HomeMy WebLinkAboutReso 104-2020 (20-303)File Number: 20-303
City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 104-2020
Enactment Number: RES 104-2020
RESOLUTION APPROVING A GRANT OF
EASEMENTS FOR PUBLIC INGRESS AND EGRESS
EASEMENT AND A NO -BUILD EASEMENT
THROUGH THE CALTRAIN STATION PLAZA (296
AIRPORT BOULEVARD) TO ALLOW THE
DEVELOPMENT OF 200 AIRPORT BOULEVARD
AND A MAINTENANCE AND ENCROACHMENT
AGREEMENT, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE THE GRANTS OF
EASEMENTS, THE MAINTENANCE AND
ENCROACHMENT AGREEMENT, AND ALL
RELATED DOCUMENTS.
WHEREAS, Fairfield Residential ("Developer") is constructing a new mixed-use building at 200 Airport
Boulevard adjacent to the City of South San Francisco ("City") owned parcel at 296 Airport Boulevard
which is being reconstructed into the Caltrain Station west plaza ("Plaza"); and
WHEREAS, the 200 Airport Boulevard development will have retail frontages facing the Plaza and
requires a public access easement of approximately 1,000 square feet in order for patrons to access them
through the Plaza; and
WHEREAS, a no -build easement of approximately 5,190 square feet is required to ensure building code
and fire code clearances will be provided in perpetuity; and
WHEREAS, the Developer has agreed to provide an additional $120,000 payment to partially offset the
City's costs for constructing and maintaining the Plaza as part of the separate Community Benefits
Agreement; and
WHEREAS, the Developer has agreed to install the hardscape patio area on the City's behalf to ensure
the new hardscape patio conforms to the proposed building; and
WHEREAS, the proposed Easement Agreement to the Developer is attached hereto as Exhibit A; and
WHEREAS, the Developer has agreed to expand the maintenance obligations that they previously
agreed to in a prior version of the Maintenance and Encroachment Agreement. The prior version of the
agreement was approved by the City Council on May 13, 2020. The expanded maintenance obligations
include maintenance of the hardscape patio area and the landscape surrounding it. These expanded
maintenance obligations are memorialized in an updated Maintenance and Encroachment Agreement,
which is attached hereto as Exhibit B; and
City of South San Francisco Page 1
File Number. 20-303
Enactment Number: RES 104-2020
WHEREAS, the City's Planning Division has determined that the proposed grant of easements is in
conformity with the South San Francisco General Plan, consistent with the requirements of Government
Code section 65402; and
WHEREAS, the proposed public access easement and no -build easement, and Maintenance and
Encroachment Agreement would facilitate construction of City's Caltrain Station Plaza and would
support the construction of the 200 Airport Boulevard Project.
THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby takes
the following actions:
1. Approves the proposed Grants of Easement to Fairfield Residential on the City of South San
Francisco property, attached hereto as Exhibit A.
2. Authorizes the City Manager to execute said Grants of Easement in the forms attached in
Exhibit A, subject to review and approval by the City Attorney.
3. Approves the updated Maintenance and Encroachment Agreement to Fairfield Residential on
the City of South San Francisco property, attached hereto as Exhibit B.
4. Authorizes the City Manager to execute said Maintenance and Encroachment Agreement in
the form attached in Exhibit B, subject to review and approval by the City Attorney.
5. Authorizes the City Manager to take any other action consistent with the intent of this
resolution.
At a meeting of the City Council on 8/26/2020, a motion was made by Vice Mayor Addiego, seconded by
Councilmember Nicolas, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember
Nicolas, and Councilmember Matsumoto
Attest by z�4 ILZ
Pisa Govea Acosta, City Clerk
City of South San Francisco Page 2
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Fairfield 200 Airport LP
5510 Morehouse Drive, Suite 200
San Diego, CA 92121
Attention: Jenna Woods
This Space For Recorder’s Use Only
EASEMENT AGREEMENT
This EASEMENT AGREEMENT (“Agreement”) is entered into as of this ___ day of
__________, 2020 (“Effective Date”), by and between CITY OF SOUTH SAN FRANCISCO, a
municipal corporation ( “City”), and FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership
company (“Developer”). City and Developer shall hereinafter be referred to collectively as the
“Parties.”
RECITALS
A. Developer is the owner of certain real property in the City of South San Francisco,
County of San Mateo, State of California, as more particularly described in Exhibit A attached hereto
(“Property”).
B. Developer intends to develop the Property with mixed-use retail and residential
building, landscaping, and other improvements (“Project”) in accordance with the Conditions of
Approval Use Permit and Design Review No. P18-0071 for 200 Airport Boulevard (as approved by
the City Council on July 24, 2019).
C. The City owns a parcel located at 296 Airport Boulevard identified by APN 012-338-
160 (“City Parcel”), which is adjacent to the Property and as more particularly described in Exhibit
A-1. The City Parcel largely contains a plaza commonly known as the Caltrain Station Plaza (“Caltrain
Plaza”) and is open to and used by members of the public, which will include Developer’s tenants
and retail customers occupying or utilizing the residential and retail improvements to be constructed
and operated on the Property. The City directed that the retail improvements constituting a portion
of the Project be located along the easterly property line of the Property and adjacent to the Caltrain
Plaza to further the public use thereof.
D. To enable public access between the Property and the Caltrain Plaza for the benefit of
the Project and the Caltrain Plaza, the City is proposing to reserve a Public Access Easement and to
construct improvements thereon in the form of a public pedestrian pathway over and across the City
Parcel, that will provide public access between the Property and the Caltrain Plaza, as more particularly
described in Exhibit B attached hereto and incorporated herein. The Easement is intended to further
the public purposes of the use and operation of the Caltrain Plaza and the retail components of the
Project.
E. To accommodate certain requirements of applicable building codes and regulations,
including emergency fire access for the Project for the benefit of the Developer and the Caltrain Plaza,
the City has agreed to maintain certain setback distances for future developments on the City Parcel
fronting the boundaries of the Property, as more particularly described in Exhibit C attached hereto
and incorporated herein. The reserved setback area as depicted in Exhibit C shall be referred to as
the No-Build Easement.
F. City is willing to grant the Public Access Easement and the No-Build Easement (each as
defined below) over and across the City Parcel to Developer on the terms and conditions described
in this Agreement.
