporation. The
principal office of City is located at 400 Grand Avenue, South San Francisco,
California 94080.
(d) "Complete," "Completed," or "Completion" when used in reference to the
completion of the construction of the Improvements means that construction of
the Improvements are completed to the point that City has authorized the
occupancy of such Improvements on a temporary basis.
(e) "Conditions of Approval" means collectively those conditions of approval in
connection with the approval of the Specific Plan and those conditions of
approval in connection with the approval of the Office Parcel Precise Plan,
adopted by City by on ,2000, and which
are attached hereto as Exhibit A and Exhibit B respectively.
(f) "Effective Date" means that date first written above.
(g) "HOP" means Hines Oyster Point, LLC, whose business address is c/o Hines
Interests Limited Partnership ("Hines"), a Delaware limited partnership, 101
California Street, Suite 1000, San Francisco, CA 94111-5894 (Hines is a member
of HOP).
__ (h) "Hotel Parcel" means that portion of the Property as shown on the Site Map, and
further identified in the Specific Plan as "Planning Area lb," which property is
intended for the development of a hotel as more particularly described herein.
Such definition as used herein shall apply to such portion of the Property
regardless of whether the Property is finally subdivided as shown in the Site Map,
or subdivided in some other manner.
(i) "Hotel Parcel Precise Plan" means a precise plan for the Hotel Parcel which may
hereafter be approved by Agency, and as such plan may be amended. ~
(j) "Improvements" means the improvements described and identified in Exhibit C
attached hereto.
(k) "Mitigation and Monitoring Measures" means those mitigation and monitoring
measures listed in the Mitigation and Monitoring Program.
(1) "Mitigation and Monitoring Program" means that mitigation and monitoring
program in the Bay West Cove Supplemental Environmental Impact Report
("SEIR"), as adopted by City by on ,2000, and which is
attached hereto as Exhibit D.
(m) "Office Parcel" means that portion of the Property as shown on the Site Map, and
further identified in the Specific Plan as "Planning Area 1 a," which property is
intended for the development of office buildings as more particularly described
herein. Such definition as used herein shall apply to such portion of the Property
regardless of whether the Property is finally subdivided as shown in the Site Map,
or subdivided in some other manner.
(n) "Participant" means HOP and its successors and assigns as approved or otherwise
permitted pursuant to this Agreement.
(o) "Office Parcel Precise Plan" means the precise plan for the Office Parcel,
identified as PP-00-060, approved by Agency on ,2000, by
, attached hereto as Exhibit E, and as such plan may thereafter
be amended.
(p) "Project" means the design, development and construction of the Improvements
on the Property in accordance with this Agreement.
(q) "Project Area" means the Shearwater Redevelopment Project Area established by
the Redevelopment Plan.
(r) "Property" means the real property described in Exhibit F attached hereto, which
property is further identified as Assessor's Parcel No. 015-010-380 and as
"Planning Area 1" in the Specific Plan. The parcelization or subdivision of the
Property may change after the Effective Date as shown on the Site Map or
otherwise. The term "Property" as used herein shall mean and refer to all portions
__ of the Property, regardless of any future subdivision or parcelization. The Hotel
Parcel and the Office Parcel together comprise the Property.
(s) "Redevelopment Plan" means the Redevelopment Plan for the Shearwater
Redevelopment Project, as such plan now exists or may hereafter be amended.
(t) "Schedule of Development" means the .timing for the Completion of construction
of the Improvements as set forth in Exhibit G attached hereto.
(u) "Specific Plan" means the Specific Plan for the Property consisting of the specific
plan identified as SP-97-027/Mod 1, approved by City on ,2000, by
, and Chapter 20.61 of the Bay West Cove Specific Plan, as
amended, approved by City on ,2000, by , attached
hereto collectively as Exhibit H, and as such plan may thereafter be amended.
(v) "Site Map" means the site map attached hereto as Exhibit I, which site map
reflects certain legal parcels planned by Participant for the Property as of the
Effective Date. The Site Map depicts the Office Parcel and the Hotel Parcel and
is attached for reference purposes only; Participant acknowledges that all
parcelization or subdivision of the Property must be carried out in accordance
with law and nothing contained herein is part of the approval or processing of a
parcelization or subdivision of the Property.
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ARTICLE 2 DEVELOPMENT OF THE PROPERTY
Section 2.1 The Property.
Participant hereby covenants that it is the owner in fee of the Property as of the Effective
Date. The Property is located in the Project Area.
Section 2.2 Scope of Development.
The Project consists of the design, development and construction of the Improvements as
shown and in the manner described in the Specific Plan, the Office Parcel Precise Plan and the
Hotel Parcel Precise Plan. The Improvements shall be consistent and in conformity with the
Specific Plan, the Office Parcel Precise Plan, the Hotel Parcel Precise Plan, and the Construction
Plans.
Generally, and without limiting the preceding paragraph, the Project includes the design,
development and construction of three (3) office buildings comprising up to 600,000 square feet
on the Office Parcel; approximately 20,000 square feet of retail/restaurant space on the Office
Parcel; a full-service hotel with no more than 350 rooms on the Hotel Parcel; a minimum 3,000
square foot restaurant with approximately 100 seats on the Property (if on the Office Parcel, such
use is included in the 20,000 square feet of retail/restaurant); and related on-site parking facilities
in a single parking structure on the Office Parcel and on surface lots on the Office Parcel and
Hotel Parcel. The restaurant may be located in the hotel on the Hotel Parcel or may be a free
standing structure on the Hotel Parcel.
The hotel, if constructed pursuant to this Agreement, shall be designed, developed and
constructed to satisfy all requirements necessary to meet a Four Diamond rating as established by
the Diamond Rating Guidelines published by the American Automobile Association in place as
of the Effective Date (a copy of the current edition is attached hereto as Exhibit J). If an office
building is to be developed on the Hotel Parcel in lieu of the hotel in accordance with the
provisions of this Agreement, then the term "Project" as used herein shall include the design,
development and construction of such office building and related improvements and shall not
include the hotel and related improvements on the Hotel Parcel.
If a childcare facility is to be constructed on the Property pursuant to the terms of this
Agreement, then the term "Project" as used herein shall include the design, development and
construction of such childcare facility and related improvements.
Section 2.3 Precise Plan for Hotel Parcel.
Participant acknowledges and agrees that a precise plan for the Hotel Parcel has not been
approved by Agency, and that Participant or its successors and assigns to the Hotel Parcel will be
required to submit and obtain the approval from Agency of such a precise plan for the
development of the Hotel Parcel, whether Participant or its successors and assigns intend the
development of a hotel or an office building in accordance with the provisions of this
Agreement. Participant shall be required to seek and obtain approval of a precise plan for the
Hotel Parcel prior to commencing the construction of any Improvements on the Hotel Parcel,
which approval shall not be unreasonably withheld or delayed if the precise plan submitted by
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Participant is consistent with the Specific Plan as it pertains to development of the Hotel Parcel.
Participant shall also be required to obtain all permits and approvals which may be required in
connection with the Hotel Parcel Precise Plan. Participant acknowledges and agrees that
additional conditions of approval and/or mitigation and monitoring measures may apply in
connection with the approval of the Hotel Parcel Precise Plan (subject to Section 2.4) and that
Participant shall at all times comply with and implement such conditions and measures in
connection with the development of the Hotel Parcel.
The Hotel Parcel Precise Plan shall, once approved, become and form a part of this
Agreement.
Section 2.4 Permits and Approvals.
Participant, on behalf of itself and its successors and assigns, acknowledges and agrees
that execution of this Agreement by Agency does not constitute approval of any precise plan by
Agency for the Hotel Parcel and does not limit in any manner the discretion of Agency in such
approval process except as provided in Section 2.3. Participant and its successors and assigns
shall be responsible and promptly pay when due all customary and reasonable fees and charges
of'Agency and City in connection with the processing and consideration of the approval of the
Hotel Parcel Precise Plan, and any related approvals and permits, and any subsequent approvals
for the Project or the development of the Property. Participant shall be required to obtain all
permits and approvals and to comply with all conditions of approval and mitigation and
monitoring measures which may apply or be required in connection with any subsequent
approvals for the Project or development on the Property, including but not limited to the Hotel
Parcel Precise Plan; provided that no new mitigation and monitoring measures shall be required
in connection with the approval of the Hotel Parcel Precise Plan so long as such precise plan is
consistent with the Specific Plan and the Bay West Cove SEIR.
Participant, on behalf of itself and its successors and assigns, further acknowledges and
agrees that execution of this Agreement by Agency does not constitute approval of building
permits for the construction of the Improvements on the Property, does not limit in any manner
the discretion of City in such approval process, and does not relieve Participant or its successors
and assigns from the obligation to obtain all necessary permits, including building permits, for
the construction of the Improvements on the Property. Participant and its successors and assigns
shall be responsible and promptly pay when due all customary and reasonable fees and charges
of Agency and City in connection with the processing and consideration of obtaining all permits,
including building permits, for the construction of the Improvements.
Section 2.5 Development if Hotel Not Constructed.
Participant intends that the Hotel Parcel will be developed with a hotel as described in
Section 2.2 and will make commercially reasonable efforts to cause such development.
Participant acknowledges and agrees that a material inducement to Agency to enter into this
Agreement is Participant's intent of causing the development of a hotel on the Hotel Parcel and
its agreement to make commercially reasonable efforts to cause the Completion of such
development. However, Participant or its successors and assigns shall have the right to propose
for approval by Agency the design, development and construction of an office building on the
Hotel Parcel which is consistent with the Specific Plan in lieu of the construction of the hotel on
the Hotel Parcel, which approval shall not be unreasonably withheld or delayed, subject to the
provisions of this Section. If Participant does propose the construction of an office building on
the Hotel Parcel, Agency, acting through its staff, shall consider and act upon such proposal
within sixty (60) days of Participant submitting the information described in the following
paragraph in support Qf its request. Agency shall respond to such proposal in writing. If Agency
approves such proposal, such approval shall be given in writing. If Agency fails to respond in
writing to Participant's proposal within sixty (60) days of Participant's submittal of the proposal
with such supporting information, it shall be deemed approved.
In support of its proposal to construct an office on the Hotel Parcel in lieu of the hotel,
Participant, through its consultant, PKF, shall provide the following information to Agency for
its consideration: (i) a report on the market conditions for hotels from the Effective Date through
the time of Participant's proposal; (ii) a list of the hotel flags which were willing to consider the
market for the development of the hotel since the Effective Date; and (iii) the approximate
number of loans placed for hotel financing in San Francisco County, San Mateo County, and in
and around the San Francisco airport since the Effective Date, if such information is readily
available to Participant. Participant shall also provide the following additional information to
Agency for its consideration: (i) a list of companies which Participant had contacted since the
Effective Date regarding the development of a hotel and a summary of the responses to such
contacts; and (ii) an explanation regarding whether land cost was a factor in not being able to
enter into or finalize a contract for the development of the hotel.
In considering Participant's proposal, Agency may, in the exercise of its reasonable
discretion, consider the following: (i) whether Participant has made commercially reasonable
and good faith efforts to market and sell the Hotel Parcel for development of the hotel by a
qualified hotel developer; (ii) whether the conditions in the market have made the sale of the
Hotel Parcel on a commercially reasonable basis for the development and construction of the
hotel on the Hotel Parcel economically infeasible for Participant; (iii) whether the conditions in
the market have been and are such that the development and construction of the hotel on the
Hotel Parcel is economically infeasible; and (iv) the amount of time which has passed between
the Effective Date and the date of Participant's proposal.
Agency shall have the fight, at its option, to hire a consultant to assist it in evaluating the
above factors and determining whether to approve Participant's proposal to construct an office
building instead of a hotel. Such consultant shall have a regional or national presence with prior
experience in consulting for hotel siting and development. Participant shall reimburse Agency
for its reasonable out-of-pocket costs associated with hiring such consultant upon the receipt of
detailed billings from Agency up to the amount ofTen Thousand Dollars ($10,000.00). To assist
Agency in making its determination, Participant may, in addition to those specific items outlined
above, supply to Agency, or its consultant, copies of any other records, books, agreements,
letters, documents and other written evidence which support Participant's proposal. If Agency
rejects Participant's proposal, Participant shall have the fight at any time to resubmit another
proposal with new and additional documentation and information in support of such proposal.
If Agency approves the development of an office on the Hotel Parcel in lieu of a hotel
pursuant to this Section, Participant or its successors and assigns to the Hotel Parcel shall then be
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required to submit and obtain Agency approval of a precise plan for the Hotel Parcel for such
office development, as specified in Section 2.3.
Section 2.6 Time for Completion of Construction.
Participant plans to Complete the construction of the Improvements on the Office Parcel
and the Hotel Parcel in accordance with the Schedule of Development. Agency acknowledges
and agrees that neither Participant nor it successors or assigns are affirmatively obligated to
construct any Improvements on the Property. However, notwithstanding the preceding sentence,
Participant, on behalf of itself and its successors and assigns, acknowledges and agrees that the
penalties set forth in Section 2.10 shall apply and be paid if the Improvements are not built or if
construction of the Improvements is not Completed within the time periods specified therein.
Section 2.7 Payment of Oyster Point Overpass Fees.
City has established a development fee ("Oyster Point Overpass Fees") by its Resolution
No. 71-84 approved by City on May 23, 1984, and as amended by Resolution No. 102-96
approved by City on June 26, 1996, and Resolution No. 152-96 approved by City on October 9,
1996, attached hereto collectively as Exhibit K. Participant, on behalf of itself and its successors
and assigns, acknowledges and agrees that Oyster Point Overpass Fees are payable with respect
to the development of the Improvements on the Property and that Participant and its successors
and assigns shall pay the Oyster Point Overpass Fees as provided herein. The amount of Oyster
Point Overpass Fees payable by Participant and its successors and assigns for the development of
the Improvements on the Property shall be determined based on the application of the formula in
effect as of the time such Oyster Point Overpass Fees become due and payable. Agency and
Participant agree that the 20,000 square feet of retail/restaurant and the minimum of 3,000 square
foot restaurant referenced in Section 2.2 will be treated as "General Office Building" for
purposes of calculating the Oyster Point Overpass Fees.
The parties acknowledge and agree that Oyster Point Overpass Fees in the amount of One
Million One Hundred Seventy Six Thousand One Hundred Seventy Five Dollars ($1,176,175.00)
(the "Oyster Point Overpass Fee Credit") have previously been paid by prior owners of the
Property with respect to proposed development on the Property. The parties acknowledge and
agree that said amount shall be credited against the Oyster Point Overpass Fees due and payable
by Participant and its successors and assigns with respect to the development of the
Improvements on the Property. The parties acknowledge and agree that additional Oyster Point
Overpass Fees are expected to be required to be paid by Participant for developing and
constructing the Improvements on the Property.
Participant agrees that the cumulative Oyster Point Overpass Fees expected to be due and
payable by Participant and its successors and assigns (not accounting for the Oyster Point
Overpass Fee Credit and assuming full development) in connection with the Improvements on
the Office Parcel total One Million Two Hundred Eighty Four Thousand One Hundred Sixty
Dollars ($1,284,160.00), and that the total Oyster Point Overpass Fees expected to be due and
payable by Participant and its successors and assigns (not accounting for the Oyster Point
Overpass Fee Credit and assuming full development) in connection with the construction of the
Improvements on the Hotel Parcel, if a hotel is constructed on such parcel, total Six Hundred
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....... Seventeen Thousand Four Hundred Dollars ($617,400.00). However, the parties acknowledge
and agree that the foregoing amounts are based on the application of the formula for calculating
the Oyster Point Overpass Fees now in effect as set forth in the Resolutions attached as Exhibit
K, and that such amounts may vary (including being increased) based on the application of the
formula in effect as of the time such fees become due and payable. If an office building is to be
constructed on the Hotel Parcel pursuant to Section 2.5, Participant and its successors and
assigns shall pay the Oyster Point Overpass Fees applicable to such office development at the
time such fees become due and payable, based on the application of the formula in effect as of
the time such fees become due and payable.
The Oyster Point Overpass Fees shall be due and payable by Participant and its
successors and assigns at the time of the issuance of building permits for any Improvements on
the Property. As such fees become due and payable, the Oyster Point Overpass Fee Credit shall
be applied until such credit is extinguished. The Oyster Point Overpass Fee Credit shall be
applied and the Oyster Point Overpass Fees shall be due and payable at the time of the issuance
of building permits for the construction of any Improvements on the Property as to whichever
portions of the Property such permits are being issued. Participant and its successors and assigns
shall pay the Oyster Point Overpass Fees payable in connection with the construction of
Improvements on the Property once the Oyster Point Overpass Fee Credit is extinguished.
Section 2.8 Cost of Construction.
All costs of designing, developing and constructing the Improvements and in complying
with the Conditions of Approval and Mitigation and Monitoring Measures, and any other.
conditions of approval or mitigation and monitoring measures in connection with any subsequent
approvals for development of the Property, including but not limited to the approval of the Hotel
Parcel Precise Plan, shall be borne solely by Participant and shall not be an obligation of Agency
or City.
Section 2.9 Other Approvals.
Participant has prepared, submitted, and obtained approval of the Specific Plan (approved
by City) and the Office Parcel Precise Plan (approved by Agency). Participant hereby covenants
on behalf of itself and its successors and assigns that it shall, prior to issuance of any building
permits, obtain all necessary permits and approvals which may be required by any governmental
agency having jurisdiction over the construction or development of the Improvements on the
Property. Participant or its successors and assigns shall not commence any construction of the
Improvements prior to issuance of building permits.
Section 2.10 Penalties for Failure to Complete Construction of Improvements.
If Participant or its successors and assigns fail to build the Improvements or Complete the
construction of all Improvements on the Office Parcel within five (5) years from the Effective
Date, subject to delays permitted by Section 7.5, or, if a hotel is planned to be constructed on the
Hotel Parcel, Participant or its successors and assigns fail to build the Improvements or
Complete the construction of all Improvements on the Hotel Parcel within five (5) years from the
Effective Date, subject to delays permitted by Section 7.5, then Participant shall, immediately
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and without need for submission of a demand from Agency, be obligated to pay Agency the sum
of Forty Eight Thousand Dollars ($48,000.00) per acre of the Property (for a maximum
aggregate penalty of Nine Hundred Sixty Thousand Dollars ($960,000.00) for the Property),
allocated proportionately to each legal parcel within the Office Parcel and the Hotel Parcel for
which the Improvements on such parcel have not been Completed. If a hotel is Completed on
the Hotel Parcel within three (3) years of the Effective Date, then no penalties shall be payable
with respect to this paragraph.
If an office is planned to be constructed on the Hotel Parcel in lieu of a hotel in
accordance with Section 2.5, then the preceding paragraph shall not be applicable to the Hotel
Parcel; however, in that case, if Participant or its successors and assigns fail build the
Improvements or Complete the construction of all Improvements on the Hotel Parcel within
three (3) years from the date the Hotel Parcel Precise Plan is initially approved for the
development of the office on the Hotel Parcel, subject to delays permitted by Section 7.5, then
Participant shall, immediately and without need for submission of a demand from Agency, be
obligated to pay Agency the sum of Forty Eight Thousand Dollars ($48,000.00) per acre of the
Hotel Parcel, allocated proportionately to each legal parcel within the Hotel Parcel for which the
Improvements on such parcel have not been Completed.
Neither Participant nor it successors or assigns are affirmatively obligated to construct
any Improvements on the Property. Notwithstanding the preceding sentence, Participant, on
behalf of itself and its successors and assigns, acknowledges and agrees that the penalties set
forth in this Section shall apply and be paid if the Improvements are not built or construction of
the Improvements is not Completed within the time periods specified herein. Without limiting
any remedies of Agency as described in Section 7.4 for other defaults or nonperformance by
Participant, Agency agrees that the penalty sums set forth in this Section shall be its sole remedy
against Participant for failure to build the Improvements or to Complete construction of the
Improvements within the times specified in this Agreement.
Section 2.11 Rights of Access.
In addition to those rights of access to and across the Property to which Agency and City
may be entitled by law, members of the staffs of Agency and City shall have the right of access
to the Property, without charge or fee, anytime, to inspect the work being performed on the
Property. City and Agency shall protect, indemnify, defend and hold Participant harmless from
and against any and all claims, damages, liabilities, losses, liens, costs and expenses, including
reasonable attorneys' fees and court costs, resulting from City or Agency's entry on to the
Property, including without limitation, repairing any and all damages to any portion of the
Property arising out of or related to City or Agency's entry on to the Property, except to the
extent any such claim, damage, liability, loss, lien, cost or expense arises out of or relates to the
active negligence, sole negligence or willful misconduct of Participant. The indemnification
agreement in this Section does not apply to standard building inspections of City requested by
Participant.
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Section 2.12 Local, State and Federal Laws.
Participant shall carry out the construction of the Improvements in conformity with all
applicable local, state and federal laws and regulations, including all applicable local, federal and
state occupation, safety and health and labor standards.
ARTICLE 3 CONSTRUCTION OF IMPROVEMENTS
Section 3.1 Construction Pursuant to Plans.
Unless modified by operation of Section 3.3, all works of construction and development
on the Property shall be done in accordance with the Construction Plans, the Specific Plan, the
Office Parcel Precise Plan, the Hotel Parcel Precise Plan, and any other plans or development
approvals issued by Agency or City after the Effective Date with respect to the Project or the
development of the Property.
Section 3.2 Construction Plans.
As used herein "Construction Plans" mean all construction documentation upon which
Participant shall rely in building the Improvements, including but not limited to landscaping,
parking, and common and. public areas, and including final architectural drawings, landscaping,
exterior lighting and signage plans and specifications, a description of materials to be used, final
elevations and building plans and specifications. The Construction Plans shall be based upon the
approved Specific Plan, the Office Parcel Precise Plan, the Hotel Parcel Precise Plan, and any
other plans or development approvals issued by Agency or City after the Effective Date with
respect to the Project or the development of the ProPerty, and shall not materially deviate
therefrom without the express written consent of Agency and City.
Section 3.3 Change in Construction Plans.
If Participant desires to make any material change in the Construction Plans, Participant
or its successors and assigns shall submit the proposed change to Agency and City for their
approval, which approval shall not be unreasonably withheld or delayed. If the Construction
Plans, as modified by any proposed change, conform to the requirements of this Agreement and
any development approvals including the Specific Plan, the Office Parcel Precise Plan, and the
Hotel Parcel Precise Plan, Agency and City shall approve the change by notifying Participant in
writing. Unless said proposed change is rejected by Agency or City in writing within thirty (30)
days, it shall be deemed approved. If rejected within such time period, the previously approved
Construction Plans shall continue to remain in full force and effect.
Any change in the Construction Plans required in order to comply with applicable codes
shall be deemed approved, so long as such changes neither substantially nor materially change
the architecture, design, function, use, or other amenities of the Improvements as shown on the
latest approved Construction Plans.
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Section 3.4 Progress of Construction.
During construction of the Improvements, Participant shall submit to Agency from time
to time, within ten (10) days following Agency's request therefor, but not more frequently than
monthly, a written report of the progress of the construction when and as requested by Agency.
The report shall be in such form and detail as to inform Agency fully of the status of
construction.
Until construction of the Improvements has been Completed, Participant authorizes
Agency to have full access to all building inspection reports and other information at City to
assist Agency in reviewing the actual progress of construction. Participant shall allow Agency to
review construction documents and records maintained by Participant in the ordinary course of
construction as may be reasonably requested by Agency.
Section 3.5 Certificate of Completion for Improvements
Promptly after Completion of construction of the Improvements on any legal parcel in
accordance with the provisions of this Agreement and upon authorization by City of the
occupancy of such Improvements on a temporary basis, Agency will provide an instrument
("Certificate of Completion") so certifying provided that, at the time such certification is issued
(i) the Improvements have been Completed in a timely manner or the penalties described in
Section 2.10 have been paid if not Completed in a timely manner, (ii) all fees, including but not
limited to the Oyster Point Overpass Fees, have been paid as applicable to such Improvements,
and ('iii) all other obligations of Participant required to have been fulfilled by such date have been
fulfilled with respect to that legal parcel and Improvements for which a Certificate of
Completion is being issued. Such Certificate of Completion shall be conclusive determination
that the obligations undertaken herein by Participant, and its successors and assigns, to construct
the Improvements and the dates for the Completion of construction thereof have been met, if
applicable, subject to the obligation of Participant to finalize such construction so as to obtain a
certificate of occupancy for such Improvements from City. If construction has been Completed
on a legal parcel within the time periods specified herein, the Certificate of Completion shall also
state that no penalty is owed for the development of the Improvements on such parcel or, if
construction had not been Completed on a legal parcel within the time periods specified herein
and a penalty has been paid accordingly, the Certificate of Completion shall state that the penalty
has been paid. Such Certificate of Completion shall be in such form as will enable it to be
recorded among the official records of San Mateo County. Such Certificate of Completion and
determination shall not constitute evidence of compliance with or satisfaction of any obligation
of Participant to any holder of a deed of trust securing money loaned to finance the
Improvements or any part thereof and shall not be deemed a notice of completion under the
California Civil Code.
Participant plans the subdivision of the Property as shown on the Site Map, and intends to
further subdivide the Office Parcel in a manner not shown on the Site Map. No reconfiguration
of the parcels as shown on the Site Map or further subdivision of either the Office Parcel or the
Hotel Parcel, or allocation of any amounts due hereunder to a legal parcel, shall affect the total
amounts payable for the Project, including but not limited to the Oyster Point Overpass Fees
under Section 2.7, the Area Wide Traffic Mitigation Fee under Section 3.8, or the potential
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penalties payable under Section 2.10. Once construction is Completed on any legal parcel and a
Certificate of Completion has been recorded, such legal parcel and the owner thereof will not be
subject to any obligations or penalties set forth in this Agreement other than as set forth in
Section 4.3, and except that Participant and its successors and assigns shall comply with the
Conditions of Approval and the Mitigation and Monitoring Measures, and any conditions of
approval and mitigation and monitoring measures required in connection with subsequent
approvals for the Project or the development of the Property, in the operation of any businesses
on the Property, and shall be responsible for taking all necessary steps in connection with the
development of the Improvements to obtain a certificate of occupancy for such Improvements
from City.
