HomeMy WebLinkAboutOrd 1264-1999 ORDINANCE NO. 1264-99
CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO
AN ORDINANCE ADOPTING A AMENDED DEVELOPMENT
AGREEMENT FOR PHASE II (WOODS PROPERTY) OF THE
TERRABAY DEVELOPMENT
RECITALS
WHEREAS, the existing Terrabay Specific Plan, Chapter 20.63 of the South San
Francisco Municipal Code and the Terrabay Development Agreement allow development of the
Terrabay project (together the "existing entitlements"), subject to certain further approvals and
entitlements; and
WHEREAS, the Terrabay project is divided into three separate phases, the first of which,
Phase I, is currently under construction and nearing completion; and
WHEREAS, in July 1997 the owner of Phase II and III, SunChase G.A., California I, Inc.
("Applicant"), applied to the City to amend the Terrabay Development Agreement and to
approve related entitlements for Phase II and III of the Terrabay development (the "proposed
entitlements"); and
WHEREAS, the Supplemental Environmental Impact Report prepared in 1998 to 1999,
which together with the Environmental Impact Report prepared in 1982 and the Supplemental
Environmental Impact Report prepared in 1996, analyzed the anticipated environmental impacts
of the proposed Phase II and III; and
WHEREAS, by letter, the Applicant asked the City to process the proposed entitlements
for Phase II separate from the proposed entitlements for Phase III; and
WHEREAS, pursuant to Municipal Code section 19.60.050, the Director of Community
Development reviewed the application to amend the Terrabay Development Agreement; and
WHEREAS, the proposed Amended Development Agreement for Phase II of the
Terrabay Development relates only to the Woods Property within Phase II; and
WHEREAS, pursuant Municipal Code sections 19.60.050 and 19.60.060, the Director of
Community Development found the proposed Amended Development Agreement for Phase II to
be in the proper form, determined that the application was complete, and referred the application
and Agreement to the Planning Commission for a public hearing; and
WHEREAS, on February 25, 1999 and March 18, 1999, the Planning Commission held a
properly noticed public heating on the proposed Amended Development Agreement for Phase H
of the Terrabay Development made the findings required by Municipal Code section 19.060.100
and recommended that the City Council adopt said Agreement; and
WHEREAS, on April 14, 1999 and December 8, 1999, pursuant to Municipal Code
section 19.060.110 the City Council conducted a property noticed public hearing on the proposed
Amended Development Agreement for Phase II (Woods Property only) of the Terrabay
Development.
The City Council of the City of South San Francisco does ordain as follows:
Section 1. Findings
The proposed Amended Development Agreement for Phase II (Woods Property)
of the Terrabay Development is consistent with the objectives, policies, general
land uses and programs specified in the General Plan and the amended Terrabay
Specific Plan and Phase II Precise Plan as amended and adopted. This finding is
based upon all evidence in the record as a whole, including, but not limited to: the
City Council's independent review of these documents.
The proposed Amended Development Agreement for Phase I1 (Woods Property)
complies with all applicable zoning, subdivision, and building regulations and
with the general and relevant specific plan. The City Council independently
reviewed the proposed Amended Development Agreement for Phase II (Woods
Property), General Plan, the amended Terrabay Specific Plan, the Precise Plan for
Phase II, Chapter 20.63 of the Zoning Ordinance as amended, Title 15 of the
Municipal Code, and applicable state and federal law. This finding is based upon
all evidence in the record as a whole, including, but not limited to: the City
Council's independent review of these documents and advise in the record from
City staff.
Co
The proposed Amended Development Agreement for Phase II (Woods Property)
states its specific duration. This finding is based upon all evidence in the record
as a whole, including, but not limited to: the City Council's independent review of
the proposed Amended Development Agreement for Phase II (Woods Property).
Do
The proposed Amended Development Agreement for Phase II (Woods Property)'
states the permitted uses of the property subject thereto. This finding is based
upon all evidence in the record as a whole, including, but not limited to: the City
Council's independent review of the proposed Amended Development Agreement
for Phase II (Woods Property) and its determination that Section 3 of the
Agreement sets forth the documents which state the permitted uses.
i I
Eo
The proposed Amended Development Agreement for Phase II (Woods Property)
states the permitted density and intensity of use of the property subject thereto.
This finding is based upon all evidence in the record as a whole, including, but not
limited to: the City Council's independent review of the proposed Amended
Development Agreement for Phase II (Woods Property) and its determination that
Section 3 of the Agreement sets forth the documents which state the permitted
density and intensity of use.
Fo
The proposed Amended Development .Agreement for Phase II (Woods Property)
states the maximum permitted height and size of proposed buildings on the
property subject thereto. This finding is based upon all evidence in ~he record as a
whole, including, but not limited to: the City Council's independent review of the
proposed Amended Development Agreement for Phase II and its determination
that Section 3 of the Agreement sets forth the documents which state the
maximum permitted height and size of buildings.
G°
The proposed Amended Development Agreement for Phase II describes the land
which will be dedicated for public purposes from the property subject thereto.
This finding is based upon all evidence in the record as a whole, including, but not
limited to: the City Council's independent review of the proposed Amended
Development Agreement for Phase II (Woods Property) and its determination that
the Terrabay Specific Plan and Specific Plan Zoning District (Chapter 20.63 of
the Municipal Code) set forth the documents which state the maximum permitted
height and size of buildings.
Section 2.
The City Council of the City of South San Francisco hereby approves the proposed
Amended Development Agreement for Phase II (Woods Property) of the Terrabay Development,
attached hereto as Exhibit 1 and incorporated herein by reference.