NOW, THEREFORE, for valuable consideration, the receipt of which each of the parties
hereto does hereby acknowledge, the parties hereto do hereby agree as follows:
AGREEMENT
1. Construction and Grant of Easements. Subject to the provisions of this Agreement,
City hereby grants Developer (1) a permanent, nonexclusive, irrevocable public access easement
(“Public Access Easement”) solely for public access through the easement area, with the legal
description of the Public Access Easement described more particularly on the attached Exhibit B;
and (2) a permanent, nonexclusive, irrevocable no-build easement (“No-Build Easement”) solely for
the preservation of various setback distances, as identified on the attached Exhibit C, for future
improvements on the City Parcel fronting the boundaries of the Property, with the legal description
of the No-Build Easement described more particularly on the attached Exhibit C. The No-Build
Easement is granted to Developer solely for the purpose of reserving the identified setbacks in order
to avoid the possibility of future improvements on the City Parcel encroaching into the separation
area required by applicable building codes and regulations relative to improvements on the Property.
Notwithstanding the foregoing, Developer and its successors in interest, heirs and assigns shall not
have any rights to possess, construct, access, or otherwise utilize the No-Build Easement for any
purpose other than those specifically provided for in this Agreement. The No-Build Easement shall
not relieve Developer of conforming to any additional City setback and other zoning requirements
with respect to the Project and the Property. The City shall construct improvements on and within
the City Parcel that the City has determined are necessary to accommodate unobstructed public access
between the Project and the Caltrain Plaza over, through and across the Public Access Easement in
accordance with the plans and specifications attached hereto and incorporated herein as Exhibit D.
The easement areas for both the Public Access Easement and the No-Build Easement shall be free of
any obstructions, except for (i) those specific architectural and utility features shown within the
easement areas on the attached diagram, as applicable, and (ii) any uses, encroachments and/or entry
and access rights to the extent permitted by any separate agreement(s) between Developer and the
City.
2. Execution and Recording of Easement Agreement. City agrees that this Agreement
shall bind City and its successors in interest, heirs and assigns, and shall record this Agreement with
the County Recorder’s Office of the County of San Mateo.
3. Limitation on Use. Parties acknowledge that the easement granted herein is
nonexclusive. City, its successors, assigns, grantees, tenants, and licensees shall have the right to use
the Public Access Easement area and the No-Build Easement in a manner that will not interfere with
the use of the easement for public access and preservation of the setback distances as provided herein.
Parties, and their respective successors, assigns, grantees, and licensees shall refrain from any
obstruction of the Public Access Easement area that would interfere with pedestrian access, and any
other reasonable use of the Public Access Easement area, as applicable, except for any uses,
encroachments and/or entry and access rights to the extent permitted by any separate agreement(s)
between Developer and the City. Further, the City shall not construct any future buildings or structures
against the Property’s boundaries so as to interfere with the 30-foot setback reserved under the No-
Build Easement.
4. Maintenance. Developer shall maintain the Public Access Easement area in a good and
safe condition sufficient for public access purposes at all times consistent with the provisions of this
Agreement.
5. Transfer of Property. The Public Access Easement and No-Build Easement created
by this Agreement shall run with the land and any portion thereof, and its terms shall extend to, bind
and inure to the benefit of the Parties hereto and their respective heirs, successors and assigns. Upon
the transfer of the Property to a successor party, the successor party shall constitute the “Grantor”
hereunder and all predecessors in interest to such successor Party shall be fully relieved of all
obligations and liability hereunder arising on or after the effective date of such transfer.
6. Indemnification.
(a) Developer shall indemnify, defend and hold harmless the City, its officers,
agents, and employees from and against any and all liabilities, claims, demands, damages, or costs
whatsoever, including but not limited to payment of reasonable attorney’s fees and claims by any
person for property damage, personal injury or death of any person, whether public or private,
resulting from, growing out of, or in any way connected with or incident to: (i) use by Developer, its
employees, officers, agents, contractors or representatives, or by the public, of the easement areas
described herein; (ii) any work undertaken by Developer or its contractors, employees, agents, or
representatives in any of the easement areas described herein; or (iii) the performance of
Developer’s obligations pursuant to this Agreement or its failure to perform such obligations.
(b) City agrees to indemnify, defend, and hold harmless Developer, its officers and
employees from any and all liabilities, claims, demands, damages, or costs whatsoever, including but
not limited to third-party claims by any person for property damage, personal injury or death of any
person, whether public or private, resulting from the condition, use, installation, maintenance, or
lack of maintenance of the easement areas described herein that are caused by any negligent or
willful act or omission of City, its officers, agents, employees, and representatives, except to the
extent that any such liabilities arise from the negligence or willful misconduct of Developer its
officers, agents, or employees, contractors, agents or representatives or from work undertaken on
behalf of Developer.
7. Amendment. This Agreement may be amended or otherwise modified only in writing
signed and acknowledged by Grantor and City, or the respective successors and assigns of each.
8. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be entitled to be the original and all of which shall constitute one and the same
agreement.
9. References; Titles. Wherever in this Agreement the context requires, reference to the
singular shall be deemed to include the plural. Titles of sections and paragraphs are for convenience
only and neither limit nor amplify the provisions of this Agreement.
10. Notice. Any notice given under this Agreement shall be in writing and given by
delivering the notice in person, by commercial overnight courier that guarantees next day delivery and
provides a receipt, or by sending it by registered or certified mail, or Express Mail, return receipt
requested, with postage prepaid, to the mailing address listed below or any other address notice of
which is given.
To Grantor: Attention: Jenna Woods
Fairfield 200 Airport LP
5510 Morehouse Drive, Suite 200
San Diego, CA 92121
To City: Attention: Engineering Division
City of South San Francisco
315 Maple Avenue
South San Francisco, CA 94080
Any mailing address number may be changed at any time by giving written notice of such
change in the manner provided above at least ten (10) days prior to the effective date of the change.
All notices under this Agreement shall be deemed given, received, made or communicated on the date
personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown
on the return receipt.
11. Invalidity and Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue
in full force and effect and shall in no way be impaired or invalidated, and the Parties agree to substitute
for the invalid or unenforceable provision a valid and enforceable provision that most closely
approximates the intent and effect of the invalid or unenforceable provision.
12. Entire Agreement. This Agreement, together with any attachments hereto or
inclusions by reference, constitute the entire agreement between the Parties on the subject matter
hereof, and this Agreement supersedes and cancels any and all previous negotiations, arrangements,
agreements and understandings, if any, between the Parties hereto with respect to the easement which
is the subject matter of this Agreement. This Agreement has been drafted by a mutual effort of the
Parties, and each Party waives the benefit of any statute, law or judicial decision providing that
ambiguities in an agreement shall be interpreted against the “drafting party.”
13. Default. The failure to perform any covenant or obligation of a party hereunder and
to cure such non-performance within thirty (30) days of written notice by the party to whom
performance is owed shall constitute a default hereunder, provided that if more than thirty (30) days
are reasonably required for such cure, no event of default shall occur if the defaulting party commences
such cure within such period and diligently prosecutes such cure to completion. Upon such default,
the non-defaulting party shall be entitled to all remedies and means to cure or correct such default,
both legal and equitable, allowed by operation of law except termination of the easement herein
granted.