Section 3.6 Construction Bonds.
Prior to the commencement of construction of the Improvements, Participant shall deliver
to Agency copies of labor and material bonds or performance bonds, if any, required by
Participant's lender(s), which bonds shall be issued by a reputable insurance company licensed to
do business in California. Said bonds shall name Agency as co-obligee.
Section 3.7 Implementation of Mitigation Measures and Conditions of Approval.
The Conditions of Approval and Mitigation and Monitoring Measures shall govem the
development of the Property and shall be implemented by Participant and its successors and
assigns. In carrying out the construction of the Improvements, it shall be the sole responsibility
of Participant to implement, at its sole cost and expense, the Conditions of Approval and
Mitigation and Monitoring Measures, and any conditions of approval or mitigation and
monitoring measures required by Agency or City in connection with subsequent approvals for
the Project or the development of the Property, including but not limited to the approval of the
Hotel Parcel Precise Plan.
The allocation of responsibility for performance of the Mitigation and Monitoring
Measures (including but not limited to the payment of any costs) among Participant and other
owners of property to which such Mitigation and Monitoring Measures apply shall be allocated
based on the use of and demand caused by such property and the Improvements thereon giving
rise to the need for the development of such Mitigation and Monitoring Measures, and each such
property owner shall be responsible for such performance only to the extent of such allocation.
Notwithstanding the preceding sentence, Participant, on behalf of itself and its successors and
assigns, agrees that if Participant begins to develop its Improvements or any portion thereof prior
to any such other property owners and if the full and complete implementation of a Mitigation
and Monitoring Measure is applicable to or necessary because of such development, Participant
shall be responsible for fully carrying out such Mitigation and Monitoring Measure, including
the payment of any costs.
In the event that a property owner, including Participant, implements or fulfills a
Mitigation and Monitoring Measure for which another property owner is or becomes partially
responsible because of development on such other owner's property, then the implementing
property owner shall be entitled (i) to be reimbursed by such other property owner for its
appropriate share of the costs incurred by the implementing property owner in implementing or
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fulfilling the Mitigation and Monitoring Measure; and (ii) to enforce such right of reimbursement
by an action to recover such appropriate share or by other legal action. The basis for allocation
of the cost of implementing a Mitigation and Monitoring Measure shall be the basis set forth
above in this Section. Agency agrees to include the provisions of this paragraph in any owner
participation agreement entered into with Slough BTC, LLC. However, nothing in the preceding
sentences of this paragraph shall in any way obligate Agency to enforce the reimbursement by a
property owner to Participant or to take any action against a property owner on account of this
paragraph.
Participant acknowledges, on behalf of itself and its successors and assigns, that
additional conditions of approval or mitigation and monitoring measures (including but not
limited to the payment of any costs or off-site improvements) may be required by Agency or City
as part of subsequent project approvals with respect to development of the Property, other than
the approval of the Hotel Parcel Precise Plan which is addressed in Section 2.3, and agrees that
said additional conditions of approval and/or mitigation and monitoring measures shall govern
development of the Property and shall be implemented by the Participant and its successors and
assigns.
Section 3.8 Area Wide Traffic Mitigation Fee.
(a) Participant acknowledges that City is in the process of developing and
considering an ordinance for a development fee addressing area wide traffic mitigation in the
area in which the Property is located. Participant agrees, on behalf of itself and its successors
and assigns, that if such ordinance is adopted Participant will be responsible for the payment of
the development fees which pertain to the development of the Improvements on the Property, as
specified in the ordinance, subject to the following limitations: (i) the development fee payable
with respect to the Improvements on the Hotel Parcel and the first office building to be built on
the Office Parcel shall not exceed an amount equal to the Oyster Point Overpass Fees payable
with respect to such Improvements; (ii) the development fee payable with respect to the second
office building to be constructed on the Office Parcel shall not exceed an amount equal to two
(2) times the Oyster Point Overpass Fees payable with respect to such Improvement; provided,
that if the hotel described in Section 2.2 is Completed on the Hotel Parcel on or before January
31, 2003 (subject to extension as provided in Section 7.5), then the development fee for the
second office building shall not exceed the Oyster Point Overpass Fees payable with respect to
such second office building; and (iii) the development fee payable with respect to the third office
building to be constructed on the Office Parcel shall not exceed an amount equal to two (2) times
the Oyster Point Overpass Fees payable with respect to such Improvement; provided, that if such
third office building is Completed on or before July 31, 2003 (subject to extension as provided in
Section 7.5), then the development fee for such third office building shall not exceed the Oyster
Point Overpass Fees payable with respect to such third office building.
(b) In each case in this Section 3.8 where reference is made to calculating the Oyster
Point Overpass Fee, such fee shall be calculated in accordance with the formula described in
Section 2.7, without consideration or application of the Oyster Point Overpass Fee Credit, which
shall not apply to the fees described in this Section 3.8.
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(c) The development fee described in this Section 3.8 shall be paid with respect to the
Improvements to which it pertains at the times specified in the ordinance, but no earlier than the
date that a building permit is obtained by Participant or its successors and assigns with respect to
the respective Improvements. If the amount of any such development fee cannot be determined
at the time it is first payable (on account of the provisions of paragraph (a) of this Section 3.8),
then the minimum amount of such development fee shall be payable at that time and the balance
of the fee, if it is determined to be payable in accordance with said paragraph (a), shall be
payable at the time of Completion of the Improvements to which it pertains. Participant will
under no circumstances have an obligation to pay any such development fees with respect to
improvements outside the Property.
Section 3.9 Childcare Facility.
The Improvements on the Property shall include a day childcare facility adequate to serve
the needs of at least fifty (50) children, provided that (i) the Regional Water Quality Control
Board ("RWQCB") has given its prior written approval pursuant to Section 3.1.3 of that certain
Covenant and Environmental Restriction between Bay West and RWQCB dated January 26,
1998 ("Restriction") attached hereto as Exhibit L or has waived or otherwise released in writing
Participant and the Property from the portion of the Restriction prohibiting the use of the
Property for schools for persons under 21 years of age; and (ii) there is no litigation or
substantial threat of litigation against Participant or its successors and assigns regarding the
construction of such childcare facility on the Property. Participant shall be responsible for
seeking to obtain the approval, or removal or waiver of that portion of the Restriction concerning
the use of the Property for schools, from the RWQCB, and shall make all reasonable efforts to
obtain such approval, or removal or waiver. Agency shall cooperate with such efforts.
If Participant is unable to obtain the written approval from the RWQCB for the
construction of a childcare facility or the removal or waiver of that portion of the Restriction
concerning the use of the Property for schools for persons under 21 years of age, or if Participant
maintains that there is litigation or a substantial threat of litigation against Participant or its
successors and assigns regarding the construction of such childcare facility on the Property, then
Participant shall notify Agency in writing that it is unable to construct such facility and the
reasons therefor. If Participant maintains that it is unable to construct the facility because there
is litigation or a substantial threat of litigation against Participant regarding the construction of
such facility, Agency shall have the right, within thirty (30) days after receipt of such written
notice, to make the final determination regarding whether there is litigation or a substantial threat
of litigation against Participant regarding the construction of the facility such that Participant
should be excused from constructing the facility on that basis, but Agency shall act reasonably in
making that determination.
If Participant is unable to construct a childcare facility in accordance with the above
provisions of this Section, then Participant shall, prior to issuance of a building permit for the
construction of an office development on the Hotel Parcel, pay a fair share amount for a
childcare facility within City, which amount shall be determined pursuant to the study to be
prepared by City to establish such fee.
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If a childcare facility is constructed pursuant to this Agreement, such facility shall be
constructed in accordance with the Specific Plan and any approved precise plan. The childcare
facility shall also be constructed within the time reflected in the Schedule of Development and
shall at all times comply with the Conditions of Approval and any conditions of approval in
connection with subsequent approvals for the Project or development on the Property. If
construction of a hotel is Completed on the Hotel Parcel and a Certificate of Completion has
been issued, then the childcare facility or fees in lieu thereof required by this Section shall not
apply.
Nothing in this Section shall prevent or prohibit any conditions of approval concerning
the provision of or payment for childcare from being imposed in connection with any approvals
for the Project or the development of the Property given after the Effective Date including but
not limited to any approval of the Hotel Parcel Precise Plan, and Participant and its successors
and assigns shall be responsible for complying with such conditions regardless of what type of
Improvements have been constructed on the Hotel Parcel.
Section 3.10 Off-Site Pump Station.
The parties acknowledge that Section 14.2.7 of the Mitigation and Monitoring Program
will require payment by Participant toward the costs for the improvement of a pump station and
the replacement of a sewer main, as further specified therein. The parties acknowledge that it is
estimated that Participant's share of the costs for such improvements will total One Hundred
Twenty Five Thousand Dollars ($125,000.00); however, such amount is only an estimate and
Participant acknowledges and agrees that the actual amount to be paid by Participant and its
successors and assigns may be more. Further, nothing in this Section shall limit the provisions of
Section 3.7.
Section 3.11 Transportation Demand Management Reporting Requirements.
The parties acknowledge that certain of the Mitigation and Monitoring Measures
including but not necessarily limited to Sections 6.4.2, 6.4.3, 6.4.4, 6.4.5 and 7.2.3 of the
Mitigation and Monitoring Program will require the preparation and submittal of Traffic Demand
Management (TDM) reports. Without limiting anything in connection with the approvals of the
Project including the Mitigation and Monitoring Measures concerning the TDM plan,
Participant, on behalf of itself and its successors and assigns, agrees that the provisions contained
in Exhibit M attached hereto shall govern TDM reporting.
Section 3.12 Program for Reducing Wastewater.
The parties acknowledge that Section 14.2.9 of Mitigation and Monitoring Program
provides that City should develop a program that encourages potential research and development
and technology customers to reduce the volume of wastewater discharged. The parties agree that
such a program would apply to Participant and its successors and assigns only if the use of the
Property, or portion thereof, and the Improvements thereon, causes or creates the impact which
the measure was developed to mitigate.
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Section 3.13 Public Art.
Participant, on behalf of itself and its successors and assigns, agrees that it shall install
and provide artwork on public display on the Office Parcel in the amount of at least Two
Hundred Thousand Dollars ($200,000.00) by the time of the Completion of the second office
building on the Office~,Parcel, as set forth in the Schedule of. Development. The artwork to be
installed and provided,~by Participant pursuant to this Section shall first be approved by Agency,
which approval shall not be unreasonably withheld.
Section 3.14 Equal Opportunil3,.
During the construction of the Improvements on the Property, Participant and its
successors and assigns shall not discriminate on the basis of race} religion, sex, or national origin
in the hiring, firing, promoting or demoting of any person engaged in the construction work and
Participant shall direct its contractors and subcontractors to refrain from discrimination on such
basis.
ARTICLE 4 USE OF THE PROPERTY
Section 4.1 Uses.
Participant covenants and agrees for itself and its successors and its assigns that during
construction of the Improvements and thereafter, Participant, and such successors and assigns,
Shall-use the Property solely for the purposes authorized in the Specific Plan, the Office Parcel
Precise Plan, the Hotel Parcel Precise Plan, and the Redevelopment Plan. Participant is
expressly prohibited from using the Property for any uses prohibited by applicable City zoning
ordinances or regulations, or by the Redevelopment Plan. Participant shall comply with all
Mitigation and Monitoring Measures set forth in the Mitigation and Monitoring Program and the
Conditions of Approval, and any future conditions of approval and mitigation and monitoring
measures adopted after the Effective Date in connection with development approvals for the
Property or the Project, including but not limited to the Hotel Parcel Precise Plan.
Section 4.2 Obligation to Refrain from Discrimination.
Participant shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion,
creed, sex, marital status, ancestry, or national original of any person. Participant herein
covenants by and for itself and its successors and assigns, and all persons claiming under or
through it, and this Agreement is made and accepted upon and subject to the conditions that there
shall be no discrimination against or segregation of any person or of a group of persons on
account of race, color, religion, creed, sex, marital status, ancestry, or national origin in the
leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Property, or any
portion thereof, nor shall Participant or any person claiming under or through it establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or
vendees in the Property. The foregoing provisions shall be binding upon any subcontracting
parties, successors, assigns and other transferees under this Agreement.
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All deeds, leases or contracts for the sale, lease, sublease, or other transfer of the Property
or any portion thereof made or entered into by Participant, its successors or assigns, shall contain
therein the following language:
(a) In Deeds:
"The grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through it, that there shall be no discrimination against or
segregation of any person or group of persons on account of race, color, religion, creed,
sex, marital status, ancestry, or national origin in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the property herein conveyed, nor shall the grantee or
any person claiming under or through it establish or permit any such practice or practices
of discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein
conveyed. The foregoing covenants shall run with the land."
(b) In Leases:
"The lessee herein covenants by and for itself and its successors and assigns, and all
persons claiming under or through it, and this lease is made and accepted upon and
subject to the conditions that there shall be no discrimination against or segregation of
any person or of a group of persons on account of race, color, religion, creed, sex, marital
-. status, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the property herein leased nor shall the lessee or any person
claiming under or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein
leased."
(c) In Contracts:
"The transferee herein covenants by and for itself and its successors and assigns, and all
persons claiming under or through it, and this contract is made and accepted upon and
subject to the conditions that there shall be no discrimination against or segregation of
any person or of a group of persons on account of race, color, religion, creed, sex, marital
status, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the property herein transferred nor shall the transferee or any
person claiming under or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein
transferred. The foregoing provisions shall be binding upon any subcontracting parties,
successors, assigns and other transferees under the contract."
Section 4.3 Effect and Duration of Covenants.
All of the terms, covenants, agreements and conditions set forth in this Agreement shall
cease and terminate as to any portion of the Property comprising a legal parcel upon recordation
of the Certificate of Completion for that parcel, excepting only the provisions of Section 4.1
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(relating to uses), which shall remain in effect for the periods of time specified therein, and
Section 4.2 (relating to nondiscrimination), which shall remain in effect in perpetuity.
Notwithstanding anything set forth in this Section or elsewhere in this Agreement, Participant
agrees that it and its successors and assigns shall comply with the Conditions of Approval and
the Mitigation and Monitoring Measures, and any future conditions of approval or mitigation and
monitoring measures, in the operation of any businesses on the Property; and Participant further
agrees that it shall be responsible for taking all necessary steps in connection with the
development of the Improvements to obtain a certificate of occupancy for such Improvements
from City.
ARTICLE 5 CHANGES IN DEVELOPER
Section 5.1 Identity of Participant.
HOP is a Delaware limited liability company.
Section 5.2 Changes Only Pursuant To This Agreement.
The qualifications, experience, financial capability and expertise of HOP are of particular
concern to Agency. It is because of these qualifications, experience, financial capability and
expertise that Agency has entered into this Agreement. No voluntary or involuntary assignee or
successor in interest to Participant shall acquire any rights or powers under this Agreement,
except as hereinafter provided.
Section 5.3 Transfer by Participant.
Prior to the issuance by Agency of a Certificate of Completion for the Improvements on a
portion of the Property comprising a legal parcel, Participant shall not.voluntarily or
involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease
("Transfer") of the whole or any part of such portion of the Property or the Improvements
thereon, or this Agreement, without the prior written approval of Agency. For purposes of the
preceding sentence, Transfer shall not include the giving of a security interest (including a deed
of trust, mortgage, assignment of leases, or other customary security arrangement) in the
Property to a lender to secure financing or refinancing on the Property or any portion thereof in
connection with the acquisition of the Property or the development, construction and leasing of
the Improvements thereon, the foreclosure of any such security interest (whether by private sale,
judicial foreclosure, deed in lieu of foreclosure or otherwise) or the purchase of any portion of
the Property at a foreclosure sale (so long as any such transferee acquires the Property, or portion
thereof as applicable, subject to the terms and obligations of this Agreement with respect to such
portion of the Property transferred). The foregoing restrictions on Transfer without Agency
approval shall not be deemed to prevent the recordation of security instruments in connection
with the acquisition of the Property or the development, construction and leasing of the
Improvements thereon, or the granting of temporary easements or permits to facilitate the
development, conveyance or dedication of the Property, or any portion thereof. If Participant
proposes a Transfer, the proposed transferee shall have the qualifications and financial resources
necessary and adequate as may be reasonably determined by Agency to fulfill the obligations
undertaken .in this Agreement by Participant with respect to the portion of the Property proposed
19
to be transferred, including the payment of any fees and penalties as may be required hereunder.
There shall be submitted to Agency for review all instruments and other legal documents
proposed to effect any such Transfer and, if approved by Agency, its approval shall be indicated
to Participant in writing.
After recordation of the Certificate of Completion for the Improvements on a portion of
the Property comprising a legal parcel, no restriction or covenant set forth in this Agreement
shall affect or prohibit a Transfer of such portion of the Property or Improvements thereon, or
rights under this Agreement respecting same, except as provided in Section 4.3 and this Article
5, and no Agency approval shall be needed for any such Transfer. The Agency approval
required by this Section shall apply only to a Transfer of the whole or any part of the Property
before the issuance of the Certificate of Completion for such portion of the Property being
transferred and shall not in any way limit Participant's right to market the Property or to enter
into an agreement to Transfer the Property or any portion thereof so long as the Transfer follows
the issuance of the Certificate of Completion for such portion of the Property being transferred or
Agency consents to such Transfer as provided in this Article 5. Notwithstanding anything set
forth in this paragraph, Participant agrees that it and its successors and assigns shall comply with
the Conditions of Approval and the Mitigation and Monitoring Measures, and any conditions of
approval and mitigation and monitoring measures required in connection with subsequent
approvals for the Project or the development of the Property, in the operation of any businesses
on the Property.
Section 5.4 Transferee Subject to All Conditions of Agreement.
Any transferee of the Property or Improvements, or portions thereof, or rights under this
Agreement, pursuant to a Transfer prior to the issuance and recordation of the Certificate of
Completion for that portion of the Property transferred shall be subject to all of the Conditions of
Approval, Mitigation and Monitoring Measures, conditions of approval and mitigation and
monitoring measures required in connection with future approvals for the Project or the
development of the Property, covenants, obligations and restrictions of this Agreement which
pertain to such portion of the Property and Improvements transferred. Any transferee pursuant to
a Transfer, by instrument in writing satisfactory to Agency and in a form recordable among the
official records of San Mateo County, California, for itself and its successors and assigns, shall
expressly assume all of the covenants and obligations of Participant under this Agreement
pertaining to the Property and the Improvements, or portions thereof, which are being transferred
and agree to be subject to all of the conditions and restrictions to which Participant is subject,
and only upon such assumption and agreement shall the transferor no longer have such
covenants, obligations, conditions and restrictions with respect to the property and improvements
being transferred.
Section 5.5 Approved Transfer.
Participant may, without the necessity of approval from Agency, make a Transfer of the
Hotel Parcel, and the rights and obligations under this Agreement with respect to the Hotel
Parcel, to WI Realty Acquisition Corp., a Texas corporation ("WI Realty"), or an Affiliate of WI
Realty, for the purpose of designing, developing and constructing on the Hotel Parcel that
portion of the Improvements consisting of the hotel and related improvements, so long as, and on
20
.. the condition that, WI Realty and Participant enter into an agreement in which, as of the date of
such transfer, Participant assigns and conveys to WI Realty or such Affiliate all of Participant's
rights, titles, interests and obligations under this Agreement with respect to the Hotel Parcel and
WI Realty or such Affiliate assumes the payment and performance of all of the covenants, debts,
duties, liabilities and obligations of Participant under this Agreement with respect to the Hotel
Parcel. Prior to such Transfer, Participant shall provide Agency with a copy of such agreement
for purposes of determining compliance with this Section. For purposes of this Section, Affiliate
shall mean (i) any entity which WI Realty, directly or indirectly, owns or controls, whether
beneficially or as a trustee, guardian or other fiduciary, fifty percent (50%) or more of any stock
or partnership interest with voting rights, or (ii) any entity that controls, is controlled by or is
under common control with WI Realty. As used in this Section, "control" shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of management or
policies, whether through the ownership of voting securities, partnership interest, contract or
otherwise.
Section 5.6 Exception to Prohibition Against Transfer.
Participant may at any time, without limitation, and without the necessity of approval
from Agency, make a Transfer of the Property or Improvements or any part thereof, or rights and
obligations under this Agreement, or portion thereof, to: (i) a subsidiary, affiliate, parent or other
entity which controls, is controlled by or is under common control with Participant, (ii) any
member or partner of Participant or a subsidiary or affiliate of such member or partner, or (iii) a
successor or successors to Participant by merger, consolidation, non-bankruptcy reorganization,
or government action. As used in this Section, "control" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of management or policies, whether
through the ownership of voting securities, partnership interest, contract or otherwise.
ARTICLE 6 SECURITY FINANCING AND RIGHTS OF HOLDERS
Section 6.1 No Encumbrances Except for Development Purposes.
Notwithstanding any other provision of this Agreement, mortgages and deeds of trust, or
any other reasonable method of security (including assignment of leases or ground leases to a
lender as security for a loan) are permitted to be placed upon the Property or the Improvements
before a Certificate of Completion has been issued by Agency and without Agency approval, but
only for the purpose of securing loans or funds (and customary obligations related thereto) which
loans or funds Participant agrees shall be used for the development and construction of the
Improvements and any other expenditures reasonably necessary and appropriate to develop, lease
and operate the Property in accordance with this Agreement. However, the failure of Participant
to observe such restriction shall not affect the validity or enforceability of any such security
instruments or the rights given hereunder to the holders of such security instruments. Participant
shall promptly notify Agency and the City Clerk in writing of any mortgage, deed of trust, sale
and lease-back or other financing, conveyance, encumbrance or lien that has been or will be
created or attached to the Property or the Improvements and the identity and mailing address of
the holder of any such mortgage, deed of trust, sale and lease-back or other financing,
conveyance, encumbrance or lien, and shall notify Agency of any changes thereof. The words
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"mortgage" and "deed of trust" as used herein include all other customary modes of financing
real estate acquisition, construction, and land development.
Section 6.2 Holder Not Obligated to Construct.
Except as 0thgrwise provided in Article 5 and SectiOn 6.3, the holder of any mortgage,
deed of trust or othetVsecurity interest authorized by this Agreement is not obligated to construct
or Complete any of the Improvements or to guarantee such construction or Completion, or to
perform any of the other obligations of Participant. Nothing in this Agreement shall be deemed
to permit or authorize any such holder to devote the Property or any portion thereof to any uses,
or to construct any improvements thereon, other than those uses or Improvements provided for or
authorized by this Agreement.
Section 6.3 Notice of Default and Right to Cure.
Whenever Agency pursuant to its rights set forth in this Agreement delivers any notice or
demand (including a notice of default) required under this Agreement to Participant with respect
to the commencement, Completion, or cessation of the construction of the Improvements or
other obligations of Participant hereunder, Agency shall at the same time deliver to each holder
(of which Agency and the City Clerk have been notified in accordance with Section 6.1) of any
mortgage, deed of trust or other security interest authorized by this Agreement a copy of such
notice or demand. Each such holder shall (insofar as the rights of Agency are concemed) have
the right, but not the obligation, at its option, within ninety (90) days after service of the notice,
to elect to cure any default by Participant in connection with the Completion of construction of
the Improvements under this Agreement and to add the cost thereof to the security interest debt
and the lien on its security interest. A holder who chooses to exercise its right to cure a default
shall first notify Agency in writing of its intent to exercise such right prior to commencing to
cure such default and thereafter shall complete such cure within a reasonable time. If such cure
is completed Agency shall not terminate this Agreement on account of such default by
Participant, notwithstanding Section 7.4. Nothing contained in this Agreement shall be deemed
to permit or authorize such holder to undertake or continue the construction or Completion of the
Improvements (beyond the extent necessary to conserve or protect such Improvements or
construction already made) without first having expressly assumed in writing Participant's
obligations to Agency relating to such ImprOvements and Property, or portion thereof, under this
Agreement. In connection with such assumption, the holder must agree to Complete, in the
manner provided in this Agreement, the Improvements and submit evidence reasonably
satisfactory to Agency that it has the developmental capability on staff or retainer and the
financial responsibility necessary to perform such obligations. Any such holder which properly
Completes such Improvements pursuant to this paragraph and has assumed all rights and
obligations of Participant under this Agreement with respect to the portion of the Property
covered by the holder's lien (and/or that portion of the Property acquired by such holder pursuant
to foreclosure of such lien, deed in lieu of foreclosure or other means) shall be entitled, upon
written request made to Agency, to a Certificate of Completion from Agency for such
Improvements.
In the event that a holder has assumed Participant's obligations hereunder, such holder
shall be liable for the fulfillment of such obligations until such time as such holder transfers the
22
Property, or portion thereof, to another person or entity, but only if such transferee assumes all of
the obligations under this Agreement with respect to that portion of the Property being
transferred. After a holder has acquired the fee interest in the Property, or any portion thereof,
any transfer and/or assignment by a holder of the Property, or portion thereof as applicable, or
Improvements, or this Agreement, shall require Agency approval, which approval shall not be
unreasonably withheld if the proposed transferee has the qualifications and financial resources
necessary and adequate as may be reasonably determined by Agency to fulfill the obligations
undertaken in this Agreement by Participant with respect to the portion of the Property proposed
to be transferred, including the payment of any fees and penalties as may be required hereunder.
Section 6.4 Failure of Holder to Conlplete Improvements.
In any case where, six (6) months after default by Participant in connection with the
Completion of construction of the Improvements under this Agreement (or such longer period of
time as shall be reasonably necessary for such holder to obtain possession of that portion of the
Property subject to its lien, not to exceed one (1) year), the holder of record of any mortgage,
deed of trust or other security interest creating a lien or encumbrance upon the Property or the
Improvements, having first exercised its option to construct, has not proceeded diligently with
construction, Agency shall be afforded those rights against such holder which it would otherwise
have against Participant under this Agreement.
Section 6.5 Holder to be Notified.
