HomeMy WebLinkAbout2018-10-24 e-packet@7:01Wednesday, October 24, 2018
7:01 PM
City of South San Francisco
P.O. Box 711 (City Hall, 400 Grand Avenue)
South San Francisco, CA
Municipal Services Building, Council Chambers
33 Arroyo Drive, South San Francisco, CA
Joint Special Meeting City Council and Successor Agency
Special Meeting Agenda
October 24, 2018Joint Special Meeting City Council
and Successor Agency
Special Meeting Agenda
NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of
California, that the Successor Agency to the City of South San Francisco Redevelopment Agency and the City
Council will hold a Joint Special Meeting on Wednesday, October 24, 2018, at 7:01 p.m., in the Municipal
Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco, California.
Purpose of the meeting:
Call to Order.
Roll Call.
Agenda Review.
Public Comments - comments are limited to items on the Joint Special Meeting.
CONSENT CALENDAR
Report regarding a resolution approving an updated Development Management
Services Agreement by and between the City of South San Francisco and Kilroy
Realty TRS, Inc. (Marian Lee, Assistant City Manager, and Steve Mattas, Assistant
City Attorney)
1.
Resolution approving an updated Development Management Services Agreement
between City of South San Francisco and Kilroy, LLC.
1a.
Oyster Point Phase IC and IIC Cap Repair Construction Project Quarterly Report 1
(July 2018 - September 2018) for Fiscal Year 2018 - 2019. (Marian Lee, Assistant
City Manager, Kilroy/Cummings Representatives)
2.
Adjournment.
Page 2 City of South San Francisco Printed on 10/22/2018
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:18-465 Agenda Date:10/24/2018
Version:1 Item #:1.
Report regarding a resolution approving an updated Development Management Services Agreement by and
between the City of South San Francisco and Kilroy Realty TRS,Inc.(Marian Lee,Assistant City Manager,
and Steve Mattas, Assistant City Attorney)
RECOMMENDATION
It is recommended that the City Council adopt an updated Development Management Services
Agreement for design,preconstruction,construction management,construction and advisory services
related to the Phase IC Improvements and Phase IIC Cap Repair by and between the City of South San
Francisco and Kilroy Realty TRS, Inc.
BACKGROUND/DISCUSSION
The Development Management Services Agreement (DMSA)between the City and Oyster Point Development
LLC (OPD)was approved by City Council on January 18,2017 outlining the Successor Agency’s and
developer’s roles and administrative procedures to manage the construction of the Oyster Point project,Phase
IC and IIC Cap Repair.
Since adoption of the DMSA,the developer changed,a contractor was selected,Notice to Proceed was issued
in March 2018,and the project budget and schedule updated.Kilroy Realty TRS,Inc.,(TRS)officially assumed
the role of developer in June 2018.Given these developments over the past year,the City of South San
Francisco and TRS agree that it would be appropriate to update the DMSA.
Key changes include the following:
·Change in developer from Oyster Point Development to TRS
·Updated project cost which reflects what was approved by the South San Francisco Oversight
Committee in 2017 and Department of Finance in 2018
·Updated schedule which reflects construction completion towards the end of 2020
·Change in the Project Management Structure,replacing the Assistant City Manager serving in the role
of Project Management to the Public Works Director reporting to the City Manager.
Additional minor administrative changes have been made,such as updating the list of City Consultants and
Kilroy Design Consultants and template modifications to the Project Management Plan.These changes are not
substantive and do not meaningfully change the terms of the DMSA.Exhibit A to the associated resolution is
the updated DMSA.
FISCAL IMPACT
There is no fiscal impact.
CONCLUSION
In order to keep the DMSA current,staff recommends that City Council adopt a resolution approving the
presented updated DMSA between the City of South San Francisco and TRS.
City of South San Francisco Printed on 10/18/2018Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:18-466 Agenda Date:10/24/2018
Version:1 Item #:1a.
Resolution approving an updated Development Management Services Agreement between City of South San
Francisco and Kilroy, LLC.
WHEREAS,on January 18,2017,the Development Management Services Agreement (”DMSA”)between the
City of South San Francisco (“City”)and Oyster Point Development LLC (“OPD”)was approved by City
Council on January 18, 2017; and
WHEREAS,the DMSA outlined the Successor Agency’s and developer’s roles and administrative procedures
to manage the construction of the Oyster Point project, Phase IC and IIC Cap Repair; and
WHEREAS,since adoption of the DMSA,the developer changed,a contractor was selected,Notice to Proceed
was issued for construction, and the project budget and schedule was updated; and
WHEREAS, Kilroy Realty TRS, Inc. (“TRS”), officially assumed the role of developer in June 2018; and
WHEREAS,given these developments over the past year,the City and TRS agree that it would be appropriate
to update the DMSA; and
WHEREAS,the key changes include identification of a new developer,updated project cost which reflects
what was approved by the South San Francisco Oversight Committee in 2017 and Department of Finance in
2018,updated schedule which reflects construction completion towards the end of 2020,and change in the
project management structure; and
WHEREAS,additional minor administrative changes have been made,such as updating the list of City and
TRS consultants and template modifications to the Project Management Plan.
NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby take
the following actions:
(1)Finds and determines that the recitals are true and correct; and
(2)Approves the updated DMSA, attached hereto and incorporated herein as Exhibit A; and
(3)Authorizes the City Manager to enter into and execute the updated DMSA and to implement the
Agreement.
* * * **
City of South San Francisco Printed on 10/18/2018Page 1 of 1
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AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT MANAGEMENT
SERVICES
By and Between City of South San Francisco
and Kilroy Realty TRS, Inc.
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Development Management Services Agreement – 10/16/2018
AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT MANAGEMENT
SERVICES
THIS AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT
MANAGEMENT SERVICES (“Agreement”) is made and entered into effective
September ___, 2018 by and between the City of South San Francisco, a municipal
corporation (hereinafter referred to as “City”) and Kilroy Realty TRS, Inc., a Delaware
corporation (hereinafter referred to as “TRS”).
RECITALS
A. Oyster Point Development LLC (“OPD”), City and the Successor Agency to
the former South San Francisco Redevelopment Agency (“Agency”) are parties to that
certain Disposition and Development Agreement (“DDA”), dated March 23, 2011. Pursuant
to that certain Consent, Assignment and Assumption Agreement dated June 1, 2018 (the
“DDA Consent”), the DDA was assigned to KR Oyster Point Developer, LLC, a Delaware
limited liability company (“KR Developer”), and then pursuant to that certain Assignment
and Assumption Agreement dated June 1, 2018 (the “DDA Assignment”), the DDA was
ultimately assigned to KR TRS. The DDA provides for construction of improvements in
Phases IC and IIC on certain property owned by City and, in part, now owned by an affiliate
of TRS. (For purposes of this agreement, the “Property” shall mean the “City Property” as
defined in the DDA.)
B. The DDA allocates to TRS the obligation to design and construct specified
public improvements in Phase IC and allocates to the Agency the obligation to construct
specified public improvements in Phase IIC, both of which are subject to payment
obligations of TRS and the Agency. Agency currently has set aside in an escrow account
$27,978,031.62, pursuant to Section 3.4.4 of the DDA, to be used to pay for public
improvements as required by Sections 3.4.2 and 3.4.6 of the DDA. This amount does not
include funds which have previously been paid to the TRS or its predecessors for public
improvement costs as required by Sections 3.4.2 and 3.4.6. Pursuant to Section 3.4.4 of the
DDA, the Agency has established an escrow account with Bank of New York Mellon
(“Escrow Deposit and Trust Agreement”) and has, pursuant to Section 5 of the Escrow
Deposit and Trust Agreement, delegated authority to the South San Francisco City Manager
and City Attorney, acting on behalf of the Agency, to disburse funds for Phase IC
Improvement Costs and Phase IIC Improvement costs from funds within the Escrow
Funding Account. City (acting on behalf of the City and Agency to implement the Agency’s
obligations) and TRS desire to have TRS manage the design and construction of the
improvements specified herein subject to the terms set forth herein, which are intended to be
consistent with allocation of responsibilities set forth in the DDA.
C. City (acting on behalf of the Agency) desires that TRS engage consultants,
manage the design and construction of public improvements in Phase IC on behalf of the
Agency and in coordination with Agency and City staff and as set forth in this Agreement.
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Development Management Services Agreement – 10/16/2018
The list of public improvements in Phase IC, identified herein as the “Phase IC
Improvements,” is included in Section 3.2.1 of the DDA. The parties also contemplate that
TRS will manage the clay cap repair portion of Phase IIC, identified herein as the “Phase
IIC Cap Repair,” as set forth in Section 3.3.2(a)(ii) of the DDA if that Phase IIC Cap
Repair project is determined by the City and Agency to be necessary. The updated project
budget for the Phase IC Improvements, (“Project Budget”), based on the initial budget set
forth in DDA Exhibit 3.4.1, is attached hereto as Exhibit A, subject to adjustment as set
forth herein. The updated project budget for the Phase IIC Clay Repair is set forth in DDA
Exhibit 3.4.1.
D. OPD and City entered into that certain Agreement for Development
Management Services effective ______, 2017 (the “Original DMSA”) to set forth the terms
upon which OPD, as Developer, would provide City and Agency with development
management services for the design, engineering, permitting, construction and completion of
the Phase IC Improvements and the Phase IIC Clay Repair (the “Development Services”).
Pursuant to the DDA Consent and DDA Assignment, the Original DMSA was ultimately
assigned to TRS. City and TRS desire to amend and restate the Original DMSA in its
entirety pursuant to the terms herein.
AGREEMENT
NOW, THEREFORE, taking the foregoing recitals into account, and in consideration
of the mutual covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
General Understandings
Section 1.01 Relationship to DDA. This Agreement is a mechanism to implement
the obligations of TRS and Agency with respect to development of the Phase IC
Improvements and Phase IIC Cap Repair, pursuant to and as contemplated by Article III of the
DDA. In the event of a conflict between the DDA and this Agreement, the DDA shall control.
Capitalized terms used herein that are defined in the DDA shall be defined as set forth in the
DDA.
Section 1.02 No Partnership. The parties do not intend by this Agreement to create a
partnership, principal/agent, employee or joint venture relationship and nothing in this
Agreement shall be construed as creating any such relationship between the parties. Neither
TRS nor City, acting on its own behalf or on behalf of the Agency, nor their respective
subsidiaries, agents or employees, are the representatives of the other party for any purpose
(except with respect to TRS to the extent specifically authorized herein to be City’s
representative in connection with performing the Development Services), nor do any such
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Development Management Services Agreement – 10/16/2018
parties have the power or authority as an agent, employee or in any other capacity to bind or
otherwise create or assume any obligation on behalf of the other party for any purpose.
Section 1.03 Non-Exclusive Services. TRS may devote as much of TRS’s time,
attention and energies in the performance of the Development Services as TRS deems
necessary to perform the Development Services. TRS may, directly or indirectly, in any
capacity, engage, invest or participate in or provide the same or similar services to any
business or entity.
Section 1.04 Independent Contractor. TRS enters into this Agreement, and will
remain throughout the term of this Agreement, as an independent contractor and not as an
agent or employee of City or Agency. TRS’s personnel performing Development Services are
agents, employees or subcontractors of TRS (collectively, “TRS Personnel”) and are not
employees or agents of City or Agency. TRS has and hereby retains the right and obligation to
exercise full control of and supervision over the performance of TRS’s obligations hereunder
and full control over the employment, direction, compensation and discharge of all TRS
Personnel.
Section 1.05 City’s Representative. City appoints the Director of Public Works, or
her/his designee, for the purpose of administering this Agreement (“City’s Representative”).
Unless and until written notice to TRS to the contrary is given by City, all instructions of City
and Agency and approvals required to be given by City and Agency hereunder shall be given
only by such representative, and TRS may rel y thereon. City may change representatives by
written notice to TRS. City’s Representative shall endeavor to render decisions in a timely
manner in order to avoid Project delays.
(a) As referenced herein the “Approval” (and any variation thereof) of City
means the prior written approval of City’s Representative, which may be granted or withheld
in its sole discretion unless otherwise expressly provided to the contrary in this Agreement.
Use of the term “reasonable” (or any variation thereof) in connection with any variation of the
term “Approval” means that such Approval shall not be withheld, conditioned or delayed
unreasonably. Unless this Agreement expressly sets forth another time period for performance
or additional budget authority is required by Agency to implement the action, City shall use
best efforts to either grant an Approval, or set forth in writing the basis for any objection,
within ten (10) business days of receipt of the notice requesting that such Approval be given.
If City shall not have given written notice of approval or disapproval of such action to TRS
within ten (10) business days (or such other time period as applicable) after receipt of the
notice requesting that such Approval be given (whether “reasonable” or otherwise), then City
shall be deemed to have denied such Approval.
Section 1.06 TRS’s Representative. TRS appoints the following person as its
representative for the purpose of administering the Development Services of TRS under this
Agreement: Jonas Vass, Senior Vice President, Development or his respective designee
(“TRS’s Representative”). If during the term of this Agreement, this position no longer
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Development Management Services Agreement – 10/16/2018
exists within TRS or is otherwise not administering the Development Services, then another
person of equivalent capability and experience acceptable to City shall be assigned to the
Phase IC Improvements project within 30 days. City acknowledges and agrees that TRS’s
Executive Vice President, Senior Vice President and/or Director of Development are
acceptable as replacement TRS’s Representatives.
Section 1.07 Professional Consultants.
(a) The parties contemplate that TRS will contract directly with any
professional consultants, subject to City’s Approval, whose services may be deemed necessary
or advantageous by TRS and Agency in connection with construction of the Phase IC
Improvements and the Phase IIC Cap Repair. All such approved fees and costs associated with
the services rendered by such professional consultants shall be paid subject to, in accordance
with and with funding from the Project Budget, a copy of which is attached hereto as
Exhibit A.
(b) City, acting on behalf of the Agency, may also retain such other
professional consultants as set forth in Exhibit B hereto and pursuant to agreements between
City and such professional consultants. Compensation for the services rendered by
professional consultants retained by City shall be paid by Agency with funding from the
Project Budget and subject to reasonable approval as to budget authority by TRS. At City’s
request, TRS shall provide City with advice and recommendations for the selection and
engagement of such professional consultants. Any agreement authorized pursuant to this
Section 1.07(b) shall also name TRS as an indemnitee and additional insured to the agreement.
In the event the City desires to replace any consultants listed on Exhibit B, City will consult
with TRS regarding such replacement.
Section 1.08 Contract Documents.
(a) It is contemplated that TRS, in relation to the Phase IC Improvements
and Phase IIC Cap Repair, shall enter into agreements with the design consultants, including
but not limited to landscape architects, civil engineers, geotechnical engineers, environmental
consultants and other technical consultants identified and recommended by TRS following
consultation with City or recommended by City and retained by TRS for the Phase IC
Improvements and the Phase IIC Cap Repair (each a “Design Consultant”). City and TRS
will consult and agree on the proposed scope of work and the form of any bid request prior to
TRS’s solicitation of bids.