Section 3. Severability.
In the event any section or portion of this ordinance shall be determined invalid or
unconstitutional, such section or portion shall be deemed severable and all other sections or
portions hereof shall remain in full force and effect.
Section 4. Publication and Effective Date.
This ordinance shall be published once, with the names of those City Council members
voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of
South San Francisco, as required by law, and shall become effective thirty (30) days from and
after its adoption.
Introduced at a regular meeting of the City Council of the City of South San Francisco,
held on the 8th day of December, 1999.
Adopted as an Ordinance of the City of South San Francisco at a special meeting of the
City Council held on 15th day of December, 1999 by the following vote:
AYES:
NOES:
ABSTAIN:
Councilmembers James L. Datzman, Eugene R. Mullin, and John R. Penna,
and Mayor Pro Tem Joseph A. Femekes
Mayor Karyl Matsumoto
None
ABSENT: None
ATTEST:
City Clerk
As Mayor of the City of South San Francisco, I do hereby approve the foregoing
Ordinance this 15th day of December, 1999. ~
AMENDMENT TO THE TERRABAY DEVEI,OPMENT AGREEMENT
REGARDING THE WOODS EAST AND WEST AREAS
OF PHASE Il OF THE TERRARAY PROJECT
This AMENDMENT TO THE TERRABAY DEVELOPMENT AGREEMENT
REGARDING THE WOODS EAST AND WEST AREAS OF PHASE II OF THE TERRABAY
PROJECT is dated 1999 ("Woods Agreement"), between SunChase G. A.
California I, Inc. ("Owner") and the City of South San Francisco, a Municipal corporation
("City") (together "Parties"), organized and existing under the laws of the State of California.
RECITALS
Ao
WHEREAS, California Government Code Sections 65864 through 65869.5 authorize the
City to enter into binding development agreements with persons having legal or equitable
interests in real property for the development of such property; and
Bo
WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules and
regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code,
establishing procedures and requirements for adoption and execution of development
agreements; and
Co
WHEREAs, this Woods Agreement concerns the tracts of land owned by the Owner
known as the Woods neighborhoods (East and West) of Phase II of the Terrabay Project
("Woods Property"), particularly described and as shown in Exhibits "A" and "B",
attached and incorporated; and
Do
WHEREAS, the current condition of title to the Woods Property is depicted in the
Preliminary Report issued by Commonwealth Land Title Insurance Company under its
Policy No. 79110025 dated October 19, 1999, a copy of which is attached as Exhibit "C,'"
and
Eo
WHEREAS, the Woods Property is part of a three (3) phase project being developed by
Owner and its successors in interest (together these "Phases I, II and III" are the
"Terrabay Development"); and
WHEREAS, Terrabay, a California general partnership ("Terrabay") has caused to be
prepared, and the City has accepted and approved by City Council Resolution No. 159-82
on December 2, 1982, a specific plan for the Terrabay Development, which is entitled
1 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405/035/agree/woods
'--- "Specific Plan for Terrabay Development", dated July, 1982 ("Specific Plan"); and
Go
WHEREAS, the City Council adopted Resolution No. 193-96, dated December 18, 1996,
extending the term of the Specific Plan to February 14, 2007; and
Ho
WHEREAS, Owner has proposed certain modifications to the development plans under
the Specific Plan for the Woods Property in the "Modified Specific Plan for the Woods
Neighborhood (East and West) of the Terrabay Development" dated May 12, 1999,
("Woods Specific Plan"), and the City has reviewed and approved said Woods Specific
Plan on May 12, 1999; and
WHEREAS, development of the Woods Property is subject to the covenants and
conditions contained in the San Bnmo Mountain Habitat Conservation Plan and the
Agreement related thereto approved and adopted by Resolution No. 139-80 of the City
Council on November 15, 1982; and
Jo
WHEREAS, on May 18, 1983, the City Council adopted Ordinance No. 921-83
approving and adopting a "Development Agreement" with Terrabay and the Ordinance
thereafter took effect on June 17, 1983 ("Original Agreement"); and
Ko
WHEREAS, on September 25, 1996, the City Council approved the first "Amendment to
Development Agreement," amending the provisions of the Original Agreement relating to
the construction of the Recreation Center and replacing the construction of a child care
center with the payment of an in-lieu fee; and
Lo
WHEREAS, on January 8, 1997, the City Council approved a "Second Amendment to
Development Agreement" extending the term of the Original Agreement to February 14,
2007 (together the Original Agreement, the Amendment to the Development Agreement,
and the Second Amendment to the Development Agreement are the "Agreement"); and
Mo
WHEREAS, Owner has requested that the City enter into this Woods Agreement for the
Woods Property with Owner; and
No
WHEREAS, Owner has entered into a contract with Myers Development Company
("Myers") and Chase Capital Partners ("Chase") for purchase of the Woods Property
contingent on the City approval of this Woods Agreement. It is contemplated that Myers
will develop the Woods Property.
Oo
WHEREAS, this Woods Agreement enumerates those obligations created by the
Agreement that relate to the Woods Property only and that have not been satisfied by
performance, and, for additional consideration exchanged, creates certain additional
rights and obligations.
2 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405~035~agree~woods
WHEREAS, the Parties agree that the following terms, conditions and requirements
arising out of the Agreement that relate to Phase I of the Project (together "Phase I
Obligations"), have been satisfied by performance:
Fire Station/Hillside Recreation Center (Agreement section 4). City Manager
authority to accept improvements to Hillside Recreation Center granted by the
City Council on March 10, 1999.