Participant, for itself, its successors and assigns hereby warrants and agrees that each
term contained herein dealing with security financing and rights of holders shall be either
inserted into the relevant deed of trust or mortgage or be acknowledged by the holder prior to or
at the same time of its coming into any security right or interest in the Property or the
Improvements.
Section 6.6 Modifications to Agreement.
Agency shall not unreasonably withhold its consent to modifications of this Agreement
requested by Participant's lender or lenders provided such modifications do not materially alter
Agency's substantive rights and obligations under this Agreement.
Section 6.7 Holder Not Liable For Penalties.
Under no circumstances shall a holder of any mortgage, deed of trust or other security
interest in the Property be obligated for the payment of penalty fees described in Section 2.10.
However, Participant acknowledges and agrees on behalf of itself and its successors and assigns
that Participant and its successors and assigns (other than such holder) shall remain liable to
Agency for the payment of the penalty fees set forth in Section 2.10 notwithstanding any holder
acquiring the Property or any portion thereof or interest therein for which such fees may be
applicable pursuant to foreclosure of a lien, deed in lieu of foreclosure or other means.
Participant further agrees that at the earlier time of (i) three (3) months after the Effective
Date or (ii) the issuance of the first building permit for the construction of any Improvements on
the Property, HOP will deliver to Agency a corporate guarantee by Hines, a member of HOP,
23
which guarantee shall be in a form acceptable to Agency after review by the City Attorney. The
amount of such guarantee shall initially be for Nine Hundred Sixty Thousand Dollars
($960,000.00), with such mount reduced by the potential penalty amounts described in Section
2.10 as Certificates of Completion are issued for each legal parcel.
ARTICLE 7 DEFAULTS, REMEDIES AND TERMINATION
Section 7.1 Defaults - General.
Failure or delay by either party to perform any term or provision of this Agreement
constitutes a default under this Agreement. The party who so fails or delays must commence to
cure or cure such failure or delay as more specifically provided in Section 7.4, and shall
complete such cure with reasonable diligence and during 'any period of curing shall not be in
default.
The non-defaulting party shall give written notice of default to the party in default,
specifying the default complained of by the injured party. Failure or delay in giving such notice
shall not constitute a waiver of any default, nor shall it change the time of default.
No default by Participant, or any of its successors or assigns hereunder, in the
performance of obligations relating to a legal parcel within the Property shall affect the rights or
entitlements of any owner of another legal parcel within the Property with respect to such other
parcel.
Section 7.2 Rights and Remedies are Cumulative.
Except as otherwise expressly stated in this Agreement, the rights and remedies of the
parties are cumulative, and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same time or different times, of any other rights or
remedies for the same default or any other default by the other party.
Section 7.3 Inaction Not a Waiver of Default.
Except as expressly provided in this Agreement to the contrary, any failures or delays by
either party in asserting any of its rights and remedies as to any default shall not operate as a
waiver of any default or of any such rights or remedies, or deprive such party of its rights to
institute and maintain any actions or proceedings which it may deem necessary to protect, assert
or enforce any such rights or remedies.
Any failure by Agency to enforce any of its remedies hereunder in any particular instance
shall not constitute a waiver by Agency of its right to subsequently enforce its rights in the event
of a subsequent default.
Section 7.4 Remedies.
If a party defaults with regard to the performance of any of the obligations under this
Agreement, the non-defaulting party shall serve written notice of such default upon the
defaulting party. For monetary defaults, if the default is not cured within forty-five (45) days
24
after service of the notice of default, or for non-monetary defaults, if the default is not
commenced to be cured within forty-five (45) days after service of the notice of default and is
not cured promptly in a continuous and diligent manner within a reasonable period of time after
commencement of the cure, then (i) the non-defau~'ng party may terminate this Agreement by
notice to the other party; and/or (ii) the non-defanlting party, at its option, may commence an
action for specific p..~formance of the terms of this Agreement pertaining to such default. In
addition, the parties agree that for defaults by Participant concerning any financial obligations
under this Agreement, including but not limited to the payment of the fees and penalties set forth
in Sections 2.7, 2.10 and 3.8 and the payment of prevailing wages as referenced in Section 9.10,
Agency shall be afforded all rights at law and in equity including but not limited to damages.
The parties further agree that for defaults by Participant not concerning financial obligations
under this Agreement, and notwithstanding the general remedies outlined above, Agency's
remedies for such defaults shall be limited to termination of this Agreement. Without limiting
any remedies of Agency as described in this Section for other defaults or nonperformance as
described above, Agency agrees that the penalty sums set forth in Section 2.10 shall be its sole
remedy against Participant for failure to build the Improvements or Complete construction of the
Improvements within the times specified in this Agreement.
If Agency elects to terminate this Agreement based on any default by Participant, Agency
shall be released from any and all further obligations to Participant under the terms of this
Agreement and this Agreement shall not operate to prevent or preclude Agency from carrying
out the Redevelopment Plan including the exercise by Agency of any rights of eminent domain
as may be applicable and permitted by law.
Exercise of the remedies described herein shall affect and be enforceable against only the
portion of the Property or owner of such property claimed to be in default. Participant
acknowledges and agrees that nothing Contained in this Section or elsewhere in this Agreement
shall impair or limit any rights or remedies City may have against Participant for any default or
nonperformance, or other action or inaction, by Participant.
Section 7.5 Excuse for Nonperformance.
Participant and Agency shall be excused from performing any of their obligations and
undertakings provided in this Agreement, except any obligation to pay any sums of money under
the applicable provisions hereof, in the event and so long as the performance of any such
obligation is prevented or delayed, retarded or hindered by act of God, fire, earthquake, floods,
explosion, actions of the elements, war, invasion, insurrection, riot, mob violence, sabotage,
inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the
open market, failure of transportation, strikes, lockouts, action of labor unions, condemnation,
requisition, laws, orders of goVernmental or civil or military or naval authorities, or any other
cause, whether similar or dissimilar to the foregoing, not within the control of the party claiming
the extension of time to perform. The party claiming such extension shall send written notice of
the claimed extension to the other party within thirty (30) days from the commencement of the
cause entitling the party to the extension.
25
ARTICLE 8 INDEMNITY
Section 8.1 Hold Harmless.
Participant and its successors and assigns shall defend and hold harmless Agency, City,
and their elective and appointive boards, commissions, officers, agents and employees from and
against any or all loss, liability, expense, claim, costs, suits or actions at law or in equity, and
damages of every kind, nature and description (including but not limited to attorneys' fees and
court costs; with counsel reasonably acceptable to Agency and City) directly or indirectly arising
from, or alleged to arise from, Participant's performance of its fights and obligations under this
Agreement or the fights granted to Participant under this Agreement, whether or not any
insurance policies shall have been determined to be applicable to any such damages, claims,
costs or expenses.
It is further agreed that Agency and City do not, and shall not, waive any fights against
Participant which they may have by reason of this hold harmless agreement because of the
acceptance by Agency, or the deposit with Agency by Participant, of any of the insurance
policies described in this Agreement.
ARTICLE 9 GENERAL PROVISIONS
Section 9.1 Notices, Demands and Communications Between the Parties.
Any written notice, demand, communication or payment of one party to the other shall be
served by personal delivery, nationally recognized overnight courier or by registered or certified
mail, postage prepaid, return receipt requested, addressed to the parties as follows:
Agency: CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY
400 Grand Avenue
South San Francisco, CA 94080
ATTN: Michael A. Wilson, Executive Director ~
cc: Meyers, Nave, Riback, Silver & Wilson
777 Davis Street, Suite 300
San Leandro, CA 94577
ATTN: Steven T. Mattas, Agency's Counsel
Participant:HINES OYSTER POINT, LLC
c/o Hines
101 California Street, Suite 1000
San Francisco, CA 94111-5894
ATTN: Lisa L. Burke
cc: Paul, Hastings, Janofsky & Walker LLP
345 California Street, 29th Floor
San Francisco, CA 94101-2635
ATTN: Charles V. Thornton, Participant's Counsel
26
All notices, demands, communication or payments shall be deemed received on the date
which is three (3) business days after the date of deposit into the U.S. mail if sent by registered
or certified mail, when delivered if delivered personally, or one (1) business day after the date of
delivery to a nationally recognized ovemight courier for overnight delivery if sent by overnight
courier. All notices, demands, communications or payments shall be sent to the addresses above
or to such other addresses as the affected party may from time to time designate. The failure of
either party to send a notice, demand, communication or payment to the "cc's" listed above shall
not invalidate any such notice, demand, communication or payment sent by such party.
Section 9.2 Conflicts of Interest.
No member, official or employee of Agency shall have any direct or indirect interest in
this Agreement, nor participate in any decision relating to the Agreement which is prohibited by
law.
Section 9.3 Warranty Against Payment of Consideration for Agreement.
Participant warrants that it has not paid or given, and will not pay or give, to any third
person, any money or other consideration for obtaining this Agreement, other than normal costs
of conducting business and costs of professional services such as architects, engineers and
attorneys.
..... Section 9.4 Nonliability of Agency and City Officials.
No member, official or employee of Agency or City shall personally be liable to'
Participant, or any assignee or successor of Participant, in the event of any default or breach by
Agency or for any amount which may become due to Participant on any obligation under the
terms of this Agreement.
Section 9.5 Litigation.
In the event of any legal proceeding arising out of any controversy, claim or dispute
between the parties related to this Agreement or the improvement and development of the
Property, the prevailing party shall be entitled to recover from the non-prevailing party all of its
reasonable costs and expenses incurred in the legal proceedings, including but not limited to
attorneys' fees and court costs.
Section 9.6 Severability.
If any term, provision, covenant or condition of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall
continue in full force and effect unless the rights and obligations of the parties have been
materially altered or abridged by such invalidation, voiding or unenforceability.
Section 9.7 Counterparts; Entire Agreement, Waivers and Amendments.
This Agreement may be executed in duplicate originals, each of which is deemed to be an
original. This Agreement, together with attached Exhibits A to N, constitutes the entire
27
understanding and agreement of the parties respecting the subject matter hereof. This Agreement
integrates all of the terms and conditions mentioned herein or'incidental hereto, and supersedes
all negotiations or previous agreements between the parties with respect to all or any part of the
subject matter hereof. This Agreement supersedes and replaces all provisions of the Bay West
Agreement and Amendment No. 1 to the Bay West Agreement with respect to the Property. Any
waiver or modification of any provision of this Agreement must be in writing and signed by the
party to be charged.
Section 9.8 Applicable Law.
The laws of the State of California shall govern the interpretation and enforcement of this
Agreement. Any action to enforce or interpret this Agreement must be filed in the Superior
Court of the County of San Mateo, State of California.
Section 9.9 Liability Insurance.
(a) Participant and its successors and assigns shall maintain in force during the
construction of the Improvements and through the issuance of the Certificate of
Completion public liability and property damage insurance, including personal
injury, contractual, and owned and non-owned automobiles, with such coverage
and limits as may be reasonably requested by Agency and City from time to time,
but in no event for less than the sum of Three Million Dollars ($3,000,000.00)
combined single limit.
(b) Public liability insurance policy or policies shall name Agency and City as
additional insureds, and any policy or policies shall contain crossrliability
endorsements. An endorsement shall be provided which states the coverage is
primary insurance and that no other insurance held by Agency or City will be
called upon to contribute to a loss under this coverage.
(c) A certificate evidencing such insurance coverage or coverages shall be filed with
Agency and City prior to commencement of construction (or any work related
thereto) on the Property, but in no event later than thirty (30) days after the
Effective Date, and said certificate shall provide that such insurance coverage will
not be canceled or reduced without at least thirty (30) days' prior written notice to
Agency and City.
(d) If such coverage is canceled or reduced, Participant and its successors and assigns
shall, within fifteen (15) days after receipt of written notice from Agency or City
of such cancellation or reduction in coverage, but in no event later than the
effective date of cancellation or reduction, file with Agency and City a certificate
showing that the required insurance has been reinstated or provided through
another insurance company or companies. Upon failure to so file such certificate,
Agency or City may, without further notice and at its option, procure such
insurance coverage at Participant's expense, and Participant shall promptly
reimburse Agency or City, as the case may be, for such expense upon receipt of
billing from Agency or City.
28
Section 9.10 Prevailing Wage Requirements.
Participant and its successors and assigns shall comply with Agency's prevailing wage
policy adopted by Resolution No. 15-97 adopted on November 12, 1997, attached hereto as
Exhibit N, regarding the payment of prevailing wages in the development and construction of the
Improvements on the Property.
Section 9.11 Exhibits.
The following Exhibits attached hereto are incorporated herein by this reference.
A Conditions of Approval for Specific Plan
B Conditions of Approval for Office Parcel Precise Plan
C Improvements
D Mitigation and Monitoring Program
E Office Parcel Precise Plan
F Property Description
G Schedule of Development
Specific Plan for the Property
I Site Map
J AAA Diamond Ratings Guidelines
K Oyster Point Overpass Fees Resolutions
L Covenant and Environmental Restriction
M Transportation Demand Management Reporting Requirements
N Prevailing Wage Policy
29
Section 9.12 Recordation.
Agency is authorized to record this Agreement and any amendments thereto in the
official records of San Mateo County, California.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
day and year first ab6)Ce written.
CITY OF SOUTH SAN FRANCISCO
REDEVELOPMENT AGENCY
(Agency)
Chairperson
ATTEST:
Secretary
APPROVED AS TO FORM:
Agency Counsel
HINES OYSTER POINT, LLC
(Participant)
By: Hines Interests Limited Partnership
Its: Member
By:
Its:
APPROVED AS TO FORM:
,___. Participant Counsel
F:\WPD~vlnrsw\405\099\fmalhinesopaclean..doc
30
Exhibit A
CONDITIONS OF APPROVAL FOR SPECIFIC PLAN
Exhibit B
CONDITIONS OF APPROVAL FOR OFFICE PARCEL PRECISE PLAN
Exhibit C
IMPROVEMENTS
Participant shall, at its own cost and expense, provide or cause to be provided on the
Property the improvements as shown and in the manner described in the Specific Plan, the Office
Parcel Precise Plan, and the Hotel Parcel Precise Plan, which improvements shall constitute the
Improvements as defined herein. The Improvements shall be consistent and in conformity with
the Specific Plan, the Office Parcel Precise Plan, the Hotel Parcel Precise Plan, and the
Construction Plans.
Generally, and without limiting the preceding paragraph, the Improvements include three
(3) office buildings comprising up to 600,000 square feet on the Office Parcel; approximately
20,000 square feet of retail/restaurant space on the Office Parcel; a full-service hotel with no
more than 350 rooms on the Hotel Parcel; a minimum 3,000 square foot restaurant with
approximately 100 seats on the Property (if on the Office Parcel, such use is included in the
20,000 square feet of retail/restaurant); and related on-site parking facilities in a single parking
structure on the Office Parcel and on surface lots on the Office Parcel and Hotel Parcel. The
restaurant may be located in the hotel on the Hotel Parcel or may be a free standing structure on
the Hotel Parcel.
The hotel, if constructed, shall be designed, developed and constructed to satisfy all
...... requirements necessary to meet a Four Diamond rating as established by the most recent
Diamond Rating Guidelines published by the American Automobile Association in place as of
the Effective Date (a copy of the current edition is attached hereto as Exhibit J). If, in
accordance with the provisions of this Agreement, an office building is to be constructed on the
Hotel Parcel in lieu of the hotel, then the term "Improvements" as used herein shall include such
office building and related improvements and shall not include the hotel and related
improvements on the Hotel Parcel.
If a childcare facility is to be constructed on the Property pursuant to the terms of this
Agreement, then the term "Improvements" as used herein shall also include such childcare
facility and related improvements.
Exhibit D
MITIGATION AND MONITORING PROGRAM
Exhibit E
OFFICE PARCEL PRECISE PLAN
Exhibit F
PROPERTY DESCRIPTION
All of that real property in the City of South San Francisco, County of San Mateo, State of
California, more particularly described as follows:
Parcel One, as shown on that certain map entitled "Parcel Map No. 97-027," filed
for record in the office of the San Mateo County Recorder on January 22, 1998, in
Book 70 of Parcel Maps, Pages 33-40, Official Records.
Exhibit G
SCHEDULE OF DEVEI,OPMENT
Office Parcel
The following is Participant's anticipated time for Completion of the Improvements on
the Office Parcel:
1. Construction of the first office building on the Office Parcel shall be Completed
by January, 2003.
2. Construction of the second office building on the Office Parcel shall be
Completed by July, 2003.
3. Construction of the third office building on the Office Parcel shall be Completed
by January, 2004.
Participant, on behalf of itself and its successors and assigns, agrees that, for purposes of
the potential payment of penalties as described in Section 2.10, construction of all Improvements
on the Office Parcel shall be Completed no later than five (5) years after the Effective Date,
subject to delays permitted by Section 7.5. If a childcare facility is to be constructed on the
Office Parcel, it shall be Completed within the time period in which all other Improvements on
the Office Parcel must be Completed. The penalties described in Section 2.10 shall be payable
only if the five (5) year deadline (subject to delays permitted by Section 7.5) stated in this
paragraph is not met.
Hotel Parcel
Participant, on behalf of itself and its successors and assigns, agrees that, for purposes of
the potential payment of penalties as described in Section 2.10, and if a hotel is planned to be
constructed on the Hotel Parcel, construction of all Improvements on the Hotel Parcel shall be
Completed no later than five (5) years after the Effective Date, subject to delays permitted by
Section 7.5. If an office is planned to be constructed on the Hotel Parcel in lieu ora hotel
pursuant to Section 2.5, then the preceding sentence shall not be applicable to the Hotel Parcel;
however, in that case, Participant, on behalf of itself and its successors and assigns, agrees that,
for purposes of the potential payment of penalties as described in Section 2.10, construction of
all Improvements on the Hotel Parcel shall be Completed no later than three (3) years after the
date on which the Hotel Parcel Precise Plan is initially approved for the development of the
office on the Hotel Parcel, subject to delays permitted by Section 7.5. Ifa childcare facility is to
be constructed on the Hotel Parcel, it shall be Completed within the time period in which all
other Improvements on the Hotel Parcel must be Completed. Thc penalties described in Section
2.10 shall be payable only if the applicable deadline as stated in this paragraph is not met.
Exhibit H
SPECIFIC PLAN FOR THE PROPERTY
Exhibit I
SITE MAP
. Nov-~ '00 '~l:36pm From-PAUL,HASTINGS JANOFSK¥ & WALKER
I'~,,
....
Exhibit J
AAA DIAMOND RATINGS GUIDELINES
AAA wishes to acknowledge and thank the following hospitality representatives for their
participation in the Lodging Diamond Rating Guidelines revisions:
American Hotel & Motel Association (AH&MA) - Thierry Roch
AH&MA Condo/Vacation Ownership Committee - Jack Rush
AH&MA Advisory Committee
AH&MA Lodging Industry Rating Advisory Committee
AH&MA Economy Lodging Council - Ravi C. Patel
Automobile Club of Southern California - Clarence Garlough
Budget Host International - Bill Long
Budgetel Inns, Inc. - Dale Nichols and Mike Calleja
California State Automobile Association - Jack Kahle
Canadian Automobile Association - Isabelle Valli~res
Canadian Hotel & Motel Association - Tony Pollard
Choice Hotels International - Ralph G. Green and Nancy Landino
Disncy's Grand Floridian Beach Resort - John Hallowell
Fiesta Americana Coral Beach Cancun - Henry Walther
Four Seasons' ~ Regent Hotels & Resorts - John L. Sharpe
Cendant Corporation - Bill Keeble
Holiday Hospitality - Larry Doyle
Hyatt Hotels - ]ack Hardy
La Quinta Inns, Inc. - Gerald Rodriguez
Loews L'Enfant Plaza Hotel - Skip Hartman
Marriott International, Inc. - Rande M. ]enus
Motel 6, L.E - Jerry Marshall
Motels Ontario - Bruce M. Gravel
Professional Association of Innkeepers International (PAID - ]oAnn Bell
The Breakers Palm Beach - Paul N. Leone
The Broadmoor - Stephen Bartolin, Jr.
The Greenbrier - Ted Kleisner
The Fearrington House Inn - Richard Delaney
The Ritz-Carlton Hotel Co. - Edward V. Staros
The Sutton Place Grande Hotels Group - Charles T. Woo
U.S. Franchise Systems - Bruce Field
Westin Hotels & Resorts - Hud Hinton
Information in this publication is based on current standards
prevalent in the lodging industry at the time of publication.
Copyright AAA February 1998. All rights reserved.
Revised January 1998
These requirements and guidelines are effective January 1, 1998, and apply to all
properties inspected after that date.
LoaCging Listing Requirements & Diamonaf Rating Guicfefines
TABLE OF CONTENTS
Introduction ..............................
Section One ~ Industry Evaluations
Applying for AAA Approval ...................... 2
The Listing ............................... 2
Property Classifications ................ ~. ..... 2
Subclassifications ...................... 3
Accessibility ............................. 4
Section Two -- The Evaluation Process ................... 4
Frequency of Inspections ........................ 5
Listing Requirements ......................... 5
Member Complaint Procedures ..................... 8
Accommodation Disapproval Policy ........... ' ........ 8
Green Program ............................. 9
The Appeals Process .......................... 10
Section Three -- Rating Criteria ..................... 11
Marketing Opportunities inside/outside back cover
AAA Industry Evaluations Mission Statement
"We will enhance the value of AAA membership
by providing clubs unique travel information,
of superior quality, that meets the needs of our members
at the lowest possible cost."
Currently listed: No action is necessary. Our field inspector will automatically conduct
another evaluation of your property before the next publication deadline.
New Listing: If your property meets all Listing Requirements as outlined in this booklet,
complete the Application for Inspection, have it notarized and return to AAA. If our research
indicates past disqualifying items, you may be asked to provide written documentation of
the corrective action taken.
If an Application for Inspection clearly contains false information (determined at the time of inspection),
the property will be disqualified and not inspected for at least one year. By applying for inspection you
agree to allow AAA, at our sole discretion, to publish the diamond rating that is assigned in our
travel publications.
It is not the intention of AAA to list every property that meets minimum listing requirements.
Rather, our goal is to ensure our members' travel needs are well repre6ented.
A[Areserves the right to list only those properties that best meet the needs of AAA members.
iillThe decision to list a property and the diamond rating assigned rests exdusivel!t with AAA. Basic listings
are provided without charge to approved properties.
"odgings are classified according to the physical design and services offered. Classifications helP AAA
members select the appropriate structure and style of operation. This also ensures that each property is
· ~ compared to similar types of operations. Each classification has a level of service expectations: full, mod-
erate or limited (listed in parenthesis). Classification and subclassification is based on 51% of rooTM type.
Classifications assigned by AAA include:
Apartment (limited service) ~ Establishments that primarily offer transient guest accom-
modations with one or more bedrooms, a living room, a full kitchen and an eating area.
Studio-type apartments may combine the sleeping and living areas into one room.
Bed and Breakfast (limited service) ~ Usually smaller establishments emphasizing a
more personal relationship between operators and guests lending to an "at home" feeling.
Guest units tend to be individually decorated. Rooms may not include some modern ameni-
ties such as televisions and telephones, and may have a shared bathroom. Usually owner-
operated, with a common room or parlor, separate from the innkeeper's living quarters,
where guests and operators can interact during evening and breakfast hours. Evening office
closures are normal. A continental or full, hot breakfast is served and is included in the
room rate.
Complex (service varies depending on type of lodgings) --A combination of two or more
types of lodging classifications.
Condominium (limited service) ~ Establishments that primarily offer guest accommoda-
[i~_~~-~ tions that are privately owned by individuals and available for rent. These can include
l~l~S-~l~~l~r[~ apartment-style units or homes. A variety of room styles and decor treatments as well as
limited housekeeping service is typical. May have off-site registration.
Cottage (limited service) m Establishments that primarily provide individual housing units
that may 9fief one or more separate sleeping rooms, a living room and cooking facilities.
USually incorporate rustic decor treatments and:are geared to vacationers.
Country Inn (moderate service) ~ Although similar in definition to a bed and breakfast,
country inns are usually larger in size, provide more spacious public areas and offer a dining
facility that serves at least breakfast and dinnen May be located in a rural setting or
downtown area.
Hotel (full service) ~ Usually high-rise establishments, offering a full range of on-premise
food and beverage service, cocktail lounge, entertainment, conference facilities, business ser-
vices, shops and recreational activities. Wide range of services provided by uniformed staff on
duty 24 hours. Parking arrangements vary.
Lodge (moderate service) ~ Typically two or more stories with all facilities in one
building, rustic decor. Located in vacation, ski, fishing areas, etc. Usually has food and
beverage service.
1Motel (limited service) ~ Low-rise or multistory establishment offering limited public and
recreational facilities.
Motor Inn (moderate service) ~ Single or multistory establishment offering on-premise food
and beverage service. Meeting and banquet facilities and some recreational activities. Usually
complimentary on-site parking.
R~eh (moderate service) ~ Often offers rustic decor treatments and food and beverage facili-
ties. Entertainment and recreational activities are geared to a Western-style adventure vaca-
tion. May provide some meeting facilities.
Resort (full service) ~ Geared to vacation travelers. It is a destination offering varied
food and beverage outlets, specialty shops, meeting or conference facilities, entertainment,
and extensive recreational facilities for special interests such as golf, tennis, skiing, fishing and
water sports. Assorted social and recreational programs are typically offered in season and a
variety of 15ackage plans are usually available including meal plans incorporated into the
rates. Larger resorts may offer a variety of guest accommodations.
The following are subclassifications that may appear along with the classifications listed above to provide
a more specific description of the lodging:
Suil~ ~ One or more bedrooms and a living room/sitting area, which is closed offby a full
wall. Note: May not have a partition bedroom door.
Extended Stay m Properties catering to longer-term guest stays. Will have kitchens or
efficiencies. May have a separate living room area, evening office closure and limited house-
- keeping services.