(b) It is contemplated that TRS shall enter into an agreement or agreements
(each, an “TRS-Contractor Agreement”) with one or more general contractors recommended
by TRS following consultation with City for the Phase IC Improvements and, upon prior
written approval by the Agency and City for the Phase IIC Cap Repair (each, a “Contractor”).
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Development Management Services Agreement – 10/16/2018
(c) TRS shall provide the City with up to three qualified fee and scope
proposals for each Design Consultant and Contractor and make a recommendation for City’s
Approval. Upon approval of selection of each Design Consultant and Contractor by TRS and
City, TRS shall have primary responsibility for negotiating all material project contracts, in
consultation with City, and subject to City’s Approval.
(d) City acknowledges that the previously executed agreements listed on
Exhibit D have been approved and have been assigned from OPD to TRS.
Section 1.09 Compliance with Laws. In the performance of the Development
Services under this Agreement, TRS shall at all times act in accordance with, and provide City
with reasonable notice of, any requirements imposed by any applicable federal, state and local
statutes, rules, laws, ordinances, encumbrances and covenants, conditions and restrictions, as
necessary for conformance to the Performance Standard, and which affect the design,
development, construction, or completion of the Phase IC Improvements and the Phase IIC
Cap Repair (collectively, the “Requirements”). It is understood that (except with respect to
any licenses or permits required by TRS in the ordinary course of its business or in order for
TRS to be permitted and authorized to provide the Development Services hereunder), TRS’s
performance of the Requirements shall be subject to and conditioned upon Agency making
necessary funds available to TRS from the Escrow Account under and in accordance with the
Project Budget.
Section 1.10 Ownership of Plans and Materials. All Progress and Final Plans and
Specifications (defined below) with respect to the Phase IC Improvements and Phase IIC Cap
Repair, including without limitation any non-privileged work product of TRS, shall at all times
be the property of City; provided that, until issuance of the final Certificate of Completion
pursuant to DDA Section 6.10.1, TRS shall have a non-exclusive license to use all Progress
and Final Plans and Specifications as reasonably necessary for performance of the
Development Service and to ensure integration and coordination with the “Developer Project,”
as defined in the DDA. Unless Approved by City, Consultant shall provide to TRS, for
delivery to the City (1) an AutoCAD (latest version) and a complete full size set of Progress
Plans and Specifications at the 35%, 65% and 95% design document phases, (2) an AutoCAD
and a complete full size set of the Final Plans and Specifications approved by the City, and (3)
not later than thirty (30) days after acceptance of the Phase IC Improvements by the City, an
AutoCAD and a complete full size set of As-Built Plans for the Phase IC Improvements..
Unless Approved by City, each Consultant’s contract shall provide that Consultant shall, upon
written request of the City, provide to TRS, for delivery to the City all of Consultant’s non-
privileged work product for the Phase IC Improvements, and City shall have the right to use
and rely on the Plans and Specifications and the work product without further compensation or
consent from the Consultant. TRS shall maintain and update the list of approved consultants
and approved contracts attached hereto as Exhibit D and shall provide City with an updated
copy of that list when it is updated.
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Development Management Services Agreement – 10/16/2018
ARTICLE II
Development Manager’s Services
Section 2.01 Nature and Scope of Services .
(a) TRS shall use commercially reasonable efforts to perform, manage,
arrange, supervise and coordinate all of the Development Services for the Phase IC
Improvements in accordance with the Final Plans and Specifications, the Project Budget, the
Project Schedule, and all Requirements. TRS shall perform the Development Services in
accordance with the degree of professional skill and care ordinarily provided by development
managers practicing in the same or similar locality under the same or similar circumstances
(the “Performance Standard”). TRS further agrees to furnish its best skill and judgment in
the performance of its duties hereunder.
(b) TRS shall also perform, manage, arrange, supervise and coordinate all
of the Development Services for the Phase IIC Cap Repair in accordance with Phase IIC Cap
Repair Plans and Specifications, an approved Phase IIC Cap Repair Project Budget (consistent
with DDA Exhibits 3.3.2B and 3.4.1), an approved Project Schedule, all Requirements, and
the Performance Standard.
Section 2.02 Pre-Construction, Design, Schedule, Budget and Other Matters.
(a) The “Project Schedule” is attached hereto as Exhibit C. TRS must
obtain City’s Approval to any modifications of the Project Schedule. TRS shall notify and
keep City informed of any events of actual delays or other events that may reasonably cause
delays affecting the Project Schedule. In the event of any approved changes to the Project
Schedule or any changes requested by City that affect the Project Schedule, TRS shall prepare
a revised Project Schedule and submit it to City for its reasonable Approval. The Project
Budget is attached hereto as Exhibit A. The term “Project Budget” as used herein shall also
mean and include any revisions to the Project Budget as and when approved by City in
consultation with TRS and, if the revision will require additional funds, the Agency. The total
cost of the Phase IC Improvements project as set forth in the Project Budget shall be referred
to herein as the “Budgeted Costs”. TRS must obtain City’s Approval, and where additional
funds are necessary the Agency’s approval, to any modifications of the Project Budget. TRS
shall notify and keep City informed of any variance or reasonably anticipated variance in the
line items in the Project Budget. The “Project Management Process” (“PMP”) attached
hereto as Exhibit E shall be used by TRS and City to manage the Phase IC Improvements
consistent with the Project Schedule and Project Budget. In the event of any approved
revisions to the Project Budget or any other changes requested by City, TRS shall prepare and
submit to City a revised Project Budget. The parties may enter into a project management plan
for the Phase IIC Cap Repair in a form similar to the PMP or through an amendment to the
PMP.
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(b) TRS and City have identified the Design Consultants listed in Exhibit D
to provide services for the Phase IC Improvements. TRS shall confer with City in selecting,
engaging and retaining, coordinating, and managing and administering the services of the
Contractor and any other Design Consultants or other service or contractor parties required for
the Phase IC Improvements including, but not limited to, surveyors, special consultants, and
testing laboratories (with such contracts and any amendments thereto subject to approval by
City’s Representative and with funding approved by the Agency if funding is required beyond
that set forth in the Project Budget).
(c) The current plans and specifications for the Phase IC Improvements and
Phase IIC Cap Repair are set forth in Exhibit F. TRS shall coordinate with City, the Design
Consultants, each Contractor and other appropriate consultants to obtain final drawings and
specifications (including mock-ups and color samples) acceptable to City (the “Final Plans
and Specifications”), and, with regard thereto, TRS’s responsibilities will include, without
limitation, the following: (i) reviewing, commenting on and coordinating changes in work-in-
progress documents up to but not including 100% design (the “Progress Plans and
Specifications”) that are requested by City; (ii) obtaining cost estimates from each Contractor
and Design Consultants and preparing revisions to the Project Budget for the construction
phase in light of design development at the 35%, 65%, and 95% Design phases and for
Landscape design at Schematic Design (SD), Design Development (DD), and Construction
Document (CD); and (iii) coordinating the finalization and Approval by City of Final Plans
and Specifications.
(d) TRS shall submit to City for its review and Approval Phase IC
Improvements and Phase IIC Cap Repair Progress Plans and Specifications at the 35%, 65%,
and 95% Design and for Landscape design at Schematic Design (SD), Design Development
(DD), and Construction Document (CD) milestones.
(e) TRS shall review Progress Plans and Specifications during their
development and provide advice on proposed site use and improvements, selection of
materials, building systems and equipment, and methods of project delivery. TRS shall provide
recommendations on relative feasibility of construction methods, availability of materials and
labor, time requirements for the procurement, installation and construction, and factors related
to construction cost including, but not limited to, costs of alternative designs or materials,
preliminary budgets, and possible economies.
(f) As the Design Consultant progresses with the preparation and/or
completion of the 35% and 65% design and for Landscape design at SD and DD design
documents, TRS shall, with the assistance of the Contractor for the site work, and construction
of the Phase IC Improvements and Phase IIC Cap Repair projects, prepare and update the
construction cost estimate in increasing detail and refinement. The estimated cost of each
contract shall be indicated with supporting detail. Such estimates shall be provided for City’s
review and Approval. TRS shall advise City if it appears that the construction costs may
exceed the Project Budget and make recommendations for corrective action, including without
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limitation any value engineering of the Progress Plans and Specifications to achieve necessary
reductions in such costs to make it confirm to the Approved Project Budget. City may, at its
discretion and as it deems necessary to ensure conformance to the Project Budget, direct a
value engineering exercise after cost estimates for each milestone estimate are provided to
City; provided, however, that City shall not have sole authority to direct value engineering
with respect to “Streets and Utilities at Hub,” per DDA Exhibit 3.2.1A. Upon resubmission,
City shall either submit further written comments or approve the plan. If further design
changes (including those related to value engineering) are proposed, TRS shall use best efforts
to have the Design Consultants prepare and then TRS and City shall review the design changes
within 15 business days of submission of the design changes. Any such design changes should
be substantively consistent with the Phase IC Improvements and Phase IIC Cap Repair
specified in the DDA.
(g) TRS and each Contractor shall consult with City and Design
Consultants regarding the TRS-Contractor Agreement and exhibits thereto, and make
recommendations whenever design details adversely affect constructability, cost or schedules.
(h) TRS and each Contractor shall provide recommendations and
information to City regarding the assignment of responsibilities for temporary facilities and
equipment, materials and services for use by each Contractor. TRS shall verify that such
requirements are included in the proposed Contract Documents.
(i) TRS shall provide recommendations and information to City regarding
each Contractor’s safety programs.
(j) TRS shall review with each Contractor the identified major
subcontractors and their bids, preparing and making recommendations to Contractor for the
Contractor’s selection and award of subcontracts.
(k) TRS shall use commercially reasonable efforts to obtain all building,
grading, development, and other permits and governmental approvals necessary to commence
and complete the Project. City shall provide all information in a timely manner that may be
necessary or appropriate for applying for or obtaining such permits. City authorizes TRS to
act as its agent to submit applications for and thereafter diligently pursue such permits, upon
approval of such applications by City. With respect to permits to be issued by the City, the
City shall expedite processing of applications for such permits to the greatest extent feasible
within the course of its normal permitting process. If TRS requests special services for permit
expediting beyond the City’s normal course, City shall make such services available to the
greatest extent feasible, provided that TRS pays applicable fees for expedited review.
(l) Prior to submitting landfill grading and proposed landfill cap
replacement plans to any regulatory or governmental agency, TRS shall submit to the City for
review and Approval of such plans.
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Section 2.03 Construction Management.
(a) Following the commencement of construction, TRS shall make bi-
weekly visits to the job site to review the work and progress of construction.
(b) TRS shall provide administrative, management and related services to
coordinate scheduled activities and responsibilities of the Contractor with those of TRS, City
and Design Consultant to manage the Phase IC Improvements project in accordance with the
Project Budget, the Project Schedule and the Contract Documents.
(c) TRS shall create and maintain a Risk Register in a form similar to that
provided in the PMP. TRS shall recommend courses of action to City when requirements of a
contract are not being fulfilled. TRS shall make efforts consistent with the Performance
Standard to resolve issues listed on the Risk Register and to resolve and settle any conflict
among each Contractor, Design Consultant and any of the professional consultants and shall
keep City fully informed with respect to such conflicts and settlement discussions and
resolution of issues.
(d) TRS shall consult with City regarding proposed changes and
modifications to the Final Plans and Specifications and coordinate issuance of change orders,
consistent with the change order process set forth herein in Section 2.03(j).
(e) TRS shall respond promptly to any questions from City or Agency
regarding the Project or progress of construction, construction methods, scheduling, and the
like.
(f) TRS shall coordinate the delivery and/or dedication of portions of the
Phase IC Improvements and Phase IIC Cap Repair following issuance of any Certificates of
Completion, per DDA Section 6.10.
(g) TRS shall coordinate efforts by all appropriate parties to complete each
phase of the Phase IC Improvements and Phase IIC Cap Repair in accordance with the Final
Plans and Specifications, as the same may be amended from time to time with the approval of
all necessary parties (including City’s and, when necessary for additional funding, Agency’s
Approval), such efforts to include, without limitation, assisting in the scheduling of inspections
and the preparation of punch list items.
(h) TRS shall implement procedures for the review and processing of
applications for payment submitted by each Contractor to ensure the completion of the Phase
IC Improvements and the Phase IIC Cap Repair improvements in accordance with the City’s
required payment procedures as set forth in the PMP. TRS shall request that the Design
Consultant review and certify such applications for payment submitted by each Contractor. As
set forth in the PMP, TRS shall monitor actual costs relative to the Project Budget and shall
prepare a monthly budget status report, in a form reasonably acceptable to City, as set forth in
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the PMP. The budget status report should include the Project Budget, work under contract,
projections of cost to be incurred though completion of the Project, a comparison of actual cost
to the Project Budget and depletion to date, projected use and proposed modification of any
contingency budgets. TRS shall issue the budget status report for City’s reasonable Approval
of the actual costs reflected therein. If actual costs are projected to exceed the Project Budget,
TRS shall recommend actions to be taken to complete the Project within the Project Budget.
TRS shall also develop and issue to City cash flow projections. TRS shall work with each
Contractor in preparing such reports, and City will arrange for TRS to have appropriate access
to each Contractor’s accounting records, to enable TRS to prepare the information required by
this subsection 2.03(h). In addition to the foregoing, TRS shall provide City with any
additional reports required in the PMP in compliance with the timelines set forth therein.
(i) Reserved.
(j) TRS shall review requests for changes, assist in negotiating each
Contractor’s proposals, submit recommendations to the applicable Design Consultant and
City, and if they are accepted, shall assist the Design Consultant in reviewing change orders
submitted by each Contractor and change directives which incorporate the Design Consultant’s
modifications to the Contract Documents, and shall coordinate budget revisions caused by
change orders. Change orders, as recommended by Project Manager, as defined in the Project
Management Process, are subject to approval as follows:
Value of Single
Proposed Change
Order and within
Project Budget
Cumulative Value of
Change Orders
Required Agency
Approval
Required TRS
Approval
$0- $10,000 N/A TRS’s
Representative or
designee
$10,001 to $75,000 N/A City’s Representative
or designee
TRS’s
Representative or
designee
$75,000 or greater Greater than three (3)
percent of Total
Phase IC Costs
calculated in three
(3) percent
increments
City Manager Chief Executive
Officer
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Development Management Services Agreement – 10/16/2018
If a change order requires additional funding from the Agency, the change order is also subject
to approval of additional budget authority from the Agency prior to approval of the change
order.
In addition, TRS shall advise City and seek City and TRS approval for any depletion of
contingency budgets that meet the following standards:
Dollar or Percentage
Value Reduction of
Single Use of
Contingency Budget
for Specific Budget
Line Item within
Project Budget
Cumulative
Percentage Value
Reduction for
Specific Budget Line
Item within Project
Budget
Required Agency
Approval
Required TRS
Approval
Less than $75,000 N/A City’s
Representative or
designee
TRS’s
Representative or
designee Client’s
Any amount in
excess of $75,000 but
less than 10% of the
total Phase IC
Improvements (or
Phase IIC Cap Repair
if applicable)
Contingency Budget
N/A City’s Representative TRS’s
Representative
N/A Any amount in
excess of the 10% of
original contingency
budget as calculated
in 10% increments
City Manager Chief Executive
Officer
(k) TRS shall receive certificates of insurance, in accordance with Article V
hereof, and copies of all policies and endorsements naming City and Agency, their officers,
employees and agents as an insured from each Contractor and shall forward them to City.