Pedestrian crossing including stairway from Randolph Avenue at the intersection
of Hillside Boulevard Extension/North Spruce Avenue (Agreement Exhibit "G",
paragraph 11).
o
Hillside Boulevard buffer zone/frontage road and widening of Hillside Boulevard
between Lincoln Street and Randolph Avenue (Agreement Exhibit "G", paragraph
12).
Water tank and pump station (Agreement Exhibit "G", paragraph 13), accepted by
California Water Service Company, by letters dated January 1, 1997 and June 23,
1998 to James W. Sweenie of Sterling Pacific Management Services, Inc.
o
Off-site and on-site sanitary sewer interceptors located within dedicated city
easements in the Hillside Extension and Bayshore Boulevard Corridors and in the
existing City sanitary sewer system were accepted on June 12, 1996, by the City
Council subject to submittal of a bond. The required bond was received and
accepted by the Engineering Department (Agreement Exhibit "G", paragraph 15).
o
Agreements have been executed to satisfy the requirements of amendments
Twenty (20) and Twenty-one (21) of the Specific Plan (Agreement, Exhibit E,
Section I(E)) as they relate to the Woods Property only.
WHEREAS, while many of the rights and obligations in this Woods Agreement are
consistent with those in the Agreement, if there is a conflict between the rights or
obligations under the Agreement and the Woods Agreement with regard to the
development of the Woods Property, the Woods Agreement shall control; and
WHEREAS, all terms, conditions, requirements, exhibits, and vested rights of the Parties
under the Agreement with regard to the Woods Property which are not in conflict with
and are not inconsistent with the terms of this Woods Agreement shall remain in full
force and effect; and
S. WHEREAS, the Woods Agreement only relates to the Woods Property and does not
3 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405/035/agree/woods
To
Wo
relate to any other area of the Terrabay Development. All provisions of the Agreement
relating to any other area of the Terrabay Development are not amended or effected by
this Woods Agreement and remain in full force and effect.
WHEREAS, all proceedings necessary for the valid adoption and execution hereof have
taken place in accordance with Government Code Sections 65864 through 65869.5 and
with Chapter 19.60 of the South San Francisco Municipal Code; and
WHEREAS, the City Council has found that this Woods Agreement is consistent with the
objectives, policies, general land uses and programs specified in the South San
Francisco's General Plan as adopted on April 21, 1969 and as amended from time to
time; and
WHEREAS, the City Council has found that this Woods Agreement is consistent with the
Woods Specific Plan; and
WHEREAS, on December 15, 1999, the City Council adopted Ordinance No.
approving and adopting this Woods Agreement with Owner and the Ordinance thereafter
took effect on January 15, 2000.
AGREEMENT
NOW, THEREFORE, the Parties, pursuant to the authority contained in Government
Code Sections 65864 through 65869.5 and Chapter 19.60 of the South San Francisco Municipal
Code and in consideration of the mutual covenants and agreements contained herein, agree as
follows:
1. Effective Date
The effective date of this Woods Agreement shall be the date first appearing above (the
"Effective Date").
2. Duration
This Woods Agreement shall expire on February 14, 2007. In the event that litigation to
which the City is a party against the Owner or any of its officers, agents, employees,
contractors, representatives or consultants should delay implementation or construction of
the Woods Property, the expiration date shall be tolled from the time the summons and
complaint is served on the defendant(s) until the judgment entered by the court is final
and not subject to appeal; provided, however, that the total amount of time which the
expiration date shall be tolled as a result of such litigation shall not exceed five (5) years.
4 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Termbay Project
405~035~agree~woods
o
Project Criteria
The criteria which shall govem development of the Woods Property, which criteria shall
include, without limitation, permitted uses, density and intensity of use, maximum height
and size of proposed buildings, dedication of land, and public improvements, facilities
and services, shall be the criteria set forth in the Woods Specific Plan, and applicable
provisions of the South San Francisco Municipal Code as in effect on the Effective Date,
including but not limited to Chapter 20.63 thereof. To the extent Owner's obligations to
provide any public improvements, facilities or services arise under one or more separate
agreements, to which the City may or may not be a party, the obligations of the parties
under the separate agreements shall be governed exclusively by the terms of those
agreements and shall in no way be affected by termination, cancellation, or expiration of
this Woods Agreement, or by default hereunder or breach hereof. Owner specifically
understands that by this Section 3 and Section 16 of this Woods Agreement, it is
surrendering and voiding any rights relating to the Woods Property that had vested under
the Agreement to the extent that such fights conflict with the rights created by this Woods
Agreement.
Subdivision Improvements
(a) Except as otherwise specifically provided in this Woods Agreement, Owner, at its
sole cost and expense, shall install, construct and complete the physical public
subdivision improvements as approved by the City Engineer included within each final
map within the Woods Property as development takes place following recordation of the
map(s) therefor. In this regard, Owner shall execute for each final map, a Subdivision
Improvement Agreement in substantially the same form as Exhibit "E", attached hereto
and incorporated herein. Owner shall thereafter comply with all obligations created under
any Subdivision Improvement Agreement.
(b) Owner shall pay all building permit fees and subdivision fees related to the
subdivision improvements, in amounts equal to the lesser of the following:
(i) The fees in effect as of the date of application for each map or permit; or
(ii)
The fees in effect as of the effective date of the Woods Agreement and
adjusted annually on July 1st, in an amount equal to the annual percentage
increase reflected by the Construction Cost Index for the San Francisco
Bay Area published by the Engineering News Weekly.
405~035~agree~woods
December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
o
Off-site and On-site Improvements
Owner shall, at its sole cost and expense, provide all off and on-site improvements
identified in the Woods Specific Plan and in Exhibit "F" hereto as being the
responsibility of Owner and shall provide the off and on-site improvements in accordance
with the technical engineering requirements of the City Engineer.