Hi~to~i¢ ~ Accommodations in restored structures built prior to 19 2 0, reflecting the
L ambiance of yesteryear and the surrounding area. Antique furnishings complement the
overall decor of the property. Rooms may lack some modern amenities and have shared
bathrooms.
ccessibility is an important issue for travelers with disabilities. There are currently 50
[ million Americans with disabilities, and it is predicted that 20% of Americans will have
· disabilities by the year 2000. Because of barriers to accessibility, 80% of disabled
Americans do not travel. In 1997, AAA developed a two-tiered standard to meet members'
varying degrees of need and to provide some flexibility for properties. These standards are
reflected beginning with the 1998 TourBook® publications and will result in significantly
improved information to disabled travelers.
I~evel One m Fully Accessible & includes all criteria to meet the needs of those who are significantly
disabled and primarily confined to a wheelchair.
l,evel Two m Semi'Accessible [~ includes only some of the criteria to meet the needs of those who are
disabled but have some mobility and are not confined to a wheelchair. This would include people using a
cane or a walker, or a disabled traveler with good mobility but limited arm or hand range of motion.
Accessibility is not a requirement for listing and will not affect your rating. However, we strongly encour-
age you to be aware of special accessibility needs so that all travelers have adequate lodging choices.
AA_Ks accessibility requirements ensure that guests can park their vehicles, checkqn, use at least one
food and beverage outlet and have full access to the guest room. The criteria are consistent with the
Americans With Disabilities Act of 1990 (ADA), but do not encompass the full scope of the ADA archi-
tectural guidelines. The field inspector will check for accessibility during the evaluation of your property.
AAA Accessibility Criteria for Travelers With Disabilities lists all the criteria required by AAA and is avail-
able through the field inspector or can be ordered by calling Industry Evaluations.
~he lodging evaluation will cover eight areas:
., ~e Exterior and grounds .~ Bathrooms
.~,~Public areas .~ Housekeeping
~ Room decor and ambiance .~ Management
.:. Guest room amenities .:. Guest services
Upon arrival at your property, the inspector will contact the owner, general manager or manager's repre-
sentative for a brief interview. The purpose is to collect factual data about your property and to discuss
changes that you have made or are planning in the near future.
Following the interview, the inspector will conduct a physical evaluation of your entire property includ-
ing the grounds, landscaping, building and other exterior elements. In addition, a random cross-section
of guest units will be evaluated for the quality and condition of the furnishings and decor. The inspector
will also note the attention to housekeeping and maintenance.
We strongly encourage the property owner, manager, or a representative, to accompany the field inspec-
tor during the evaluation. This is an excellent opportunity for you to discuss specific listing and rating
issues.
During the inspection process, the inspector will discuss and clarify items needing correction. The
inspector will review these items with you before leaving the property. It is advisable for you or your rep-
resentative to ask the inspector for clarification of any unclear or confusing items noted. Failure to cor-
rect the listed items, or to take preventative measures to ensure that new detractors do not develop, can
be a basis for downgrading or deleting your complimentary listing.
Additional criteria are used when inspecting four and five diamond establishments. Service is a key factor
at these levels. Inspectors conduct anonymous overnight stays to evaluate the total guest experience before
evaluating the physical aspects of the property.
At the conclusion of the evaluation, the inspector will provide the owner, manager, or other contact with
a written summary of the inspection and the rating decision.
"nce your property is approved, it will be evaluated at least once a year by a AAA field
inspector. Additional evaluations are sometimes scheduled if we receive excessive mem-
, her complaints. All inspections are unannounced to ensure that our inspectors see
your property just as our members would see it.
The decision to list and rate a property will be based upon conditions noted at the time of
the annual evaluation. We will make every effort to ensure that your property is fairly
represented in AAA publications based on that evaluation.
St le of Oper tion
1. Primarily transient
2. Pull-time, seven-day-a-week business (during periods of operation)
3. 24-hour incoming phone calls
· 24-hour incoming phone calls ensuring guest unit message delivery
4. 24-hour access to outgoing phone service
5.. Willingness to'assist in resolution of member complaints
6. Willingness to accommodate unannounced property inspections
7. Minimum of four rental units
8. Willingness to provide and honor rates as submitted
9. 24-hour access to a property management representative, in person or by telephone
10. Properties are clean, safe, and well-maintained
· Management and staff present neat appearance and operate ethically and professionally
· Provide attentive, conscientious attention to guest service
11. Appropriate, visible signage
12. All facilities associated with a property must meet Listing Requirements
· Some Bed and Breakfasts and Country Inns may use the dining room or parlor for guest
registration purposes.
13. Each door leading to a common walkway must be equipped with a primary lock and a secondary
deadbolt lock
· Primary lock is defined as a device that permits a guest to enter a rental unit using some form of
key and allowing the door to be locked while unit is occupied and when guest leaves the unit. Pass
keys assigned to appropriate staff members will function to operate only these locks.
· DeadbOlt lock is defined as a mortised, deadbolt locking device with a throw that extends at least
one-inch from the edge of the door. This permits a guest an extra measure of security against any
unwanted intrusions. Unlike the primary lock, deadbolt pass keys will not be provided to guests or
to staff. If a pass key is available, procedures must be in place to allow for restricted use by manage-
ment staff only. This may be a single lock with dual functions.
Secondary Lock Variances
In certain instances, the requirement for secondary locks may be modified to meet a variety of
eXceptions. The most common are noted below. AAA claims the right of final arbitrator in all decisions
of this nature.
· Sliding Glass Doors- An assortment of acceptable secondary locking devices is available for these
doors, but the most common is a metal bar that folds down and extends from the frame to the
door. A chain lock is not acceptable.
~ · French Doors- In addition to the deadbolt lock requirements, surface-mounted slide bolts must
be provided at the top and bottom to secure the stationary/auxiliary door. These bolts must extend
into the upper door frame and the lower door frame or floor and must be strong and sturdy mecha-
nisms.
· Pocket Doors- A mortised deadbolt is still expected in this instance. However, it would be mount-
-- ed in such a fashion as to extend into the upper or lower door frame. There' are sturdy locking
mechanisms available that can be mounted on the door with a locking pin that completely wraps
around a seParately mounted post. These will be considered on a case-by-case basis.
· Historic Doors- ff a door is considered integral to an establishment's historic registry, and it is too
thin to accommodate a standard, mortised deadbolt lock, a surface-mounted deadbolt locking
device will be considered and approved on a case-by-case basis.
14. Each door must have a viewport or window convenient to the door
15. Each door to connecting guest units or maintenance corridors must be equipped with a
deadbolt lock
16. Each window overlooking a common walkway or in a ground-floor room must be equipped with a
functional locking mechanism
17. Operational, single-station smoke detector in each guest unit
18. Operational, single-station smoke detector or automatic sprinkler system in
public areas when connected to guest units
19. From each guest unit exit, there must be two separate means of egress to emer-
gency exits
~ , ~ Housekeepin~l
20. At minimum, each guest unit must be thoroughly cleaned with complete bed and
ath linens changed between guest stays
Fresh linens, maid services, and bathroom supplies must be available
upon request.
21. All areas of a Pf01~rty's operation must be in good repair and in good working order
22. Adequate open area allowing guest(s) to move freely about the unit in relation to room size and
furniture placement
23. Privacy coverings such as shades, draperies or blinds covering all windows or other guest unit
areas
24. Sufficient soundproofing to muffle outside noises, normal sounds in adiacent units and public
areas
Furnishin~ls 25. Comfortable bed with two sheets, one'mattress pad, pillows and pillow cases, suitable bedspread,
blanket
26. A night stand or equivalent
27. A chair
28. Clothes-hanging facilities arid han'g~r~s f~: .'.t~?o people; drawers or clothes storage space
29. Illumination reqUired at each bod,'.~ WfitingSUrfa~' (ffpresent) and a sitting area, minimum of 75
watts (or equivalent watthgb s~/er's.br~fi~oresbents) -
· Illumination is a very import~ant~ gusset need. Overall room brightness should be considered.
Dark shades or dark walls may. impact room brightness.
30. Active light switch at main entry to guest unit
31. Each guest unit has own priVate bathroom; no carpeting in commode area
· Bed and Breakfasts, Country Inns and Historic properties may have shared bathrooms.
· Guest units with shared bathrooms must have adequate shelf space, lighted mirror and a con-
venient electric outlet in each guest unit.
32. Electrical outlet convenient to the mirror
· Electric outlet must accommodate items such as shaver, hair dryer, curling iron, etc.
Fixtures
33. Commode, sink, shelf space, well-lighted mirror at sink, shower, tub or combination tub/shower
with non-slip surface
· Multi-person hot tubs/whirlpools do not need to be enclosed. They must have a non-slip
surface.
Amenities
34. One cloth bath mat, toilet tissue, one wastepaper basket, drinking glasses, at least one large bath
towel, one hand towel and one face cloth per guest, two individually wrapped bars of soap
(or liquid soap with at least one wrapped bar)
~ jj Jkeeps a close watch on the number and type of comments we receive from members
nnm'egarding listed establishments. When members write to us expressing dissatisfac-
tion with a particular property, it is tracked through the AAA National Office Member
Relations department. All complaints are carefully reviewed for validity. The establish-
ment is then notified of each complaint so they have an opportunity to respond and
resolve the matter within a reasonable period of time.
Of the more than 45,000 listings in AAA publications, the average ratio of member complaints received
by AAA clubs and the national office is less than one per property. Even though a complaint may be sat-
isfactorily resolved, the complaint becomes a permanent part of the establishment's record.
Because we are a member-driven organization, we are sensitive to the needs of members. The schedule
below outlines the action steps AAA will follow.
",': S'rl.:P l
..... :~;,'..-.," STEP 1
:... [,,,[ii:,[es Wl:,r,,iIlg/ I?,i ~ '.~.~ Initiates serious review of
· ..,~,.";'&; ';"; :~: · Informatkmal Letter ';.'"a~'"'
.,.. ,. .... .,,:¢:.].: ...... ..~ ~~.:,~., c'omplaint history and type.
':")"; ' - ~,.~,,,.;~.',~: e.~a'.~.., Properly in jeopardy - may
..... :, !-";"~ .,i!:!~4...?..~:,~''''' '. to Property
~i.,.,q ..... result in downgrade or
'~[,-...r ,, . ,...7, ~:;., ,;~'i -" ,~
~"~: ....'" '~"';'~"*""~ .'!'..<'~al: ~'75!,...,;-¥:*'.:.'. disapproval
:..t &'.,,,,~,,.~.~,*, ~',~::..~.:.~
.., .... .,.,
, *'~ , '" ' ';:3,~,.~ ..-..,.[,,'~,.r;, ,~ .
,*,h~ ~": :''':'';''' Number of~mplaiats , 'i Number of¢omplaims
::::.!~.~:~ r~,:¥?:'.. '.-'~ :'
.... ~"' ' '5 7
'":" ..... .': :' : ":"
~,::':~':~ ~ :!':.,"? 8
· '~:.J~l "" ~''''':,..,''''' ''~., ~ . .;.: : ~~1~.*.~'
' ~f'"':!', '~' 12
I
While every attempt will be made to warn properties prior to taking disaffiliation action, there are instances
when inspectors will need to take immediate action withoUt prior warning. This may occur due to unaccept-
able maintenance, housekeeping or other issues that significantly reduce the quality of AAA member stays.
Immediate action without prior warning can occur when:
o:o Property no longer meets minimum listing requirements and management has no intention of correct-
ing the issues.
o:o Housekeeping and/or maintenance has deteriorated since the last inspection and is unacceptable for
listing.
o:o Items noted during previous inspections have not been corrected and/or several additional items are in
need of attention, which creates an unacceptable listing for AAA member gues.ts.
°:o Property receives an excessive number of AAA member/guest complaints.
Inspector is denied the opportunity to conduct the unannounced inspection.
The inspectqr is treated in a rude or discourteous manner.
AAA logo is being used illegally.
Property fails to meet federal, state or local operational laws.
Disapproved Reinspection Process
Properties that have been disapproved by AAA may apply to be reinspected. The reinspection will typi-
cally occur in the inspection cycle following receipt of the request and proof of compliance. Properties
will not be inspected more than once per inspection cycle.
The application process varies based upon the reason for disapproval:
· :° If a property has been disapproved for failing to meet AAA minimum listing requirements, a
written request for reinspection, accompanied by proof that the deficient items were corrected,
may be submitted as soon as the deficiencies have been addressed. Properties deleted for house-
keeping and/or maintenance issues may not reapply until one year has elapsed from thc date of
disapproval.
· :' If a property has been disapproved for excessive member complaints, a written request for rein-
spection may be submitted, accompanied by an explanation of the actions taken to limit future
complaints. Note: Such properties may not reapply until one year has elapsed from the date of
disapproval.
All requests may be addressed to: AAA Industry Evaluations
1000 AAA Drive
MS 51
Heathrow, FL 32746-5063
AAA supports environmental management in the lodging industry to the extent that truly effective pro-
grams maintain quality standards of guest comfort. We strongly encourage continued use of programs
that offer guests choices without consequences for noncompliance. Effective green programs are intended
to reduce waste without reducing guest comfort.
As an example of good environmental practices, we fully support the current AH&MA Good Earthkeeping
programs, such as bed linen and towel reuse program. As outlined in the copublished AH&MA and
Environmental Protection Agency booklet, guests do have a choice and are not penalized or charged for
daily laundering selection.
Other energy, water and solid waste management programs are encouraged. However, AAA does have
concerns in two areas, as they may have a significant effect on a property's listing or diamond rating.
':' Water-saving shower heads that significantly reduce or limit water flow.
':' Energy-saving light bulbs that reduce actual footcandle output, causing dimness at the task areas.
__~~llI The AAA appeals process was established as a resource for all lodging, restaurant, camp-
ground and attraction establishments inspected by AAA Industry Evaluations.
The process was created to:
~, Maintain a fair and respectful relationship between establishments and AAA.
**** Allow establishments to raise issues without fear of reprisal.
Ensure that all issues are addressed in an efficient and timely manner.
Help identify policies, practices or procedures that may be in need of review.
How do l ytle an appeal~
First, please contact our Customer Service Center, Monday through Friday, from 8:30 AM to 5:15 PM
EST. The phone number is: (407) 444-8370. In many cases, our analysts will be able to resolve your
issue immediately. _
If resolution is not obtained, your call will be directed to the Regional Manager for your inspection territo-
ry. Again, resolution may occur immediately over the phone dtifing this discussion.
If an issue remains unresolved after the above ,ste~i,,. ~'. ~i~...,~.//~ked to state your concerns in writing
for review by AARs ApPeals Committee. ~AII ~ipp~h]a'¢~i~t~ed ~the committee must be in writing.
from the establishment only. Please take extreme'c~i~ t6S~ifi6ally state your concerns and provide
your case for the committee's fmal review. Each aii~'~.~rii~Y"researched and given thoughtful
consideration and substantive reply. All appeals ~h~ .~. ~nt to the attention of:
AAA Appeals Committee
1000 AAA DriVe
Mail Stop 50
Heathrow, FL 32746
or FAX to: (407) 444-7508.
The AAA Appeals Committee is comprised of seven (7) voting members of AAA management from vari-
ous business lines within the association and meets regularly on a monthly basis. After consideration of
your appeal, the committee will take one of three actions:
1. Support the appeal.
2. Reject the appeal.
3. Table the appeal pending more information or reinspection. [
Please note: The committee's decision on your appeal will be considered as AA3Js final decision. You
will be notified by mail as to the outcome of your appeal within 45 days of receipt of your written appeal.
AAA diamond ratings represent the overall quality of'a property. These widely recognized and trusted
symbols help members choose lodgings that will meet their needs and expectations. A one diamond rat-
ing represents a clean, safe and well-maintained property. A five diamond ratihg represents a world-class
facility, offering the highest level of luxurious accommodations and personalized guest services.
AA/~s diamond ratin~ criteria reflect the design and service standards set by the lodging industry, com-
bined with the expectations of AAA members.
The diamond ratings represent the general physical quality and level of services offered at a property. The
criteria are broad guidelines to designate what is typically found at each rating. The size, age and overall
appeal of an establishment are considered, as well as regional decorating and architectural differences.
Diamonds are assigned based on the overall guest impression rather than individual criteria. Therefore,
meeting all of the criteria in certain categories, or failing to meet a few criteria, will not necessarily affect
the diamond rating.
Depending on the particular classification of an accommodation, there may be exceptions to the general
guidelines. These exceptions are shown by footnotes on each page.
AAA field inspectors are responsible for determining the diamond rating for a property. Their profession-
al iudgment, based upon each inspector's ongoing training and experience in conducting more than 850
evaluations a year, is also a very important part of the rating assessment.
A few properties will be included in the TourBook guide without a diamond rating due to one of the fol-
lowing reasons:
Too new to rate means the property was under construction at the time of the evaluatiOn but is scheduled
to open before the publication of the TourBook guide for its area. The management must be able to sub~
mit accurate rate information for the TourBook guide.
Under construction is printed when the property was under construction at the time of the evaluation
and is scheduled to open within six months after the publication of the TourBook guide. Rate information
will not appear in the TourBook guide.
Under renovations indicates a property is currently AAA approved. However, it is undergoing maior ren-
ovations, including all guest rooms and public areas, and is open to the public.
FYI rating indicates a property that has not been inspected by AAA or does not meet minimum listing
requirements. The property is listed as a member service only. The category of the listing will be denoted
by an icon.
ameniUe~,
'~.
Roadside Adequate roadside appeal & signage Average roadside appeal & signage
Appea~ Limited landscaping Average eye-appealing landscaping
The extent of land-
scaping is based on
the classification and
location of a property. Safe environment Common and basic construction
Resorts generally have Basic construction
extensive landscaping,
while downtown hotels
have limited land-
scaping, if any.
Parking Lighted paved or gravel parking areas Lighted paved or gravel parking areas
Usually not found at
bed and breakfasts,
countpj inns, ranches
and lodges.
General Area Furnishings Furnishings and decor of adequate quality Most furnishings and decor of average quality;
and Decor reflect current industry trends
Floor Coverings Adequate quality nylon and Iow nap carpet, Average quality carpet, some tile floors
often glued; some may have linoleum flooring
Illumination Functional lighting fixtures provide adequate Functional lighting fixtures provide average
illumination illumination
Corridors Generally exterior corridors; if interior If interior corridors are available, they may
corridors are available, they may have have plasterboard or vinyl wall coverings and
painted plasterboard, paneled or cinder suspended or painted plasterboard ceilings
block walls and suspended or painted
plasterboard ceilings
Signage Legible marked directional signs Clearly marked directional signs
Miscellaneous Telephones on site Telephones on site
Ice chest Sealed ice dispenser
Very good Excellent Outstanding
Well-tended and attractive Professionally planned and manicured Extensive, professional and creative
with a variety of foliage
Very good design and exceptionally Attractive, inviting and impressive architecture Stunningand impressive architecture in
well-maintained structure taking advantage of natural settings or pre- harmony with the surroundings preserving the
serving the true historical nature of the prop- historical nature of the property
erty
Very good lighted paved parking areas, may Excellent lighted paved parking areas Ample, lighted paved parking areas
find gravel parking at bed and breakfast and
country inn properties
Covered entry 2 Covered entry 2 Covered entry 2
Fumishings and decor of very good quality; Upscele furnishings and decor reflect current Outstanding quality furnishings and d~cor;
matched or well-coordinated; reflect current industry trends; well-coordinated throughout extremely well-coordinatad and elegant and in
industry trends and in harmony with the theme of the proper- harmony with the theme of the property
Spacious, fresh and inviting Spacious, fresh and inviting. Provides a
luxurious feeling and appearance
ery good quality carpet; may havewood Excellent quality carpet; may have wood floors ;: Outstanding quality carpet with attractive
oora with area rugs with area rugs; wood, marble or granite'biise~'~' ~ patterns; wood floors have high-quality area
boards - mos; some may have marble, granite.
Decorative and functional lighting fixtures - Upscele, decorative and functional lighting Upscale, decorative and functional lighting
provide very good illumination fixtures provide excellent illumination fixtures that enhance the overall decor
and provide ample illumination
Generally climate-controlled interior co~idors; Generally climate-controlled interior corridors Generally climate-controlled interior corridors;
walls are painted, stuccoed or have vinyl wall with excellent quality wall coverings; ceilings exterior walkways are generally covered;
coverings; ceilings are painted plasterboard or are painted plasterboard or textured, usually interior corridors have outstanding quality and
have a popcorn finish with a ceiling trim or decorative border decorative wall coverings, some with borders.
wainscot or chair rails; ceilings are painted
plasterboard or textured, with a ceiling trim or
decorative border
Detailed directional signs Well-defined directional signs in harmony Very well-defined directional signs in harmony
with the theme of the property with the theme of the property
Telephones and house phone inside the build- Multiple recessed phones with notepads and Multiple recessed phones with notepads and
lng pens located away from traffic areas pens located away from traffic areas, often
with a chair or bench at the telephone
Elevator landings are usually in a recessed Attractively furnished elevator landings in Exceptionally appointed elevator landings in
area away from lobby and corridors recessed area away from lobby and corridors rece~1~ed area away from lobby and corridors
Service elevators Service elevators
and ice machines, if available, are Vending and ice machines, if available, are Vending and ice machines are located in an
)cated in a recessed area located in a recessed area enclosed area
~ealed ice dispenser Sealed ice dispenser or ice delivery Sealed ice dispenser or ice delivery
General Lobby/Registration Area Adequate size Average size , '~,
Registration area and small froot desk' Registration area and average-size front desk ~
Limited seating with one or two modest chairs Seating arrangement with two or more com-
fortable chairs
Average quality art in brass frame
Some plants
Restaurant and One full-service outlet serving breakfast and One full-service outlet or food court
Dining Facilitiess dinner; service hours may be limited
Small lounge/bar
1Motels may have an
outdoor window for
registration.
2 Older downtown hotels
may have a smaller, but
elegant lobby.
3 Number and type of
food and beverage
oudets should be in
harmony with the theme Recreational Swimming pool Swimming pool
of the property. Multiple Facilities'
outlets are expected
at resorts. Usually not
offered at limited
service properties.
Moderate sen/ice Some pool furniture Some pool furniture
properties may offer
only one outlet at the
four and five diamond
levels.
4 All facilities provided
for guests' use must be
well-maintained and in
proper working order.
The recreational
facilities outlined are
most typically found
at motels, motor inns,
condos, apartments,
and hotels, and ara
considered in the rating
of those properties.
Limited recreational
facilities are found at
bed and breakfasts and
country inns. Expanded
facilities are expected at
resorts.
5. May not be found at
limited sen/ice
properties
· ., Very good size Excellent spacious size, or consistent with his- Comfortably spacious size, or consistent with
todcol nature ~ historical nature 2
· .. Registration area and very good size front. ~ Registration 8re8 8nd excellent quality front Registration 8re8 and superior quality front
desk with wood 8nd veneer front that is wel!f desk, such 8s solid wood or marble, located desk, such 8s solid wood or marble, located
coordinated with overall lobby decor 8way from main traffic areas 8way from main traffic areas
· ., Conversational groupings Ample seating areas with multiple conversa- Ample seating areas with multiple conversa-
tional groupings tional groupings
Very good quality matted and framed art work Upscale matted and framed art work, some art Variety of fine art
objects
Live plants and/or very good quality artificial Abundant live plants and/or sophisticated Abundant live plants and fresh floral
arrangements dried flower arrangements arrangements
Easily identifiable bell station' Easily identifiable bell station in harmony with Easily identifiable bell station in harmony
e~ theme of property' with theme of property; may be part of the
concierge area '
Luggage carts available
Background music Background music
Identifiable concierge desk
II-service outlet or food court Upscale; casual full'service restaurant Often multiple outlets; full-service formal or
casually elegant
Small IoUnge/ba.r Separate lounge/bar with background music Separate
cocktail/bar
Live or recorded background music
Ability to transfer lounge tab to restaurant and
charge food and beverage expenses to room
Swimming pool Weather appropriate swimming pool Weather appropriate pool with attendant on
duty
Extra towels available at front desk Extra towels available on-site at facility Extra towels available on-site at facility
Very good quality pool furniture Ample. excellent quality pool fumiture Ample, superior quality pool furniture
Whirlpool Whirlpool and sauna Whirlpool and sauna
Limited exercise equipment; may have health Exercise room with state-of-the-art equipment Professionally staffed health club with wide
club privileges or health club privileges variety of state-of-the-art equipment
Lockers and dressing areas provided Lockers and dressing areas provided
Additional recreational facilities available Additional recreational facilities available
Ability to charge fees to room Ability to charge fees to room
General Meeting One meeting room generally available
Rooms
5 Degree and number
will be determined by
classification. Restrooms' Generally one unisex Separate ladies and mens rooms
6 Generally not found
at limited service
properties.
7 A number of variety
shops are generally
found at resorts. While
most bed and break-
fasts and country inns
do not offer a variety of
shops, remembrances Sundries and Small concession area or sundries at front Small concession area or sundries at front
and local crafts are
sometimes available. Other Shops 7 desk, if available desk, if available
Limited service proper-
ties usually do not offer
shops. Shops at city Coin-operated laundry
properties are often
small and offer limited
vadety.
General Furnishings Fumishings and decor of adequate quality Most furnishings and decor of average
and Decor' quality, reflect current industry trends; match-
ing and coordinated
Adequate free floor space Average free floor space
Heating and Heating; air conditioning available Conveniently located temperature controls in
Air Conditioning each guest room
Room Types 2 Mostly double rooms with some twins Many double rooms, with some queen rooms
available or king rooms available
Furnishings General Furnishings may be particle board construc- Furnishings may be particle board construc-
tion with laminate finish tion with laminate finish
Some furnishings may be wall mounted Some furnishings may be wall mounted
Free floor space may be Chairs One chair Seating arrangement with two
limited at all ratings for comfortable chairs; vinyl or fabric upholstery
historical properties,
Style of operation will
determine the number
of room types.
Vinyl upholstery is
acceptable st beach Writing Surface4 Duplex, triplex or task table Duplex, triplex or task table
reSOrtS.
Writing surfaces may
be provided in the
public areas at bed
and breakfasts and
count~ inns.