(l) Without limitation of TRS’s obligations to complete the Phase IC
Improvements as set forth herein, TRS will coordinate any environmental remediation of the
Phase IC Improvements, as identified in Exhibit 3.2.1 of the DDA, and the Phase IIC Cap
Repair, as identified in Exhibit 3.3.2 of the DDA.
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Development Management Services Agreement – 10/16/2018
(m) TRS and each Contractor shall coordinate the delivery, storage,
protection and security of TRS or City purchased materials, systems, and equipment until such
items are incorporated into the work.
(n) With the Design Consultant and City’s engineering and inspection
personnel, TRS shall observe each Contractor’s final testing and start-up of utilities,
operational systems and equipment.
(o) As soon as reasonably possible after completion of the work, and all
inspections of the work, TRS shall coordinate with Design Consultant to: (i) submit to City “as
built” Final Plans and Specifications; and (ii) submit to City a certificate of compliance
executed by the Design Consultant. The certificate of compliance shall certify such
installations as substantially conforming to the Final Plans and Specifications. TRS shall
coordinate obtaining the final certificate of completion for the Phase IC Improvements and
Phase IIC Cap Repair.
(p) TRS shall secure from each Contractor and transmit to the Design
Consultant warranties and similar submittals required by the Contract Documents for delivery
to City and Agency, and TRS shall deliver all keys, manuals, record drawings, and
maintenance stocks to City.
(q) TRS shall comply with the requirements of Section 6.5.1 of the DDA
regarding the posting, maintenance, and release of Performance Security or City Security in
connection with the Phase IC Improvements. TRS shall coordinate with City Representative
to obtain from the Phase IIC Cap Repair Contractor government security bonds required by
City for the Phase IIC Cap Repair prior to commencement of construction of the Phase IIC
Cap Repair.
(r) TRS shall coordinate efforts by all appropriate parties to complete the
punch list items identified by City, each Design Consultant and Contractor, and TRS.
(s) TRS shall obtain, or cause each Design Consultant or Contractor to
obtain, on behalf of City, permanent certificates of occupancy (or other appropriate and
necessary governmental documentation of acceptance or completion) with respect to the Phase
IC Improvements and Phase IIC Cap Repair.
Section 2.04 All Phases. During all phases of the Phase IC Improvements and Phase
IIC Cap Repair, TRS’s responsibilities will include the following:
(a) Providing City’s Representative with informal progress reports so as to
keep City fully apprised of the progress of the Phase IC Improvements and Phase IIC Cap
Repair, and providing City with the Draw Requests (as provided in Section 2.07) and the
Project Status Reports as provided in the PMP;
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Development Management Services Agreement – 10/16/2018
(b) Preparing and submitting to City supplements and refinements to the
Project Budget or any line item thereof for City or Agency’s Approval as development of the
Phase IC Improvements or Phase IIC Cap Repair move through their various phases to
completion;
(c) Notifying City of any actual or anticipated change in the Project
Schedule of which TRS becomes aware;
(d) Coordinating and managing the performance of each Contractor, the
Design Consultant and the other consultants and subcontractors under their respective
contracts with City or TRS and communicating City’s instructions, requirements and
approvals provided for in such contracts after obtaining such instructions, requirements or
approvals with respect thereto;
(e) Assisting City with respect to City’s negotiations with all applicable
utility companies, whether governmental or otherwise, for the installation or modification of
all applicable utility services to the Phase IC Improvements and Phase IIC Cap Repair on a
timely basis, with City and TRS each bearing their allocated share of the cost of all required
utility deposits and costs of installation;
(f) Coordinating the performance of any tests and inspections required by
any governmental authority;
(g) Promptly notifying City upon learning of any event of default or event
which, with the giving of notice and the passage of time or both, might constitute a default or
event of default under any document or instrument pertaining to the Phase IC Improvements or
Phase IIC Cap Repair (including, without limitation, providing all materials and submissions
required thereunder). In the event of any default or event of default by any person, TRS shall
consult with City concerning the action to be taken with respect thereto and take such action as
City shall reasonably direct with respect to such default or event of default;
(h) Sending to City copies of all material written notices received by TRS
from each Design Consultant, each Contractor, other consultants and contractors and legal
authorities;
(i) Obtaining all third-party consents, approvals and permits necessary or
appropriate for the completion and operation of the Phase IC Improvements and Phase IIC Cap
Repair in accordance with the Approved Plans; and
(j) Performing generally such other acts and things as may be reasonably
required in accordance with this Agreement for the full and complete supervision,
coordination, planning, design, development, construction and completion of the Phase IC
Improvements and Phase IIC Cap Repair projects and advising and consulting with City with
respect thereto.
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Development Management Services Agreement – 10/16/2018
(k) Although the parties recognize and agree that engineering, landscape
architecture, construction and certain other services with respect to the Phase IC Improvements
and Phase IIC Cap Repair will be provided pursuant to contracts between City, TRS and other
third parties as contemplated by this Agreement, no delegation by TRS of any of its
development management obligations hereunder shall be permitted without the prior written
consent of City and no such delegation shall relieve TRS of any responsibility or liability with
respect to such obligations hereunder. Notwithstanding the foregoing, City’s execution of this
Agreement shall serve as its written consent for TRS to engage the development management
services of the consultants identified in Exhibit D hereto.
Section 2.05 Post-Construction Services.
(a) TRS shall coordinate the transition of improvement systems operation
from each Contractor to City’s operating staff.
(b) TRS shall assist City in monitoring and administering work to be
performed under each Contractor’s warranties.
Section 2.06 Reserved.
Section 2.07 Draws.
(a) Commencing as of the date hereof and continuing through completion
of construction, TRS shall prepare and submit to City, on a monthly basis on the twelfth (12th)
of each month (each such date, a “Draw Date”), a “Draw Request”. The Draw Request for
the month shall include a project cost summary spreadsheet which shall be a static financial
account of all costs incurred (hard and soft) to date, any costs paid by TRS and any funding
required from Agency pursuant to the terms of the DDA and this Agreement together with any
additional information requested by City. Payment shall be made solely from Agency funds
on or before the thirtieth (30th) day of each month. Attached to the Application for Payment
shall be the invoices payable to all professional consultants with respect to the Project. Each
Draw Request shall be certified by TRS as being consistent with the terms and provisions of
this Agreement.
(b) In connection with the foregoing Draw Request submissions, TRS shall
organize and coordinate a schedule of monthly draw meetings to be attended by TRS, City, or
their respective affiliates, and TRS shall review applications for payment submitted by each
Contractor and other consultants and contractors and advise City and Agency with respect to
the appropriateness of such payments.
(c) Once construction of the Phase IC Improvements or Phase IIC Cap
Repair has commenced, TRS shall review the amounts due each Contractor.
Section 2.08 Lien Protection. TRS will exercise commercially reasonable efforts
consistent with the Performance Standards to cause a Contractor to obtain conditional lien
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Development Management Services Agreement – 10/16/2018
releases with respect to the contracts it is administering with respect to the Phase IC
Improvements and Phase IIC Cap Repair prior to making any payment under such contracts
and will obtain unconditional lien releases following such payment. TRS shall oversee each
Contractor in its processing of lien releases. TRS shall timely file a notice of completion upon
completion of the work. TRS shall assist City in contesting any liens or causing any liens
which are recorded to be removed from the Property as directed by City. TRS shall track the
filing of any preliminary twenty- (20-) day notices pursuant to the provisions of California
Civil Code Sections 8100 et seq. (as effective January 1, 2017) against the Property and shall
notify City of the filing of any notices within three (3) business days of TRS’s discovery of the
same.
Section 2.09 Copies of Documents. TRS shall furnish to City such items as may be
included in the Contract Documents or as may be needed in connection with the Phase IC
Improvements and Phase IIC Cap Repair or as requested by City, as well as all modifications
thereof and addenda thereto.
Section 2.10 Time. TRS shall perform the Development Services as expeditiously as
is consistent with the Performance Standard and in accordance with the Project Schedule.
Upon request of City, TRS shall submit for City’s reasonable Approval updates to the Project
Schedule for completion of the Project, which Project Schedule shall include allowances for
periods of time required for City’s Approval of submissions, and for approvals of authorities
having jurisdiction over the Project. With respect to actual Force Majeure delays, the Project
Schedule shall be automatically extended for a period of time commensurate with the time
such delay is in effect, and TRS shall submit to City written notice of its intent to update the
Project Schedule accordingly.
Section 2.11 Reserved.
Section 2.12 Cost Overruns.
(a) Prior to execution of an TRS-Contractor Agreement, TRS shall
negotiate the price, including all costs and expenses to be paid under the TRS-Contractor
Agreement, and the form and terms of the TRS-Contractor Agreement, all of which must be
consistent with the Project Budget or, as applicable, the Phase IIC Cap Repair Project Budget.
(b) For purposes of this Agreement, the following terms shall have the
following meanings:
(i) “Cost Overrun” means, (i) the amount, if any, by which actual
Project hard and soft costs exceed or are reasonably projected by City and TRS (after taking
into account reasonably projected savings in any line items) to exceed the Budgeted Costs; and
(ii) any amount not otherwise included in the Project Budget that is necessary to complete the
Phase IC Improvements or, if applicable, the Phase IIC Cap Repair. In the event any revision
to the Project Budget hereafter shall revise the Budgeted Costs below the total amount set forth
16
Development Management Services Agreement – 10/16/2018
on Exhibit A as of the date of this Agreement, then, for purposes of calculating Cost Overruns
in all events, no Cost Overrun shall occur unless and until the actual Project hard and soft costs
exceed (after taking into account reasonably projected savings in any line items) the Budgeted
Costs set forth on Exhibit A hereto as of the date of this Agreement.
(ii) “Achieved Cost Savings” means any actual demonstrated cost
saving in any hard cost line item or soft cost line item (set forth in the Project Budget)
following the completion of all of the work pertaining to such line item as determined by City
in its reasonable Approval after delivery by TRS of a Budget Adjustment Request. Consistent
with DDA Section 3.4.3 and Exhibit 3.4.1, City shall be entitled to any cost savings associated
with Phase IC improvements construction, provided that any cost savings associated with
construction of the Streets and Utilities at the Hub shall be paid by the Parties toward the
construction of Phase IIC Improvements, as set forth in DDA Section 3.4.3.
(iii) “Contingency” means the hard cost contingency line item and
the soft cost contingency line item set forth in the Project Budget as such line item may be
decreased through usage.
(iv) “Unavoidable Cost Overruns” means cost overruns resulting
from additional costs incurred as a result of changes in laws, rules, regulations or codes,
casualty and/or other matters beyond the reasonable control of TRS in its provision of
Development Services in accordance with the Performance Standard.
(c) Cost Overruns shall be funded as follows:
(i) First, any Cost Overruns shall be funded from Achieved Cost
Savings;
(ii) Second, any Cost Overruns shall be funded from the
Contingency;
(iii) Third, any Cost Overruns shall be funded by TRS and/or Agency
as required pursuant to the DDA.
Section 2.13 Certificates of Completion. TRS shall seek, and City shall, upon
approval of the improvements by the City, issue Certificates of Completion with respect to any
individual Phase IC Improvements, as well as a final Certificate of Completion confirming
completion of the Phase IC Improvements, consistent with the terms of the DDA.
ARTICLE III
Compensation of Development Manager
Section 3.01 Reserved.
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Development Management Services Agreement – 10/16/2018
ARTICLE IV
Termination and Events of Default
Section 4.01 Right to Terminate.
(a) City may terminate this Agreement in the event that the Contractor has
not been issued a notice to proceed to begin the construction of the Phase IC Improvements or,
as applicable, the Phase IIC Cap Repair respectively within any time period required pursuant
to the DDA, subject to Force Majeure, in which event no further amounts other than (i)
monthly installments of the Development Management Fee which have accrued as of the date
of such termination, plus (ii) any reimbursable expenses in accordance with Section 3.02 shall
be payable to TRS.
(b) City or Agency may immediately terminate this Agreement for Cause,
in which event no further amounts other than (i) monthly installments of the Development
Management Fee which have accrued as of the date of such termination, plus (ii) any
reimbursable expenses in accordance with Section 3.02 shall be payable to TRS. For purposes
of this Agreement, “Cause” means that an Event of Default is in effect, without cure within
any applicable grace or cure period.
(c) If City shall materially breach its obligations hereunder, and such breach
remains uncured for a period of (i) in the event of a monetary default, fifteen (15) days, or (ii)
in the event of a non-monetary default, thirty (30) days, after written notification of such
breach, TRS may terminate this Agreement by giving written notice to City and Agency, in
which event, Agency shall remain obligated to pay TRS all unpaid fees and reimbursable
expenses incurred through the date of termination, which fees, costs and expenses shall be paid
in full within 30 days following such termination.
Section 4.02 Events of Default. In addition to Developer Events of Default and
Agency Events of Default identified under the DDA, which are incorporated by reference as
applicable to performance of this Agreement, each of the following shall constitute an “Event
of Default” with respect to TRS:
(a) Any material default in TRS’s performance of its obligation hereunder
(other than those defaults specified in the remainder of this Section 4.02);
(b) The misappropriation of funds of City or Agency by TRS or the
commission of an act of fraud against the City or Agency.
Upon the occurrence and during the continuance of an Event of Default, and
following provision of notice and expiration of all applicable cure periods as set forth in
Section 10.4 of the DDA, City or Agency shall have the right to terminate TRS for Cause
under Section 4.01(b) and shall have the right to exercise all remedies available at law or
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Development Management Services Agreement – 10/16/2018
equity, and in accordance with Article X of the DDA.
Section 4.03 Survival. All representations made by TRS herein, together with any
and all causes of action and other rights and remedies which City or Agency may have as a
result of breach of any representation of this Agreement, shall survive any expiration or
termination of this Agreement for a period of six (6) months. All indemnification obligations
of either party shall survive this Agreement in accordance with Section 11.8 of the DDA.
Section 4.04 City’s Right Upon Termination. Upon a termination of this Agreement
for any reason, within five (5) business days of termination, TRS shall deliver to City all
Project documents in TRS’s possession or control.
ARTICLE V
Insurance
Section 5.01 DDA Applies. TRS shall comply with the insurance requirements set
forth in Section 6.6 of the DDA.
Section 5.02 Owner/Contractor Controlled Program. Contractor has obtained a
contractor controlled insurance program for the construction of the Phase IC Improvements
and the construction on the Developer Property. Not later than sixty (60) days prior to
commencement of construction of the Phase IIC Improvements, TRS will obtain at least two
(2) estimates for policies of insurance providing blanket coverage for all typical and customary
design and construction-related activities (such as an owner controlled insurance program).