Fees
(a) In addition to any other fees required to be paid by Owner by ordinance or by this
or other agreements, Owner agrees to pay City's costs (including overhead and
administrative costs) for plan checking and processing of documents and for all field
quality control inspections necessary for the proper administration of development
pursuant to this Woods Agreement, as determined by the City Engineer. Fees paid shall
be in amounts as set forth in subsection (c) of this section.
(b) In addition to any other fees required to be paid by Owner by ordinance or by this
Woods Agreement or other agreements, Owner agrees to pay City's costs incurred by
City for Geotechnical Consultant Services associated with the development of the Woods
Property contemplated herein. In this regard, City shall submit to Owner monthly
billings, as necessary, and Owner shall remit payment in full within thirty (30) days of the
date of the billing.
(c) Throughout the term of this Woods Agreement, unless otherwise provided, the
fees and charges levied by City for any and all public or private improvements,
construction, building or development to be payable by Owner shall be the lesser of the
following:
(i) The fees in effect as of the date of application for each map or permit; or
(ii)
The fees in effect as of the effective date of the Woods Agreement and
adjusted annually on July 1st, in an amount equal to the annual percentage
increase reflected by the Construction Cost Index for the San Francisco
Bay Area published by the Engineering News Weekly.
Insurance
Owner shall obtain prior to commencement of any work required or authorized under this
Woods Agreement and maintain thereafter for the remainder of the entire term of this
Woods Agreement, the following insurance and receive the approval of the City Attorney
as to form, amount and carder:
405/035~agree~woods
6 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
(a) Worker's Compensation and Employer's !.iability Insurance in the statutory
coverage: In signing this Woods Agreement, the Owner makes the following
certification, required by Section 1861 of the California Labor Code:
"I am aware of the provisions of Section 3700 of the California Labor
Code which require every employer to be insured against liability for
Workers' Compensation or to undertake self-insurance in accordance with
the provisions of the Code, and I will comply with such provisions before
commencing the performance of the work of this Woods Agreement."
(b) Commercial General Liability Insurance: An insurance policy in an amount not
less than $10,000,000.00 for injuries including, but not limited to, death to any one
person and subject to the same limit for each person, in an amount not less than
$10,000,000.00 combined single limit per occurrence for bodily injury, personal injury
and property damage.
(c) Automobile Liability (Code 1) Insurance: An insurance policy in an amount not
less than Five Hundred Thousand Dollars ($500,000.00) combined single limit per
accident for bodily injury and property damage.
(d) Contractual Liability Insurance: An insurance policy in the amount of not less
than $10,000,000.00, insuring City, its elective and appointive boards, commissions,
officers, agents and employees, and Owner against damages sustained by reason of any
action or actions at law or in equity, and/or any claims or demands by reason of any
breach or alleged breach of any contract, or provisions thereof, or by reason of any
contractual liability, or alleged contractual liability arising out of any contract entered
into by Owner and/or any of its agents or employees in order to perform the work defined
herein.
Endorsements on insurance. The insurance required shall contain the following
endorsements:
(a) "The following are named as additional insureds on the above policies: The City
of South San Francisco, its elective and appointive boards, officers, agents, consultants
and employees."
(b) "Notwithstanding any other provision 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."
7 December 2, 1999
405/035/agree/woods
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
10.
(c) "This insurance which insures the City, its officers, agents, consultants and
employees against loss or liability which may arise fxom each occurrence during the
performance of or which may result from any work herein required to be done, also
covers claims for property damage to the City by deposit or washing of material onto City
streets or other public improvements which may arise from or out of the performance of
the work, whether such performance be by the contractor, the subcontractor or any person
directly or indirectly employed by him. This insurance includes protection against
liability arising from completed operations provided a cause of action therefor existed at
the time of project completion."
Evidence of Insurance.
Evidence of the insurance described above shall be provided to City prior to
commencement of any work under this Woods Agreement and shall be subject to
approval by the City Attorney as to form, amount and carder. The policy of insurance
shall also contain a provision indicating that such insurance shall not be reduced or
canceled except upon thirty (30) days written notice to City.
Hold Harmless.
Owner agrees to and shall hold the City, its officers, agents, employees and
representatives harmless from liability for damage or claims for damage for personal
injury including death and claims for property damage which may arise from the direct or
indirect operations of Owner or those of his contractor, subcontractor, agent, employee or
other person acting on his behalf which relate to the project. Owner agrees to and shall
defend the City and its officers, agents, consultants, employees and representatives from
actions for damages caused or alleged to have been caused by reason of Owner's
activities in connection with the development of the Woods Property.
This hold harmless agreement applies to all damages and claims for damages suffered or
alleged to have been suffered by reason of the operations referred to in this paragraph,
regardless of whether or not the City prepared, supplied, or approved plans or
specifications or both for the Woods Project, regardless of whether or not City conducted
inspections for the Woods Project and regardless of whether or not the insurance policies
referred to in paragraphs 7 through 9 are applicable, but Owner shall have no
responsibility to the City hereunder for actual or alleged damages claimed by the City
where such damages result directly or indirectly from negligent or intentional acts or
omissions of the City or the City's officers, agents, consultants, employees or
representatives.
405~035~agree~woods
8 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
~"" 11. Interests of other owners
12.