Limited number of meeting rooms generally Numerous meeting rooms of various sizes Wide variety of meeting rooms and function
available with professional staff 5 space with professional staff 5
Audio-visual equipment available Audio-visual equipment available State-of-the-art audio-visual equipment
Comfortable chairs and seating Comfortable chairs and seating
Excellent soundproofing Outstanding soundproofing
Sufficient facilities for number of meeting Sufficient facilities for number of meeting Sufficient facilities for number of meeting
rooms rooms rooms
Convenient to public areas Convenient to public areas Convenient to public areas
Soap in upscale container Soap in designer or upscale container
Cloth hand towels with hamper for disposal
Limited gift and sundry shops Upscale gift shop with excellent variety Upscale gift shop with wide selection
Coin or valet laundry Variety of upscale shops such as beauty
salon, clothing, etc.
Ability to charge purchases to room Ability to charge purchases to room
Furnishings and decor of very good Excellent furnishings and decor reflect current Luxurious furnishings and decor reflect
quality, matched or well-coordinated; reflect industry trends; well-coordinated throughout current industry trends; extremely well-coordi-
current industry trends and in harmony with the theme of the hated and elegant in harmony with the theme
property of the property
Very good free floor space Excellent free floor space Outstanding free floor space
Quiet units with easily accessible controls; Quiet units with easily accessible controls; Quiet units with easily accessible controls;
temperature controls in each guest room; temperature controls in each guest room; temperature controls in each guest room;
offer guest choiceof air conditioning and heat offer guest choice of air conditioning and heat offer guest choice of air conditioning and heat
Many double rooms, with some queen rooms Variety of bed sizes available with a majority Variety of bed sizes available with a majority
or king rooms available of king and queen of king or queen
Newer furnishings of very good quality Excellent quality furnishings, generally veneer Quality workmanship evident in style of
construction with laminate finish; often with with solid wood laminate insets furnishings; usually solid wood
solid wood trim accents
Furnishings are freestanding Furnishings are freestanding Furnishings are freestanding
Comfortable desk chair, conversational and Comfortable conversational and television Comfortable conversational and television
television viewing arrangement with two viewing arrangement with two arm chairs; viewing arrangement with two arm chairs,
chairs, one with arms; often wood framed with may include a love seat or fully upholstered often includes a love seat, or may include an
fabric upholstery and padded seat 3 oversized chair with ottoman oversized easy chair with ottoman; all seating
covered with high-quality fabric coverings
)sk table or desk Task table or desk Desk
Furnishings (cont'd.) Clothes Open, wall-mounted clothes rack Open, wall-mounted clothes raqk
Storage '
Six wire or non-removable wood, Removable wood, plastic or metal hangers
plastic or metal hangers
Adequate space for one piece of luggage, Space for one piece of luggage, may be a
may be a folding metal rack or counter space folding metal rack, counter space or credenza
top
One or two drawers Two or four drawers in a duplex, triplex,
credenza or dresser
Illumination' Adequate overall illumination, some shared Good overall illumination provided by two or
lighting between task areas three sources, some shared lighting between
task areas
Lamp styles include swag, pole lamp and Lamp styles include wood, brass, ceramic and
bullet swag
Decor' Bedding Adequate quality mattress and box spring Average quality mattress and box spring
Mixed style bedspreads and bed linens Average quality bed linens, including
semi-quilted, cotton/poly bedspreads
Floor Coverin§s Adequate quality nylon or Iow nap carpet, Average quality carpet
sometimes glued
5 Additional clothes
storage space is gener-
ally available at resorts,
apartments, condomini-
ums and cottages Walls Variety of walt types with track or plaster- Painted plasterboard, stucco, wood paneling
6 Limited lighting sources board ceilings; flat or semigloss paint; also or vinyl wall covering. Textured, suspended or
may be found at one wood paneling that is sometimes painted or popcorn ceilings
through three diamond wallpapered
rating levels at bed and
breakfasts and count~
inns. Waft Hangings Posters or commercial artwork with wood or Average quality framed artwork
7 Regional designs will be metal frames
considered. The quality,
however, must be
consistent with each
diamond level.
Window Draperies with adequate backing; may have Sill-length, lined average quality backed full
8 Bed and breakfasts Coverings' blinds or shades or semi-blackout draperies; may have only
and count~ inns may blinds or shades
not have blackout
draperies,
.., Sem~-enclosed or recessed open hanging Fully enclosed closets Fully enclosed, illuminated closets
space
· . Eight removable ball, wood or plastic hangers, Ten removable, ball or open hook, wood Twelve open hook, wood hangers, two satin
some with skirt clips; all hangers must match hangers, including skirt and pant hangers hangers and skirt or pant hangers
.~. Space for one piece of luggage, may be a Sufficient space for two pieces of luggage, Space for two pieces of luggage, usually qual-
i folding metal rack or credenza top may be metal or wood rack, or bench ity wood racks or fabric benches
.~ Two to four drawers in a credenza, dresser or Four or more drawers in a credenza, dresser Four or more drawers in dresser or armoire
~ armoire or armoire
.i Very good overall illumination provided by Excellent overall illumination at all task areas Outstanding level of illumination at all task
i three or more sources, limited shared lighting areas
; in adjacent task areas
~ Very good quality lamp styles; may be wood, Excellent quality freestanding lamps that are Superior quality and decorative lamps and
brass or ceramic and wall mounted, table or decorative at all task areas lighting, enhancing the overall room decor
floor models
Very good quality mattress and box spring Excellent quality mattress and box spring Superior quality mattress and box spring
Very good quality bed linens, including filled Excellent quality bed linens, including quilted Luxurious quality bed linens, including plush,
and quilted bedspreads bedspreads, comforters with dust ruffles, quilted bedspreads, comforters with dust
duvets or similar enhancements, choice of pil- ruffles, duvets or similar enhancements; triple
iow fills. Triple sheeting . sheeting and choice of pillowfills
i ~ good quality carpet; may have wood Excellent quality carpet; may have wood floors Outstanding quality carpet with attractive
tloors with area rugs with area rugs patterns; wood floors have superior quality
area rugs; some may have marble, tile or
granite flooring
Carpet or rubber trim floor moldings Carpet or wood baseboard coving Wood baseboard coving
Painted plasterboard, stucco or vinyl wall coy- Painted plasterboard walls with textured Painted plasterboard walls with textured
erings; popcorn or textured finish ceiling ceilings, with a ceiling trim or decorative ceilings, with a ceiling trim or
border; excellent quality wall coverings, may decorative border; outstanding quality wall
have wainscoting coverings, may have wainscoting
Very good quality matted and framed artwork Upscale, matted and framed artwork Sophisticated prints or lithographs with
enhanced matting and frames
Very good quality sill or full-length blackout Excellent quality full-length sheer and black- Superior quality full-length sheer and black-
draperies; enhanced shades and blinds; may out draperies; valances out draperies; with valances or exceptional
have side drapes wood shutters
Television -Color Color, may have remote control
May be wall-mounted, on a credenza or May be wall-mounted, on a credenza or
pedestal stand pedestal stand
Adequate viewing from the bed or easy chairs Good viewing ability from the bed or chairs
Expanded channel offerings
Telephones Rotary or Touch-Tone Touch-Tone
Message light
Plastic tumblers Plastic tumblers
'Plastic or styrofoam ice bucket Plastic ice bucket
Footnote Guestroom amenities may be limited at bed
and breaklast and count~j irm properties
General' May not reflect current industry trends Generally reflect current industry trends
1 Some guest rooms may have
shared bathrooms at one, two, and
three diamond bed and breakfasts, Adequat8 free floor space ~ Average free floor space 2
country inns and historic proper-
ties. Vinyl or mosaic tile flooring' Average vinyl, mosaic or ceramic tile flooring'
2 Free floor space may
be limited at all rating levels for
histodc properties. However, the
qual ty of the fixtures must remain Wall coverings can be painted plaster, mosaic Wall coverings are painted plaster or ceramic
constant with what is typicafly tile or vinyl, coated tile
found at each diamond level.
3 Historic properties may have wood
floors.
Color, often oversized television with portable Color, oversized television with portable Color, oversized television with portable
remote control remote control remote control
On a credenza or in armoire On a credenza, stand or in an armoire with On stand or in an armoire with swivel
swivel
Convenient viewing from the bed or chairs Convenient viewing from the bed and conver- Convenient viewing from the bed and conver-
sational grouping sational grouping
Expanded channel offerings including Expanded channel offerings including free Expanded channel offerings including free
a movie channel and pay movies and pay movies
Channel directory Channel directory and television program Channel directory and television program
guide guide in an enhanced folder
Data port in some rooms Data ports Data ports
Long phone cord Multiple phones Multiple phones
Message light Message light Message light
Voice mail Voice mail
Features such as preprogrammed dialing
keys, multiple lines or speaker
Plastic or glass tumblers Glass tumblers Selection of glassware
'lastic ice bucket with lid Insulated and padded vinyl ice bucket with lid Decorative, insulated ice bucket with lid
~uest service directory Enhanced guest service directory in folder Upscale guest service directory in folder .
Stationery Upgraded stationery Upgraded stationery
Utility bags Utility bags Utility bags
Clock and radio Clock and radio on nightstand Clock and radio on nightstand
Notepads Notepads and pens Notepads and pens ~
Full-length mirror Full-length framed or beveled mirror Full-length framed or beveled mirror
Magazines or reading material Magazines or reading material
In-room bars In-room bars
'rwo robes
Iron and ironing board available or in room Full-size iron and ironing board available One-hour pressing
Reflect current industry trends Reflect current industry trends, providing an Reflect current industry trends, providing a
upscale appearance luxurious appearance
Very good free floor space 2 Excellent free floor space 2 Superior free floor space 2
lery good quality ceramic tile or vinyl flooring3 Excellent quality ceramic tile, granite or mar- Superior quality ceramic tile, granite or marble
hie flooring3 flooring ~
~/all coverings are vinyl, textured, or painted Wall coverings are vinyl, textured or have a Wall coverings are vinyl, textured or have a
plaster or have a mildew-resistant finish mildew-resistant finish mildew-r~sistant finish
Some artwork or wall enhancements Artwork or wall enhancements
Umited Data, irt,,.1 Adequate
Fixtures 4 Adequate quality Average quality fixtures .,.
Mixture of tub/shower combinations and Mixture of tub/shower combinations and
showers only, some with tub only s, with showers only with ceramic tile, molded
ceramic tile, fiberglass, coated hardboard vinyl or fiberglass finishes
or other non-porous finishes
Plastic or vinyl shower curtain or tub Vinyl or nylon shower curtain or tub enclosure
enclosure
Wall-mounted sink with small shelf or small Wall-mounted sink with small shelf or small
skirted vanity with laminate finish ~ skirted vanity with laminate finish"
Small mirror or small medicine cabinet Average-size mirror
Electrical outlet conveniently located near sink Electrical outlet conveniently located near sink
or on light fixture above sink
Adequate overall illumination provided by Good overall illumination provided by ceiling
ceiling or wall-mounted lighting fixtures or wall-mounted lighting fixtures
Amenities Towel caddies or bars Towel caddies or bars
Adequate-weight towels Average-quality towels
Two ]/2 to 3/4 oz. bars of soap Two 3/4 to ] oz..bars of soap
Historic properties Facial tissues Facial tissues, wall-mounted with chrome
may have a large covers
percentage of shower
only bathrooms at all
rating levels.
Found only at historic
bed and breakfasts and
count~ inns.
Wall mounted sinks
may be found at all
ratings levels in historic
properties.
Older hotels may have
some shower only guest
rooms at the four and
five diamond level.
...... Very good quality fixtures Excellent quality fixtures Outstanding quality fixtures
,...., Mostly tub/shower combinations with ceramic Tub/shower combinations 7 with ceramic tile, Tub/shower combinations ,7 occasionally a
tile, molded vinyl or fiberglass finishes marble or poured acrylic and enhanced large separate shower stall, in addition to the
faucets and fixtures tub/shower. Superior quality marble or ceram-
ic tile finishes and enhanced faucets and
fixtures
Vinyl or nylon shower curtain Excellent quality double nylon shower curtain Superior quality double nylon or cloth and
nylon shower curtain with enhancements
Ve~j good size skirted vanity with Spacious skirted vanity, may be poured Large marble or high grade vanity, either
contemporary laminate or poured acrylic ac~jlic~ skirted or enclosed'
finish'
Large mirror Large framed or beveled mirror over vanity Large framed or beveled mirror over vanity
Electrical outlet conveniently located near sink Electrical outlet conveniently located near sink Electrical outlet conveniently located near sink
Very good overall illumination provided by Excellent overall illumination provided by Outstanding overall illumination provided by
ceiling or wall-mounted lighting fixtures decorative lighting fixtures over vanity and. decorative lighting fixtures over vanity and
at mirror at mirror
Towel bars or shelves Towel bars and shelves Towel bars and shelves
Upgraded shower heads Upgraded shower heads
Tub and shower-height soap dishes Tub and shower-height soap dishes
cry good quality towels Large. plush towels Very large, plUsh towels
Two bars of soap greater than 3/4 oz., and at Five-piece amenity package includes two Seven-piece amenity package includes two
least one bottled product, attractively present- large bars of soap, bottled shampoo and two la~ge bars of soap, bottled shampoo and
ed additional high quality items in an upscale additional high quality items in an upscale
presentation presentation
Decorative soap dish Upscale decorative soap dish
Facial tissues, may be set in vanity Facial tissues in decorative cover Facial tissues in decorative cover
Hair dryer available Hair dryer Hair dryer
Scale
Telephone
Illuminated make-up mirror
Bath rug
· Accepted 24 hours, either at property or through a central reservation system
· · · Answers phone promptly with a fdendly greeting
· · · Addresses guest by name
· · · Explains rate structure and available rooms
· · · Gives choice of smoking or nonsmoking room, explains if property is a smoke-
free premise
· · · Collects preregistration information
· · · Explains deposit and cancellation policies
· · · Explains payment options
· · · Reviews reservation request
· · · Gives confirmation number or contact's name
· · ' · Thanks guest for calling
· Prompt, friendly and courteous greeting by staff
· Explains parking procedure: valet or self-parking
· Promptly unloads luggage and explains handling procedure
· Gives directions to registration area
· Uniformed doorman, in harmony with the theme of the property
· · · Prompt, cheerful greeting; recognizes guest appropriately
· · · Praregistered guests are not asked for duplicate information
· · · Confirms rate and type of room
· · · Delivers messages discreetly
· · · Gives room number discreetly
· · · Hands guest key, registration packet and credit card
· · · Offers assistance with luggage; summons bellman 2
· · · Uses guest's name at least once
· · Accepted 24 hours, either at property or through a central reservation system
· · · Answers phone promptly with a fdendly greeting
· · · Addresses guest by name
· · · Explains rate structure, available rooms, facilities and services
· · · Knowledge of food and beverage facilities and hours of operation
· · · Gives choice of smoking or nonsmoking room, explains if property is a smoke-
free premise
· · · Collects preregistrafion information
· · · Explains deposit and cancellation policies
· · · Explains payment options
· · · Reviews reservaUon request
· · · Gives confirmation number or contact's name
· · · Asks if thero aro any other needs
· · · Thanks guest for calling
· · · Sends confirmation by mail, time permitting
· · Prompt, friendly and courteous greeting by staff who opens car door
· Explains parking procedure; automatic valet
· · Promptly unloads luggage and explains handling procedure;
learns guest's name
· · Gives directions or escorts guest to registration area
· · Uniformed doorman, in harmony with the theme of the property ~
· · · Prompt, cheerful greeting; recognizes guest appropriately
· ·' · Acknowledges guests waiting in line
· · · Preragistered guests are not asked for duplicate information
· · · Confirms rate and type of room
· · · Delivers messages discreetly
· · · Gives room number discreetly
· · ·a Hands guest key, registration packet and credit card
· · · Offers assistance with luggage; summons bellman and provides introduction
· · · Uses guest's name frequently
· · Friendly greeting and welcome to property
· · Informative about facilities and able to answer questions, when asked
· · Offers to hang garment bag and place luggage on luggage stand
or in appropriate area
· · Explains safety and security features
· · Inquires about additional needs
· · Uses guest's name at least once
· Offers to fill ice bucket
· · · Evening turndown, upon request; notice is verbal or written
· · · Folds back or removes bedspread
· · · Turns up pillows
· · · Straightens bathroom: repoints tissue, wipes surfaces and
replaces used towels
· · · Cleans wastebaskets and ashtrays
· · · Adjusts draperies and lighting
· · · Leaves goodnight candy, mint or message
· · Operator knows room number when request is made
· · · Recorded message or live, personal call received within five minutes
of requested time
· Express or video check-out available, without guest credit card number on folio
· · · Bellman arrives promptly; if not within five minutes, guest is
notified of delay at time of request
· · · Friendly greeting by bellman; asks about stay
· · · Friendly greeting by desk clerk; asks if stay was satisfactory
· · · Provides copy of bill for review
· · · Confirms payment method
· [] · Proper presentation of bill by placing folio and credit card or
cash in guest's hand
· · · Thanks guest for staying at property
· · · Friendly greeting, using guest's name and welcome to property
· · · Very informative about all facilities, without being asked
· · · Offers to hang garment bag and place luggage on luggage stand or
in appropriate area
· · · Explains safety and security features
· · · Inquires about additional needs
· · · Uses guest's name frequently
· · · Offers to fill ice bucket
· · · Explains features and functions of room
· · · Full evening maid service, automatic
· · · Folds back or removes bedspread
· · · Turns up pillows
· · · Straightens bathroom: repoints tissue, wipes surfaces, and
replaces used towels and depleted amenities
· · · Cleans wastebaskets and ashtrays
· · · Adjusts draperies and lighting
· · · Leaves goodnight gift or message
· · · Refreshes ice
· · · Replaces glasses
· · · Places robe on bed [optional)
· · · Turns radio music on Iow
· · · Accommodates requests for time of service
· [] · Operator uses guest's name when request is made
· · · Live, personal call received within five minutes of requested time
· [] · Message includes use of guest's name and time of call
· · Express or video check-out available, without guest credit card number on folio
· · Bell captain offers to retrieve car or arrange other transportation
when guest calls for bellman
· · · Bellman arrives promptly; if not within five minutes, guest is notified
of delay at time of request
· · · Friendly greeting by bellman using guest's name; asks about stay
· · · Conversant bellman
· · · Friendly greeting by desk clerk; asks if stay was satisfactory
· · · Provides copy of bill for review
· · · Confirms payment method
· · · Proper presentation of bill by placing folio and credit card or
cash in guest's hand
· · · Thanks guest for staying at property
[] [] Available 6:00 A.M. to 11:00 P.M.
[] Designated room service staff answers phone within three to five dngs
[] [] Friendly greeting
[] [] Asks appropriate questions and replies professiOnally
[] [] Gives time estimate for delivery ~
[] [] Repeats order to guest
[] [] Calls to advise guest if order will be late or items ordered are not available
[] [] Doorknob card available for breakfast orders
[] [] Delivered within five minutes of time premised
[] [] Morning newspaper delivered to door or with breakfast, except on weekends
[] [] Friendly greeting
[] [] Server is uniformed and appropriately attired
[] [] Pleasant presentation with review of order
[] [] On upscale tray
· [] Upgraded condiments include packaged sugar and substitute,
and salt and pepper shakers in an upscale presentation
[] [] Cutlery, food and table settings equivalent to dining room
[] [] Apprepdate plastic or stainless covers for food
[] [] All food at proper temperature (hot and cold)
[] Asks guest about food or tray placement
[] Prepares set-up, and offers to pour hot beverage
[] [] Tray or cart removal instructions (verbal or card)
[] [] Delivers food and beverage as ordered and bills correctly
[] [] Prompt removal of trays and tables, upon request
[] [] Valet service; one-day dry cleaning and laundry
[] [] [] Off-site restaurant reservations and directions
[] · [] Timely response to special requests
[] [] [] Staff knowledgeable regarding local area attractions and shopping services
[] Business services 2
[] [] [] All phones at property answered promptly
[] Concierge on duty during hours appropriate for property's style of operation
[] [] Uniformed with name badges, in harmony with the theme of the property
[] [] [] Well groomed
[] [] [] Knowledgeable about property and surrounding areas
[] [] [] Polite and professional at all times
[] [] [] Acknowledgement and greeting to all guests
[] [] [] Maintains eye contact with all guests
[] [] Available 24 hours
[] [] Designated room service staff answers phone within three to five rings
[] [] Friendly greeting using guest's name
· [] Asks appropriate questions and replies professionally
[] [] Gives time estimate for delivery ~
[] [] Repeats order to guest
[] [] Quiet background
[] [] Calls to advise guest if order will be late or items ordered are not available
[] [] Doorknob card available for breakfast orders
[] [] Delivered within five minutes of time promised
[] [] Morning newspaper delivered to door or with breakfast, except on Sundays
· [] Friendly greeting using guest's name
[] [] Server is uniformed and appropriately attired
[] [] Pleasant presentation with review of order
[] [] Fresh flowers on upscale tray
· [] Upgraded condiments include packaged sugar and substitute,
and salt and pepper shakers in an upscale presentation
[] [] Cutlery, food and table settings equivalent to dining room
[] [] Appropriate stainless or silver plated covers for food
[] [] All food at proper temperature (hot and cold)
[] [] Asks guest about food. or tray placement; offers to pour coffee or tea
[] [] Prepares table set-up, and removes food covers with guest's permission
[] [] Tray or cart removal instructions (verbal or card)
[] [] Delivers food and beverage as ordered and bills correctly
[] [] Prompt removal of trays and tables, upon request
[] [] Valet service; overnight and one-day dry cleaning and laundry;
short notice pressing
[] [] [] Off-site restaurant reservations and directions
[] [] [] Timely response to special requests
[] [] [] Staff knowledgeable regarding local area attractions and shopping services
[] Business services 2
[] [] [] All phones at property answered promptly
[] Concierge on duty during hours appropriate for property's style of operation
[] [] Recreational reservations
[] Shoe shine service
[] Hair salon arrangements 3
[] [] [] Local transportation arrangements
[] [] Massage available through health club facilities
[] [] [] Uniformed with name badges, in harmony with the theme of the property
[] [] [] Well groomed
[] [] [] Knowledgeable about property and surrounding areas
[] [] [] Polite and professional at all times
[] [] [] Gracious acknowledgement and greeting to all guests
[] [] [] Maintains eye contact with all guests
[] [] [] Takes responsibility for guest inquiries and problems
If you have additional questions, you may call AAA at:
Applications for Inspection ............. (407) 444-8370
Recent Inspection Questions ............. (407) 444-8370
Rate and Listing Information ............ (407) 444-8370
Display~Advertising (407) 444-8280
Official Appointments ................. (407) 444-8280
Or write to AAA at: '
American Automobile Association
Industry Evaluations - Mail Stop 51
1000 AAA Drive
Heathrow, Florida 32746-5063
Establishments located in the following areas
should contact the AAA club indicated:
Arizona Nevada
AAA Arizona California State Automobile Association
P.O. Box 33119 P.O. Box 1860
Phoenix, AZ 85067-3119 San Francisco. CA 94102-1860
(602) 650-2749 (415) 565-2930
California (Northern) Utah
California State Automobile Association California State Automobile Association
P.O. Box 1860 P.O. Box 1860
San Francisco, CA 94102-1860 San Francisco, CA 94102-1860
(415) 565-2930 (415) 565-2930
California (Southern)
Automobile Club of Southern California
P.O. Box 25001
Santa Ana, CA 92799-5001
(714) 885-2008 (Inspections, ratings and Official Appointments)
(714) 885-2410 (TourBook advertising)
/
"nee you have been inspected
,~ ~ ~1-11~ IP: $1~-1~ ~B: $1~-1~ ~:$1~-1~ ~:$10 O18
and approved, there's no better
~ ~: 3.8 ~ ~ ~ ~ ~. 2416 ~ ~ ~ 1~. ~: 7171~. T~ ~ff ~,
. ~ay to attract more business
than by becoming a A~/CAA
Official Appointment.
As an Official Appointment, your property will be licensed to use the AAA/CAA logo in all
your advertising and promotions. In a recent Equitrend study, the AAA/CAA logo was rated
the top four of ~ travel rela~d br~ for overall quality and brand loyal~. Our ~0 million
members trust the ~/C~ logo.
Your pro~r~ ~1 be ~le to ~play ~e ~/CAA approved si~ that not~es members and
non-members alike ~t yO~ Pro~r~ ~ a s~e, cle~, co~ortable place to stay with the~
f~Ees. You ~ r~oi~ o~d~ ~t~g in o~ To~B~k ~ide, w~ch gives you the
op~r~m~ to h]~Et,~ of tho ff~ns our mem~rs should stay ~th you.
Most ~rt~tly, 7 ~ o~ ~c~ ~mem~ers choose O~cial ~ppoinlment p~pe~ies over
other listings in making their lodgl~ decisions, Is this an a.~ence gou can afford to mJss?
B
ecome ~ Offici~ Ap~intment today. It's easy. lust call ~07/~-8280. We'll do the rest.
Put the ~wer of the ~/C~ logo to work for you.
AAA/CAA...Your Partners in Profit
Exhibit K
OYSTER POINT OVERPASS FEES RESOLUTIONS
" ' RESOLUTIqN NO. ~ 71-84
· ,CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION SETTING POLICY FOR THE
OYSTER POINT GRADESEPARATION FUNDING
WHEREAS, the City Council has held a properiy notified Public Hearing on the
subject of adopting a formula for fUnding the Oyster Point Separation project;
and
WHEREAS, the City Council now wishes to adopt a fair and equitable formula
for funding the Oyster Point Separation project; and
WHEREAS, the City Council has heard and considered all of the information
presented at the aforementioned Public Hearing.
NOW, ll4EREFORE, BE IT RESOLVED by the City Council of the City of South San
Francisco that:
1. The formula entitled 'Oyster Point Contribution Formula' attached heretO
as Exhibit 'A' and incorporated herein by reference, is hereby adopted as the
official policy document of this City Council setting forth.the methOd of deter-
mining funding obligations of developers and the City with regard tothe Oyster
Point Separation'pr°ject.