The parties will review the estimates and if such coverage is found to be financially and/or
administratively beneficial to the Phase IIC Cap Repair, TRS will obtain such policies of
insurance for development of the Property. In the event TRS obtains blanket coverage for the
Property, it shall administer such policy and, to the extent applicable to the Property,
coordinate with City. In the event that TRS and City agree that TRS shall not obtain such
blanket coverage for the Property, TRS shall assist City in administering any construction-
related insurance policies (including any wrap policy) maintained by City with respect to the
Phase IIC Cap Repair, by providing information and facilitating the City’s processing of
claims until the final Certificate of Completion for the Phase IIC Cap Repair has been issued.
ARTICLE VI
Representation and Warranties, Indemnification and Limitation of Liability
Section 6.01 TRS’s Representations and Warranties.
(a) TRS represents and warrants that it is a corporation duly organized,
existing and in good standing under the laws of the State of Delaware, and in good standing
and authorized to do business in California. TRS’s sole shareholder is Kilroy Realty, L.P., a
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Development Management Services Agreement – 10/16/2018
Delaware limited partnership. All other representations of Developer under Article II of the
DDA are incorporated by reference into this Agreement as though set forth in full herein.
(b) Reserved.
Section 6.02 Indemnification.
(a) The indemnification provisions set forth in the DDA are incorporated by
reference into this Agreement as though set forth in full herein.
(b) In addition to TRS’s indemnification obligations set forth in Section
6.14 of the DDA, TRS agrees, at its sole cost and expense, to defend, indemnify and hold
harmless City and Agency and their officers, employees and agents, successors and assigns,
from (i) any claim for damages or injuries to persons or property arising from (A) the
negligence or willful misconduct of TRS or its Personnel or agents, (B) a material breach of
TRS’s obligations hereunder or (C) TRS acting outside of its scope of authority set forth
herein. Nothing contained in this section shall require TRS to defend, indemnify or hold
harmless Agency or City or any of its officers, employees and agents from any claims or
actions (i) that result from gross negligence or willful misconduct on the part of Agency or
City or (ii) that result from a breach of City or Agency’s obligations hereunder.
(c) Reserved.
(d) Nothing herein will be deemed to indemnify either party against such
party’s own negligence or willful misconduct.
ARTICLE VII
Miscellaneous
Section 7.01 Notice. Any notice or approval required or permitted to be given
hereunder by one party to the other shall be in writing, and the same shall be given and shall
be deemed to have been received (i) upon actual receipt when personally delivered, (ii) on the
date of transmission, if given by electronic mail or other electronic means (with suitable
evidence of transmission retained by sender); (iii) on the delivery date as recorded by the
delivery service, if send by Federal Express or other overnight mail; or (iv) on the date of
receipt as noted on the signature card, if sent by certified mail, return receipt requested;
provided that all such notices are sent to the party at the addresses hereinafter specified.
To City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attn: City Manager and Assistant City Manager
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Development Management Services Agreement – 10/16/2018
With a copy to: Meyers Nave
555 12th Street, Suite 1500
Oakland, CA 94607
Attn: Steven T. Mattas, Assistant City Attorney
To TRS: c/o Kilroy Realty Corporation
100 First Street, Suite 250
San Francisco, California 94105
Attn: Jonas Vass, SVP, Development
With a copy to: c/o Kilroy Realty Corporation
12200 W. Olympic Blvd., Suite 200
Los Angeles, California 90064
Attn: Legal Department
From time to time either party may designate another address or addressee for itself for all
purposes under this Agreement by giving to the other party not less than fifteen (15) days’
advance written notice of such change of address or addressee in accordance with the
provisions hereof. Refusal to accept delivery of notice shall be deemed receipt thereof.
Section 7.02 Reserved.
Section 7.03 Assignment; Binding Effect. TRS binds itself, its heirs, executors,
successors, assigns and legal representatives to City and Agency with respect to all covenants,
conditions, stipulations and provisions of this Agreement. Until completion of construction of
the Phase IC Improvements and Phase IIC Cap Repair, TRS shall not assign or transfer any
interest in this Agreement except (i) in accordance with Section 8.2.1 of the DDA, or (ii) with
the prior written consent of City. Transfers of ownership interests among the members of
Oyster Point Development, LLC shall be permitted.
Section 7.04 Reserved.
Section 7.05 Entire Agreement. Except as set forth in Section 1.01 hereof, this
Agreement represents the entire and integrated agreement between City and TRS and
supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by the party charged to be
bound thereby.
Section 7.06 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of California.
Section 7.07 Reserved.
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Development Management Services Agreement – 10/16/2018
Section 7.08 Time of the Essence. Time is of the essence in connection with this
Agreement and each and every provision hereof.
Section 7.09 Headings. The section headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect any of the terms hereof.
Section 7.10 Waiver. The waiver of either party of any breach or violation of, or
default under, any provisions of this Agreement shall not be deemed a continuing waiver of
such provision or a waiver by such party of any other provision or of any subsequent breach or
violation of this Agreement or default thereunder.
Section 7.11 Services Prior to Execution. Notwithstanding the fact that this
Agreement is executed as of the date first set forth above, the parties recognize that a portion
of the work and services required hereunder was performed prior to such date, all of which
work and services shall be governed by the terms and conditions of this Agreement and shall
be deemed to be included as a part of Development Services. TRS shall not be entitled to any
additional compensation for such prior activities and services, except as expressly provided
herein.
Section 7.12 Severability. In case any one or more provisions set forth in this
Agreement, or the application thereof to any person or circumstance shall for any reason be
held invalid, illegal or unenforceable in any respect, any such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement or the application of
such provisions to other persons or circumstances, and this Agreement shall be enforced to the
greatest extent permitted by law. If, in City’s reasonable judgment, such invalidity, illegality
or unenforceability materially alters this Agreement, City shall have the right to terminate this
Agreement in accordance with Article IV hereof.
Section 7.13 Exculpation. No officer, director, employee, of City, Agency, KR
Developer or TRS shall have any personal liability for any matter related to this Agreement
Section 7.14 Force Majeure. As used herein, the term “Force Majeure” shall mean
Force Majeure Event as that term is defined in Section 11.2.1 of the DDA.
Section 7.15 Effective Date and Term. This Agreement shall become effective as of
the date of execution of the Agreement between TRS and City. This Agreement shall remain
in effect as to the Phase IC Improvements until the issuance of the final Certificate of
Completion for the Phase IC Improvements has been issued by the City. This Agreement shall
remain in effect as to the Phase IIC Cap Repair until the issuance of the final Certificate of
Completion for the Phase IIC Cap Repair has been issued by the City.
Section 7.16 Dispute Resolution for Matters Decided Jointly by TRS and City. In
the event that the City Representative and the TRS Representative are unable to agree on any
issue that requires approval by the City and TRS and assuming the resolution of the issue does
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Development Management Services Agreement – 10/16/2018
not require additional funding beyond that set forth in Project Budget including any approved
amendments thereto or that resolution of the issue if agreed to between TRS and City is
contingent upon additional funding, the parties agree to implement the following process:
(a) The first step shall involve presentation of the issue to the Director of
Public Works and Jonas Vass, Senior Vice President, Development of TRS or their respective
designees who shall have the authority to resolve the matter upon mutual consent provided that
adequate budget authority exists for resolution of the issue. The Assistant City Manager and
the Executive Vice President shall consider and decide the issue within three (3) business days
of presentation of the issue. If the parties cannot resolve the issue, then City and TRS shall
proceed with the second step.
(b) The second step shall involve presentation of the issue to the City’s City
Manager and Tracy Murphy, Executive Vice President, Life Science of TRS who shall have
the authority to resolve the matter upon mutual consent provided that adequate budget
authority exists for resolution of the issue. The City Manager and TRS’s above-referenced
Executive Vice President shall consider and decide the issue within three (3) business days of
presentation of the issue. At the commencement of this second step, TRS and City shall within
three (3) business days of commencement of the second step agree on a list of three mutually
agreed upon experts as set required by the third step. If the parties cannot resolve the issue,
then City and TRS shall proceed with the third step.
(c) The third step shall involve the addition of one of the pre-selected
experts to the panel of the City Manager and TRS’s above-referenced Executive Vice
President for any design or contracting disputes that may need to be resolved in order to
continue the timely implementation of the Phase IC Improvements project or the Phase IIC
Cap Repair. The expert shall be selected from the list of three mutually agreed upon neutral
experts. If the parties are not able to agree on an expert from the list, the City Manager, in
his/her role as the Agency’s Executive Director, and TRS’s above-referenced Executive Vice
President shall each strike one name from the list of experts and the remaining expert shall be
designated expert. The decision on the dispute shall be determined by the votes of two of the
three members of the panel.
If additional budget authority is necessary to implement the action, the City, shall as
set forth herein, take reasonable efforts to request the budget authority from the Agency,
Oversight Board and Department of Finance. During the time period for consideration of
additional budget authority, TRS or the City, in their sole and absolute discretion, may
advance the additional costs and may seek reimbursement from the Agency upon approval of
additional funding by Agency.
Section 7.17 SB 854 Compliance.
This Agreement is subject to compliance monitoring and enforcement by the California
Department of Industrial Relations (DIR), pursuant to California Labor Code section
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Development Management Services Agreement – 10/16/2018
1771.4. Prior to commencement of construction, TRS, the Contractor retained by TRS and its
subcontractors must be registered with the DIR and qualified to perform public work pursuant
to Labor Code Section 1725.5, subject to limited legal exceptions under Labor Code section
1771.1. For the avoidance of doubt, nothing in this Agreement shall require such registration
by Design Consultants or other consultants and contractors of TRS that are not otherwise
classified as public works contractors pursuant to the Labor Code.
In accordance with the provisions of Labor Code section 1773.3, TRS shall provide
notice to the DIR of the award of any public works contract subject to the requirements of
Chapter 1 of Part 7 of Division 2 of the Labor Code, within five days of the award. The notice
shall be transmitted electronically in a format specified by the DIR (see
https://www.dir.ca.gov/pwc100ext/) and shall include the name of the contractor, any
subcontractor awarded the contract and the contract award dates, the contract amount, the
estimated start and completion dates, job site location, and any additional information the DIR
requires.
[Signatures on following page]
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Development Management Services Agreement – 10/16/2018
City of South San Francisco,
a municipal corporation
By: ________________________________________
Mike Futrell, City Manager
Approved as to form:
By: ________________________________________
Jason Rosenberg, City Attorney
KILROY REALTY TRS, INC.,
a Delaware corporation
By: ________________________________________
______________, _________________
By: ________________________________________
______________, _________________
3070465.1
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Development Management Services Agreement – 10/16/2018
Exhibit List
Exhibit A: Project Budget
Exhibit B: City (on behalf of Agency) Consultants
Exhibit C: Project Schedule
Exhibit D: Approved Kilroy Design Consultants & Approved Agreements
Exhibit E: Project Management Process
Exhibit F: Approved Conceptual Plans
Oyster Point Development
South San Francisco, CA
PHASE IC & IIC CAP REPAIR - BUDGET
ROPS Approval
(May'18)
Agency Share OPD Share Total Phase IC Agency Share OPD Share Total
DDA Cost Categories A B C = A + B E F G = E + F
1 Streets and Utilities at Hub 1,919,198$ 7,676,794$ 9,595,992$ 4,059,685$ 16,238,739$ 20,298,424$
2 Streets and Utilities at Point 5,434,533$ -$ 5,434,533$ 11,030,136$ -$ 11,030,136$
3 Clay Cap Repair at City Parcels - Phase IC 539,516$ -$ 539,516$ 612,900$ -$ 612,900$
4
Reconfiguration Parking Lot at Marina & Open
space Landscape 4,247,756$ -$ 4,247,756$ 8,238,145$ -$ 8,238,145$
5 Recreation Fields 1,969,117$ -$ 1,969,117$ 2,723,232$ -$ 2,723,232$
6 Future Hotel Site 792,931$ -$ 792,931$ 1,219,574$ -$ 1,219,574$
7 Landscaping at Beach / Park 3,496,408$ -$ 3,496,408$ 4,837,618$ -$ 4,837,618$
8
Landscaping at BCDC Area in City Parcels and
Palm Promenade -$ 9,533,859$ 9,533,859$ 3,658,435$ 9,533,859$ 13,192,294$
18,399,459$ 17,210,653$ 35,610,112$ 17,980,266$ 36,379,725$ 25,772,598$ 62,152,324$
ROPS Approval
(May'18)
Agency Share OPD Share Total
Phase IIC Cap
Repair Agency Share OPD Share Total
DDA Cost Categories A B C = A + B E F G = E + F
1 Clay Cap Repair 572,366$ -$ 572,366$ 1,460,052$ -$ 1,460,052$
Adjustment for Difference in Requested and DOF
ROPS Approval in May'18 ($798,374) [Notes A
and B]
(89,312.00)$
-$
(89,312.00)$
572,366$ -$ 572,366$ 798,374$ 1,370,740$ -$ 1,370,740$
Note A: Requested ROPS $18.0M for Phase IC and $0.89M for IIC Cap Repair for total $18.89M (OB and SA) in Dec'17.
Note B: Final DOF ROPS approval May'18 of $18,778,640: $17,980,266 for Ph. IC and $798,374 for IIC Cap Repair.