Owner has no knowledge of any reason why Owner, and any other persons holding legal
or equitable interests in the Property as of the date on which title to the Woods Property
vests of record in Owner, will not be bound by this Woods Agreement, with regard to the
Woods Property with the exception of holders of the interests described as Exceptions of
the title reports attached as Exhibit "C". The Owner shall not be required to cause such
other owners listed as exceptions to the title report to comply with the provisions of this
Woods Agreement.
Assignment
Owner may at any time or from time to time transfer its fight, title or interest in or to all
or any portion of the Woods Property. In accordance with Government Code Section
65868.5, the burdens of this Woods Agreement shall be binding upon, and the benefits of
this Woods Agreement shall inure to, all successors in interest to Owner. As a condition
precedent to any such transfer, Owner shall require the transferee to acknowledge in
writing that transferee has been informed, understands and agrees that the burdens and
benefits under this Woods Agreement relating to such transferred property shall be
binding upon and inure to the benefit of the transferee.
Upon such a transfer, Owner shall notify the City of the name and address of the
transferee. Upon the completion of Owner's responsibilities pursuant to this section,
Owner shall have no further obligations or benefits hereunder with respect to such
transferred property save for those the performance of which was due prior to the transfer
date.
13. Effect of transfer of real property to another jurisdiction
If all or a portion of the Woods Property is annexed to or otherwise becomes a part of
another City or any county, this Woods Agreement shall terminate as to the portion of the
Woods Property no longer subject to the City's jurisdiction.
14. Subsequent discretionary actions of City
During the term of this Woods Agreement, subsequent discretionary actions by the City
permitted under the rules, regulations, official policies and provisions of the Municipal
Code of the City in force as of the date of this Woods Agreement and pertaining to the
property shall not prevent but shall, subject to the exception contained in Section
20.63.1201 of the South San Francisco Municipal Code, be consistent with and further
development thereof pursuant to the Woods Specific Plan, as it may be amended from
time to time, consistent with the intent of this Woods Agreement.
9 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405/035/agree/woods
15.
16.
17.
18.
Effect of Woods Agreement on land use regulations
The rules, regulations, official policies and provisions of the Municipal Code of the City
which are generally to govern the permitted uses of the Woods Property, the development
and construction standards and specifications applicable to the Woods Property are and
shall remain, throughout the term of this Woods Agreement, those rules, regulations,
official policies and provisions of the Woods Specific Plan and applicable provisions of
the Municipal Code including, but not limited to Chapter 20.63 thereof in force as of the
date the Woods Agreement takes effect. Notwithstanding the foregoing, the developer
shall comply with all relevant provisions of the Uniform Building Code, with local
amendments, in effect at the time the construction plans are submitted for plan checking.
The Woods Agreement shall not prevent the City in subsequent actions applicable to the
Woods Property, from applying new rules, regulations and policies which do not conflict
with those rules, regulations and policies applicable to the Woods Property as set forth in
Government Code Section 65866, nor shall this Woods Agreement prevent the City from
denying or conditionally approving any subsequent development project application on
the basis of such existing or new rules, regulations and policies.
Conflict with State or Federal Law
In the event that State or Federal laws or regulations, enacted after the Effective Date,
prevent or preclude compliance with one or more provisions of this Woods Agreement,
such provisions of this Woods Agreement shall be modified or suspended as may be
necessary to comply with such State or Federal laws or regulations.
Periodic Review
During the term of this Woods Agreement, the City shall conduct "annual" and/or
"special" reviews of Owner's good faith compliance with the terms and conditions of this
Woods Agreement in accordance with the procedures set forth in Chapter 19.60 of the
South San Francisco Municipal Code.
Amendment or cancellation of agreement
This Woods Agreement may be further amended or terminated only in the manner set
forth in Government Code Sections 65865.1, 65868, 65869.5 and Chapter 19.60 of the
South San Francisco Municipal Code.
405/035/agree/woods
1 0 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
19. Events of default
20.
21.
Owner shall be in default under this Woods Agreement upon the happening of one or
more of the following events:
(a) If a warranty, representation or statement made or furnished by Owner to the City
is false or proves to have been false in any material respect when it was made; or
(b) A finding and determination by the City made following an annual or special
review under the procedure provided for in Government Code Section 65865.1 and
Chapter 19.60 of the South San Francisco Municipal Code that, upon the basis of
substantial evidence, Owner has not complied in good faith with the terms and conditions
of this Woods Agreement, or of any Subdivision Improvement Agreement executed
pursuant to Section 4 thereof.
Procedure upon default
(a) Upon the occurrence of an event of default, City may terminate or modify this
Woods Agreement in accordance with the provisions of Government Code Section
65865.1 and of Chapter 19.60 of the South San Francisco Municipal Code.
(b) The City shall not be deemed to have waived any claim of defect in Owner's
performance if, on annual or special review, the City does not propose to terminate this
Woods Agreement.
(c) No waiver or failure by the City or Owner to enforce any provision of this Woods
Agreement shall be deemed to be a waiver of any provision of this Woods Agreement or
of any subsequent breach of the same or any other provision.
(d) All other remedies at law or in equity which are not otherwise provided for in this
Woods Agreement or in City's regulations governing development agreements are
available to the parties if there is a breach.
(e) The City shall give Owner written notice of any default under this Woods
Agreement, and Owner shall have thirty (30) days after the date of the notice to cure the
default or to reasonably commence the procedures or actions needed to cure the default.
Attomeys fees and costs
If legal action by either Party is brought because of breach of this Woods Agreement or to
enforce a provision of this Woods Agreement, the prevailing Party is entitled to
reasonable attorney's fees and court costs.
11 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405/035/agree/woods
22.
23.
24.
25.
26.