14. Construction of Document. The Parties acknowledge that this document may not be
construed in favor of or against the drafter.
15. Attorneys’ Fees. In the event of any controversy, claim or dispute arising out of this
Agreement or any breach hereof, the prevailing party in any legal action shall be entitled to recover
from the losing party its costs and expenses, including reasonable attorneys’ fees and costs.
16. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to principles of conflicts of law,
and venue in the County of San Mateo.
17. Survival. All waivers given or made hereunder shall survive termination of this
Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
[signatures on the following page]
CITY:
DEVELOPER:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:______________________________
Name: __________________________
Title: ____________________________
FAIRFIELD 200 AIRPORT LP,
a Delaware limited partnership
By: BF VAMF III GP LLC,
a Delaware limited liability company,
its general partner
By:_________________________________
Name: Ed McCoy
Title: Sr. Vice President
Date: _______________________________
APPROVED AS TO FORM:
________________________
City Attorney
ATTEST:
________________________
City Clerk
EXHIBITS:
Exhibit A – Description of Property
Exhibit A-1 – Description of City Parcel
Exhibit B – Public Access Easement
Exhibit C – No-Build Easement
Exhibit D – Plans and Specifications for Construction
ACKNOWLEDGMENTS
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
)
COUNTY OF )
On _____________________, before me, , a Notary Public
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
)
COUNTY OF )
On _____________________, before me, , a Notary Public
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
EXHIBIT “A”
Legal Description of Developer Property
Real property in the City of South San Francisco, County of San Mateo, State of California,
described as follows:
LOT 1, AS DESIGNATED ON THE MAP ENTITLED “FINAL MAP 200 AIRPORT BOULEVARD”, WHICH
WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF
CALIFORNIA, ON AUGUST 13, 2020 IN BOOK 142, PAGES 99 AND 100 OF MAPS.
EXHIBIT “A-1”
Legal Description of City Property
(APN 012-338-1600)
THE PARCEL OF LAND DESCRIBED IN THE QUITCLAIM DEED FROM THE SUCCESSOR AGENCY TO
THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO TO CITY OF SOUTH SAN
FRANCISCO DATED NOVEMBER 2, 2016 AND RECORDED AS DOCUMENT NO. 2016-118519, SAN
MATEO COUNTY RECORDS.
EXHIBIT “B”
Plat & Legal Description of Public Access Easement
PENINSULA CORRIDOR JOINT POWERS BOARDHNTB CORPORATION1111 Broadway, 9th FloorOakland, CA 94607PENINSULA CORRIDOR JOINT POWERS BOARDHNTB CORPORATION1111 Broadway, 9th FloorOakland, CA 94607
EXHIBIT “C”
Plat & Legal Description of No-Build Easement
36" BOX 36" BOX 36" BOX 36" BOX
AIRPORT BOULEVARD
GRAND AVENUEBADEN AVEINV 97.78
CONTRACTOR TO VERIFY
WV
WVWVWV
TC@CB
100.82
FH
8" FIRE8" FIRE9 9
10
0
1 00
101.37TBC
FLFL
F
LL
GFL
TV
VAULT
HIGH VOLTAGE
VAULT ~6" AC
44" SFWD
LANE STRIPE
100
A I R P O R T B O U L E V A R D (R/W VARIES)
20"TREE
18"
CLUSTEREDGE OF BRUSHASP HAL T
BR OKE N A SP HAL T
G
R
A
V
E
L
G R A V E L
G R A V E L
G R A V E L
SIGN
POST
GRAVEL
GRAVEL
GRAVEL
C O N C R E T E
TOP OF RAIL =
A /C
GRAVEL
GRAVEL
GRAVEL
GRAVEL CONC FOOTINGCONCRETE
CURB
RIVER STONESET IN CONCRETE
CONCRETE
B A Y S H O R E F R E E W A Y (1 0 1 )ABUTTER'S RIGHTS RELINQUISHEDPER 1194 O.R. 245EXC. NO. 7AIRPORT BOULEVARD
GRAND AVENUE6 GRAND AVENUEB A Y S H O R E F R E E W A Y (1 0 1 )RESIDENTIAL
7 STORIES
GROUND FLOOR
RETAIL
EGRESS
EGRESS
RESIDENTIAL ENTRY
201.36'
125.85'98.20'158.61'7 5 .5 1 '36.61'45.70'UTILITY ACCESS
RETAIL PARKING ENTRY
RETAIL ENTRY
FUTURE CALTRAIN
PLAZA UNDER
SEPARATE PERMIT
100.45'
100.13'99.88'
99.88'
99.88'
± 100.45'
LOADING AREA AT 150
AIRPORT TO BE USED FOR
200 AIRPORT RESIDENTS
AND RETAIL
LOADING AREA
C1
C1
C2
C3
A1
101.87'
A5 L2L2L2 L2C2L3A4
A8
A8
P1
P3A
P4
P5
P3BA7
A6
A3
A3
54 PARKING SPACES
WITH MECHANICAL
CAR LIFT (TOTAL
LEVEL 1)
C4
C5
C6 C2 C2
SEE CIVIL C4.0
100.45'
100.45'
P2
12' - 1"TO C E NTERL INE
O F E A SEM E N T
FROM PROPERTY LINE20' - 0" FIRE SEP. DISTANC E
C4
EGRESS
A9
A9
100.95'
C7
A5A4
A5A4
A5A4
30 '-0 "10'-0"10'-0"10'-0"NO-BUILD EASEMENT LINE
2 0'-0"
SITE PLAN GENERAL NOTES
HORIZONTAL CONTROL/GRADING:
REFER TO CIVIL DRAWINGS FOR HORIZONTAL CONTROL AND FINE GRADING INFORMATION.
PEDESTRIAN PAVING:
REFER TO LANDSCAPE DRAWINGS FOR PEDESTRIAN PAVING TYPES AND FINISHES.
CONCRETE FINISHES:
ALL CONCRETE AT EQUIPMENT PADS, TRASH ENCLOSURES, ETC. TO BE MEDIUM BROOM FINISH U.O.N.
EXPANSION JOINTS:
PROVIDE 1/2" WIDE EXPANSION JOINTS WITH SEALANT WHERE PAVING ABUTS BUILDINGS, COLUMNS, OR OTHER STRUCTURES.
SEALANT COLOR TO MATCH ADJACENT PAVING COLOR.
SITE PLAN KEYNOTES DETAIL
SITE PLAN LEGEND
ACCESSIBLE ROUTE PER CBC 11B-403, 405
A CONTINUOUS UNOBSTRUCTED PATH CONNECTING ACCESSIBLE ELEMENTS
AND SPACES OF AN ACCESSIBLE SITE, BUILDING OR FACILITY THAT CAN BE
NEGOTIATED BY A PERSON WITH A DISABILITY USING A WHEELCHAIR, AND THAT
IS ALSO SAFE FOR AND USABLE BY PERSONS WITH OTHER DISABILITIES.