2.~ The formula entitled "Oyster Point Separation Fund Repayment Formula,"
attached hereto as Exhibit "B" and incorporated herein by reference~ is hereby
adopted as the official policy document of this City Council setting forth the
method of.determining whether or not.a refund shall be made of monies paid into
the Ozster Point Separation Fund and, if s~, the amount of said refund to each
contributor.
3. The formulae adopted herein shall apply to developments occurring within
the land area indicated on the map attached hereto as Exhibit 'C' and incorpora-
ted herein by reference and as further described in Exhibit 'D' attached heret~
CENTRAl_ R£tZORD$ .
' FILE NO4_ l/~'~
'
and incorporated, by reference herbtnJ' 'Said contr'ibuttons shall be collected
from. ~levelopers within said l~nd area in such'manner and at such times as
legally possible to do so in. connection with discreti6nary approvals of the City
for projects within said area in order to mitigate tile stgni,ficant cumulative
effects that de~oi~ents within the said land area will have upon trak.ftc
oriented to or from Highway 101.
.. 4. The Oyster Point Contribution Formula shall include A0T calculations
for all projects for which applicatio6s are received prior to the date which is
ten years after final acceptance by City of the work to construct the Oyster
Point Separation'J
I herel~y certify that the foregoing Resolution was regularly introduced and
adopted by the City Council of the City of South San Francisco at a regular
meeting held. on the Z3rd day of May '; 1984, by the following
vote:
AYES: Co,ncilm~mhe~ Mark lt. Addiego, Fmanuele N. I)antoniLe, Richar~ k. F, affey,
GuR gicnlrtpjtll~; and Rnberta Cerri Teglia
HOES: gnn~
ABSENT: Nnne
ATTEST: /s/ Barbara A. Battaya
'- City Clerk.
CENTRAL- RE:CORDS
· 15
OYSTER POINT CONTRIBUTION FORHULA
m f (
1. General Provisions:
Contributions shall be based upon weekday Average Datly Trip (ADT) generation
by various land uses as set forth in Exhibit ! attached hereto and incorporated
herein by reference as though set forth Yerbat. im. '
gote: (a) Men ADT generation is based upon gross square footage
of a building, the gross square footage tncludes the
total floor area within the building shell; which shall
be computed by measuring to the inside finished surface
of permanent outer building wallsJ 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 areas, corridors and
general support areas and the like~ Gross square footage
shall not include first floor open lobby area in e~ess of
four hundred {400) square feet~ atrium openings which
extend to floors above the atriuim floor, or Penthouses
used exclusively to house mechanical equtpment~J Credit
may be given for AOT generated by uses previously existing
on the parcel(s) proposed for development if those previous
uses were lawful and active within two (2) years prior to
the date the project proposal was accepted by the City as
a complete application~
2. Contribution Formula:
Engineering News Record Construction Cost Index
For San Francisco at date of Cash Payment 'Amount of
ADT x $154' x 5139,61'* = Contribution
3. Methods of Payment:
{a) In most cases', payment or guarantees of payment shall be made prior
to issuance of building permits.
(b) In some cases (i~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
A0T applicable to that project:
**July; 1983 Engineering News Record Construction Cost ledex for San Francisco.
EXHIBIT 'A# TO RESOLUTION NO. 71-84 CENTRAL RE:CORD~
-
' ~ EXH[BZT I TO
· ' OYSTER PO[N1 CONTR[BUT[ON FORMULA
ADT
· Trtp Rate Per 1000'
Land Use General Description Gross Square Feet
Truck Terminal Facilities where goods .are transferred 9.86
between trucks, trucks and railroads;
or trucks and airports.*
General Industrial Typical uses are printing plants, material 5.46
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.
Manufacturing Primary activity is the conversion of 3.99
materials or parts into finished products·
1)
Warehousing Facilities which are all or largely devoted 4.50
to storage of materials.
Hotel Place of lodging which generally contains 10.50 (Per Room)
one hundred (100) or more lodging rooms or
suites and which could include restaurants,
cocktatl~lounges, meeting rooms, banquet
rooms, and other retail and service shops
Withtn~the same building.
Motel 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.
General Office Office building housing one or more tenants 12.30
Building and is the location where the affairs of a
business, commercial or industrial organization,
professional person or firm are conducted and
relatedsupport services.
Research Center Facilities or groups of facilities devoted 5.30
nearly exclusively to research and develop-
merit activities.
Recreational Club Privately owned facilities including tennis 11.70
courts, swimming pool's, racquet ball courts,
handball courts, and other minor gymnastic
facilities.
Dinner House Eating establishments of high quality in 56.30
Restaurant . interior furnishings and food which generally ..
have a customer turnover rate of one hour or
longer and are not open 24 hours per day.
Page 1 of 3
C~NTRAC RECORDS
-. 18
OYSTER POINT CONTRIBUTION FORMULA
AOT
· Trip Rate Per 1000'
Land Use General Oescription Gross Square Feet
High Turn-over Eating establishments which ~nerally have 164.40
Restaurant a customer turn-over rate of iess th~n one
hour, including, but not limited to, coffee
shops, cafeterias and delicatessens.
Shopping Center An integrated group of comercial est-
ablishments which is planned, developed
owned, and managed as a Unit:
Under 50,000 Gross Square Feet 115.8
50,000 Gross Square Feet and G~eater .79.1
2)
General Commercial Establishments contained within freestand- 48.00
lng commercial buildings including strip
commercial buildings.
Banks and.Savings Contain banks or savings and loan 74.00
and Loan facilities.
Marina Public or private marina with some 3.2/berth
having social activities scheduled
throughout the week.
3)
Single Family Dwellings lO.O/unit
3)
Townhouses 9.0/unit
3)
Condominiums and 5.0/unit
Apartments
Except for general office buildings and banks and savings and loan use, all,and use
listed above shall be calculated at the applicable primary land use rate notwith-
standing the fact that the use may include up to 25% of office use ancillary to ~qe
primary use. Office use exceeding 25% for a given structure shall be computed at
the general use rate as set forth above. Any other uses in the same structure shall
be computed as a separate use of that structure.
The following typical example would apply to a 50,000 square foot industrial
building which contains 30% Office, 2% Delicatessen, 8% General Industrial and
60% Warehousing:
Average Trip Rate ADT
Square 1000 Sq. Ft. of Trip
Use Feet Gross Floor Area Generation
Office 2,500 (15,000-12,500) 12.30' 30.75
Delicatessen 1,O00 164.40 164.40 ..
General Industrial 4,000 5.46 21.84
Warehousing 42,500 (30,000+12,500) 4.50 191.25
' 408.24
In this .case, the total trip generation would be 409 trips per day.
. C~NTRAI..RECORDS
*See next page
*For specific definitions of land use categories and data supporting trip generation
rates see 'Trip Generation Second Edition - 1979" prepared by the Institute of
'Transp6rtation Engineers' A copy of this report, including use definitions and
variations of the above itsted rates, has been placed in the files of the Depart-
ment of Con~nunity Development, 400 Grand Avenue; South San Francisco', CA 94080.
l) A Traffic Impact Analysis of the Proposed Oyster Point Business Center; TJX,
Transportation Consultant, Dec. 1981. · '.
2) CALTRANS -"17~th Progress Report on Trip Ends Generation Research Counts;
December, 1979;
3) Terrabay Development; Final Environmental Impact Report; AUgust; 1982
Page 3 of 3 2 0 "mi
CEN'I'F"~L RECORDS
· .
EXHIBIT "B" T0 RESOLUTION NO. 71-84
OYSTER POINT SEPARATION FUND REPAYMENT FORMULA
Any funds collected in excess of those needed for the local share of the Cost of
Construction of the Oyster Point Separation shall be refunded to developers in
the same proportion that the ADT of their particular project bore to the Total
ADT upon which the total contributions by all developers to the Oyster Point
Separation project were based. Refunds to be made shall be determined in accord-
ance with the procedure outlinedon Page 2 of this exhibit setting forth examples
of payment refunds. Refunds, if any are to be made, shall be made on a date not
later than ten years and two months after final acceptance by City of the work
to construct the Oyster point Separation.
In the absence of excess payments toward.the principal of the project, no 'refun~d
wi~ll be made for interest'earned on such payments; such interest will be applied
to the Agency's share and will be reimbursed to the Agency. If the net local
share exceeds total payments into the principal of the fund, there will be no
repayment 'to developers unless additional payments made by other developers follow-
ing the date of project completion bring total payments to a level exceeding the
local share.
RECORDS
EXAHPLES OF ~AYHENT REFUNOS
ASSUHPTIONS
1 2 3 4
Project Total % Pmt. Repaid Amount of Repayment*
AOT Payments Project AOT $1;380,000 x COL. 3
divided by' ·
total AOT
Developer "A" 37,000(1) $3,800,000 :357 $492';660
Developer "B" 4,000 650,000 .039 53,820
Developer "C" 3,750 600,000 .036 49.680
Developer "D" 12,000 1,900;000 .116 160,080
Developer ~E" 7,000 1.100;000 .067 92,460
Redevelopment Agency
(Including Future) 40.000(1) 2,500,000 .38.5 531;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 ~1 - Assumes net local share cost = $8.500,000
Assumes total interest earnings - 1,000,000
Total excess payments = $1;250,000)
Total excess interest = 130,000) 1,380,000
· Repayment calcUlated by mutliplying
excess payment and interest costs by
% of ADT in Column 3 (amount in this
example shown in Column 4 above);
Example J2
Assumes net local share cost = $10,750;000
Total interest earnings = 1,250,000
Total excess payments : 0
Total excess interest : 250,000
(Note: In the absence of excess payments no
repayment will be made and excess interest
will be applied to agency share of future
contributions:)
Examp)e J3
Assumes net local share cost: $12.000,000;
Assumes total interest earnings = 1;250.000
Total excess payments = 0
Total excess interest 0
(Note: Because net local share exceeds total
Payments will be no repayment to developers ' 2 2
unless more than $1;000,000 in additional-pay--
ments are made by other developers following
date of project completion:) CENTRAL RECORD(
Page 2 of Exhibit ~E N~,,.~'"'~'~--/~'-
EXHIBIT "B" TO RESOLUTION NO' 71-84 ..
, OYSTER POINT SEPARATION FUHO 80UNOkRY
· ' UEXHZBXT D'
Con~encln9 at the intersection of the centerline of Colin4 Creek with the cen-
terline of South Airport Boulevard; thence* 41o'og said centerline of South
Airport Bou!eyard, northerly and northwesterly to the .centerltne o1' State
?
Highway 10! (Bayshore'Free~vay}; thence along the ,centerline of said highway,
northerly and northeasterly to a point opposite the prolongation of the
southerly boundary line of the Parcel Rap filed for record at Book 53 of Parcel
Maps at Pages 82, 83, 84 and 8S, San Mateo County Records; thence along said
prolongation to the southeasterly corner of said Parcel Flap; thence westerly
along said southerly boundary line to the northerly right-of-way line of
Hillside Boulevard; thence along the northerly right-of-way line of Hillside
Boulevard, being contiguous with the southerly line of Parcel ! of said Parcel
Map'to the lands of the South San Francisco Unified School District; thence
leaving Hillside Boulevard~ northwesterly, northeasterly, and easterly along the
boundary of Parcel X, to its intersection with the most westerly corner of
Parcel 2 as shown on said Parcel Map; thence along the northwesterly and
northerly boundary of Rarcel 2, ~ortheasterly and easterly, to the northwesterly
boundary of Bayshore Highway as said highway is shown on the above referenced
Parcel Map; .thence southwesterly along the southeasterly boundary of said Parcel
Map contiguous with .the northwesterly line of Bayshore Highway to & point of
intersection with the South San Francisco City limits; thence easterly and
northeasterly, along said City limit line to a point intersecting a line bearing
due East being the p, rolongation of the property line common to Tide Lots 18 and
31 (Section 1S, Township 3 South, Range 5 West); thence along said line, due
East along the southerly property .line of Tide Lots 18 and 17 (Section
. C=_.NTRAL.
., .OYSTER POINT SEPAR~ FUND BOU,~JOARY
' ~ P a~le -2-
~ownshi~ 3 South, Range 5 West} and 24, (Section 14, T3S, R6~} ~ ~ point o~
~ tntersec~1on of the South boundary of said TJde Lots Z4 end the northerly lJne
of the shJp channel (250 feet ~Jde) as establJsh~ by the San FrancJsco
Line Board on December 5, 1936 and as sho~n on ~e Parcel Hap, ~ster
6usJness Park flled at Book 52 of Parcel Haps, Pages 58 and 59, San ~teo County
Records, thence along the northerly line of said ship channel ~ Jts pofnL
~ntersectlon ~Jth the northeasterly llne of Tide Lot 2~ (Section 14, T3S,
thence South 45o ~as~ a~ong ~he northeasterly boUnd=fy lines of Tide Lot Z1, ZO
and 30 (Sec~1on 14, T3S, RS~) to the easterly line of said Lot 30; ~ence ~ue
South a~ong the Eas~ property ~ine of Tide Lots 30 (Section 14} and TJde Lots
14, 19 and 30 (Section 23, T3S, RS~} to.the southeasterly corner of T1de Lot
thence South 45° ~est a~ong the southeasterly property lJne of Tide Lot 3
~ (Section 25, T3S, RS~} to a point on the south~ester!y corne~ of said Lot 3;
thence due ~est, a~ong the southerly lJne of T1de Lo~s 4 and 5 (Sect{on 25}
~e southeasterly corner of Parcel 4 of ~e Parcel 14ap filed at Boo~ 38, Pages
27, 28 and 29, San Ha~eo County Records; thence ~ester~y a~ong ~e* southerly
boundary or Parce~ 4, Parce~ 2 and Parce~ 1 as shown on said map to th~ sou~-
~esterly corner of Parce~ 1; thence South 15° 29'04" ~est, a dJstance of 23.55
feet; thence due ~est 30 feet, more or less, to the easterly lJne of Parcel B
shown DE the Parcel Hap filed aL *Book 25, or Parcel Haps at Page 49, San
County Records; thence along the East boundary o~ saJd Parcel B, along a cu~e
to the right ~1th a radius of 372.24 feet, a d~stance oF 20 feet, more or ~ess;
thence contJnulng a~ong sald easterly line, South 15o 29'04" ~est, a distance*of
127.76 feet ~ the southeasterly corner o~ Parcel B; thence a~ong ~e Sou~
- ' ~oundary of sa~d ParceT B due ~est, a distance of 561.59 ~eet ~ ~e sou~-
~esterly corner of Parcel B, being also ~e East rJgh~-of-~ay lJne of
2.1.
' · No.=
"~ .. .' OYSTER P01N~ SEPAl.. N FUN0 BOUNOARY
__ Ltttlefield Avenue as shown on the Subdivision 14ap of South San Francisco
Industrial Park Unit g-E, filed at Volume 5S of Final Maps at Pages gO and 21;
thence due North, a distance of 14¢.00 feet alon~ the E~st right-of-way line of
Littlefield A~'~nue to the South boundary line of said subdivision map; thence
along said boundary line, due '~est a distance of 1,024.98 feet; thence along a
curve .to the right having a radius of 314,568 feet, subtending an angle of
7Z° 13'0¢" a distance of 396..49 feet; thence, Continuing along said subdivision
map boundary, South 0° 06'30", East a distance of 28.06 feet; thence along a
curve to the left with a radius of 355.263 feet, subtending an angle of
6o 22'26", a distance of 37.30 feet; thence North 17o 07'24' West, a distance of
1.3S'; thence along a curve to the right with radius Of 349.265 feet, subtending
an angle of 17o 13'S4", a distance of 105.04 feet; thence South 89° 53'30" East
-" a 'distance of 20.00 f. eet; thence South 0° 06'30" East, a distance of 8.26 feet
to the northeasterly corner of Lot 5 as said Lot is shown on the Subdivision Rap
of South San F, rancisco Industrial Park Unit No. 1, filed at VOlume 46 of Final
Maps, Pages $, 6 and 7; thence along the easterly line of Lot 5 and Lot 4, Block
6, -as shown on said map, South 0° 06'30" West, a distance of 59.27 feet; thence
along a curve to the left with a radius of 369.265 feet, subtending an angle of
· 17° 13'54" East a distance of 111.06 feet; thence South 17° 07'24" East, a
distance of 94.99 .feet to the 'southeast corner of Lot 4; thence along the
southerly line of Lot 4, North 80° 25'16" East a distance of 3¢2.09 feet to the
easterly line of Harbor Way as shown on said subdivision )lap; thence along t~.~
easterly right-of-way li~e or Harbor Way, South 0° 06'30" West, a' distance of
14.00 feet; thence North 8g° 53'30" West,. a distance of 60.00 feet ..to the
~ ~esterly right-of-way line oP Harbor Way; thence along said .line, along a curve
to the left with a radius of 360 feet, a distance of 29.09 feet; thence leaving
. CZ~I'i~AL. RECORDs
.jJ~ :"" OESCRIPI ION ~j
~,.. .. OYSTER POINT SEPAR*, FU~ID BOUUDARY
" :Paj/e -¢-
·~atd ri'ght-of-way, North 890 53'30" West, a distance of Z63.92 feet to the
easterly line of Lot 5, Block $ as said Lot is shown on the above referenced
Subdivision Map of South San Francisco Industrial 'Park U~it No. 1; thence North
8g° 53'30" West, a distance of 120.00 feet to the centerline of Colma Creek as
sho~m on said subdivision map; thence along said centerline of Colm~ Creek to
the centerline of South Airport Boulevard and the Point of Beginning.
CENTRAL RE;CORD:~
RESOLUTXON NO. 10~-qfl
CITY COUNCIL, CITY OF SOUTH S~M~ FRANCISCO, STATE OF C~LIFORNIR
A RESOLUTION ~M4ENOING THE OYSTER POINT GRADE SEParATION
PROJECT SCOPE AND THE OYSTER POINT ~NTRIBUTION FO~
9tI4EREAS, on Nay 23, 1983, based on the Final Report of the Oyster PoLnt
Boulevard Highway 10l Grade Separat£on FeasabLlity Study prepared by George S.
Nolte and AssocLates in February 1983, the CLay CouncL1, by Resolution No.
84, establLshed a development fee tLtled the Oyster PoLnt ContrLbution
Formula, a reimbursement methodology titled the Oyster Point Separation Fund
Repayment Formula, and L4entLfLed the area subject to payment based on the
Oyster Point Formula and benefitted by the constuction of the Oyster Po£nt
Interchange; and
WHEREAS, the 1983 Nolte study LdentLfLed included the 'southbound on-
ramp at existing scissors off-ramp·, commonly referred to as the hook:amps as
part of the Oyster Point Interchange Project~ and
WHEILEAS, all elements of the Oyster Point Interchange Project except the
hookramps have been constructed; and
WHEREAS, the traffic analysis Ln the draft Terrabay EIR indicates that
'flyover from Southbound HLghway lO1 to eastbound Oyster PoLflt Boulevard will
be necessary in the future; and
WHEREAS, addLtLonally, if the City commences consttuctLon of the
hookramps, the CalLfornia Department of Transportation will reclu£:e
construction of the flyover; and
~clEREAS, based on these circumstances, the Director of Public
recommends Lnclusion of the southbound,flyover Ln the project descr£pt£on of
the Oyster Point Interchange as prev£ously established by the 1983 Nolte
Study; and
~EREAS, based on the land uses authorized Ln the recently adopted East
of LO1 Area Plan and analysLs set forth Ln the staff repo~c, the DLrector of
PublLc Works recommends amendment of the Oyster Point Contribut£on Formula
thereby effectively reducing the current fee by approxLmately 22 percents and
9~EREAS, the O£rector of Public Works further recorr~ends amendLng the
O~ster Point Contribution Formula to authorize use of the most recent
of · Trip Generation· prepared by the InstLtute of Transportation Engineers for
land uses not specLfically identLfied Ln ExhibLt 1 of the Contribution
and to allow the traffic generation to be determ£ned based on a traffic study
for those land uses not included in ExhibLt A or the most recent edition of
Trip Generation~ and
WHEREAS, notLce of this heatLng was published as required by state law.
NOW, THEREFORE, RE IT RESOLVED by the CLay Council of the City of South
San Francisco;
1. The ·Oyster Point Contribution Formula', as adopted by Section
of Resolution No. 71-84, is hereby amended, in its entirety, to read as set
forth in Exhibit A hereto.
2. The Oyster Point Interchange Project, as described in the 'Final
Report of the Oyster Point Boulevard Highway IO1 Grade Separation Feasab£1£ty
Study' prepared by George S. Nolte and AssocLates in February 1983 is hereby
amended to add the flyover connecting southbound Ninhway 101 to Oyster Point
Boulevard easterly of High,ay 101.
. #Lth ~he oxceptLofl of the ~endmen~l oe~ forth Ln Z~e~uo Z &nd 2
&bove,3~ho p~ovXeLoflo of ReooZutLon #o. 7Z-84 ,h&ZZ rem&Ln Ln fuZZ forco &rd
effect.
X hoFeb¥ ceF~Xf¥ tha~ the foFeg°Zng ReeoZutLon wao reguZarZ¥ ~ntroduced
and adopted bM the CL~¥ CouncLZ of the cLty of Sou~h 8an Fr&flcLoco at ·
regular meotLng.heLd on the ~h day of dun~ ,
1996 by ~he fo~wLng voter
AYES: Counci. lmembers Eugene R. ~11tn, John ~. Penna, ~0bert Yee
and ~¥0r Pro Tern Joseph A. Fernekes
NOES: Nofle
ABSTAIN: None
ABSENT: l~yOr Jack Oraqo
A~ESTz /S/ Barbara A. Battaya C£ty
OYSTER POINT CONTI~BUTIO~ FORMULA
~ I. G~n~ral ~ovi~or~
Conm'bu6oos ~ ~ ~ u~a ~da~ Av~, ~y T~p (~
Gmn ~e f~ge ~ ~t ~lude ~ fi~ o~ lobby ~ ~
(S) ~ for ~1~ ~ ~ ~ ~ ~ ~ ~ ~
a co~lm ~pH~om
3, Me~ of Paym~
(a) In ~ ~ ~ ~ ~~ of ~ s~ ~ ~c prim
(b) ~ M~ ~ (i.e. ~ ~ ~ to ~fiou of ~
· E~l~d co~ for a ~'il~ ~i~ ~ ~o~on No. 7~.
· * J~ I~ ~g~e~g N~ ~co~ ~~~ ~ I~ for ~ F~. l~
~X~~TO RESOLUTION NO. 10~-96
10
..... EXHIBIT 1 1'O
OYSTER POINt CONTRIRIITION
ADT Trip
Land Use Gener~t l'~scription Oros~ Square F~it
Truck Terminal Facilities where goods am tnmt'rm:d between truck,~
trucks and railroads, or uue~ and alrpoas. 9.86
Gtncralledu~trial Typical uses are printing plants, nmtetial testing
laboratories, assemblers of data processing equipmcnt,
and power suaion.s which usually employ less than SOO
employe~ with an emphasis on uses other than
manufacturing. S.46
Manufac'an~,ng Prima~ activity i.~ thc conversion of materials or l)~t3
into finished products. 3.~9
Warehousin$ Facilities which are all, or largely devoted to slorage of'
materiels. 4.50'
Hotel Pl~ce of lod~in~ which generally contains one hundred
(.100) or mote lodt, ing rooms or suites and which could
include restaurants, cockt.xil lounges, meeting rooms,
b~.qtl~ K)OtaS, and ot]3~ t'etaJ] aztd se4'vice ShOpS within
,d~ sunc lx~ila_i--., 1050 (P~ Room)
M0tcl Plnce of lodging which ordinarily contains less than one
hundrc, d (100) rooms or suitcs whi~ could tnclude a 10.14 (PcrRoom)
~aurnnt on the same premises.
General Oi~cc OfF, toe b~ilding housing one or mor~ tennnts nnd is the
Building location where the afl'airs of a Ixtsiness commercial or
industrial organization, professional person or firm m'e
conducted and related support scrvi_oes___ 1230
Research Center Facilities or group of facilities devoted nearly
exclusively to research and dcvclo~t activities. 530
Page I or 3 - '--. 1 1
f. XHIBIT 1 TO
OYSTER PQ[I~ CONTRIBUTION FORMULA
ADT Tripl~1000*
Lend Use C~eral r~.cri~o~ Gross ~u~re Feet
gec~eational Club Privately owned faciliti~ incl,~;,,$ tennis ~
~ o~ ~ ~~ f~iliti~ 11.70
. Di~o~R~t ~$ ~~~ of ~ q~i~ ~
~n~ ~d ~ ~ ~ly ~e a ~o~
~ov~ mc of ~ ho~ or bn~ ~ ~ ~t o~ 24
~ ~ ~y. ~30
Hi~ T~v~ R~t ~6ng ~li~ ~ sen~y ~ a
t~ov~ rotc of ~ ~ o~ ~, ~1~ but ~t
limlt~ to. ~ff~ ~, ~~ ~ ~H~~ 1~.~
Shopping ~nt~ ~ ~t~ ~ of ~~i~ ~li~ w~ch
~ pl~ ~cio~, o~ ~ ~ u a ~t
General Commercisi F. stabli~hr,~ent* contained within f~r.e~g ~ommc~cial
buildings includin~ strip commercial building.
Banks and Savin~ & Loan Comain banks or savin~ and loan fac~t~es. 74.00
Marina Public or private m~ine with some h~ving so~ial
a~ivitie~ :~d~l~ thruughou~ ~he w,~k. 3.2/berth~
Single Family Dwcllia~ 10.0bruit~
Townhou.~s 9.0/unit~
Coedomi~ium.~Aparuucnts ~.0~uuir~
calcula~cd at the applicable pfima~y land use rote notwit~~ the fact that the use may in~lud~ up to
25% of o~ce u.~ aa,,'ill~ to the primary use. Office me exceod~n$ 25% for a ~tven smictute shall be
as a separate u.~ oftlm ~
. .'-. F.~I~iT ! TO ,
OY.~TER POINT C~NTRIRI fllt'lN I~ORMtlI, A
For land uses not provided above, tn'p generation ~hall be ba~ed upon land wes from the currenf edition
of 'Trip Generation" prepared by the l~tirute of Tra~portatlon F. ngineer~ or ba~d upon a Irate
engineering study should the land we not provided In either.