Validity
If any term or condition of this Woods Agreement is for any reason held by a final
judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a
material change in the consideration for this Woods Agreement, then this entire Woods
Agreement shall likewise be invalid, and shall be deemed null and void and of no further
force or effect following such judicial determination.
No third parties benefited
No person other than the City, Owner, or their respective successors is intended to or
shall have any right or claim under this Woods Agreement, this Woods Agreement being
for the sole benefit and protection of the parties hereto and their respective successors.
Similarly, no amendment or waiver of any provision of this Woods Agreement shall
require the consent or acknowledgment of any person not a Party or successor to this
Woods Agreement.
Binding effect of Woods Agreement
The provisions of this Woods Agreement shall bind and inure to the benefit of the Parties
originally named herein and their respective successors and assigns.
Relationship of Parties
The City and Owner intend by this Woods Agreement to establish that Owner is an
independent contractor and not the agent of the City, and do not intend to create a
partnership, joint venture, joint enterprise, or any other joint business relationship.
Neither Owner nor any of Owner's agents or contractors are or shall be considered to be
agents of City in connection with the performance of Owner's obligations under this
Woods Agreement.
Rules of Construction and miscellaneous terms
(a) The singular includes the plural; the masculine gender includes the feminine;
"shall" is mandatory, "may" is permissive.
(b) Time is and shall be of the essence in this Woods Agreement.
(c) Where a Party consists of more than one person, each such person shall be jointly
and severally liable for the performance of such Party's obligation hereunder.
405~035~agree~woods
12 December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
27.
28.
29.
(d) The captions in this Woods Agreement are for convenience only, are not a part of
this Woods Agreement and do not in any way limit or amplify the provisions thereof.
(e) This Woods Agreement shall be interpreted and enforced in accordance with the
laws of the State of California in effect on the date thereof.
Relation of the Woods Agreement to the Agreement
The Woods Agreement only relates to the Woods Property and does not relate to any
other area or part of the Terrabay Development. All provisions of the Agreement relating
to any other area or part of the Terrabay Development, excluding the Woods Property are
not amended or effected by this Woods Agreement and remain in full force and effect.
However, those terms, conditions and requirements of the Agreement enumerated in
paragraph P of the Recitals of this Woods Agreement have been satisfied by performance,
and are accordingly not set forth in this Woods Agreement. If there is a conflict between
the rights or obligations under the Agreement and the Woods Agreement with regard to
the Woods Property, the Woods Agreement shall control.
Exhibits
Exhibit "A" Boundary Maps of Woods Property
Exhibit "B" Legal Descriptions of Woods Property
Exhibit "C" Title Reports for Woods Property
Exhibit "D" Woods Property Building Improvement Schedule
Exhibit "E" Subdivision Improvement Agreement form
Exhibit "F" Woods Improvement Responsibilities
Notices
All notices required or provided for under this Woods Agreement be in writing and
delivered in person or sent by certified mail, postage prepaid. Notice required to be given
to the City shall be addressed as follow:
City Clerk
P.O. Box 711,400 Grand Avenue
South San Francisco, CA 94083
405~035~agree~woods
13
December 2, 1999
Amendment to Terra'bay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
Notices required to be given to Owner shall be addressed as follows:
SunChase G.A. California I, Inc.
2525 E. Camelback Road, Suite 888
Phoenix, AZ 85016
Atm.: Steven Rermecker
A party may change its address for notice by giving notice in writing to the other party
and thereafter notices shall be addressed and transmitted to the new address.
IN WITNESS WHEREOF this Woods Agreement has been executed by the parties on
the day and year first above written.
CITY OF SOUTH SAN FRANCISCO
By
ATTEST:
City Clerk
APPROVED AS TO FORM
City Attomey
SUNCHASE G.A. CALIFORNIA I, INC.
By
Steven P. Rennecker, Vice President
405/035/agree/woods
14
December 2, 1999
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
Exhibit A
Boundary Maps of Woods Property
· DEC-O3=gg 14:10 FROM-BAKER MCKENZIE 415' T'4B1 P.OZ F'056
P~ VALJ,E¥
22 bi ,40
CUR~,~ TABLE
NO. I:~LTA RM)IUS ARC tLr~lH
~ ~*~'~' 629,93' 73.09'
C4 03'3~'~' 252~.t8' 161.55'
C5 33~'48' ~,96" ' 237.65'
· DEC-O3~gg 14:10 FROM-BAKER ~K£NZIE 415- T-481 P.03 F-~66
,q 51"S3'26' £/
{
OR 1103
L~r ~
121N SS-7~
s 71'33'2~' I~
C2 ~r
PARADISE
22M40
'NO.{ O~A. TA I I~J~)IUS I ARC LE:NGTH
· C2 08'22'1g; - 3443.71' ~)~7.S7'
Sub ject TERRA BAY .PHASe:
Job No. _'9~241 ~0. ·
By - ~ Date' 02~22~g' Chkd. g'~" -
OEC-O3~gg 14:10 F~O~BAKER I~KENZJE 41~- T-4B1 P.O4 F-055
EXHIBIT B
LEGAL DESCRIPTION OF WOODS PROPERTY_
The land situated in the City of South San Francisco, County of San Marco, Sra:e of California
described as follows:
Lots 388 and 389, as shown on tha~ certain map entitled "Terrabay, South San Francisco, San
Marco County, California' filed in the office of the County Recorder of San Marco County, State
of California on July 2, 1990 in Book 121 of Maps at pages 65 flxrough79, inclusive.