EXTERIOR ACCESSIBLE ROUTES MAY INCLUDE PARKING ACCESS AISLES, CURB
RAMPS, CROSSWALKS AT VEHICULAR WAYS, WALKS, RAMPS AND LIFTS. NO PARKINGACCESSIBLE PARKING SPACE PER CBC 11B-502
DRIVEWAY; REFER TO CIVIL DRAWINGS FOR 150 AIRPORT BLVD. SHOWN FOR REFERENCE.
STREET LIGHT; REFER TO CIVIL DRAWINGS
-
-
-
L1 PLANTER AREA; REFER TO LANDSCAPE DRAWINGS
-
L2 STREET TREE IN POT; REFER TO OFF-SITE LANDSCAPE DRAWINGS
-
A1 GARAGE ENTRY OVERHEAD ROLL-UP GRILLE -
A2 ACCESSIBLE PARKING ENTRY SIGN, WALL MOUNTED -
-
A4 EMERGENCY ACCESS KEY PAD FOR POLICE ACCESS -
A5 RECESSED KNOX BOX/KEY SWITCH FOR FIRE DEPARTMENT ACCESS. SURFACE MOUNT AT GATE 100C &
AT CONC. WALLS -
A3 ACCESSIBLE PARKING STALL
A7
EXTERIOR STAIR UP TO PODIUM LEVEL. PROVIDE KEYPAD ENTRY PER POLICE ENTRY.
-
A8 -
A6 RECESSED KEY SWITCH FOR PG&E ACCESS -
STORMWATER BIOFILTRATION SYSTEM; REFER TO CIVIL & PLUMBING DRAWINGS
-
P1 BACKFLOW PREVENTER -FIRE PROTECTION, DOMESTIC WATER & IRRIGATION; REFER TO PLUMBING
DRAWINGS
P2 FIRE DEPARTMENT CONNECTION
-
P4 GREASE INTERCEPTOR MANHOLE ACCESS
-
P5 EMERGENCY GENERATOR FOR 150 & 200 AIRPORT. SHOWN FOR REFERENCE; SEE 150 AIRPORT
BLVD PERMIT.
-
P3A RESIDENTIAL GAS METERS
-
FIRE HYDRANT LOCATED 6' FROM FACE OF CURB W/ BLUE REFLECTIVE PAVEMENT
MARKER, CFC 507(PROVIDE 3'-0" DIA. MIN. CLEAR AREA, CFC 507.5.5)
PRECAST CONCRETE WHEELSTOP -32 17 13
PLANTER AREA -P.A.
DETAIL
RECESSED TELEPHONE ENTRY DIRECTORY SYSTEM
ACCESSIBLE CURB RAMP W/ 12"WIDE GROOVED BORDER AND DETECTABLE
WARNING SURFACE PER CBC 11B-406. SEE CIVIL PUBLIC IMPROVEMENT DRAWINGS
ACCESSIBLE BUILDING ENTRANCE-PROVIDE INTERNATIONAL SYMBOL OF
ACCESSIBILITY ENTRANCE SIGN (6"X6" DECAL MOUNTED BETWEEN 3'-0" TO 3'-6"
A.F.F. CENTERED ON SINGLE DOORS, CENTERED ON RIGHT PANEL OF DOUBLE
DOORS) PER CBC 11B-404
L3 SHORT TERM BICYCLE PARKING: REFER TO LANDSCAPE DRAWINGS
P3B COMMERCIAL GAS STUB FOR
FUTURE METER
6/ A8.90
TRANSFORMER PER PG&E DRAWINGS
6/ A8.90
5/ A1.20
LIGHT AND AIR EASEMENT
RELOCATED BUS STOPC6
C5
C4
C3
C2
C1
ACCESSIBLE PARKING SIGN UNAUTHORIZED PARKING SIGN.A9 6/ A8.90
3" CONDUIT FOR FUTURE FIBER INSTALLATION SEE JOINT TRENCH UTILITY DRAWINGS IN OFF-SITE
ENGINEERING PERMIT.C7
PROJECT NO:
FILE NAME:
DRAWN BY:
PLOT DATE:
CHECKED BY:
PRELIMINARY NOT
FOR CONSTRUCTION
ALL IDEAS, DESIGN, ARRANGEMENTS AND PLANS INDICATED OR REPRESENTED BY THIS DRAWING ARE OWNED BY, AND THE PROPERTY OF CARRIER JOHNSON + CULTURE AND WERE CREATED, EVOLVED AND DEVELOPED FOR USE ON, AND IN CONNECTION WITH THIS PROJECT. NONE OF SUCH IDEAS, DESIGN, ARRANGEMENTS, OR PLANS SHALL BE USED BY, OR DISCLOSED TO ANY PERSON, FIRM, OR CORPORATION FOR ANY PURPOSE WHATSOEVER WITHOUT THE WRITTEN PERMISSION OF CARRIER JOHNSON + CULTURE. FILING THESE DRAWINGS OR SPECIFICATIONS WITH ANY PUBLIC AGENCY IS NOT A PUBLICATION OF SAME. NO COPYING, REPRODUCTION OR USE THEREOF IS PERMISSIBLE WITHOUT THE CONSENT OF CARRIER JOHNSON + CULTURE.TITLE:
DRAWING NO:
ISSUES:185 west f street suite 500 san diego ca 92101phone 619.239.2353 WRITE CENTRAL FILE PATH HERE:
(I.E. P:\0000.000\BIM\Central File\0000.00-central.rvt)
2019.07.29 SCHEMATIC DESIGN
2019.09.23 DESIGN DEVELOPMENT
2019.10.14 1ST PLAN CHECK SET
2019.12.20 2ND PLAN CHECK SET
2020.01.31 3RD PLAN CHECK SET
2020.02.28 4TH PLAN CHECK SET
2020.05.04 5TH PLAN CHECK SET
5/26/2020 2:18:23 PM
5898.00
Author Checker
SITE PLAN
A1.0200 AIRPORT BLVD MIXED USE200 AIRPORT BLVD.SOUTH SAN FRANCISCO, CAA1.0
SITE PLAN
SCALE:1/16" = 1'-0"
1 SITE PLAN N0 8'4'32'16'
SITE AREA: 23,884 SF
LOT COVERAGE: 95.91%
FAR: 4.65
AVG. ELEV. ABOVE MSL 99.91'
EXHIBIT “D”
Plaza Construction Obligations
3571145.1
PENINSULA CORRIDOR JOINT POWERS BOARDHNTB CORPORATION1111 Broadway, 9th FloorOakland, CA 94607PENINSULA CORRIDOR JOINT POWERS BOARDHNTB CORPORATION1111 Broadway, 9th FloorOakland, CA 94607
- 1 -
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Fairfield 200 Airport LP
5510 Morehouse Drive, Suite 200
San Diego, CA 92121
Attention: Jenna Woods
This Space For Recorder’s Use Only
MAINTENANCE AND ENCROACHMENT AGREEMENT
THIS MAINTENANCE AND ENCROACHMENT AGREEMENT (“Agreement”) is entered
into as of this ____ day of ____________, 2020 (“Effective Date”), by and between FAIRFIELD
200 AIRPORT LP, a Delaware limited partnership company ("Owner"), and CITY OF SOUTH
SAN FRANCISCO, a municipal corporation (“City”), with reference to the facts set forth in the
Recitals below.