Thc following typical ex,unple would ~pply to a 50,000 squerc foot ind~ building which contains 30%
Aver~c Trip Retc 10OO
~l. Ft. of
~ Rquare Feet ,Qrc~ Floor Area ADT Trip Generation
Office 2,.S00 (15,000.12,500) 12,30 30.7~
Delic-,tessen 1,000 164.40 164.40
Crener~ [ndustri~l 4,000 5.4~ 21
We:cbousing 42,~00 (30,000 * 12,$00) 450
/'ora/ 408.24
Ln this cas~ thc total ~p I;cncmtion would b~ 409 trips ~ day.
'For specific definitions of land us~ categories and daze suppaning trip
Gcncretioa SeCond Edition - 1979' p~cpe, rcd by thc I~tiru~c ofTmnslxn~tion i~ngjnccrs. A copy of riffs
rel~ including use definitions and variations ofthe above lis~ed reefs, hzs been pl~ed
[~a~..~nc of Communiv/Dcv¢lopmcnt, 400 Graz~ci Avenue, South San Francisco, CA 94080.
I. A Tzet~ic Impec; Analysis ofr~c Proposed Oyster Poin; Business C~n;cr.
Transportztion Consultant, December lgg !
2.CalTr'~ns - 12th Progress ILeport on Trip Ends Gencretion Research Counts, Decemlxn-
'i'crrabay Do'clopmcn~ F'mal Enviro~ca~l Impa~ Rcl)or~ Augu~ 1982
Pagc ~ of 3 .... 1 3 ~V
RESOLUTION NO. 1~?-9~
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION ADDINGADDITIONAL LAND USES FOR THE
OYSTER POINT G~ S~PARATION CONTRIBUTION FORMUT.~
WHEREAS, Resolution No. 102-96, adopted June 26, 1996, amended the
"Oyster Point Contribution Formula" used t° calculate development fees for
properties benefitted by the construction of the Oyster Point Interchange, by
revising ~he contribution formula including the fee charged per trip
generated, but the trip generation figures associated with existing land uses
defined in the formula were not amended by Resolution No. 102-96; and
WHEREAS, the contribution formula, as amended by Resolution No. 102-96,
uses trip generation figures developed from specific land uses; and
WHEREAS, although Exhibit I to the contribution formula, as amended by
Resolution No. 102-96 contains trip generation figures for certain land uses,
and contains provisions for land uses not listed in Exhibit i to the
contribution formula, it would be beneficial to amend Exhibit i to the
contribution formula to include additional land uses with their associated
trip generation figures; and
WHEREAS, the Director of' Public Works recommends that Exhibit 1 to the
contribution formula be. amended to include the following land uses and their
associated trip gene~at'ion~fi~ures:
Averaae Daily Trips ¢~'ADT")
1. Gasoline Service Station 174.71 per fueling position
without convenience store
and car wash
With convenience store 162.78 per fueling position
With convenience store 145.71 per fueling position
and car wash
2. Convenience Market
Without gasoline pumps 739.99 per 1000 gross sq. ft.
With gasoline pumps 845.60 per 1000 gross sq. ft.
3. Free-Standing Discount Store 70.13 per 1000 gross sq. ft.
4. Discount Club 42.63 per 1000 gross sq. ft.
5. Car Storage 403.33 per acre of parcel.
6. Car sales only 307.99 per acre of parcel.
7. Car sales with Service 47.91 per 1000 gross sq. ft. plus
& Parts Sales 307.99 per acre of parcel in excess
of 3.50 acres
WHEREAS, notice of this hearing was published and otherwise provided as
required by state law.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South
San Francisco that the "Oyster Point Contribution Formula" is hereby amended
to read as set forth in Exhibit A attached hereto, including Exhibit i to.
Exhibit A.
* * * * *
I hereby certify that the foregoing Resolution was regularly introduced
and adopted by the City Council of the City of South San Francisco at a
meeting held on the 9th day of October , 1996 by the following vote.
AYES: Councilmembers Eugene R. Mu111n, Oohn R. Penna. Robert Yee
NOES: and Mayor Pro Tem JoSeph A. Fernekes
ABSTAIN: None
ABSENT None
ATTEST: /S/ Barbara A. Battaya
City Clerk
A: \ O¥STRPNT .ADD
EXHIBIT I TO RESOLUTION NO. 152-96
OYSTER POINT CONTRIBUTION FORMULA
ADT Trip
Land Use General Description Rate/1000
Gross Square .Feet
Truck Terminal Facilities where goods are transferred between
trucks, trucks and railroads, or trucks and
airports. 9.86~
General Industrial Typical uses are printing plants, materialiesting
laboratories, assemblers of data processing
equipment, and power stations which usually
employ less than 500 employees with an
emphasis on uses other than manufacturing.
5.46~
Manufacturing Primary activity is the conversion of materials
or parts into finished products. 3.99~
Warehousing Facilities which are all, or largely devoted to storage
of materials. 4.50'
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 10.50 (Per Room)
building.
Motel Place of lodging which ordinarily contains less :
than one hundred (100) rooms or suites which
could include a restaurant on the same 10.14 (Per Room)~
premises.
General Office Office building housing one or more tenants
Building and is the location where the affairs of a
business commercial or industrial
organization, professional person or firm are 12.30~
conducted and related support services.
Research Center Facilities or group of facilities devoted
nearly exclusively to research and 5.30~
development activities.
EXHIBIT I TO
OYSTER POINT CONTRIBUTION FORMULA
Land Use General Description ADT Trip Rate/1000
Gross Square Feet
Recreational Club Privately owned facilities including tennis courts,
swimmin~ pools, racquet ball courts, handball
courts and other minor gymnastic facilities. 11.70~
Dinner Eating establishments of high quality in interior
House Restaurant furnishings and food which generally have a
customer tumover rate of one hour or longer and
are not open 24 hours per day. 56.30~
High Turn-over Eating establishments, which generally have a
Restaurant customer tumover rate of less than one hour,
including, but not limited to, coffee shops,
cafeterias, and delicatessens. 164.40~
Shopping Center · An integrated group of commercial
establishments which is planned, developed,
owned, and managed as a Unit
Under 50,000 gross Square feet 115.8~
50,000 gross square feet and greater 79.1 ~
Genzral Commercial Establishments contained within freestanding
commercial buildings including strip commercial
buildings. 48.003
BankS andSavings Contain banks or savings and loan
& Loan facilities. 74.00~
Marina Public or private marina with some having
social activities scheduled throughout the week. 3.2/berth2
Single Family
Dwellings 10.0/unit4
Townhouses 9.0/unit4
Condominiums/
Apartments 5.0/unit4
EXHIBIT I TO
OYSTER POINT CONTRIBUTION FORMULA
ADT Trip Rate/1000
Land Use General Description Gross Square Feet
Gasoline/Service Automobile service station including facilities for
Stationt fueling motor vehicle& may also include facilities
for servicing and repairing motor vehicles, may or
may not have convenience stores or car washers.
The maximum numberof fueling position shall be
applied for each gasoline pump or island. ~4
fueling position is defined as a space that allows a
vehicle to access an individual fuel dispenser.
Therefore, the total number of pump hoses equal
the toltal number of fueling positions.
without convenience store and car wash 174. 71 ~ per
fueling position
with convenience store 162. 78~ per
fueling position
with convenience store and car wash 145. 71~ per
fueling position
Convenience Market Market selling convenience foods,' newspapers,
magazines, and often beer and wine, may have
gasoline pumps.
without gasoline pumps 73 7. 99~
with gasoline pumps 845.60~
Free-Standing Often the only store on a site, but can also be
Discount Store found in mutual operation with a related or
unrelated supermarket, garden center, and/or
service station, or as part of neighborhood 70.13-~
shopping centers.
Discount Club A discount club is a discount store/warehouse
whose shoppers pay a membership fee in order to
take advantage of discounted prices on a wide 42.63~
variety of items.
EXHIBIT 1 TO
OYSTER POINT CONTRIBUTION FORMULA
ADT TriP Rate/1000
Land Use General DesCription Gross Square Feet
Car Sales ?Generally included are automobile service and parts sales,
with Service along with sometimes substantial used car sales operation,
and Parts leasing activities, and truck sales and servicing. An
Sales average facility of 30, O00 gross square feet of building is
sited on a 3.50 acre parcel. For a larger site, an additional
trip rate is applied at a value of equal to 75% of the
average facility, which would represent the sales 'componet
of the trips generated. This trip rate is 307.99per acre.
parcel less that 3.50 acre area 47.91~
parcel greater than 3.51 acre area 47.915 per 1000
Gross Square
Feet plus
307.99 per acre
of parcel in
excessive of
3.50 acre
Car Sales Only Open and/or enclosed area used to'display vehicles for
purpose of sales, may include sales o~ce. Since a car sales
only use would not include service and parts sales as a main
function, the trip generation rate is based upon 75% of a Car
Sales with Service and Parts Sales use. ~4n average facility
with service and parts sales consist of a 30, 000 gross square
feet of building sited on a 3.50 acre parcel. ~lpplying trip rate
equal to 75% of the average facility wouM represent the sales 307.99 per acre
only use. This trip rate is 307.99 per acre. Rate wouM of parcel
include any' and all buildings related to the use.
Car Storage Open and/or enclosed area used to store vehicles for a period
of time prior to transferring to a related use, i.e. (car rental or
car sales); may include administrative offices, security building
or servicing arew Based upon a car parking space width of 8. 5
feet and length of l 8 feet, a one acre parcel can be configured
with 7.97 rows ofparkingwith 1687 cars in each row. The one
acre parcel will contain 134.44 stored vehicles. Each stored
vehicle will generate 3 trip ends - 2 for the movement of the
vehicle on and off the parcel and 1 for transporting a driver to
or from the parcel which is considered a part of a pooled driver 403.33 per acre
transport, of parcel
4
EXHIBIT I TO
OYSTER POINT CONTRIBUTION FORMULA
Except for general office buildings, and banks and savings and loan use, all land use listed above shall
be calculated at the applicable primary land use rate notwithstanding the fact that the use may include
up to 25% of office use ancillary to the primary use. Office use exceeding 25% for a given structure
shall be computed at the general use rate as set forth above. Any other uses in the same structure shall
be computed as a separate use of that structure.
5
EXHIBIT I TO '~
OYSTER POINT CONTRIBUTION FORMULA
For land uses not provided above, trip generation shall be based upon land uses from the current edition of
"Trip Generation" prepared by the Institute of Transportation Engineers or based upon a traffic engineering
study should the land use not provided in either.
The following typical example woUld apply to a 50,000 square foot industrial building which contains 30%
Office, 2% Delicatessan, 8% General Industrial and 60% Warehousing:
Average Trip Rate 1000 Sq. Ft.
of
Us.__~e Square Feet Gross Floor Area ADT Trip Generation
Off,ce 2,500 ( 15,000 - 12,500) 12.30 30.75
Delicatessen 1,000 164.40 164.40
General Industrial 4,000 5.46 21.84
Warehousing 42,500 (30,000 +12,500) 4.50 191.25
Total 408.24
In this case, the total trip generation would be 409 trips per day.
1. "Trip Generation Second Edition - 1979" prepared by the Institute of Transportation Engineers
2. Traffic Impact Analysis of the Proposed Oyster Point Business Center, TJKM Transportation
Consultant, December 1981
3. Caltrans - 12th Progress Report on Trip Ends Generation Research Counts, December 1979 ~
4. Terrabay Development, Final Environmental Impact Report, August 1982
5. "Trip Generation Fifth Edition-1991", and "Trip Generating-February 1995 Update to the Fifth Edition",
prepared by the Institute of Transportation Engineers
Normal Type Previously Approved Land Usage Index
Italic Type Added Land Usage Index
6
Exhibit L
COVENANT AND ENVIRONMENTAL RESTRICTION
J. CIIIRAGO TITLE COMPANY
OFFICIAl. ~ 01.' IIM4 IIRTEO COUNTY
R~£SJOR.-t~TY I~.F, RK-R~R
WllEN RECORDED MAIL TO: ~
BayWgsTCo~'g, LLC CHICAGO TITLE INSURANCE C0#PANY
6(~ Towmcnd Sm:et
S~m Francisco. Cdil'omia 94103 98-013813 0~103198
SPACE ABOVE Tltl$ LINE FOR RCCORDER'S
TITLE(Si
COYENANT AND I~N'Y'IRONMIi:NTAL RESTRICTION
Order' ~(~ / r)e,~erinfion' ,g8 1,3813 Paae I of 26 Comment: J COST
COVENANT AND I;'.NVII~ONMENTAL
RESTRICTION
This Decl'~mdon and Covenant affecting the use of real property is m~c ns of the 26th
day ofJnnuo, p/, 1998 by Bay West Cove LLC, n California Limited Liability Comp,'my
("Covennntor"), which is the owner of certain real property situated in the City of South San
Francisco, County of Sun Malco, Stale olrCalil'omin, ns more fully described in paragraph I.I I
of this Covennnt (thc "Properly") I'or the benefit of'the Covenantor, its Successors nad Assigns,
Owners, Fo~mer O~vncrs nnd lite $~e of Califomin by and through thc Rel~ionai Water (~unlJly
Commi Hon~d ("RW(~B)~ ~th n~ferenCe to dte I'ollowing facts:
RECITAl
A. The Property isa fromm', =~-~ ora stud mill and falwication plant on which industrial
waste (principally insoluble c°mpmtnds oflead and. petroleum hyde) has impacted
sUrt'nce levels of soils on portions °fthe Property. In some instances the impnclcd soils have
bccn determined to constitute Imznnlous harm*iai.as dcfinc~l herein. Thc site inv,~igntion prior
to linc implementation ofnpproved remedin~ion activities on thc Property has rcvenicd Iha! the
onshore contamination is ~ncipatly Ioc.~tcd in the top one tn four feet of surface soils nnti no
~xpprecinbfe impact hes been detected to subsur~ ip*ound water, Certain cntshed coitcrete
material ires beq.m placecl on a Ilmtion of the Papery ns depicted an Exhibit "P,". Prior lo its
placement the material h0s been nnnly'~cd using the Total Cheracterisdc I.enchnte Procedure.
l~seci on the results of the'annlysjs R~,V(~B stnlTb, ts concluded that priority meals, total
PCiYs nnd Iotnl PNA'.~ detected in die crushed concrete do not exhibit hazardous whale
ch.',mctcristics and that the material docs not pose a long lenn threat to the underlying
f~o~'e~tant and Envir(mmental Rtsirkllan - IlA,gl. PiKe
Order: 66 Description: 98.13813 Page 2 ot'26 Comment: J COST
8rouRdwater or the San Frmieisco
~. ~Q Pm~y ~ ~fl t~ ~tbj~t o~i~ti~t~l ~' t~ Cov~nutor in conj~tion
p~lic h~th or mfcty. R%V~B Is t~ a~od~ k~m n~y with j~ktiop over (i)
the approval ~d ~fo~cment of this ca,am. (ii) the adoption of elan-up ~ui~men~ fe~ the
Pm~ny mtd (iii) accep~e and nmificadon ofmtis~t~, completion of the cl~-up
rcqui~ma~ts for Ihe Pm~y.
C. CoYt~ta Im m~ t~ ~i~im ud h~ t~ndemken ~in co,dye
t~d~h o~th~ ci~ ~il ~ on ~ P~y, is ~ttaclt~d hc~to u t~xhibit "B" ud ~ulty
inco~mted by this ~fe~e. ~ pu~ o~the ~'e)' ~ is tn pmv~ ~i~ ~or the
~t foflh in this co~m. ~e suwey
lite ~e or n~ of I~s M~,;tls, nor s~uld the s~ ~tn ~ u~ ~ n
substitute for any ~i~' ind~.d~.dili~ ~ investi~tion.
Covtnan! and Environmealll Restriction - I1/!1~l? - PaRe
Order'. 66 Description: 98.13813 Page 3 of 26 Comment: J COST
E. In addition Io die Pmpcr~y described in ..~tion I. I I hereof. Cnvcnantor is Ibc owner
of approximately 120 acres ot'adjoininll pm~ny ("Offsllor~ Pm~ny") located end~iy within
die ~n Fmei~o flay. Such ol~tn~ pm~y is die ~bjc~l of R%VQCfl Order No. ~}6-IO2, and
such pmpcny is dic subjcc~ ora ~pam~e dcclnmlion and covcnnm ~wccn RWQC'II and
Covcnamor. 'l~e l~mpc~y deeded herein (Secdon I.I ! ) {s not intended m
oll~ho~ covcnnm, and die Ofl~im~ ~ny is not intended Io ~ affected by this Covenant.
Notwithstn~ing Ibc lb~going ~y Own~ who constmcls, tccons~cts or =pl~cs ~e pdm~
sto~ d~in outFali syslcm in thc a~a ~ d~ictcd on Exhibit "Ir', shall do m with care, ~ that
die disruption ofollgho~ ~intcmtntion is ~nsonnbly minimi;:d.
F. Prior lo die ~co~utimt oflhis co¥cnanl, Covcnnntor h~ cnu~ the Pm~y
~ te~lly ~i~d~. Ei~ ~ls of I~ ~d~d on ILxhi~t "A" we~ c~ted
thc ~i~sion. 'l~e Pm~v legally d~d~ on i~hibit"A" w~ compd~ of n~ximmely
-
46 ~r~ (Ib~er indu~Hni usc) and approximately 5.5 ~ ~ui~ by Cov~lor from die
City oFSoulh San Francisco.
ARTICLE I
DEFINITIONS
I.i RWOCfl, "RW~W' slmll mean Ibc Regional Water Qualit~ Con,mi Bo~d
and shall include its succ~r agencies, ifany.
1.2 lmnmvem~t~ "h~pm~'emcn~s" shall mean all buildings, roads, driveways.
regmding, landscaping, and paved parking areas, cohstmctcd or placed upon any ~nion ol'd~c
Property but shall not include any building inlcrior impmvcmenls.
1.3 Occupnm. "Occu~nt" shall mcan holders o~ n lc~hold inle~s~ in nil or any
Ce,'enanl and Envlrnamental R~rklion - I1M] - Pale 3
Order: 66 Description: 98. 13813 Page 4 of 26 Comment: J COST
ponion of land comprising IItc I'mpcrty, which cnlillcs lite interest holder lo the exclusive right
Io occupy ali or any portion offlte Property in Ihe form ora ground lense or a space lease or any
mher lea~ for occupancy of Ibc grou,d level gl'all or any portion gl'the Propeny, provided,
however, "Occupant: shall not include a holder of a security interest in thc Propeny, or a
building tenant whose leasehold inlcrest does not include Ihe fight or obligation to construct or
allot any Improvement on lhe Property or lo cnl~aUc in l.:a~h Movcmant or Excavation on thc
Property, or any Icnanl whose space lea.~e docs nat involve occupancy on thc ground level of any
portion of lite Propcny.
i.4 Owner. "Owner" shall mann the Covennntor or its successors in inlet:st,
including heirs, and assigns, who hold fee title tn all or any portion of lbo Properly.
1.5 Clean Soil CRp. Clean Sail Cap shall mean sail imported to the Property
I
pursunm to confirmation testing procedures approved hy RWOCB, and placed over the surface
ama of the Property in accord with Ihe requiremenls of RWQCB ns oullined in Section 3.1. I CO
hereof. ' bi
!.6 Exeavafi°n. "F. xc.',vafion" shall mcan Ihe excavation of earth from areas
beneath thc CIc~n Soil Cop as reflccled in F. xhibit "Ir'
1.7 F. nnh Mov¢~1~em "l..'nrth Mavemenl" shall mcan the movement ofeanh
extracted from below the level ol'd~e Clean Soil Cop I¥om any one location on thc Property to
any other location.
1.8 Former O~mer. "Former Owner" shall mcan any person or chilly who held fee
lille to all or any portion ortho property at nny lime prior lo Jnnunry l, 1997.
i.9 Excess Material. "Fxccss Material" shall mean nny soil from .-----~nh
Covenant and En~,'lronmenlal Reslrictlon - 12/8~? - Pa~e 4
Order: 66 Description: 98. 13813 Page 5 of 26 Comment: J COST
Muvcment or Excavation which cannot be used ns lill material on the Property.
I.IO tlaznrdous Material. A material shall be deemed 'q lazard{ms Material" if it
would he classified ns "hazardous" purstmnt to the crilcria set froth in ,e, ection 25260 of th.e
Califomin I ienhh and Safety Code.
1.11 Property. The Property consists of land Iolnling approximately 51.5 acres
which is more particularly described on F. xhibit "A" attached hereto and I'ully incorporated by
this rel~rence, but slmll nol include an}' buildings now existing or Io be constructed on the land.
I. 12 Parcel or Lol: Parcel or I.ol shall mean a parcel or lot created as n part of
a legal subdivision o{'the Property which is the subject of Ibis Declaration and Covenant.
!. 13 Shoreline Prolective Zone. Shoreline proteclive Zone means any area wilhin
the Property which is located within I00 feet of the mean high tide line oflhe San Francisco
Bay (cloy. + 3.1).
ARTICLE II 03
EFFECT OF COVENANT
2.1 Restrictions to Run with Ihe l.and. 'll~is Covenant sets forth, for tile mutual
benefit o1' the Property, the Owners and Occupanls thereof, the Former O~vners, the People of
the State of California, by and lluough RWQCB, protective provisions, covenants, restrictions,
and conditions (collectively referred to as "Restriclions"), upon and subject to which the
Property and every poaion thereof shall be improved, held, used, occupied, leased, sold,
hypothecated, encumbered, and/or conveyed. :Each and all oftbe restrictions shall run with the
hind, shall inure to the benefit of, nnd pass with each and eveq' portion of, the Property, and
shall apply to and bind the respective successors in interest hereof. 'Each and nil of thc
Covenant sad Em,'iraamesRal R~trklioa - 12/8,'97 - Pa~,e 5
Grder: 66 Description: 98. 13813 Page 6 of 26 Comment: J COST
Restrictions arc imposed upon the entire Property pursuant to Water Code sections 13304 and
I .~267. Each and all of'the Remdctions shall run with lite land pursuant to Civil (.'ode Section
1471. 'Each and. al! of the Restrictions nrc efll'orcenhle by RW(~IL
/
2.2 Concurrence of Owners Presumed All Owners and Occupants of nil or any
portion ol'the Property shall be dcemed by their purchase, lease, or possession of such Property,
to have knmvledge o£ and be in accord wilh, Ihe foregoing and to agree for and among
themselves, nnd the agents and employees, ol'such Owners, Occupants, that thc Restrictions us
herein set forth must be adhered In for the benefit o£Covenantor, Former Owner~ nad future
Owners nnd Occupnnts nnd that their interest in the Property shall he subject to the Restrictions
comaincd het~in.
2.3 [ncoqmmtiofl Otto Deeds nQd Leases. The Restrictions contained herein,
inciudimt, hut not limiled to, the I~visions rep. Ming RW(~B's authority tn enforce the
Covenant, shall be incoqJorated by reference in each and 4.,yep/deed and lea.~ of ail or nny
portion of the Properly, with the exception that this paragraph 2.3 shall not he inferprctcd to
require the Restrictions to be ineoq~ornted by rel'erence in nny lease in which th~ tenant, under
the terms or' the [eus~ would not bc deented an Occupnn( of'lhe Property.
ARTICLr. III
DF.V£LOPMENT. USE AND CONyF.¥ANCE OF TIlE PROPERTY
3.1 Rcstdetinns on Use. Covennntor promises to restrict the use of the Property as
follows:
3.1.1 'the O,,~er shall maintain n eombinntion of paving, vege;ated clean soil, or
~ building pad totaling n minimum oftwo feet in depth, ns tt et~p over any soil located nn the
Co~ enant and EnviroameutM Retlrlflbn. t 1~b91 - Pate 6
Order; 66 Description: 98. 13813 Page 7 of 26 Comment: J COST
Properly which conlains he-'wy metals or petroleum hydrocarbons nt concentrmlons sufficient for
thc soil to be deemed ! laz~dous Mmedal as.el'dm dine ol'adoplion of the clean-up requirements
for ~be PropenY~'~//
3.1.2 In thc e~'ent an), Earth Movomem or Excavation is proposed to occur upon
the Property, ur any podion ther~.'of, Ihc Owner and Occupant of said Property slmll:
A. Notify RWQCI~ t~fsuch proposed Earth Movement or Excavation
thirty (30) days prior to thc beginning of such Earth rvlovcment or Excavation:
ii. Direct any contractors or suheontraelor engaged in such Em'th
Movement or Excuvation activilics to comply with applicable requirements of this Covenant
and thc lawful directives of RWQCB.
C. Utiti~ rou~14~ procedures to control dus~ during any period of CO
I
'F. anh Movement or I:..~ca~lion:
D. Comply with thc rcquin.'ments ofthis fiubparalgraph D with respect CO
to soils that arc Itaza~dous Mate~als or designated wastes and me stockPiled on the Property bi
tcmporaxily during period.~ ofconsmtction. Soils that arc II~nrdous Materials may be
stockpiled on thc Prope~' tempmmilydudng periods of construction provided that: (i)any such
stockpiled soils are protected from wi6d, rain, storm ~,ter mn-on and mn-off, and any other
condition ~ich may eausc the dispersal ol'any such stockpiled soils; and (ii) any such
stockpiled soils me used once tsmpa~y in ~eeordanec with Paragraph 3.1.1 hereof, mainta~ncd
or m-placed on the Parcel cfi.ct where the Kxeavation occurred or Earth Movement occurrcd in
accordance with the restrictions set forth in Paragraph 3 of hercol: or transported olT the Property
for disposal pursuant to Subparagraplt E (ii)ltl'this Paragraph 3.1.2, within q0 days after
Order: 66 Description: 98.13813 Page 8 of 26 Comment: J COST
complction of landscaping at the construction site or within 90 days al~er cessation of
construction and landscaping work whether or'not such construction and landscaping is
completed, il'any soils that am !la~.',rdous Materials are mow.'d front the area oftheir placement
on the Property to any other Parcel or l.ot, then such soils shall be placed on such Parcel or Lot,
crnded and coverecl with n minimum al' two Feet ot* clean soil cap. Thc ultinmtc disposition m'
replacement of Hazardous Materials shall not be permitted anywhere within the Shoreline
Protective Zone.