TOTAL
TOTAL
DDA Budget (2011 $'s) Ref. Exhibit 3.4.1
2017 Revised Budget
ROPS Approval (2017 $'s)PHASE IC 2011 BUDGET ADJUSTED
ESCALATION FROM 2011 TO DEC 2017
PHASE IIC CAP REPAIR 2011 BUDGET ADJUSTED
ESCALATION FROM 2011 TO DEC 2017
DDA Budget (2011 $'s) Ref. Exhibit 3.4.1
2017 Revised Budget
ROPS Approval (2017 $'s)
Prepared by OPD LLC Page 1 of 1
EXHIBIT B
Consultants on Behalf of Agency
Consultant Responsibility
RRM Design Group Landscape Peer Review
Meyers Nave Legal
Swinerton Management & Consulting Project Management and Administration
Tetra Tech Landfill Environmental Peer Reviewer
Rich Hopper Traffic Engineering
CSG Plan Checker
AKEL Engineering Group, Inc. Stormwater Analysis
Michael Baker Sewer Flow Analysis
Exhibit C
Project Schedule
Notice to Proceed March 2018
Grading Complete January 2020
Underground Utilities June 2020
Road March 2020
Concrete Pier Ramps May 2020
Parking Lot September 2020
Landscaping August 2020
Construction Complete September 2020
EXHIBIT D
Kilroy Approved Design Consultants and Approved Contracts
Consultant / Contractor Responsibility
Teichert Construction General Contractor
Langan Treadwell Rollo Geotechnical, Environmental
Wilsey Ham Civil Engineering, Surveying
James Corner Field Operations Landscape Architecture
Cummings Construction Management
Glumac Utility Consultant
RGA Utility Consultant
EXHIBIT E
Project Management Process
(See Attached)
Project Management Process (PMP)
For
Design and Construction Projects
Oyster Point Development Phase IC
Edited: October 2018
TABLE OF CONTENTS
1.0 Executive Agreement
1.1 Project Manager
1.2 PMP Ratification
2.0 Introduction
3.0 Project Description & Scope
4.0 Project Resource Allocation Plan
5.0 Project Management Structure
6.0 Project Oversight Team
7.0 Integrated Project Team (IPT)
7.1 Roles & Responsibilities of the IPT Members
7.2 IPT Consultants and Contractors
7.3 IPT Contracting Authority
7.4 IPT Directory
8.0 Contract Administration & Status Reports
8.1 Project Schedule
8.1.1 Design Schedule
8.1.2 Construction Schedule
8.2 Project Budget
8.2.1 Project Budget Approval Process
8.2.2 Project Budget Revisions Process
8.3 Monthly Draw Process
8.3.1 Project Status Update
8.3.2 Project Budget Update
8.3.3 Project Payment Approval
8.3.4 Invoices with Backup
8.3.5 Monthly Cash Flow
8.3.6 Lien Waivers
8.4 Chart of Accounts
8.5 Draw Dates
8.6 Contingencies
9.0 Design Phase
9.1 Project Baseline
9.2 Design Submittals and Review Process
9.3 Current Working Estimates (CWE)
9.4 Design Changes Procedures
9.5 Design Milestone Meetings
10.0 Construction
10.1 Construction Change Procedures
10.2 Construction Quality Assurance Management
10.3 Construction Meetings
10.3.1 Weekly OAC Meetings
10.3.2 Construction Milestone Meetings
10.4 Construction Risk Manager
10.5 Commissioning Quality Assurance (QA) & Systems Testing
10.6 Substantial Completion
10.7 Deficiencies
10.8 Letter of Acceptance
10.9 Claims
10.10 Construction As-Built Drawings
10.11 Operations and Maintenance (O&M) manuals
11.0 Warranty Protocol
APPENDIX
Attachment – A: Project Management Structure
Attachment – B: IPT Directory
Attachment – C Project Schedule
Attachment – D: Example Project Budget
Attachment – E: Example Project Paym ent Approval
Attachment – F: Example Conditional Lien Waiver
Attachment – G: Example Unconditional Lien Waiver
Attachment – H: Chart of Accounts
Attachment – I: Example Monthly Project Status Report
Attachment – J: Example Change Order Log
Attachment – K: Example Form of Risk Register
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1.0 Executive Agreement
The Integrated Project Team (IPT) members listed below fully support the provisions of this
Project Management Process (PMP). Each team member is dedicated to the successful
execution of this project to ensure that the complete, comprehensive objectives of designing and
constructing the project are attained with minimum number of changes, at the least possible cost
growth, and within the agreed timeframe. The PMP is a living document and may be updated at
any time as required by the IPT. All changes to the PMP will be coordinated with the IPT for
concurrence prior to implementation.
1.1 Project Manager:
The Project Manager (PM) in the Oyster Point Development Infrastructure Phase IC
(“Phase IC Improvements”) is responsible for the overall execution of the project from
initiation of the Design Phase through the completion of Construction Bid documents,
including follow-on construction services. The PM reports to the IPT and is responsible
for developing and maintaining this PMP, in coordination with the IPT and IPT support
members. The PM will provide any updates to this PMP, with all supporting project
documentation, to all members of the IPT and will update the documentation as required
by the IPT.
1.2 PMP Ratification:
This PMP has been developed and fully coordinated with the IPT members and is
integral to the successful completion and occupancy of this project. The IPT members
are fully engaged and committed to work together within the guidelines of the PMP. Each
signatory acknowledges review and approval of this document.
IPT Member
Kilroy Realty TRS, Inc. Representative
IPT Member
City of South San Francisco/ South San Francisco
Successor Agency Representative
Support to IPT
Project Manager
Construction Manager
Support Team to City/Agency IPT
Client Representative
2.0 Introduction
The purpose of the Project Management Process (PMP) is to provide guidelines for design and
construction projects in conjunction with Agreement for Development Management Services,
dated February 1 2017 and the Disposition and Development Agreement (“DDA”), dated March
23, 2011. It is to be reviewed, approved, and signed by the IPT .
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▪ Establish the framework and process for the management and execution of the procurement,
design, and construction of the Phase IC Improvements.
▪ Outline the project scope, budget, construction resource requirements, roles, responsibilities,
authorities of the City of South San Francisco (“City”) and the South San Francisco
Successor Agency (“Agency”), and Kilroy Realty TRS, Inc. (“TRS”).
▪ Outline the technical performance requirements for the management and control of the
project from initiation of concept design through construction, and final delivery to the
customer/user.
▪ Establish decision procedures for the review and resolution of inquiries and proposals for
changes.
Providing a quality project on schedule and within budget is the primary objective of all IPT
members and support team members. The operating procedure described in this plan
supplements existing regulations for the purpose of establishing more detailed and specific
relationships among organizations participating in this project. It is intended that this management
plan be a living document subject to change as conditions warrant or as project experience
dictates.
3.0 Project Description and Scope
TRS, the City and the Agency are parties to that certain Disposition and Development Agreement
(“DDA”), dated March 23, 2011 and pursuant to that certain Consent, Assignment and
Assumption Agreement dated August 18, 2016, which relate to development of specified real
property owned by TRS and the City, respectively. The DDA provides for construction of
improvements in Phases IC and IIC on the properties owned by City and TRS. The DDA
allocates costs and responsibilities for the design and construction of the improvements to
Phases IC and IIC. The City (acting on behalf of the City and Agency) and TRS desire to have
TRS manage design and construction of the improvements specified herein subject to the terms
set forth herein which are intended to be consistent with the allocation of responsibilities set forth
in the DDA.
4.0 Project Resource Allocation Plan
The Project Budget is shown in Attachment – D. The budget summary includes all Project Budget
estimated costs for the project including all project development costs, design services, site
preparation and construction costs, construction support, and project support costs.
5.0 Project Management Structure
See Attachment - A for Project Management Structure.
6.0 Project Oversight Team
The Project Oversight Team provides strategic leadership and oversight in the delivery of the
Phase IC Improvements program and resolves issues that cannot be resolved at lower levels.
Specifically, the Team will provide the following oversight and direction:
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• Render decision on recommendations or changes presented by the IPT with input from IPT
support team members
• Stay informed of the project development and status
• Confirm and prioritize the requirements for the project
• Resolve any issues that cannot be resolved at other lower project management levels.
• Levels of Oversight:
o 1st Level of Project Oversight: Jonas Vass, Senior Vice President and Eunejune Kim,
Public Works Director
o 2nd Level of Project Oversight: John Kilroy, Chief Executive Officer and Mike Futrell,
City Manager
7.0 Integrated Project Team (IPT)
The Integrated Project Team (IPT) is essential to the successful execution of the overall project
goals and objectives. The IPT support team members are advisory to the IPT members. The IPT
is established at the very onset of the initial project authorization and assists the PM in
developing the strategies for the design and construction processes and resource requirements.
7.1 Roles and responsibilities of the IPT Members:
1. Project Manager (PM): The Project Manager (PM) reports to and receives direction from the
IPT. The PM has the single point stewardship responsibility for all aspects of the project
during the execution and has overall responsibility for project management, schedule and
cost compliance. The Project Manager is the proponent of the acquisition planning and the
solicitation process. The PM represents the interests of both TRS and the Agency/City and
manages all associated services in the execution of this project including; a) environmental
requirements, b) schedules all project conformance review meetings, c) prepares the
agenda, coordinates time, d) prepares and distributes minutes, e) updates the required
Project Status Reports, f) briefs IPT on the project status during the weekly Project meetings,
and g) keeps them informed on conformance with the project, changes, and problem areas
regarding the project. The PM has a limited delegation of authority set by the IPT and has
the authority to direct the contractor within the scope of the contract.
The PM manages project funds that are within IPT’s control. The PM is the primary conduit
for all change orders, and correspondence associated with any contract that supports this
project. The PM coordinates all necessary approvals for changes by IPT members and
prepares and transmits requests for changes and all approved changes to the IPT.
2. Client Representative (CR): The CR is responsible for project coordination with the City and
the Agency and for reporting project status to the Project Oversight Team. The Client
Representative will support the PM in coordinating and validating Agency requirements and
requests for changes during the design and construction phases. CR will attend all design
and project review meetings, contractor selection activities, and the government’s
conformance review meetings representing the interests of the City and the Agency. The CR
represents the City and the Agency interests and objectives for this project. The CR will be
the primary point of contact representing user requirements.
8
3. Construction Manager (CM): The Construction Manager (CM) reports to and receives
direction from the IPT. The CM has the main point of responsibility for all onsite construction
administration related aspects of the project once construction bid documents are issued and
through construction close out. The CM has overall responsibility for daily onsite construction
administration and schedule. The CM represents the interests of both TRS and the
Agency/City and manages all associated services in the execution of this project including; a)
construction administration b) construction schedule updates c) prepares project meeting
agenda and minutes, e) updates the required Project Status Reports, f) briefs IPT on the
project status during the weekly Project meetings, and g) keeps them informed on
conformance with the project, changes, and problem areas regarding the project. The CM
has a limited delegation of authority set by the IPT and has the authority to direct the
contractor within the scope of the contract.
7.2 IPT - Consultants and Contractors (Integrated Project Team)
1. Architect-Engineer (A/E): The A/E services may include but are not limited to the
following: program of requirements, conceptual design, project design manual, proposed
schematic design, design development, construction bid documents including
specifications, Construction Cost. The A/E services may include assisting the PM in
providing project conformance oversight and construction observation for in -place
elements for review of conformance. The Project Manager (PM) will enforce and
administer the existing contract. All changes to the A/E’s contract will be proposed and
implemented by the Project Manager and subject to approval by the IPT .
2. Construction Contractor: The firm awarded the contract is responsible for providing
Quality Assurance and Quality Control (QA/QC) in accordance with the contract. The PM
will provide conformance reviews with technical assistance from the A/E. All changes to
the contract will be proposed and implemented only by the Project Manager subject to
approval of IPT.
7.3 IPT Contracting Authority
The PM/CM are the only IPT members authorized to direct changes to the design and
construction contracts and such changes shall require prior authorization per Sec tion
2.03(j) of the Agreement for Development Management Services. Changes that the IPT
determines should be made to the contracts must be directed through the PM. The IPT
must not provide any direction or clarifications to the contractor or his/her subcontractors
without going through the PM/CM. All issues that will impact the scope and intent of the
contract must be brought to the attention of the PM/CM for review and resolution by the
PM/CM.
7.4 IPT Directory (see Attachment – B)
The Integrated Project Team (IPT) directory provides the key point of contact for
coordination of project issues.
9
8.0 Contract Administration and Status Reports
The Project Manager/Construction Manager is responsible for managing the overall project and
coordination of project issues and actions with the IPT. The PM/CM will ensure that accurate
project status reports are maintained and provided to the IPT members in a timely manner.
Project issues will be coordinated by various means including teleconference, electronic
messaging, and on-site meetings. The PM will establish uniform and consistent project reporting
processes with the IPT. The PM will coordinate and validate users’ requirements during the
programming and schematic design phase of the project.
Construction progress review meetings will be conducted as an expansion of the monthly/weekly
project conformance review meetings. These meetings will be held every 2 weeks or on an as -
needed basis. The construction progress review meetings will be attended by the IPT and chaired
by the PM/CM and may be held at the project site or by tele-conference calls. The expanded
agenda will address and resolve any outstanding project scope, cost, schedule, and pending
requests for changes.
8.1 Project Schedule (Attachment – C)
8.1.1 Design Schedule: The project design schedule will be developed by the PM and
coordinated with the IPT at the initial team meeting. A Project Design Schedule is
provided as an attachment to this PMP as Attachment – C. Considerations in the
development of the design project schedule will include the following factors:
▪ Date of initial authorization to begin design
▪ Each Phase of design (35% etc.) and review period
▪ City review period durations
8.1.2 Construction Schedule: The construction schedule will be developed during the
development of the RFP. The construction schedule will be refined by the Project
Team during the final design development to establish all essential time lines.
The IPT will review the schedule to ensure appropriate durations have been
included for all aspects of the construction, to include the following
considerations:
1. Construction contract period of performance.
2. Commissioning.
3. Substantial Completion (contractor).
4. Final completion (all punch list/bond release items completed) (contractor).
10
8.2 Project Budget (Attachment – D)
8.2.1 Project Budget Approval Process: The Project Budget is attached hereto as
Attachment D.
8.2.2 Project Budget Contingency: Based on size and complexity of the project, the
dollar threshold level for the Direct Cost Contingency and any amendments thereto will
be recommended by the Project Manager and subject to approval by the IPT.
8.2.3 Project Budget Revisions Process: The project budget revision will be
developed by the PM and distributed to the IPT for review and approval as required by
Section 2.02(a) of the Agreement for Development Management Services.
8.3 Monthly Draw Process
8.3.1 Monthly Project Status Report (Attachment – I): The Monthly Project Status
Report will be developed by the PM and distributed to the IPT for review on a monthly
basis as part of the draw package.
8.3.2 Change Order Log (Attachment – J): The Change Order Log will be developed
by the PM and distributed to the IPT for review on a monthly bas is as part of the draw
package.
8.3.3 Project Payment Approval (Attachment – E): The project payment approval will
be developed by the PM and distributed to the IPT for review and approval on a monthly
basis as part of the draw package.
8.3.4 Invoices with Backup: The project invoices with backup will be vetted by the
PM and distributed to the IPT for review on a monthly basis as part of the draw package.
8.3.5 Monthly Cash Flow: The project cash flow and contingency budgets will be
updated on a monthly basis by the PM and distributed to the IPT for review as part of the
draw package.
8.3.6 Lien Waivers (Attachment - F & G): The project conditional and unconditional
lien waivers will be reviewed by the PM and distributed to the IPT for review on a monthl y
basis as part of the draw package.
11
8.4 Chart of Accounts (Attachment – H)
The project will utilize the chart of accounts as shown in Attachment H. The chart of
account has specific cost codes for both hard and soft project costs. If the chart of
accounts requires any revisions the PM will make these changes and distribute to the IPT
for review and approval.
8.5 Draw Dates & Distribution
The PM will distribute the monthly draw package electronically via email for review no later
than the 12th of each month to allow time for the IPT to review, approve and fund by the
30th of the month.
8.6 Contingencies
8.6.1 Direct Cost Contingency: The Direct Cost Contingency is to be used for
changes in the project scope as directed by the IPT and/or unforeseen conditions not
anticipated in the construction drawings.
8.6.2 Contractor Contingency: The Contractor Contingency (included within the 19%
General Conditions and mark ups line item) funds shall be used during the estimating
period to cover undeveloped detail in the progress drawings and then be reduced at the
time of the construction contract to be used for gaps in the buyout or other omissions by
the contractors.
8.6.3 Indirect Cost Contingency: The Indirect Cost Contingency is to be used for
unanticipated soft costs such as additional services by design consultants and/or additional
administrative costs.