RECITALS
WHEREAS, Owner is the owner of certain real property in the City of South San
Francisco, County of San Mateo, State of California, as more particularly described in Exhibit A
attached hereto (“Property”).
WHEREAS, Owner intends to develop the Property with mixed-use retail and residential
building, landscaping, and other improvements (“Project”) in accordance with the Conditions of
Approval Use Permit and Design Review No. P18-0071 for 200 Airport Boulevard (as approved
by the City Council on July 24, 2019) (“Conditions of Approval”).
WHEREAS, the City has the authority to regulate the terms and conditions for the use of
the surface, the air space above the surface, and the area below the surface of the public streets,
roads, sidewalks, lanes, courts, ways, alleys, and boulevards, including, without limitation, all
public utility easements and public service easements as the same now or may thereafter exist that
are under the jurisdiction of the City (“Public Right-of-Way”) for the construction, installation
and maintenance of private buildings and improvements.
WHEREAS, the Conditions of Approval obligate Owner to (i) install and maintain certain
improvements as a part of the Project consisting of landscaping, irrigation, overhead protection,
and special paving (“Project Improvements”), which are located within a portion of the Public
Right-of-Way area depicted on Exhibit B-1, attached hereto (“Right-of-Way Maintenance
Area”) and (ii) provide routine maintenance to certain improvements (“Caltrain Plaza
Improvements”) constructed by the City on and within a portion of the City owned parcel at 296
Airport Boulevard APN 012-338-160 containing a public area known as the Caltrain Station Plaza
(“Caltrain Plaza Area”) depicted on Exhibit B-2, attached hereto. The Right-of-Way
Maintenance Area and the portion of Caltrain Plaza Area containing the Caltrain Plaza
Improvements shall be referred to collectively herein as the “Maintenance Area.”
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WHEREAS, The City has approved (i) the encroachment of certain portions of the Project
consisting of above-grade building overhead protection improvements extending approximately
four (4) feet into the Right-of-Way Maintenance Area and the Caltrain Plaza Area and (ii) certain
non-permanent encroachments within the Caltrain Plaza Area fronting the retail portions of the
Project consisting of patio seating, tables, umbrellas, low fencing and similar outdoor restaurant
appurtenances (collectively, the “Encroachments”), subject to the terms and conditions of this
Agreement.
WHEREAS, the parties desire to enter into this Agreement to set forth the terms and
conditions upon which (i) Owner will perform certain maintenance work on improvements within
the Maintenance Area, including maintaining the Project Improvements and the Caltrain Plaza
Improvements and (ii) City consents to the Encroachments.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other
good and valuable consideration, the parties agree as follows:
AGREEMENT
1. Maintenance Obligations. Owner shall, at its sole cost and expense, except as
expressly provided below, (a) install and maintain the Project Improvements and maintain the
Caltrain Plaza Improvements within the Maintenance Area in accordance with the Conditions of
Approval and the City’s maintenance standards attached hereto and incorporated herein as Exhibit
C (the “Maintenance Obligations”). The Maintenance Area must be kept in a reasonably clean
and usable condition at all times. Owner’s maintenance obligations include, but are not limited to,
the following activities: trash clean-up, power washing, paver sweeping, graffiti removal, and
vegetation management as periodically required in accordance with the City’s maintenance
standards contained in Exhibit C; provided, however, that Owner shall have no obligation to make
any capital repairs or replacements of or to any portion of the the Caltrain Plaza Improvements
whatsoever. Owner shall be obligated to make minor repairs and replacements of and to the Project
Improvements within the Right-of-Way Maintenance Area, such as repair and replacement of
pavers that are damaged due to vandalism and normal wear and tear, and routine
replacement/replenishment of vegetation. Owner’s maintenance obligations do not include (i) any
major capital repairs or replacement, such as rebuilding hardscape in the event of substantial
destruction due to accident, natural disaster or vandalism (other than the replacement of pavers
and the removal of graffiti within the Right-of-Way Maintenance Area), or (ii) replacement of the
Project Improvements once they have exceeded their useful life. Irrigation water for maintenance
of the Project Improvements within the Right-of-Way Maintenance Area shall be provided by
Owner. Irrigation water and electricity service for maintenance of the Caltrain Plaza
Improvements within the Caltrain Plaza Area shall be provided by the City. In the event that a
condition of the Maintenance Area requires immediate attention due to a dangerous, unsafe or
unsanitary condition, including but not limited to, dumped refuse, broken or dangerous pavers, the
City may request that Owner promptly address the condition. If Owner does not respond and
remedy the condition to the reasonable satisfaction of the City within twenty-four (24) hours)
hours, then the City may take reasonable action to remedy the condition and bill Owner for the
actual out-of-pocket cost and reasonable administrative expenses thereof. In addition, in the event
that Owner fails to perform the general maintenance components of the Maintenance Obligations,
City may notify Owner of the deficiency and if Owner fails to proceed to perform the maintenance
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within ten (10) business days after delivery of such notice, then the City may take reasonable action
to perform the maintenance on Owner’s behalf and charge owner for the actual out-of-pocket cost
of such maintenance and reasonable administrative expenses.
2. Consent to Encroachments. City hereby consents to the existence of the
Encroachments within the Right-of-Way Maintenance Area and the Caltrain Plaza Area, subject
to the terms and conditions of this Agreement.
3. Use and Maintenance of Encroachments. Owner and City hereby agree that so
long as this Agreement remains in effect, Owner may use, maintain, repair and replace (assuming
that such repair or replacement does not materially expand the size or intensity of Owner’s initial
encroachments) the Encroachments located within the Right-of-Way Maintenance Area and may
use, maintain, and repair the Encroachments located within the Caltrain Plaza Area. Owner shall
not construct, or add new or additional encroachments on or within the Right-of-Way Maintenance
Area or the Caltrain Plaza Area other than the Encroachments contemplated herein without the
City’s prior express written consent, which shall not be unreasonably withheld, conditioned or
delayed, provided that the work complies with all applicable laws and Owner obtains or causes to
be obtained all required permits.