E. Detcrmi,e, hy -pproprinte tcstinB, whether any Excess Material is
l lazardous Material and il'such Excess Mntedal is I-[nznrdous material, the,: (i) relocate any
such Excess Material on ,, Lot or Parcel in accordance with Paragraph 3 al'thc Declaration or
(ii) dispose orany such ~ccss Material in accordance with applicable In,v, including Title 22.
California Code of Regulations, Section 66001, _et ~ No Ilazardous Materials excavated from
the Property may be relocated be)'ond the boundaries of the Property excep~ ns provided in
subparagraph D or subparagraph E of this Paragraph 3.1.2.
3. 1.3 The Property, and any portion Ihereof, may he used for commercial, industrial,
rclail, auto sales, hotel, office and research nnd development purp,-,ses. Tl~topetty shall not
he used for residential purposes, hnsl~tals for hunmns, schools for persons under 21 years at'age,
or any permanently occupied human dllbitntion without the prior written npprova! of RWQCB.
No Owner or Occupant of the Property or nny portion thereof shall drill, bore, excavate or
otherwise construct n xvell for thc purpose ofextrncting water for domestic and pmahle uses
without tlxc prior WTitten approval of RWQCB. This Covenant is not intended to restrict use of
the Property except ns specifically set forth in this Pam§mph 3.1.3; provided, howc~'er the
C'o~'enant and Environmental Restriction - 12/tUg?. Page
Order: 66 Description: 98 13813 Page 9 of 26 Comment: J COST
requirements of Section 3. i. I hereof simll bc followed without re§ard to thc particular use made
of tim Property.
3.2 Convcymlce of Properly. Within Ihirty (30) days after the closinG ofany sale,
Icue, or other conveyance of all or any portion of the Property, the former Owner (in the case of
a sale) or Occupant (in the case ora lease) and the then cu~nt Owner or Occupant of the
Property, or part thereof, conveyed shall provide written notice to RWQCB of the name ,'md
address of the Pureh,x~r or Lessee of the Property, or part hereof, conveyed. RWQCB shall
not, by reason oftl~is Covenant, have authority to al)prove, disapprove, or otherwise affect any
sale, lease, or other conveyance of the Property except as otlterwise provided by law or as
expressly provided by this Covenant.
3.3 Enl'or-"~ment.
3.3.1 Failure of any Owner or Occupant to comply with any of the requirements
set forth in Para~'aph 3.1.3 above, shall he §rounds for RWQCB, by mason ofthe Covenant, to
rcquirc the Owner or Occupant to discontinue ti~e oll~:nding use of the Property in violation of
Para.graph 3.1.3, Failure to observe rite Restrictions set forth in Paragraph 3, I shall bc grounds
for RWQCB to pursue any remedy provided hy law to enforce ti~e provisious of Paragraph 3.1,
Any costs reasonably and necessarily incurrcd by RWQCB to cnforcc thc provisions of
Paragraph 3.1 shall be recoverable from Ihe Owner or Ih¢ Occupant of Ihe Proper~y determined
in tl~e final disposition of the enforcement actiun to have failed to observe the Restrictions.
3.3.2 For purposes of Health and Sali:ty Code .~cction 25358.9, Ihe remedial action was
approved by Ibc ItWQCB and the RWQCB dctcrmined dsat thc remedial action complied with
all laws, rules, regulations, sumdards, and requirements, crilcria or limitations applicable to Iht
Order; 66 Description: 98. 13813 Page 10 of 26 Comment: J COST
construction, operation and closure ol'the type of Facility at the Property.
3.3.3 Neither Covennmor, Owners or Former O,~mers shall have nny oblillation to
enforce or to police the observnnee of the Restrictions set trorth herein by other Owners oi'the
Pmper~y or any portion ther,'of. This Covenant shall not ca.'ate any private tight of'action
against Covenantor, its successors or Former Owners, or any other Owner or Occupant of thc
Property or any portion thereol:
3.3.4 Within thi~ly {30j ,L?s niter receip~ ofn written request l¥om any Owner or
Occupant of the Property or any porlion thereof, RWQCB shall provide to such Owner or
Occupant n written statement, substnntinlly in the foml atlached hereto ns Exhibit C, indicating
whether to RWQCB's knowledge such Ox~er or Occupant is operating in compliance with the
provisions of this Covennnt, and such confirmation shall be conclusive ns of the date prepaid.
lfnny Owner or Occupant fails to receive such confirmation wilhin said 30 day period, nny
interested pa~ty ma)' conclusively presume at that time Ihat RWQCB h~ no knowledge of anY
failure ot'Owner or Occupant lo comply wilh the Restrictions imposed by Ihis Covenant. This
shall no! preclude RWQCB I'mm_dclermini.§ ntn subsequent time that there h,'ts been n failure
to comply wilb such Restrictions.
ARTICLE IV
VARIANCE TERMINATION AND AMENDMENT
4. I Variance. Any Owner, or wid~ lhe Owner's wriltcn consent, which shall not be
unreasonnbly wid~held, nny Occupant, oi' the Property or any portien d~eteol', may apply to
RWQCB tbr a written variance t'rom the provisions o1' this C'ovenanl.
4.2 Tcnuination. Any O,,mcr, or with ti~¢ Owner's written consent, which shall not
Co~ enan( and £m,'ironmcnt~l Reslrtction. I ~.~97. Pa~e I 0
Order: 66 Description: 98. 13813 Page 11 of 26 Comment: J COST
be unreasonably withheld, any Occupant, of the Property or any portion thereof, may apply to
R~VOCB for a termination of the Covenant as it applies lo all or any poflion of the Property
owned or occupied by theapplicant.
4.3 ^a/endroent. This Covenant may ix: amended froro time to time in a writing
signed by the authorized representative et' RWQCB, or his or i~er designee, and all of lbo then
Owners of the Properly, or any poflion thc~ofwhich remains subjcct to thc Covenant. Any such
amendrment shall be effective only upon Ibc date any such amendment is filed for recording in
thc official records oflhe Courtly of San Malco, Stoic ofealiforoia. Unless lhis covenant is
terminated in accord wilh Section 4.2 hereof(as it applies to all or any portion of the Property)
no variance or amendment hero shall alter the provisions set Ibrlh in or in Sections I.I - I.I 3,
Aaicle il or Article !il hereof.
4.4 Term. un~ !enninated in aecmdanec with paragraph 4.2 abovc, by law or
othcnvise, this Covenant shall conlinue in off'ecl in perpetuity.
4.5 RWOCB Cosls, Any applicant seeking a vadance or termination of this covenant
shall pay the RWQCB all reasonable costs incurred by the RWQCB in pmccssin§ thc
application.
ARTICLF. V
MISCF. LLANKOU.q
5.1 No Dedjcation Intended. Nothing set forth herein shall be conslrued to be a gift
or dcdication, or niter ora gift or dedication, el'thc Property or any portion thcrcof to tile gcncral
public or for any proposes Whatsoever.
5.2 Notices. Whenever any person shall desire lo give or serve any notice, dentand.
Cevensal and Environmental Restriction - 12/8t9'/. Pale I I
Order: 66 Description: 98. 13813 Page 12 of 26 Comment: J COST
or other communication with res~ct lo this Covennnl, each such notice, demand, or other
communication shall be in writing nnd droll be deem~l effective {i) when delivered, if pcw, onnlly
delivered to tl~'}~'~on beinll ser**k~ or to an officer ot*a eoqmmto lmrty being served or official
tml*n I.,ovemntenl agency heinl{ ~erved, or (ii) Ihrce (]) hu,iness days niter deposit in the mall ir
maih..d hy United Slnles mail, postnse paid certil]cd, return receipt requested. Any party may
chanll¢ its address hy notice lo the olhcr party in the manner set forth nbeve. The followin§
addresses shall be effeclive ns of the date of Ihis Covenant.
Covenantor. Bay We~t
600 Towusend
~ Fnmci~o, Califomi= 94103
COPY TO: ~ A. M~
. '~ C~t~.~b Rd.
l~g=e, OR 97401
RWQCB: Attention:
2101 TVe~ter Sl~t, ~uitc
O~la~, CA. 94612
5.3 Panini Invalidib*. If;u~y provision of thc Covenant is determined Io be invalid
Iht any reason, Ihe remaining pot:inn shall remain in full force and ell*cci ns it*such porlion had
not been included herein.
$.4 Article I'lead0tll% { leadings ut the beginning of each article of this Covcnam
arc solely for the convenience ot*tlle parties and arc not a part of the Co~'cnnnt.
5,5 Recordation, This iltstrument shall he executed hy all Owners of the ?ropeny
nnd hy the authorized representntlve of RWOCI! or his or her designee. 'his instnnment shall be
Covenant nnd Environmental ResU'lctlan. I Y. APJ1. PIp 12
Order: 66 Description: 98.13813 Page 13 of 26 Comment: J COST
filed by thc Covcnantor Ibr recording in thc Official Reconls of Ibc County of
ol'California within Ica (10) days .tier the date Covenamor rc, ccives the inslmment executed by
RWQCB. Covenanlor shall provide RWQCB a copy of thc Covenant marked ns received Ihr
recording by thc County of San ,~,lalco. [Jpon receipl of Ibc Covenant marked as .:corded,
Cove.ancot shall provide a copy o1' such document to KWQCB.
5.6 F. tTeetive Dale. This Covenant shall be effective upon such date that the
Cove. am is fully executed by Cove.ancot and RWOCB.
IN WITNESS WI IERI:.OF. the: parlics cxccule this C/~vcn.nt ,s ofthc date set fiJrth
above. /:
/.
REGIONAL WATER QUALITY llA¥ &~F./s~ COVE, LL.C.
-By: Lorttta K. Barsamian .~. /'' ~y.~Th~'~an C. (~ounor
Title: Executive 0 filter Title: 6,p M mrna k4¢.' ~fld ~dd
State of California )
Personally appeared the above-named Loretta K. Barsamlan, who being first
duly sworn did say that she is the Executive Officer of thc Regional Water Quality
control Board nnd that this instrument was signed on hehalfol'said Board;.,
~olary Public for Cnlil'omia
"~ COMM. #la94~l~l m
Covenant and Environmental Rcslrk'ltan - I~gfl? - Pale
Order: 66 Description: 98.13813 Page 14 of 26 Comment: J COST
State of Oregon )
) ss
County of Lane )
Personally appeared the above-named Thomas C. Connor, who being first duly
sworn did say that he is a member of Black Canyon, EL.C, which is a member of Bay
West Cove, L.L,C., a California limited liability compnny nnd that this instrument was
signed on behnlfofsnid company by authority of'its members and each ofthem
acknowledged the foregoing instrument to be its volunttu'y net and deed.
Before me:
Cove. ant and £nvlro~mental Res~rltllen - 1~9"/- Pale 14
Order: 66 Description: 98. 13813 Page 15 of 26 Comment: J COST
EXHIBIT A
Order: 66 Description; 98. 13813 Page 16 of 26 Comment: J COST
EXHIBIT A
~ Parcels !-II of Bay West Cove Final Subdivision
Map entilled "Parcel Map 9'/-02'/" as platted nnd
recorded at:
Series 98008274, Volume 70 of Parcel
Maps, Pages 33-40 et'the O~cial Records
ot'Snn Mateo County,
·
Order: 66 ~escription: 98. 13813 Page 17 of 25 Comment: J COST
Data
:
This is m no~ify [Prop~), Ow~dOccupant] in response to ~ requcst da~ed
.. :..,~?~..,:,.?. and Covenant affecting Use of Property dated
made pursuant to that certai~ ~aral~n
of San Mateo County, State'°f ~if0htia, at P, .a~e of Book ., that ~he Regionnl Water
Quality Control Board has no knowledge ofany failurc of [Property Owner/Occupant] to comply
~vith thc Restrictions imposed by th~ Covennnt. [or RWQCB has knowledge of the following
facts: .] in rcview of its official records and has made no other inquiries and iuts
made no inspection ofthe prope~v/owned by [Property Owner/Occupant].
REGIONAL WATER QUALH'Y CONTROL BOARD
By
Order: 66 Descrfption : 98.13813 Page 18 of 26 Comment: J COST
Order; 66 Description: 98. 13813 Page 19 of 26 Comment; J COST
r~rrl¢r' r~r¢ l-)~sr~rintir~n' gR 1,~R1,3 Paae 20 of 26 Comment: J COST
Order: 66 Description: 98.13813 Page 21 of 26 Comment: J COST
I ! .:
I
· .. ~ 5~~'
~ ,,. ~. ~. ~ ,, ..
....... ~. ~
~ l~Vd
:~/ .. ~ ~" ·
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1/
O~er: 66 Desc~ption: 98.13813 Pa~ 22 of 26 Comment: J COST
I
O~er: 66 ~scdption: 98. Y3813 Pa~ 23 of 26 C~ment: J COST
Order: 66 Description: 98.13813 Page 24 of 26 Comment'. J COST
® I , ' '
t
!
EXHIBIT B
I/II/II
Order: 66 D~-cHp~i(~n: 98.13813 Page 25 of 26 Comment: J COST
Order: 66 Description; 98 15813 Page 26 of 26 Comment; J COST
Exhibit M
TRANSPORTATION DEM~,NI) ~VIANAGE~VIENT REPORTING
REOUIREMI~,NTS
In accordance with the Mitigation and Monitoring Program, Participant shall prepare an
annual Transporta(i~/h Demand Management (TDM) report, and submit same to Agency, to
document the effectweness of the TDM plan in achieving the goal of 35% alternative mode
usage by employees within the Project. The TDM report will be prepared by an independent
consultant, retained by City and paid for by Participant, who will work in concert with
Participant's TDM coordinator. The TDM report will include a determination of historical
employee commute methods, which information shall be obtained by survey of all employees
working in the buildings on the Property. All nonresponses to the employee commute survey
will be counted as a drive alone trip.
The initial TDM report for each building on the Property will be submitted two (2) years
after the granting of a certificate of occupancy with respect to the building, and this requirement
will apply to all buildings ' The s nd and all later reports with respect to each
building shall be included in'~ual :c6mpr~hensive TDM report submitted to Agency
covering all of the buildings onthe PrOp~ty which are submitting their second or later TDM
reports.
The goal of the TDM~program is to encourage alternative mode usage, as defined in the
Ba~, West Cove SEIR. The initial ,TDM report shall either: (1) state that the applicable property
has achieved 35% alternative mode usage, prodding supporting statistics and analysis to
establish attainment of the goal; or (2) state that the applicable property has not achieved the
35% altemative mode usage, providing an explanation of how and why the goal has not been
reached, and a description of additional measures that Will be adopted in the coming year to
attain the TDM goal of 35% alternative mode Usage. If after the initial TDM report, subsequent
annual reports indicate that, in spite of the changes in the TDM plan, the 35% alternative mode
usage is still not being achieved, or if Participant fails to submit such a TDM report at the times
described above, Agency may assess Participant a penalty in the amount of Fifteen Thousand
Dollars ($15,000.00) per year for each percentage point below the minimum 35% alternative
mode usage goal. In determining whether a financial penalty is appropriate, Agency may
consider whether Participant has made a good faith effort to meet the TDM goals. If Agency
determines that Participant has madea good faith effort to meet the TDM goals but a penalty is
still imposed, and such penalty is imposed within the first eight (8) years of the TDM plan
(commencing with the first year in which a Penalty could be imposed), such penalty sums shall
be used by Participant toward the implementation of the TDM plan instead of being paid to
Agency. However, ifa penalty is imposed beyond the first eight (8) years of the TDM plan,
Agency may in its discretion determine to either retain such penalty sum or require that such
penalty sum be used by Participant toward the implementation of the TDM plan instead of being
paid to Agency. Notwithstanding the foregoing, the amount of any penalty shall bear the same
relationship to the maximum penalty as the Completed Improvements to which the penalty
applies bears to the maximum amount of square feet of Improvements which are permitted to be
constructed on the Property according to any approved precise plan(s) for the Property; for
example, if there are only 200,000 square feet of Completed Improvements on the Property
........ included within the TDM report with respect to which the penalty is imposed, the penalty would
be determined by multiplying Fifteen Thousand Dollars ($15,000.00) times a fraction, the
numerator of which is 200,000 square feet and the denominator of which is the maximum
amount of square feet of Improvements permitted on the Property according to any approved
precise plan(s) for the Property; this amount would then be multiplied by the number of
percentage points below the 35% alternative mode usage goal.
Participant may submit any of the reports required herein in conjunction with other
property owners to whom the provisions of the Mitigation and Motoring Program regarding
TDM apply. In the event that Participant submits a TDM report along with other property
owners, the property addressed in such report will be evaluated as a whole in determining
whether the TDM requirements have been met and whether a penalty is appropriate. If a penalty
is imposed in such circumstance, the penalty will apply collectively to Participant and such other
owners of the property addressed in the report being evaluated. If instead Participant submits its
own report addressing only the Property, or portion thereof as applicable, then the Property, or
portion thereof as applicable, will be evaluated independently in determining whether the TDM
requirements have been met and whether a penalty is appropriate. If a penalty is imposed in such
circumstance, the penalty will apply to Participant only.
Exhibit N
PREVAILING WAGE POLICY
.~5X : /$15-8/?-5251 UCt }.~,' '00 1,.~:57 P.02
E&CD DEPT.
RESOLUTION NO. 15-97
REDEVELOPMENT AGENCY,CITY OF SOUTH SAN FRANClSCO, STATE OF CALIFORNIA
A RESOLUTION APPROVING A PREVAILING WAGE POLICY
APPLICABLE TO REDEVELOPMENT AREA PROJECT WHICH SATISFY
SPECIFIED CRITERIA
WHEREAS, thc Building Trade Council of San Mateo County has requested that the Agency adopt
a Prevailing Wage Policy to require the imposition of a Prevailing Wages requirement on certain
redevelopment projects; and
WHEREAS, the Redevelopment Agency desires to adopt the policy.
NOW, THEREFORE, BE IT RESOLVED by the South San Francisco Redevelopmcn~ Asency that
it hereby approves thc Prevailing Wage policy attached hereto as Exhibit A.
! hereby certify that the foregoing Resolution was rcgulnrly introduced and adopted by the
Redevelopment Agency of the City of South San Frnncisco at a regular meeting held on fl~e J2LJ~
day of November,1997 by the following vote:
AYES: Boardmembers James L. Datzman. Eugene R. Mulltn. John R.
Penna and Chairman Joseph A. Fernekes
NOES: None
ABSTAIN: . None
ABSENT: Boardmember Robert Yee
ATTEST: ./s/ Barbara A. BattaYa
Clerk
C:~IODElvI~REVAIL1.RSO
EXHIBIT A TO RESOLUTION HO. 15-97
PREVAILING WAGE POLICY
CITY OF SOUTH SAN FRANCISCO KEDEVELOPMENT AGENCY
1. GENERAl. POI.ICY. All workers performing construction ~vork for a
project covered by Section (2) hereof, from the comn,,encement of construction until
· the issuance of a final Certificate of Occupancy shall be paid wages not less than the
per diem rate determined to be the prevailing ~vage rate by the Director of the
California Department of Industrial Relations 'pursuant to California Labor Code
Section 1773 t~_~l., or any successor statutes. The total prevailing wage rate shall
~e paid directly to the xvorker in a cash. equivalent as wages, but if the worker is
subiect to a collective bargaining agreement, the wages shall be disbursed in
accordance with the Vrovisions of such collective bargaining agreement.
Construction work includes all construction of the building core and shell. It
,hall al~o Include all tenant improvements for such project if a building permit for
such improvements has been issued no later than one year after City's approval of a
certificate of occupancy for the building shell. Also included are public works that are
within the customary juri-~diction of the construction trades and crafts, xvhether
pcrfomled on or off the project site. Work done off the site on materials to be
assembled in the project at a later date is not covered by this policy, but the work of
assembly of such materials on site is covered.
Z PROIEC'I' SUBJF. CT TO PREVAIl.lNG WAGE POLICY. The
Prevailing Wage Policy shall apply to any construction project xvith a total
construcu~n cost, Including tenant improvements, of $100,000 or more meeting the
criteria set forth in (a), (b), (c) or (d) below and not made exempt from tl~e policy by
(e) below:
(a) Where a construction project is subsidized directly or indirectly
by public funds in the amount of $100,000 or more pursuant to an agreement with
the Ageno/.
(b) Where a construction project is financed in xvhole or in part by
*he issuance of Agency bonds
(c) Where a construction project is on !and owned by the Agency or
!and conveyed or leased to the landowner or developer by the Agency.
bug 5L?'Eb :~ ...... ,-ax : 415-8,~?-525i UCt 2,~ '00 lJ:bF H.06
(dj Where the construction project is the subiect of a Development
.~nd Disposition Agrecmentlan Owner Participation Agreement where the Agency has
provided direct or indirec~.,financial;benefit to the owner, or a Development
Agreement.
(e) ,? The Prevailing wage Rate Policy shall not apply to any of the
following:
(1) Construction Projects consisting solely of tenant
lmprovements if the building permits for such work are issued more thin one year
after a Certificate of Occupancy has been approved for the building shell:
;2) For the remodeling or rehabilitation of any building,
structure, or site improvement sin existence as of the date this amended policy is
adopted;
(3) ?my project Where Federal and State law prohibits any
imposition of a prevailing wage requirement;
(4) Any project constructed using public employees;
(5) 'Construction of four or fewer single family residences;
(6} Rehabilitation of multi-family housing of seven or fewer
units financed by Community Developnient Block Grant funds or of eleven or fewer
units financed by Rental Rehabilitation Program funds:
(7) This policy shall not apply to supervisory, managerial or
secretarial personnel, to persons employed in the rental, operation or maintenance of
the project, or to any person employed in a job classification for whicl~ no wage
determination is issued.
3. BMPI.OyI:ES; COVERED. The prevailing Wage Policy shall
apply t..o al! workers (hereinafter sometimes referred to as %mpioyees") performing
construction work for the developer, the general contractor, or subcontractors or
other contractor engaged in construction of the Project by the developer, including
*,.heir successors and assignees.
zt. PREVAII.INO WAGj:. I')ETF-RMI.NATION. Prevailing xvage rates for
each employee shall be those xvage rates as determined and published periodically by
2
SO8 3L'¥'E~ ;:a>.- :"~-(~2877-~,:~51 Uct'2:' 'O0 ;.5:5? ~'.O?
the Department of Industrial Relations pursuant to Section 1773 of the Labor Code.
5. PAYROI.I. I~I:.CORD~q..6a.ty developer, general contractor~
subcontractor or other contractor sub}ect to this policy shall maintain and compile
accurate and complete payroll records. Certified copies of the payroll records shall be
available for inspection at all reasonable hours at a local office of the employer.
Copies of the records shall be vrovided promptly ttpon request by a representative of
the .Agency. Upon request of any worker or his or her authorized representative or a
member of the public whose t:as a reasonable belief that employees covered hereunder
are not being paid prevailing wages, the City shall request certified copies of the
payroll records. Any worker, his or l~er authorized representative, or the public may
also request a copy of the records from the Agency. The addresses and Social
Security numbers of employees may be masked or deleted so as to prevent disclosure
in copies furnished to the public. The failure to provide complete payroll records
upon such request shall create a presumption that prevailing wages have not been
paid.
6. APPRt:NTICF. S. Nothing contained herein shall prevent the
employment of apprentices, as deft,ned in Chapter 4, Division 3 of the Labor Code,
Eve..,3~ such apprentice shall be paid not less than the standard wage paid to
apprentices under the regulations of the craft or trade at which he or she is employed.
The employment and training of each apprentice si'tall be .in accordance with the
provisions of the apprenticeship standards and apprentice agreements under which he
or she is in training.
7. MONITORING. The Prevailing Wage Policy will be monitored by the
..~gency, but the Agency assumes no responsibility regarding the completeness or
accuracy of the payroll records that may be submitted to it.
8. I~RI:.ACFI: LIABILITY FOR UNPAID WA_GES. The employer shall be
liable to the employee for tmpaid prevailing wages or any portion thereof, and
including, for example, overtime wages.
0 ENFORGI:.MFNT.
(1) In addition to any other rights provided by California law to
recover compensation, a worker that has been paid less than the prevailing wage rates
shall have a right to commence an action or proceeding against his or her employer
for the difference between,, the prevailing wage rates and the amount paid to such
worker for each calendar day or vortion thereof for which the worker ~vas paid less
3
'BOB a~'¥cp~.,_.~... Fax : /~!5-877-525! Oc~ 27 'OO 13:57
than the compensation required to be paid under the provisions of this policy. No
Issue other than tha~ of the liability of the employer for the amount of unpaid wages
alleged due shall be determined in such action or proceeding, and the burden shall be
on the employer to establish that the amotmts demanded are not due. A worker
recovering any or all of the ~va§es claimed to be due shall recover his or her costs and
attorneys' fees In sei:uring such recovery.
Nothing in this section shall preclude its enforcement by the California
Division of Labor Standards Enforcement.
(b) The Agency shall include a requirement for compliance with the
policy for proiects which are subject to the prevailing wage requirement in any
Disposition and Development Agreements, Oxx~er Participation Agreements where
the City is providing a financial benefit to the ov~aer, lease agreements, or sale
agreements. In addition, no Agency funds shall be paid nor shall the proceeds of any
bond issuance be released for proiects subject to the prevailing wage requirement until
the person undertaking the proiect ixas executed a written agreement to comply with
this policy. ~
10. INTF. RPRETATION OF POI.ICY. Where the application of this policy
in a given circumstance is unclear, the Executive Director of the Redevelopment
Agency may refer to statutes, regulations and precedents that apply to the
determination and payment of prevailing wages on public works projects of public
agencies in California, and base a detem~ination on the mostly nearly applicable rule.
C:~MODr~vlx, PREv^I LI,~VG E
4