9.0 Design Phase
All IPT and IPT support team members will be asked to formally review and comment on the
35%, 65% and 95% design documents and for landscape design at Schematic Design (SD),
Design Development (DD), and Construction Document (CD), to ensure that the project specific
requirements are incorporated in the design documents. The PM will provide copies to: City staff
for technical review and input. Additionally, the PM, or a designated representative, will perform
Technical and Environmental compliance reviews prior to issuing for bid, thereby minimizing the
potential changes during construction.
9.1 Project Baseline
The project baseline (“Baseline”) was previously established within the Disposition and
Development Agreement (“DDA”), dated March 23, 2011. Any changes to the Baseline
will require approval by the Project Oversight Team.
12
9.2 Design Submittals and Review Process
The PM will distribute the design documents for review by the IPT at the following
milestones: 35%, 65% and 95% and for landscape design at Schematic Design (SD),
Design Development (DD), and Construction Document (CD). The IPT will have two
weeks to review and provide comments to the PM to be included in the next design
phase. During the review period, the design team will continue working on the design
documents as to not delay the design process. Following the 95% design review period,
changes will be incorporated as appropriate as the 100% Design documents.
9.3 Total Project Cost (TPC)
The total project Total Project Cost shall be developed by the Contractor and distributed
by the PM to the IPT at the 35% and 65% design and for landscape design at Schematic
Design (SD), Design Development (DD), and Construction Document (CD) milestones.
The General Contractor or project Preconstruction services provider, will provide at each
submittal an updated construction cost estimate. The IPT will review the TPC submittal ,
provide comments, and approve or reject the TPC. The 95% and CD design documents
will service as the basis for the bid documents and any final changes in the 100% design
documents shall be incorporated into the construction contract. The PM shall update the
project TPC during construction as required and post the TPC as part of the monthly
Project Status Report.
9.4 Design Change Procedures
Any requested programmatic design changes during design phase shall be submitted by
the Client Representative to the PM in writing describing the scope and justification for
the change. The PM will review the change request into consideration and determine the
impact on funding, schedule and justification of requested change.
9.4.1 Programmatic Changes During Design: Changes need to be submitted in
writing by the Client Representative to the PM describing the scope and
justification for the change. Programmatic Changes are the result of
requirements that IPT determines were not originally identified during
programming and that need to be implemented into the design or new
requirements. A revised construction cost estimate and schedule reflecting the
requested design change impact(s) to project needs to be provided.
Implementation of Programmatic Changes: The PM will develop a description of
the scope change, a cost estimate, determine potential delays, and impact on
budget. Changes that impact the total project cost above the previously
established threshold or schedule shall be brought to the Project Oversight Team
for review and approval
9.5 Design Milestone Meetings
13
The PM will schedule design milestone meetings with the IPT and City Staff at 35%,
65%, and 95% Design and for landscape design at Schematic Design (SD), Design
Development (DD), and Construction Documents (CD) milestones. The PM will schedule
interim design updates between milestones with the IPT and City Staff .
10.0 Construction Phase
The concept of informal partnering should be used for the construction of all projects. Partnering
creates an environment that nurtures cooperative team-building that is in pursuit of common
goals and objectives. This is an approach to conducting business that focuses on making the
goals of all the project stakeholder better understood and managed to achieve positive results.
10.1 Construction Change Procedures:
10.1.1 Technical Changes: These are changes that must be incorporated to allow the
construction to proceed on schedule and to provide a fully functional project. The change may
be generated as a result of differing site conditions, errors or omissions in the programming or
specifications, or changes in order to be code compliant. Funding for Technical changes is
covered by the Direct Cost Design Contingency funds and is managed by the Project Manager.
Approval of change orders shall be as set forth in Section 2.03(j) of the Agreement for
Development Management Services.
Implementation of Technical Changes: These changes, will receive top priority for
implementation. Approval authority for these changes rests with the Public Works Director and
must be processed through the PM within 10 working days. Technical changes are funded from
the Direct Cost Contingency funds. The PM will monitor the expenditure of the Direct Cost
Contingency funds. Expenditure of contingency funds shall be reported to City for monitoring
purposes. When a technical change (in the judgment of the PM) impacts the project’s
construction contingency funds the PM shall inform the IPT of the requested change and impact
to the project (see attached flow chart). When the IPT is in agreement with the technical change,
the PM shall inform the Project Oversight Team of the requested change and impact to the
project.
10.1.2 Programmatic Changes during Construction: These are generally requests for
changes to the construction contract initiated by the City and are covered under the Direct Cost
Contingency funds. Such changes after contract award are normally very expensive and may
delay completion of the project. They should be held to a minimum.
Implementation of Programmatic Changes: Programmatic Changes will be managed to avoid
exhausting available contingency funds prior to identification and resolution of all mandatory
technical changes. Implementation of program changes can not cause unacceptable schedule or
cost impacts to the contract.
14
Program changes may be deferred for future consideration if funds are still available following
completion of the contract work. Deferred changes, if implemented, may be competitively bid in
a separate follow-on contract at the end of the main contract. Program changes may be
implemented during the basic contract work if they cannot reasonably be deferred due to the
nature of the work or if earlier implementation is in the best interest of the project stakeholders.
The PM and IPT will maintain a priority list of deferred program changes with preliminary cost
estimate(s).
All requests for program changes will be submitted by the Client Representative to the PM.
When required the PM will provide a written scope of work, preliminary cost estimate and impact
statement for the proposed program change. The PM will review the proposed change with the
IPT (scope change, schedule, cost estimate and impacts) to determine if the change is out of
project or contract scope, exceeds available funds or if the change should be deferred, the PM
and IPT will submit the requested change, along with the City approved source of funds, to the
Project Oversight Team for review and approval. If the change is approved, the PM may request
additional funds from the City for the change.
10.2 Construction Quality Assurance Management: Construction Quality Assurance is the
responsibility of the CM. The goal is to achieve a quality construction by conforming to the
contract requirements. A close working relationship facilitates communication and issue
resolution shall be established early in the project between the Contractor , the CM and the
PM to achieve this goal.
10.3 Risk Register: PM/CM shall prepare and submit to IPT on a monthly basis a Risk Register
and shall make recommendations to the IPT to resolve issues on the Risk Register
(Attachment - K).
10.4 Quality Assurance (QA) & Special Testing; All material testing and special inspection,
shall be identified in the specification. Testing and Special Inspections as required by
building code will be performed by an independent third party.
10.5 Substantial Completion: Prior to substantial completion and final acceptance of the
project, periodic conformance inspections shall be conducted on an area-by-area basis or
on a functional basis by the CM. The purpose of these conformance inspections is to
minimize delays and insure efficient turnover. The Contractor shall correct any construction
deficiencies identified during these visits before a final turn over is scheduled.
10.6 Deficiencies: At project completion, if the space is not safe and cannot be used for its
intended use, the PM shall first determine that any major deficiencies have been corrected;
before a final acceptance inspection is scheduled with the IPT, end-user representative(s)
and other participants is conducted. Teams may include representatives from the City and
PM, and others as appropriate.
10.7 Letter of Acceptance: Prior to turnover to the City, the CM shall obtain from the “Client
Representative” a signed “letter of acceptance”.
15
10.8 City Assumes Responsibility: Upon substantial completion and turnover to the City, the
City will assume responsibility for the operation and maintenance of the project.
10.9 Claims: The CM will immediately inform the IPT if there are any pending claims. Upon
determination by the CM that a contractor’s claim in whole or in part has merit, the CM will
prepare a standard change request with the agreed amount and forward it with rationale for
merit to City for funding guidance. Standard procedures for estimating and negotiating will
be followed to assure timely execution of a completed contract modification to resolve the
claim. Approval of change orders shall be as set forth in Section 2.03(j) o f the Agreement
for Development Management Services.
10.9 As-Built Documents: Completed as-built drawings including all electronic drawing files are
to be provided within 30 days of turnover and before final payment. The PM will ensure that
the contractor prepares the completed as-built drawings both red-line and on CADD. The
as-built drawings will be delivered to the City directly along with a copy of the specifications,
warranties, and O&M manual.
10.10 Operations and Maintenance (O&M) manual: Shall be identified in the General
Conditions of the Specification.
11.0 Warranty Protocol: The PM/CM will maintain a list of any deficiencies outstanding at substantial
completion. The PM/CM will coordinate closely with the contractor to insure prompt correction of
deficiencies. Prior to the handover date, the PM/CM will conduct a pre-warranty conference with
the contractor and with the City representative in attendance. During the pre -warranty conference
the contractor shall provide a list of sub-contractors, phone numbers and names of contact
person responsible for the execution of any warranty work.
The City will have the responsibility of administering the warranty program throughout the
contractually specified warranty period. The City upon notification of a possible warranty
requirement, will do an initial investigation to ensure that the problem is covered under warranty.
The City will then contact the contractor listed on the on the warranty list and issue a request for
corrective action. The City shall m aintain a log of all warranty requests received with: request
date, actions taken, completion date or pending and will inform the initiators of such status on a
weekly basis. If required, the PM will assist in resolving warranty items in the event the cont ractor
is not available to respond in an expeditious manner.
At eleven (11) months after transfer, the PM/CM will conduct joint inspections with the contractor,
City and any other representatives to identify defects and plan corrective actions. The CM will
contact the City prior to these inspections for the list of warranty call log and potential latent
defects on the project. These items will be reviewed by the PM/CM for possible follow-up action.
During this same inspection, the PM/CM may conduct a Post Delivery Evaluation of the Project.
16
(Attachment-A)
Project Management Structure
17
(Attachment – B)
IPT Directory
The Integrated Project Team (IPT) directory providing the key point of contact for coordination of project
issues is as follows:
POC
Project Manager:
(Jonas Vass, Kilroy Realty Corporation, 100 First Street Suite 250, San Francisco, CA 94105,
415-778-7741)
IPT Member – Kilroy Realty TRS, Inc.:
(Jonas Vass, Kilroy Realty Corporation, 100 First Street, Suite 250, San Francisco, CA 94105, (415)-778-7741)
IPT Member – City of South San Francisco/South San Francisco Successor Agency:
(Eunejune Kim, 550 N. Canal Street, South San Francisco, CA 94080, (650) 877-8550)
Client Representative:
(Dennis Wong, Swinerton, 260 Townsend Street, San Francisco, CA 94107, (415) 617-1451)
Construction Manager:
(Ari Erfani, Cummings Corporation, 475 Sansome Street, Suite 700, San Francisco, CA 94111, (330) 957-9981
(Eugene Lam, Cummings Corporation, 475 Sansome Street, Suite 700, San Francisco, CA 94111, (510) 396-3033)
18
(Attachment – C)
Project Schedule
Notice to Proceed March 2018
Grading Complete January 2020
Underground Utilities June 2020
Road March 2020
Concrete Pier Ramps May 2020
Parking Lot September 2020
Landscaping August 2020
Construction Complete September 2020
19
(Attachment – D)
Example Project Budget
Oyster Point Development
South San Francisco, CA
PHASE IC & IIC CAP REPAIR - BUDGET
ROPS Approval
(May'18)
Agency Share OPD Share Total Phase IC Agency Share OPD Share Total
DDA Cost Categories A B C = A + B E F G = E + F
1 Streets and Utilities at Hub 1,919,198$ 7,676,794$ 9,595,992$ 4,059,685$ 16,238,739$ 20,298,424$
2 Streets and Utilities at Point 5,434,533$ -$ 5,434,533$ 11,030,136$ -$ 11,030,136$
3 Clay Cap Repair at City Parcels - Phase IC 539,516$ -$ 539,516$ 612,900$ -$ 612,900$
4
Reconfiguration Parking Lot at Marina & Open
space Landscape 4,247,756$ -$ 4,247,756$ 8,238,145$ -$ 8,238,145$
5 Recreation Fields 1,969,117$ -$ 1,969,117$ 2,723,232$ -$ 2,723,232$
6 Future Hotel Site 792,931$ -$ 792,931$ 1,219,574$ -$ 1,219,574$
7 Landscaping at Beach / Park 3,496,408$ -$ 3,496,408$ 4,837,618$ -$ 4,837,618$
8
Landscaping at BCDC Area in City Parcels and
Palm Promenade -$ 9,533,859$ 9,533,859$ 3,658,435$ 9,533,859$ 13,192,294$
18,399,459$ 17,210,653$ 35,610,112$ 17,980,266$ 36,379,725$ 25,772,598$ 62,152,324$
ROPS Approval
(May'18)
Agency Share OPD Share Total
Phase IIC Cap
Repair Agency Share OPD Share Total
DDA Cost Categories A B C = A + B E F G = E + F
1 Clay Cap Repair 572,366$ -$ 572,366$ 1,460,052$ -$ 1,460,052$
Adjustment for Difference in Requested and DOF
ROPS Approval in May'18 ($798,374) [Notes A
and B]
(89,312.00)$
-$
(89,312.00)$
572,366$ -$ 572,366$ 798,374$ 1,370,740$ -$ 1,370,740$
Note A: Requested ROPS $18.0M for Phase IC and $0.89M for IIC Cap Repair for total $18.89M (OB and SA) in Dec'17.
Note B: Final DOF ROPS approval May'18 of $18,778,640: $17,980,266 for Ph. IC and $798,374 for IIC Cap Repair.