4. Damage to Facilities in Maintenance Area. Owner shall be responsible for:
(i) any damage to City street pavements, existing utilities, curbs, gutters, sidewalks within
the Maintenance Area to the extent caused by (a) Owner’s installation, maintenance, repair or
removal of the Project Improvements within the Right-of-Way Maintenance Area and/or (b)
Owner’s maintenance activities relative to the Caltrain Plaza Improvements within the Caltrain
Plaza Area,
(ii) costs for issuance of permits and initial inspection of the Project Improvements, and
(iii) repair, replacement and restoration in kind of damaged Project Improvements (other
than to the extent such damage is caused by the City, its employees, officers or agents) in each
case, at its sole expense. For clarification and avoidance of doubt, Owner shall not be obligated to
repair, restore or replace any portion of the Project Improvements or the Caltrain Plaza
Improvements to the extent that the damage thereto is caused by the City, its employees, officers
or agents or by any third party (except for the replacement of broken pavers and/or the removal of
graffiti within the Right-of-Way Maintenance Area pursuant to Section 1 above).
(iv) Owner shall notify all utilities of any damage caused by Owner’s installation,
maintenance, repair or removal of the Project Improvements. Owner shall be responsible to all
utilities for any damage caused to facilities owned by utilities caused by Owner’s installation,
maintenance, repair or removal of the Project Improvements from the Right-of-Way Maintenance
Area. If the Right-of-Way Maintenance Area to be used by Owner for the installation of Project
Improvements has pre-existing installation(s) placed in the Right-of-Way Maintenance Area,
Owner shall assume the responsibility to verify the location of the pre-existing installation and
notify the City and any third party owner of such pre-existing installation of Owner’s proposed
installation. The reasonable and documented out-of-pocket cost of any work required by such
third party owner of such pre-existing installation to provide reasonably sufficient space and/or
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clearance to the extent required to accommodate Owner’s installation of the Project Improvements
in the Right-of-Way Maintenance Area shall be borne solely by Owner.
5. Records and Field Locations. Owner shall maintain accurate maps and
improvement plans of the Encroachments and the Project Improvements within the Right-of-Way
Maintenance Area. Owner shall submit to the City at the conclusion of installation of the Project
Improvements copies of all maps accurately depicting the actual location of the Encroachments
and Project Improvements as built. Owner shall, upon demand of the Engineering and
Transportation Department Director, deliver to the office of the Engineering Division free of
charge, and to other third parties interested in performing work within the Right-of-Way
Maintenance Area for a reasonable charge upon request, within thirty (30) days after such demand,
such maps and plans as may be required to show in detail the location, depth, and description of
all Encroachments and Project Improvements installed within Right-of-Way Maintenance Area.
6. Reimbursement of City Expenditures. In the event that the City pursuant to
Section 1 of this Agreement or otherwise expends any funds for labor, use of equipment, supplies,
materials, and the like due to Owner’s failure to keep the Maintenance Area in good working order
as expressly provided herein, Owner shall reimburse City for the actual out-of-pocket costs and
reasonable administrative expenses thereof incurred by the City hereunder to perform such Owner
obligations in accordance with Section 1 above within thirty (30) days following written demand
therefor. If such costs and expenses are not paid within such thirty (30) day period, the City may
assess Owner the actual out-of-pocket costs of the work and reasonable administrative expenses.
Such assessment shall be a lien against the Property or may be placed on the property tax bill and
collected as ordinary taxes by the City. The actions described in this Section 6 are in addition to
and not in lieu of any and all legal remedies as provided by law and, available to the City as a
result of Owner’s failure to perform the Maintenance Obligations.
7. Hold Harmless and Indemnification. Owner, jointly and severally, for itself, its
successors, agents, contractors and employees, agrees to indemnify, defend (with counsel selected
by Owner and reasonably acceptable to City) and hold harmless City, its officers, employees and
agents (each a “City Indemnified Party”) from and against any and all third party claims,
demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial
proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions
of any kind, all costs and expenses incurred in connection therewith, including, without limitation,
reasonable attorneys’ fees and costs of defense (collective, the “Losses”) to the extent arising out
of the installation, use and/or maintenance of the Encroachments, the Project Improvements within
the Right-of-Way Maintenance Area and/or to the extent resulting from the maintenance activities
of Owner within the Maintenance Area as described in this Agreement, except to the extent arising
from the City’s or any City Indemnified Party’s willful misconduct or negligent acts or omissions.
8. Insurance. Owner shall ensure that all contractors performing work on the Project
Improvements and/or in the Maintenance Area shall procure and maintain for the duration of any
installation, replacement and/or maintenance work hereunder “occurrence coverage” insurance
against claims for injuries to persons or damages to property which may arise from or in connection
with the Project Improvements.
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a. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) Insurance Services Office form number GL 0002 (Ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form
number GL 0404 covering Broad Form Comprehensive General Liability;
or Insurance Services Office Commercial General Liability coverage
(“occurrence” form CG 0001.)
2) Workers’ Compensation insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
b. Minimum Limits of Insurance. Owner shall maintain limits no less than:
1) General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage. If commercial General
Liability Insurance or other form with general aggregate limits is used,
either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required
occurrence limit.
2) Automobile Liability: Comprehensive automobile liability insurance in an
amount not less than $1,000,000 per occurrence for bodily injury and
property damage including coverage for owned and non-owned vehicles.
3) Workers’ Compensation and Employers Liability: Worker’s compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of $1,000,000 per accident.
c. Deductibles and Self–Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City,
either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the City, its officers, officials, and employees; or Owner shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
d. Other Insurance Provisions: The policies are to contain, or be endorsed to contain,
the following provision:
1) General Liability Coverage and Automobile Liability Coverage.
a) The City, its officers, officials, employees and volunteers are to be
covered as additional insureds as respects: liability arising out of
activities performed by or on behalf of Owner; products and
completed operations of Owner, premises owned, occupied or used
by Owner. The coverage shall contain no special limitations on the
scope of the protection afforded to the City, its officers, officials,
employees or volunteers.
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b) Each insurance policy shall contain the following endorsement
language: “Notwithstanding any other provisions in this policy, the
insurance afforded hereunder to the City of South San Francisco
shall be primary as to any other insurance or reinsurance covering
or available to the City of South San Francisco, and such other
insurance or reinsurance shall not be required to contribute to any
liability or loss until and unless the approximate limit of liability
afforded hereunder is exhausted.”
c) Owner’s insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the City, its officers,
officials, employees of volunteers shall be excess of Owner’s
insurance and shall not contribute with it.
d) Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees, or volunteers.
e) Owner’s insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the
limits of the insurer’s liability.