SFDOCS 6154228v I
Exhibit C
Title Reports for Woods Property
· DEC-a3.'-gg 14:10 FROM'BAKER MCKENZiE
T-481 P.O$ F-O~6
Ls.ud,,eu~rl~
5~ Ivinrke~ Strcc~ butte 1560
Ann: ~ l~,ae Pent
No: None s1~w~
Ya~tat Lut~
Lb~ P. ae ~e~l
Dam4 as of October l,g, 1999 at 7:30 A.M.
dzm hereof, a PoLicy or l~lides of Title Inmeun~ dmcrlbi~ the IMM and ere esta~ or bsten:st
defer, c, Heu ar cna2mlztn~e n~ st.~m o~ e.r-.~ef_ to as an ~ion bolow o~ nm e~ed. ft'am
~ zc~ott (and ~ suppl~ or anendmcnu hento) is issued mLdy fa~ ibc ~zpase of
f~r~,ti,g the f,ssumm ~ slmlicy of title Lasutanee zutd tm liubil~ ~s assumed hereby, l:f tt is
desir~ eh~ liabfLil~ be 8ssmn~! ~ to the tumnne of a t~Uc~ Of title imuranc~ z ~cler at
, ~'.,q of ~tle and ms~ nut ~st aR linns, ddm~ md-,,-.m~mm ~ IMe to din
T-481 P.n6/36 F-066
~:~Y 66. ~0 AON
79ZZ0025
CLTA Hameown~l Pdicy of T'~le ~ost~.e (6-2-~ and/or ALTA Lmm Poli~
SuuChase O.A. Califom{a I,/ac., a California corl~ration
4!;-
T-4BI
P.07/36 F-aBE
~" ' 791100~
Pa~e $
City of South San Francisco
Lo~s 398 and Sig. es show~ an
San Memo Caun~, California',
Count, Su~ off ~dironde on Inly 2, ISa0 in l~ook 121 of Maps az pages 6f u'~u~ 79
inclusive.
Superior Coan. San Memo County, Caae ir 379S95, ~ ~ 1. Ig~i. Series
~602~IS2, ~
007.-641-010
007.-641..020
J'P]~T: 121..Ogg,.4100-O3gg-T
121-06.f-000-0389..T
Loci 390 ~ $91, as shav~ an tl~ ccrlziu m~ ~ "Tcn-abay. Sou~ S~ Fz,-cf~co.
San Mama Count. Celi~omia'. filai in ~ ~ a~ ~c Cou~ Recorder a~ ~ l~._.~o
Cam~, Sram of Califon~ tm ~uly 2. Igg0 iu lJook 121 of Mings ~r g~s 65 ~ 79
A,I:'N:
009-64,2-.020
Yin: 121~39(T1'
12.1..OgS-OOO-O391T
415-
T-481
P.~8/36 F-056
Y-' 7911001~
$10,:~3.95
$10,223.95
^ss~m,~a~: Nc).: 007-64t-020
Fed SF~,m Wau~ Pmgrtm-SSl~
S2.90.64
~:~],/~'ul:e Strum Fee
$1.92
'rOTAL: $$01.36
l~i~st Insrdllmes~.
Assessmc~ No.: 007-641-010
Pm~o~:
Amaant:
$158.96
apxl aay as~sssucrsu collegmt wi~h ~. for ~e ~ yea~ ~ - 2000.
~gst Iml~m,~: $14.12
Second I.nsr:~'ltmen,~: $14.22
As,sessmm: ~o.: 00'/-64.2-010
taxes shown above:
Pmla~: Fed ..~mtm Wamr Pto~m~...~$1~
Amaa~: $24.40
l~tpose: Fe4/State Stetro I~
Amour: $1.92
TOTAL: $'2.tJ. 12
D. Proterq taxes, inclmli~l ~ ,_,,a special taxes, personal prol~'ny taxes, if any,
and anlt sss~sments colle~asd ~th ~ax~, lbr lite fisr. al lear 199g - 1000.
$15.07
$15.0'/
Tr~ t~ollowiz~ asse. ssme. nt(s) sze chile:tel wi~ and tm hr. lud~ in t~.geaenl.md special
taxes shown abov~
Ped Stm~ Water
$26.10
TOTAl.,:
P. 10/3~ F:-OI~I~
66. ZO
~9110023
~ ~.ams or ~ m'i. gkO u ~ fortl~ in d~e docm3~
2. An easeme~ fo~ g~ l~A~o~ sl~wa Be/ow ~I d~ts ~ d2~'~m as ~t ford~
m documc~
ApzH 7, 1:960 in Boo~ 3776 ~ pag~ 14]. of Officbl ~
slol~.~ and d~aJn~e ditches
390 a~ shown on [he m~p
for thc pu~sg sharer below and dg'm~ i.~/fl~/d~f~m as s=c ford~
Cmmty of San Mamo
April ?, 1960 i~ Rook 3776 at ~ 141 ~ O~-~lal Rcc.~
AffectS:
slol~s ~ drainage ditdm
lots 169, 190. 200, a~/390 ts d:mw~ e~, thc
4, l~n~ions of ~ d~dieatiou ~*,',~ ~ the map ~hown
lind he. in described for T-mute street er all~y and rest~ the use thcmnf
'TsL'~I Map' dazcd Amg 14, 1977 and ~corded.Tun~ 29, 1977 in
l~Mk 37 of Pm:el lV[tps a; pag~ 32 through :35 ~nclusi~;c
a:u~blptL Avcom
A docmne~ mbj~'"~ m ~U. d~. terms,
Ordinan~ No. 921-83
[~EC-a3-gg 14:11
6oo-~ova ~ee
FRO~BAKE~ ~KEHZ I E
~9~ ~09
T-481 P.11/36 F-056
9c~:~t 66, Z~O AO~
99116025
Daze~:
]~:x~ by:
t4,
Temb~V, a
San Prg~bc~,
De,~,v~ ~i~
said Z:~clopmem A~..m~m
0cmber 29, 199'/. as
s, As eeseme~ for the pn~oses shown below end zighn ~ide~t ~o es shown
es o~cm8 for dedim~/ou ~m d~e mcaeded n~ ~_~nwn below
Filed:
Novemb= 17, lg87, in Book .,'i3, l:~ge~ ~-.85
slope
Lo~ $8~ end otJm. l~,pmY
Gas b ~ rigl~ of wy
w~y m Co_-n_~ of San Mine'. ~d~cU ~ ~ ~c~t m a~l $oads~ly of ~he bound,~.
of Puc,l One.