TOTAL
TOTAL
DDA Budget (2011 $'s) Ref. Exhibit 3.4.1
2017 Revised Budget
ROPS Approval (2017 $'s)PHASE IC 2011 BUDGET ADJUSTED
ESCALATION FROM 2011 TO DEC 2017
PHASE IIC CAP REPAIR 2011 BUDGET ADJUSTED
ESCALATION FROM 2011 TO DEC 2017
DDA Budget (2011 $'s) Ref. Exhibit 3.4.1
2017 Revised Budget
ROPS Approval (2017 $'s)
Prepared by OPD LLC Page 1 of 1
20
(Attachment – E)
Example Project Payment Approval
OPD - PHASE IC - PROJECT PAYMENT APPROVAL
TO:Jonas Vass Eunejune Kim
Kilroy Realty Corporation City of South San Francisco
100 1st Street, Suite 250 550 N. Canal DATE:8/22/2018
San Francisco, CA 94105 South San Francisco, CA 94080 DRAW #:22
PROJECT:OPD Phase IC
WE ARE SUBMITTING THE FOLLOWING INVOICES FOR PAYMENT:
Ref #Cost Code Commitment ID Vendor Reference Revised Contract
Value Paid to Date Contract Value
Remaining
% To be
Paid by
Developer
% To be
Paid by
Agency
Invoice Number Invoice
Date
Amount
requested this
period
Amount Approved
For Payment
Amount Paid this
Period Outside of
this Draw
Amount Funded
by Developer
Amount Funded
by Agency Notes
Contracted Invoices Do not print -->
Invoices with no contract (or under hourly engagement)
Incidental expenses drawn from working capital over past month
Total Amount Approved for Payment to Vendor in Draw:-$
Amount paid outside of draw through Working Capital Account
Amount to be replenished to Working Capital (Total Invoices Paid this Period Outside this Draw):-$
*** Developer pays 100% until meeting the obligation cap of $9,533,089.Total invoices paid during period and approved in draw:
Total to be funded by Developer this period:-$
Total to be funded by Agency this period:-$
Cumming Corporation Kilroy Realty TRS Inc.City of South San Francisco
SIGNED:8/22/2018 SIGNED:DATE:SIGNED:DATE:
Jarrod Ross NAME:NAME:
Senior Cost Manager TITLE:TITLE:
-$
21
(Attachment – F)
Conditional Lien Waiver Form
22
(Attachment – G)
Unconditional Lien Waiver Form
23
(Attachment – H)
Chart of Accounts
Cost Code Description
1.0 - HARD COSTS - PHASE IC
1.1 - DIRECT COSTS - (PHASE IC)
1.1.01 Streets and Utilities at Hub
1.1.02 Streets and Utilities at Point
1.1.03
Clay Cap Repair at City Parcels - Phase
IC
1.1.04
Reconfiguration Parking Lot at Marina &
Open space Landscape
1.1.05 Recreation Fields
1.1.06 Future Hotel Site
1.1.07 Landscaping at Beach / Park
1.1.08
Landscaping at BCDC Area in City
Parcels and Palm Promenade
1.2 - INDIRECT COSTS - (PHASE IC)
1.2.01 Streets and Utilities at Hub
1.2.02 Streets and Utilities at Point
1.2.03
Clay Cap Repair at City Parcels - Phase
IC
1.2.04
Reconfiguration Parking Lot at Marina &
Open space Landscape
1.2.05 Recreation Fields
1.2.06 Future Hotel Site
1.2.07 Landscaping at Beach / Park
1.2.08
Landscaping at BCDC Area in City
Parcels and Palm Promenade
1.3 - CA SERVICES (LANGAN)
2.0 - OWNER MANAGED ITEMS
2.1 - OWNERS CONTINGENCY
3.0 - SOFT COSTS - PHASE IC
3.1 - ACQUISITION & DILIGENCE COSTS
3.1.01 Title Fees
3.1.02 Other Closing Costs
3.1.03 Legal
3.2 - ENTITLEMENTS
24
3.2.01 Legal
3.2.02 Community Outreach
3.3 - PROFESSIONAL FEES / CONSULTANTS
3.3.01 Architect
3.3.02 Structural Engineer
3.3.03 MEP Engineer
3.3.04 Geotechnical Engineer
3.3.05 Civil Engineer
3.3.06 Environmental Consultant
3.3.07 Code Consultant
3.3.08 Graphic Designer
3.3.09 Landscape Architect
3.3.10 Miscellaneous Consultants
3.3.11 Parking Consultant
3.3.12 Joint Trench Consultant
3.3.13 Consultant Reimbursables
3.3.14 Lighting Consultant
3.3.15 Preconstruction
3.3.16 Master CA Services
3.4 - PERMITTING / ADMIN FEES
3.4.01 Permit / Plan Check Fees
3.4.02 Other Utility Connection Fees
3.4.03 Testing & Special Inspection
3.4.04 On Site Security
3.4.05 Insurance
3.4.06 Accounting Fees
3.4.07 Audit Fees
3.4.08 Legal (Contracts)
3.4.09 3D Model / Renderings
3.4.10 Other Marketing / Promotion
3.4.11 Other Project Admin Costs
3.4.12 Soft Cost Contingency
3.4.13 Start-up & Maintenance
3.5 - PROJECT MANAGEMENT / CONSTRUCTION
MANAGEMENT
3.5.01 Development Management Fee
25
(Attachment – I)
Example Monthly Project Status Report
Project: Kilroy Oyster Point Date: Month XX, XXXX
Subject: Quarterly Report Report No: 1
Page 1 of 1
1. Project Progress / Scope
1.1 Completed Work
1.2 Current Work
1.3 Upcoming Work
During the upcoming quarter, the project team will focus on the scope of work summarized in Table 1:
Table 1: Upcoming Work
Milestone Description
2. Risk Items
3. Schedule Update
4. Cost Report Documents & Graphs
5. Change Order Status
OPD - Phase IC, & IIC Cap Repair
COMPANY:Cumming +1 (415) 400-8749
ADD PHOTO
Milestones:
(A) Budget Against Anticipated Final Cost Within Budget
A B C D = (C-B)
Approved Budget Current AFC Previous AFC Period Change
Total - IC & IIC Cap Repair
Hard Costs - IC
Soft Costs - IC
Hard Costs - IIC Cap Repair Include but not limit to: None as of today - Not commenced.
Soft Costs - IIC Cap Repair
(B) Change Orders
E F G (E+F) / B
Approved Variation
Costs
Pending Variations
Costs
Anticipated
Variations Costs % of AFC
(C) Committed Costs Against Payments
J K = J/B L M = L/J Include but not limit to:
Total value of PO % against AFC Payments to date % paid against
Committed Costs
Total - IC & IIC Cap Repair
Hard Costs - IC Innovation: N/A
Soft Costs - IC
Hard Costs - IIC Cap Repair
Soft Costs - IIC Cap Repair
* HC - Hard Costs; SC - Soft Costs
13-Sep-18PROJECT:
The Project is located on a 42-acre waterfront site in the heart of South San
Francisco’s East-of-101 sub-market. hat benefits the entire South San
Francisco community. Entitled for 2.25 million square feet, the vision for the
master planned mixed use development includes the creation of a world-
class biotech center of the future; a vibrant community connected to transit
and conveniently located near shops and restaurants; a cohesive open
space network that engages the surrounding areas and a new expertly
designed mixed-use neighborhood at Oyster Point. Initiating Phase I of the
master planned vision includes the release of extensive site infrastructure
upgrades encompassing new roads, utilities and public open space
amenities.
Project Programme Work In ProgressCurrent Project Status
Others
Project RisksSafety, Health and the Environment
Mobilization & Utility Coordination 19-Mar-18 1-May-18
Landfill Potholing 19-Mar-18 1-May-18
Project Update
TBD
Financial Position - All costs in USD
Phase IC Temporary Road
Phase IC Streets and Utilities
Phase IC Earthwork / Landfill Rem.
Phase IIC Cap Repair
Phase IC Landscaping
1-Dec-181-Oct-18
Project Scope
1-Oct-20
TBD
May Jun AugApril
Decisions Required
Procurement
Project Flash Report - Oyster Point Development Report Nr 8
JulStartScheduled Dates
19-Mar-18
1-Apr-18
1-Oct-18
DecNov
1-May-18
1-Nov-18
End OctSeptMar Jan Feb
Chris ThompsonPROJECT MANAGER:
Confidential Rev 0
26
(Attachment – J)
Example Change Order Log
Kilroy Oyster Point Phase IC, ID, & IID
South San Francisco, CA 10/1/2018
PHASE IC Phase IC –
Agency
Phase IC –
Developer PHASE ID PHASE IID
TOTAL CONTINGENCY:
POTENTIAL CHANGE ORDERS:TOTAL CHANGE
REQUEST PHASE IC Phase IC –
Agency
Phase IC –
Developer PHASE ID PHASE IID COMMENTS:
Approved Changes:
Sub-Total Approved Changes: $0 $0 $0 $0 $0 $0
Pending Changes:
Sub-Total Pending Changes: $0 $0 $0 $0 $0 $0
Anticipated Changes:
Sub-Total Anticipated Changes: $0 $0 $0 $0 $0 $0
TOTAL POTENTIAL CHANGE
ORDERS:$0 $0 $0 $0 $0 $0
TOTAL CONTINGENCY
REMAINING:$0 $0 $0 $0 $0 $0
Change Order & Contingency Summary
27
(Attachment – K)
Example Form of Risk Register
Exhibit F
Approved Conceptual Plans
See attached plans.
Under Development by JCFO:
Oyster Point Development Phase IC 100% Construction Documents Landscape
Submission, February 12, 2018
MARINA PARKING (281 SPACES)OYSTER P
O
I
N
T
B
L
V
D MARINA BLVDGULL D
RCRESCENT BEACH/OPEN SPACEBOUNDARY OF OYSTER POINT SPECIFIC PLAN DISTRICTFUTURE HOTEL DEVELOPMENT SITE/INTERIM BOAT STORAGEOPEN SPACE/RECREATION(E) OYSTER POINT MARINA PLAZA (E) OYSTER POINT BUSINESS PARK (FUTURE PHASE 2, 3 & 4DEVELOPMENT AREA)OFFICE/R&D CAMPUSPHASE I OFFICE/R&D BOUNDARY “PHASE ID”(E) OYSTER POINT MARINAFERRY TERMINAL(E) OYSTER COVE MARINA (E) BOAT RAMP & FISHING PIER PARKING(E) MARINA PARKING (116 SPACES)FERRY PARKING (148 SPACES)INTERIM PARKING (86 SPACES)BOUNDARY OF PHASE I PRECISE PLANOYSTER POINT BLVD(PHASE I CITY “PHASE IC” ENTAILS ALL OTHER AREAS IN PHASE I PRECISE PLAN)VDVTBLVLVPOINTNTEREPPOOYYSYTETEREYSYOYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+WillMeyer+SilberbergWilsey HamIPDN7Phase I Conceptual Site PlanExhibit F - Phase IC Plans
0100 OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+WillMeyer+SilberbergWilsey HamIPD4Existing Conditions Overall Plan: Aerial Topo, Record Boundary & UtilitiesNExhibit F - Phase IC Plans
OPBP 1OPBP 3OPBP 20100 OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+WillMeyer+SilberbergWilsey HamIPDNExisting Parcel MapExhibit F - Phase IC Plans
0100 OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+WillMeyer+SilberbergWilsey HamIPDN6Proposed Parcel MapExhibit F - Phase IC Plans
OFFICE / R&D CAMPUS(PHASE 1)FLEXIBLE-USERECREATIONAL PLAYFIELDS3 ACRESFUTURE HOTELDEVELOPMENT SITEINTERIM BOAT STORAGE4.7 ACRESHARBORMASTEROYSTER POINT MARINABAY TRAILBAY TRAILWEST BASIN (269 BOAT SLIPS)CONTINUE‘FORESTED EDGE’PLANTINGSIMPROVED BAY TRAILCONNECTIONNEW TRAIL CONNECTIONDOCK ANDGUEST DOCK(N) RESTROOMDOCK 1 & 2 DOCK 3 & 4 DOCK 5 & 6DOCK 7 & 8(N) RESTROOMOYSTER POINTYACHT CLUB(E) OINTERIM PARKING (86 SPACES)CRESCENT PARKAND BEACHPHASE 2, 3 & 4DEVELOPMENT AREAGU LL D R IV E
O Y S T E R P O IN T B O U L E V A R D MARINA BOULEVARD WEST MARINA PARKING ( 281 SPACES)OYSTER POINT BOULEVARDCONCEPTUAL LANDSCAPE PLAN FOR THE PUBLIC REALM WITH PHASE ONE SSKS DEVELOPMENTPrepared for the City of South San Francisco by ROMA Design GroupFEBRUARY 22, 2011CRESCENT PARK UPPER TRAIL/Phoenix canariensis Canary Island Date Palm, 25’ B.T.H./
&'+!,* &# '"&+MARINA BLVD UPPER TRAIL/Phoenix canariensis Canary Island Date Palm, 25’ B.T.H./
&'+!,* &# '"&+CRESCENT PARK / $'( -& )', !++'$ ) &++,) ) ***' OYSTER POINT BLVD MEDIAN/Oleander ssp. - ) $ & )OYSTER POINT BLVD GATEWAY MEDIAN/Phoenix canariensis Canary Island Date Palm, 25’ B.T.H./Bougainvillea ssp BIOSWALEBIOSWALECBA17Prepared for the City of South San Francisco Concept Design for the Public RealmDRAFT February 23, 2011 Phase I Conceptual Landscape Plan forthe Public RealmExhibit F - Phase IC Plans
OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+WillMeyer+SilberbergWilsey HamIPD20Overall Phase I Utility PlanN0100 Exhibit F - Phase IC Plans
0100 OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+WillMeyer+SilberbergWilsey HamIPD21Overall Grading & Drainage PlanNExhibit F - Phase IC Plans
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:18-669 Agenda Date:10/24/2018
Version:1 Item #:2.
Oyster Point Phase IC and IIC Cap Repair Construction Project Quarterly Report 1 (July 2018 -September
2018) for Fiscal Year 2018 - 2019.(Marian Lee, Assistant City Manager, Kilroy/Cummings Representatives)
RECOMMENDATION
Kilroy /Cummings will present to the Successor Agency to the Redevelopment Agency and City Council
the Oyster Point Phase IC and IIC Cap Repair construction project Quarterly Report 1 for Fiscal Year
2018 - 2019. Staff recommends the City Council receive the information. There is no action requested.
BACKGROUND/DISCUSSION
Construction is on-going at the Oyster Point Marina.Construction activity is related to Phase IC and IIC Cap
Repair,a joint project between the Successor Agency and the developer.This report is being presented to the
Successor Agency,because the Successor Agency is partially funding this project and to the City Council
because,City staff is representing the Successor Agency and administering the DA and DDA which commits
the Successor Agency to this project.
Kilroy,the developer,with their Program Manager,Cummings,is managing the construction project as outlined
in the Agreement for Development Management Services Agreement (DMSA)approved by the Successor
Agency and City Council last year.The DMSA defines the roles and responsibilities,and procedures for
building the project.The City is not the construction manager.Attached is the quarterly report and powerpoint
presentation prepared by Kilroy/Cummings.The presentation will include information regarding project
schedule and budget and construction activity.
An update of the DMSA is on the agenda as a separate action item.
FISCAL IMPACT
There is no fiscal impact.
CONCLUSION
Quarterly reports will be presented to the Successor Agency and City Council throughout construction which is
targeted for completion before the end of 2020.
Attachments:
1.July 2018 - September 2018 Quarterly Report
2.Project Quarterly Report Update Presentation
City of South San Francisco Printed on 10/18/2018Page 1 of 1
powered by Legistar™
Project: Kilroy Oyster Point Date: September 30, 2018
Subject: Quarterly Report – Q3 Report No: 1
Page 1 of 4
1. Project Progress / Scope
1.1 Schedule Update
• The current schedule indicates a completion of the Grading and Streets & Utilities package for September 2020, with Landscaping
and overall completion set for April 2021. Key upfront milestone dates include:
• Phase IC Earthwork completion – December 2018;
• Phase IC Joint Trench completion – February 2019;
• Phase IC Streets & Utilities at the Hub – April 2019.
• Delays in utility disconnections by both PG&E and AT&T have been a focus for overall schedule delay mitigation. No claim for
schedule delays have been received from the contractor.
1.2 Completed Work
• As of September 4, PG&E electrical power has been disconnected and generators have been set up to provide temporary electrical
power to the marina area.
• AT&T telecommunication end-users were requested to switch to an alternative provider during construction. Through outreach to
these end-users, service switchover and AT&T disconnection is complete.
• Existing buildings, utility and site demolition is complete, along with complete site clearance and temporary road construction.