2) Worker’s Compensation and Employers Liability Coverage: The insurer
shall agree to waive all rights of subrogation against the City, its officers,
officials, employees and volunteers for losses arising from the
Encroachments or Facilities.
3) All Coverages: Each insurance policy required by this clause shall be
endorsed to state that coverage shall not be suspended, voided, cancelled by
either party, reduced in coverage or in limits except after thirty (30) days’
prior written notice by regular mail, has been given to the City.
e. Acceptability of Insurers: Insurance is to be placed with insurers with a Bests’
rating of no less than A:VII.
f. Verification of Coverage: Owner shall furnish City with certificates of insurance
and with original endorsements effecting coverage required by this clause
concurrently with the execution and delivery of this Agreement. The certificates
and endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf.
g. Subcontractors: Owner shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
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subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
h. The City’s Risk Manager may approve a variation in the foregoing insurance
requirements upon a reasonable determination that the coverages, scope, limits and
forms of such insurance are either not commercially available or that the City’s
interests are not otherwise fully protected.
9. Duration of Agreement. This Agreement shall continue in perpetuity unless and
until a written agreement terminating this Agreement is executed and acknowledged by the City
and all of the respective legal owners of the Property, and such agreement is recorded in the
Official Records of San Mateo County. Upon mutual termination of the Agreement, and upon
written request by City, Owner (or the successor owner of the Property if Owner no longer owns
the Property as provided in Section 11 below), at its own cost and expense, agrees to remove or,
at City’s discretion, abandon in place, some or all of the Project Improvements and restore the
Right-of-Way Maintenance Area to substantially the same condition it was in prior to Owner’s
installation of the Project Improvements. Should Owner or the successor owner of the Property,
if Owner no longer owns the Property, in such event fail, neglect or refuse to make such removals
or restoration within one hundred twenty (120) days of City’s written request, at the sole option of
City, such removal and restoration may be performed by City at the expense of Owner or Owner’s
successor if Owner no longer owns the Property), which reasonable and documented expense
Fairfield (or the successor owner of the Property if Fairfield no longer owns the Property) agrees
to pay to City upon written demand.
10. Severability. If any one or more of the covenants or agreements or portions
thereof provided in this Agreement shall be held by a court of competent jurisdiction in a final
judicial action to be void, voidable or unenforceable, such covenant or covenants, such agreement
or agreements, or such portions thereof shall be null and void and shall be deemed separable from
the remaining covenants or agreements or portions thereof and shall in no way affect the validity
or enforceability of the remaining portions of this Agreement.
11. Notices. All notices given or which may be given pursuant to this Agreement shall
be in writing and transmitted by United States mail or by private delivery systems or by facsimile
if followed by United States mail or by private delivery systems as follows:
To the City: Attn: Engineering Division
City of South San Francisco
315 Maple Avenue
South San Francisco, CA 94080
To Owner: Fairfield 200 Airport LP
5355 Mira Sorrento Place
Suite 100
San Diego, CA 92121
Attn: Jenna Woods
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12. Successors and Assigns. Each of the agreements, covenants and obligations of
Owner and City, respectively, set forth in this Agreement shall be covenants that run with the land
and shall be binding upon all successors of Owner and City, respectively, for the benefit of the
owner of the other property and such owner’s successors in accordance with Section 1468 of the
California Civil Code. Owner shall deliver to the City written notice (“Transfer Notice”) of any
sale or transfer of the Property to an unaffiliated third party (“Transferee”) within three (3)
business days following such sale or transfer. The Transfer Notice shall include the identity of the
Transferee and related contact information. City shall have the right to require such Transferee to
obtain a corporate surety bond in the amount of $50,000 (“Surety Bond”) to secure the Owner
obligations under this Agreement if the City determines, in its reasonable judgment, that the
Transferee does not have the financial standing and ability to perform the Owner obligations
hereunder. The City’s right to require a Surety Bond shall be exercised, if at all, within thirty (30)
days following delivery of a Transfer Notice from Owner. The obligation of any Transferee to
maintain a Surety Bond hereunder shall terminate if such Transferee satisfies the Owner
obligations hereunder for two (2) consecutive years following the issuance of the Surety Bond;
provided, however, that the City shall have the right to require any subsequent Transferee to obtain
a Surety Bond in accordance with the provisions of this Section 12. Notwithstanding any provision
of this Agreement to the contrary, nothing contained herein shall be deemed to be a gift or
dedication of any portion of the Maintenance Area to the general public or for the general public
or for any public purpose whatsoever, and this Agreement shall be strictly limited to and for the
purposes expressed in this Agreement.
13. Cooperation. If any additional documents are reasonably necessary to accomplish
the express purposes of this Agreement, the parties hereto agree to cooperate reasonably and in
good faith in the preparation of any such documents, and agree to promptly sign and deliver any
such documents.
14. Entire Document/Modification. This Agreement constitutes the entire agreement
between the parties hereto with respect to the Maintenance Obligations, the Encroachments and
the Maintenance Area, and supersedes as of the date hereof any prior agreement(s) between the
parties, written or oral, concerning the subject matter of this Agreement. Any subsequent
modification of this Agreement shall be in a writing signed by both parties or their respective
successors in interest.
15. Invalidity and Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall
continue in full force and effect and shall in no way be impaired or invalidated, and the parties
agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that
most closely approximates the intent and effect of the invalid or unenforceable provision.
16. Liens Not Impaired. No breach of the covenants or terms of this Agreement or
any enforcement thereof shall defeat or render invalid the lien of any mortgage or deed of trust
made in good faith and for value, now or hereafter executed upon the Property or any portion
thereof. None of the covenants or terms of this Agreement shall supersede or in any way reduce
the security or affect the validity of any such mortgage or deed of trust; provided, however, that
any such covenant or term shall be binding upon and effective against the owner of the Property
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or any portion thereof whose title to the Property or such portion thereof is acquired by foreclosure,
trustee’s sale or otherwise.
17. Attorneys’ Fees. In the event of any controversy, claim or dispute arising out of
this Agreement or any breach hereof, the prevailing party in any legal action shall be entitled to
recover from the losing party its costs and expenses, including reasonable attorneys’ fees and costs.
18. Applicable Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to principles of conflicts of
law. All actions, proceedings, lawsuits, claims, and disputes shall be venued in the County of San
Mateo, State of California.
19. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall, for all purposes, be deemed an original and all of such counterparts, taken together,
shall constitute one and the same instrument.
[signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
OWNER:
FAIRFIELD 200 AIRPORT LP,
a Delaware limited partnership
By: BF VAMF III GP LLC,
a Delaware limited liability company,
its general partner
By:
Name: Ed McCoy
Title: Sr. Vice President
Date:
CITY:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By: _______________________________
Name: Charles Michael Futrell
Its: City Manager
Approved as to Form:
_________________________________
City Attorney
EXHIBITS:
Exhibit A – Legal Description
Exhibit B-1 – Right-of-Way Maintenance Area
Exhibit B-2 – Caltrain Plaza Area
Exhibit C – City’s Maintenance Standards
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ACKNOWLEDGMENTS
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
)
COUNTY OF )
On _____________________, before me, , a Notary Public
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
)
COUNTY OF )
On _____________________, before me, , a Notary Public
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
Exhibit “A”
EXHIBIT “A”
Legal Description of Property
Real property in the City of South San Francisco, County of San Mateo, State of California,
described as follows:
LOT 1, AS DESIGNATED ON THE MAP ENTITLED “FINAL MAP 200 AIRPORT
BOULEVARD”, WHICH WAS FILED IN THE OFFICE OF THE RECORDER OF THE
COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON AUGUST 13, 2020 IN BOOK
142, PAGES 99 AND 100 OF MAPS.
Exhibit “B”
EXHIBIT “B-1”
Right-of-Way Maintenance Area
[SEE ATTACHED]
LOBBY
STAIR 1
ELEC. RM
ELEV 1
ELEV 2
BIKE
ROOM
RETAIL
STAIR 2
FIRE
PUMP MPOE UTILITY ELEC.
METER BACKFLOW
717
T
T
314313
306
302
AIRPORT BOULEVARD
150 AIRPORT
APARTMENTS
CALTRAIN PLAZA -
VACANT LOT -
NOT A PART
Exhibit “B”
EXHIBIT “B-2”
Caltrain Plaza Area
[SEE ATTACHED]
PENINSULA CORRIDOR JOINT POWERS BOARDHNTB CORPORATION1111 Broadway, 9th FloorOakland, CA 94607
EXHIBIT C
City Maintenance Standards
[SEE ATTACHED]
405.1314 3574043.1
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Maintenance Standards for CalTrain Plaza
General
The following scope has been established as the base level of maintenance that the City of South San
Francisco and Fairfield have agreed to maintain the plaza located at the corner of East Grand Avenue and
Airport Boulevard and associated areas. All equipment and materials necessary for this maintenance is to
be provided by respective maintenance contractor for each areas maintenance. Both parties shall agree to
adhere to these standards of maintenance for designated areas in order to keep a consistent appearance
between City maintained areas and Fairfield maintained areas.
Coordination
Representatives from the City of South San Francisco and Fairfield shall agree to meet every six (6)
months to discuss and coordinate maintenance items to increase consistency between the respective
maintenance areas. This meeting will not serve as the only avenue for requests, but as a general meeting
on agreed upon maintenance standards and related issues. Regular smaller issues shall be dealt with
regularly on a daily basis.
Hardscapes
1. Pressure washing
Pressure washing shall be performed bi-monthly and shall encompass washing of all hardscape
pathways and walls.
a. All necessary equipment shall be provided by contractor and water will be made
available by quick couplers or hose bibs located on site.
b. Pressure washing shall be performed at a distance that does not damage concrete and
shall be performed at a consistent pattern so as not to leave “streaks” of soiled areas
c. Waste water shall not be allowed to enter the storm drain and shall be retained on site or
captured before entering the drainage system.
2. Graffiti
Graffiti shall be inspected for during regular maintenance frequencies and abated within twenty-
four (24) hours of being identified. If graffiti abatement is requested by the City or Fairfield
outside of regular maintenance frequency, this request shall be acknowledged and completed
within twenty-four (24) hours.
a. Graffiti shall be removed by conventional cleaners and methods as a first efforts. This
includes approved chemical cleaners and pressure washing.
b. If conventional cleaning methods do not work, painting may be explored as a last resort
effort. All paint colors must be approved with the City and Fairfield prior to painting and
all painted areas shall block out the entire area where graffiti is located. This means
painting from expansion joint to expansion joint on concrete or similar for other
materials.
c. Paint is to be provided by the respective property manager for consistency over time.
3. Concrete/Paver Damage
Fairfield shall be responsible for repair and replacement of broken or damaged pavers due to
vandalism and normal wear and tear.
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All other concrete damage shall be the responsibility of the City, unless damages are caused by
Contractor negligence. This may include pressure washing too closely or damage from driving
equipment and vehicles on inappropriate hardscape areas.
Plant Material
1. Turf Areas
a. Turf area shall aerated, fertilized, and over-seeded two (2) times per year; once in April
and once in October.
b. There shall be two (2) broadleaf applications made in May and September
c. Mowing shall occur on a weekly basis at a height of 2”-3” dependent upon grass species
and best management practices. Blades shall be kept sharp and in proper working
condition so as not to damage turf.
d. Edging shall occur on a weekly basis. This work shall be performed with an edger or
weed whip with blade attachment. Blades shall be sharp and shall be set to a depth no
more than one (1) inch deep from hardscape edge.
2. Ornamental Plant Material
Ornamental plants are defined as any plant species that is not a tree or turf. These species mainly
include shrubs under ten feet (10’) tall and any ornamental grasses that are not considered “turf”.
a. Shrubs shall be pruned on an as needed basis based on species growth rates. All shrubs
shall be pruned following proper techniques, preferably using hand pruners. Growth shall
be directed by pruning at branch unions. All shrubs shall be left in natural form to the
extent possible, but shall be kept from encroaching on walkways or other site amenities.
b. “No-Mow” grass and other ornamental grasses shall be left in natural form and trimmed
back to its base as needed when/if a majority of grass blades have browned.
c. Grasses and Shrubs shall be fertilized once a year using a pelletized, slow release formula
that lasts at minimum six (6) months.
3. Trees
Trees shall be pruned on a 5-7 year cycle following ISA standards. Work shall be performed by
an ISA certified arborist and shall only occur to mitigate poor form, weak branch connections, or
dead wood. Young trees shall be trained once established to promote proper form as they mature.
Trees shall not be topped or “lion tailed” and heading cuts shall be avoided as trees become
mature.
a. Turf shall be kept at least twenty-four (24) inches away from the base of all trees planted
in turf areas.
b. Weed whips shall not be used near the base of trees to avoid damage to the trunk
c. Tree mulch shall be applied around the base of trees where applicable to retain moisture
and suppress weeds. Mulch will not be piled against the trunks of trees in mulched areas.
d. Stakes are to be removed from trees with in three (3) years of original planting.
- 3 -
Trash Frequencies
Trash Receptacles and Litter
All trash bags and equipment related to litter abatement shall be provided by the contractor at the
contractor’s expense.
a. Trash receptacles are to be emptied at a minimum once per day, but shall be checked and
changed as needed.
b. Clean up of loose litter shall be performed five (5) times a week; Monday, Tuesday,
Wednesday, Thursday, Friday at a minimum.
3574039.1