• Due to approximately 60,000 – 80,000 cubic yards (cy) of additional saturated refuse on site, grading design was revisited to reduce
the amount of potential refuse offhaul. Grading redesign is complete, and plans have been issued.
• The contractor has completed approximately 50% of the landfill relocation, grading and Title 27 closure work (+- 200,000 cy of
grading). This includes cover soil removal, refuse cut & fill, placing of foundation layers, clay cap cover & erosion protection layers.
1.3 Current Work
• The second half of the landfill relocation and grading is underway, and continued progress to completion is in alignment with the final
utility disconnections.
• Sump 1 hazardous material resolution, including mitigation strategy review and testing before offhaul.
• City staff and the project team have been in close coordination with Calwater to obtain drinking water conveyance design approval
from the Department of Drinking Water (DDW). During the meeting with DDW held on 8/28/2018, pipe material was approved for
material procurement.
• RFP development for procurement of a design team to complete the restroom design for construction bidding is being finalized.
• Landscaping procurement is completed, with bid levelling, interviews & final appointment occurring currently. All landscape
subcontract trade packages will be contracted under the GC (Teichert). Final team to be chosen mid-October.
• Temporary construction and marina power application has been approved by PGE. Installation is planned for Q1 2019 and will
eliminate the current use of generators during the construction period.
Project: Kilroy Oyster Point Date: September 30, 2018
Subject: Quarterly Report – Q3 Report No: 1
Page 2 of 4
1.4 Upcoming Work
During the upcoming quarter, the project team will focus on the scope of work summarized in Table 1:
Table 1: Upcoming Work
Milestone Description
Public Open Space
Landscape Contractor
Selection
Landscaping trades will be subcontracted to Teichert. Subcontractor bids have been received and are
being evaluated by City staff and the project team. Interviews of prospective landscapers are scheduled for
late-September. Selection and award of subcontractor team is targeted by early to mid-October.
DDW Water pipe material was approved during the meeting with DDW on 8/28/2018. Procurement is under way.
The project team continues its pursuit of final approval of drinking water conveyance design from DDW.
Cement Treatment Cement treatment will be performed on refuse material for use as the foundation layer (FL). This re-use of
existing refuse as FL will reduce the amount of refuse offhaul.
Grading & Refuse
Relocation (Incl. Offhaul)
Completion of Title 27 Grading in the IC & ID parcels is expected December 2018 – January 2019. This
item is on the critical path for completion. Winter rains are considered a major concern and the need for
acceleration is being assessed.
2. Risk Items
2.1 Sump 1 & 2 – Contaminated Material
During excavation at the Sump 1 & 2 areas, Teichert encountered limited contaminated material in Sump 2, with far more substantial quantities
found in Sump 1. High hits of VOC’s were recorded by the contractor’s H&S representative and Langan once the material was exposed. The
requirement for offhaul of contaminated material found at Sump 1 is a concern as it poses both a schedule and cost implication. Sump 2’s
quantity is far less of a cost and poses little schedule concern. While the cost for resolution of the issue is being explored from all angles, the
intention is to reduce the schedule implication as much as possible. Langan, Teichert and WTS (Environmental Subcontractor) are focused on
resolution of this item.
2.2 Excess Refuse
Original grading calculations indicated approximately 152,790 cy of refuse cut and 173,540 cy of refuse fill with an estimated 15% swell factor,
resulting in a balanced site. Subsequently, Teichert, in conjunction with the CA manager, Langan, conducted additional potholing and their
own topographical survey of the site. Based on the revised investigation data collected, there is approximately 60,000 to 80,000 cy of
additional refuse on site. The project team are evaluating multiple alternatives to reduce the volume of refuse offhaul, including mixing of soil &
refuse to reduce saturation, as well as cement treatment as a solution, to reuse refuse on site as the foundation layer.
2.3 Winter Rains
Winter rains are considered a major concern for the project, with particular apprehension associated with the current grading procedure. The
need for acceleration is being assessed.
Project: Kilroy Oyster Point Date: September 30, 2018
Subject: Quarterly Report – Q3 Report No: 1
Page 3 of 4
3. Cost Report Documents & Graphs
Payments and progress to date on construction commitments are for completion of the Building Demolition & Temporary Road, CCIP
insurance coverage, partial Refuse Relocation and Title 27 Grading and on-site CA services, with most of the grading completed to date in the
ID parcel.
Soft Costs payments to date include Legal Services, Community Outreach, Project Design (Civil, Geotechnical, Electrical & Landscaping),
Permitting and Agency & Developer Project / Cost / Construction Management. Significant upfront payments to the Design Teams are drivers
of the front-loaded soft cost disbursements to date.
Current project completion is tracking at 18% overall on expenditure against the full Teichert’s contract (Phase IC, ID & IID), while the project
schedule has progressed to 19% completion. Completion is therefore tracking well against overall contract disbursements.
Kilroy Oyster Point - Phase IC & IIC Cap Repair
South San Franisco, CA
Construction Stage
PHASE IC:
1.0 - HARD COSTS - PHASE IC $50,214,544 $28,501,956 $21,712,588 $50,214,544 $2,788,918 9.79%5.55%
1.1 DIRECT COSTS - (PHASE IC)$40,970,503 $20,752,510 $20,217,993 $40,970,503 $802,780 3.87%1.96%
1.2 INDIRECT COSTS - (PHASE IC)$7,186,198 $5,786,545 $1,399,652 $7,186,198 $1,636,464 28.28%22.77%
1.3 LANGAN (CA SERVICES)$2,057,843 $1,962,900 $94,943 $2,057,843 $349,675 17.81%16.99%
2.0 - SOFT COST - OWNER MANAGED ITEMS $1,023,893 $0 $1,023,893 $1,023,893 $0 0.00%0.00%
2.1 SOFT COST - OWNERS CONTINGENCY $1,023,893 $0 $1,023,893 $1,023,893 $0 0.00%0.00%
3.0 - SOFT COSTS - PHASE IC $10,913,887 $8,597,135 $2,316,752 $10,913,887 $5,738,547 66.75%52.58%
3.1 ACQUISITION & DILIGENCE COSTS $75,000 $50,000 $25,000 $75,000 $48,109 96.22%64.15%
3.2 ENTITLEMENTS $615,000 $562,732 $52,268 $615,000 $357,635 63.55%58.15%
3.3 PROFESSIONAL FEES / CONSULTANTS $3,595,684 $3,067,052 $528,632 $3,595,684 $2,392,053 77.99%66.53%
3.4 PERMITTING / ADMIN FEES $2,303,406 $1,138,399 $1,165,007 $2,303,406 $638,838 56.12%27.73%
3.5 PROJECT / CONSTRUCTION MANAGEMENT $4,324,797 $3,778,950 $545,847 $4,324,797 $2,301,912 60.91%53.23%
TOTAL - PHASE IC (Hard & Soft Costs)$62,152,324 $37,099,090 $25,053,234 $62,152,324 $8,527,466 22.99%13.72%
Approved
Budget
Committed
Budget (Let)
Uncommitted
Budget (Unlet)
Total Anticipated
Budget
Payments to
Date (Incl. this
Draw)
% Paid to
Date - On
Committed
% Paid -
Against
Budget
Date of Report: 04-Sep-18
End of Period Covered to: Jul-18
Draw Request included: #22
EXECUTIVE SUMMARY
Financial Summary
Project: Kilroy Oyster Point Date: September 30, 2018
Subject: Quarterly Report – Q3 Report No: 1
Page 4 of 4
4. Change Order Status
Contingency, comprised of Design & Construction Contingency, Owner’s Contingency and Uncommitted Funds, currently sits at $6,520,001,
with ($1,054,236) having been approved for expenditure on the Generator Temporary Power Solution, Public Restroom Safety Measures and
Temporary Road Public Safety Concerns and Road Widening resolutions.
Additional exposures exist for the following identified issues on site:
1) Excess refuse on site requiring offhaul;
2) Saturated refuse on site is unstable and unsuitable for use as the foundation layer;
3) Cement treatment to stabilize saturated refuse;
4) Import of additional clay cap material and cover soil;
These cost implications of these issues are driven by multiple variables. Cost distribution, following change scope and cost confirmation and
approval, to be in accordance with the DDA.
The project team, in conjunction with City staff oversight, continue to drive the project to meet the scope, schedule and cost objectives of the
development.
Next Quarterly Report to be issued on December 2018.
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Quarterly Report // Q3 2018Where Innovation Works
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1. Project Progress / Scope
1.1 Schedule Update
1.2 Completed Work
1.3 Current Work
1.4 Upcoming Work
2. Risk Items
2.1 Sump 1 & 2 – Contaminated Material
2.2 Excess Refuse
2.3 Winter Rains
3. Cost Report Documents & Graphs
3.1 Executive Summary
3.2 Cost Report Update
4. Change Order Status
4.1 Change Order Update
Table of
Contents
3
1 Project Progress / Scope
4
1.1
Key upfront milestone dates include:
• Phase IC Earthwork completion – December 2018 / January 2019
• Phase IC Joint Trench completion – February 2019
• Phase IC Streets & Utilities at the Hub – April 2019
• Grading and street utilities completion – September 2020
• Landscaping and overall completion - April 2021
Schedule
Update
5
1.2
• PG&E electrical power has been disconnected and generators have been set
up to provide temporary electrical power.
• AT&T telecommunication service switchover is complete
• Demolition, site clearing and temporary road is complete.
• 50% of the landfill relocation, grading and Title 27 closure work complete,
including cover soil removal, refuse cut & fill, placing of foundation layers, clay
cap cover & erosion protection layers.
Completed
Work
6
7
1.3
• Remaining landfill relocation and grading is ongoing.
• Sump 1 hazardous material testing and mitigation strategies in progress.
• Department of Drinking Water (DDW) has approved Cal Water design.
• Landscaping procurement is complete, with bid levelling, interviews & final
appointment occurring currently.
• Restroom design and construction bidding to be finalized.
• Temporary construction and marina power application has been approved by
PGE. Installation is planned for Q1 2019.
• Monthly community outreach meetings ongoing.
Current
Work
8
1.4
During the
upcoming quarter,
the project team
will focus on the
scope of work
summarized in the
table on the right.
Upcoming
Work
Milestone Description
Public Open Space
Landscape
Contractor
Selection
Selection and award of subcontractor team is targeted by
early to mid-October.
DDW Pipe material approved and procurement is under way.
Final approval by DDW anticipated in Q4.
Cement Treatment Cement treatment to dry out refuse is ongoing.
Grading & Refuse
Relocation (Incl.
Offhaul)
Completion of Title 27 Grading in the IC & ID parcels is
expected December 2018 – January 2019.
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2 Risk Items
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2.1
• Contractor encountered contaminated material in Sump 1 and
Sump 2.
• Isolated samples of high VOC’s were observed in Sump 1.
• Offhaul of contaminated material is a concern as it poses both a
schedule and cost implication.
• Offhaul is underway
Sump 1 & 2 –
Contaminated
Material
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2.2
• Original grading design resulted in a balanced site.
• Prior to commencement of work contractor surveyed existing conditions.
• Actual refuse level was higher than anticipated.
• There is approximately 60,000 to 80,000 cy of additional refuse.
• Evaluating alternatives to reduce the volume of refuse off haul
• Mixing of soil & refuse to reduce saturation
• Cement treatment
• Reuse refuse as the foundation layer.
Excess Refuse
12
2.3
Winter rains are considered a major concern and the need for
acceleration is being assessed.
Winter Rains
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3 Cost Report Documents
& Graphs
14
Kilroy Oyster Point - Phase IC & IIC Cap Repair
South San Franisco, CA
Construction Stage
PHASE IC:
1.0 - HARD COSTS - PHASE IC $50,214,544 $28,501,956 $21,712,588 $50,214,544 $2,788,918 9.79%5.55%
1.1 DIRECT COSTS - (PHASE IC)$40,970,503 $20,752,510 $20,217,993 $40,970,503 $802,780 3.87%1.96%
1.2 INDIRECT COSTS - (PHASE IC)$7,186,198 $5,786,545 $1,399,652 $7,186,198 $1,636,464 28.28%22.77%
1.3 LANGAN (CA SERVICES)$2,057,843 $1,962,900 $94,943 $2,057,843 $349,675 17.81%16.99%
2.0 - SOFT COST - OWNER MANAGED ITEMS $1,023,893 $0 $1,023,893 $1,023,893 $0 0.00%0.00%
2.1 SOFT COST - OWNERS CONTINGENCY $1,023,893 $0 $1,023,893 $1,023,893 $0 0.00%0.00%
3.0 - SOFT COSTS - PHASE IC $10,913,887 $8,597,135 $2,316,752 $10,913,887 $5,738,547 66.75%52.58%
3.1 ACQUISITION & DILIGENCE COSTS $75,000 $50,000 $25,000 $75,000 $48,109 96.22%64.15%
3.2 ENTITLEMENTS $615,000 $562,732 $52,268 $615,000 $357,635 63.55%58.15%
3.3 PROFESSIONAL FEES / CONSULTANTS $3,595,684 $3,067,052 $528,632 $3,595,684 $2,392,053 77.99%66.53%
3.4 PERMITTING / ADMIN FEES $2,303,406 $1,138,399 $1,165,007 $2,303,406 $638,838 56.12%27.73%
3.5 PROJECT / CONSTRUCTION MANAGEMENT $4,324,797 $3,778,950 $545,847 $4,324,797 $2,301,912 60.91%53.23%
TOTAL - PHASE IC (Hard & Soft Costs)$62,152,324 $37,099,090 $25,053,234 $62,152,324 $8,527,466 22.99%13.72%
Approved
Budget
Committed
Budget (Let)
Uncommitted
Budget (Unlet)
Total Anticipated
Budget
Payments to
Date (Incl. this
Draw)
% Paid to
Date - On
Committed
% Paid -
Against
Budget
Date of Report: 04-Sep-18
End of Period Covered to: Jul-18
Draw Request included: #22
EXECUTIVE SUMMARY
Financial Summary
3.1
Executive
Summary
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3.2
• Current project is tracking at 18%
• Payments and progress to date on construction commitments are for completion
of the Building Demolition & Temporary Road, CCIP insurance coverage, partial
Refuse Relocation and Title 27 Grading and on-site CA services.
• Soft Costs payments to date include Legal Services, Community Outreach, Project
Design, Permitting and Project Management.
Cost Report
Update
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4 Change Order Status
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4.1
Change
Order
Update
18
4.1
Change
Order
Update
[continued]
Additional exposures exist for the following identified issues on site:
1. Excess refuse requiring off-haul
2. Saturated refuse unstable and unsuitable for use as foundation layer
3. Cement treatment to stabilize saturated refuse
4. Import of additional clay cap material and cover soil
Cost implications of these issues are driven by multiple variables. Cost
distribution, following scope change and cost confirmation and approval, to be in
accordance with the DDA.
The project team, in conjunction with City staff oversight, continue to drive the
project to meet scope requirements, schedule and cost objectives of the
development.
19
Where Innovation Works