A .a,.x..,men~: subje~ m ell the roms, lm~4doas m~l ceadMaas ~ c,,,~,m.d, 1
~ 2, 19g0 ss Dec~..~ No. gOOS756'/o~ ~ ~
II i
41;- T-4gl P.1Z/3$ F-ass
gc~:~,'[ 66. ZO AON
P.8~'i~
791100~
Pag~ 8-
l~c~led: ]u!y IS, 1990 ~s Do~um~ No. 900~613 of Offktal
which
11. A~ ~a$~m~nt fo~: ga~ purpo.~ ~ below and ~ i~idemal ~ as set forth
1990 as Do~,m~r No. ~011~190 of Offidal
19-_
mcminmd it~,~nn~t, which eo~, a compb~e legal
d~'lpt~ of e~ s~ lmiO~ of ndd land
l~.mlmioa Ha. 16422
August 24, 1~9~ as Document No, 97.136'306 of Off:ici21
13. An c~,,-m-,,r for the pWlXaO shown below and rights tu,M~,;! thereto as 'set foflh
in a document
1991 a~ *r~'-uv~r No. 91029421 of oimF"~~!
Portions of g~n h=e~ des:dbed Iaaa. ~h~ axa~ loc,,.o,, of
DEC-O~-gg 14:!I FROM-BAKER IdCKENZIE
T-481 P.13/36 F-066
~.~: ~'I 66, ZO AObl
p. le,,LeJ
R.~orded: ~oveag~ 17, ~2 ~s D~x'~nem. No. 92188435 Qf
l~=oaiS
1~~- 23, 19g'i as Dcmmaea~ No. g21g'ZlS6 of Official
Reco~
15. A 6nmment satdcct m ~11 ~ ~, Ia'o,~laas azd eoa4itio~ tl~etei~
Deposit
=ad ~9,eal ~ Carpor~,_ca, a Ncva~ corpo,,,,qm,
No _v,,,,,~d. 2, l~J~, as Dqcu,,,~ No, ~.!.17,$34.
Budded:
~-,.,~__,m_ l~J:
't~rnin.~OU Or dbcr~m~t,'m besed on t'ac~, mlor, ~ acx, k-ndi~p, ~m~1 =taus o~
l~o'l*dcd: August IS, 1996, u Doc:m2a~ No. 96101444,
DEC-O3-g8 14:11 FROM-BAKER I~KENZIE
41 H- T-481
'791113025
18. A docwr~t subject to alt ~ t~'ms, provisions and r.o,,,l~tons ~re~ conr~
by:
20. 'Provisions. Headu recite, of the de~c~on mtmsent on
'~y
]u~y 2, t~O, tn Book t2l. Pa~ 6~ ~ 79 inclnsivc
:Rasarve4 f~ f3mm= dedication m ci~: L~ 169, 170. lgg,,
200. :~0, 391 _,,__~_ 398
fat ~ ~~,,d~ Lan ~M
(Unit ~, 393 (Unit 63, 3~ (Unit 7) 3gx (X,Tn~t 8), 3ge,
Lot 399 sum-Jed f~wa~
DEC-~3-gg 14:11
79110025
Page 11
21. An
M~
Address:
as~ 1~
RT*C Con~ ~ Corporation, l De,~waz~
~$437
'Drccmt~' 31, 1998 ~s Dao-,n,'~r No. 9~,-?-~210,
P, eca~
23. A doctn~em sut~c~ m
En6dcd:
D'd~:
~xccu~l by:
Ocmb= 2g, lgg7, u Dac,,-,--, No. 97140190,
Aafec~s l.~ts :t88 ~ :~89
415- T-481 P.16/36 F-065
6~:~"[ 66. ~0 AON
P. :L3,/19
'79110023
Pa~e 12
24. A. docllme~ subJe~ m ~ l~c umns, pmvisjofis and cmalido~
Ex, cured by:
July 2, 1990, Ju Boai: 121, Pago ES d~mglL ?; hr-lusive
]~vcd ~' ~mz'e a,-ab-~ofl m ¢,%'y; ].om 390,. 391 a.~ 398
Novemb~ I7,
'13m amc ~ ~er~ am ~ ~ aaS Suy ~ ~ d~ ~m
Bouleva~ mai Irmside Baul~
The fact t~t ~ is a concr~ hc~w'alt
41~i- T-481 P.17/36 F-056
6~:~I 66. ~0 AON
791100~
Ps~e 13
~Y OY ~ ~ ~~ ~~. YOU ~ ~ ~ Y ~ ~ ~ ~
Nora :No. 2: 'T~ pm=iota lot s pa]~ Qf d~ ia.mama, if ~, wig ~
Ram
Nam No. 3: 1~ummm to ~y Bill 3132, Clurp~ 12~7, the Caam3' Recorder my
~am No. ~; The only couvayanc~ ,,ficc,~ ~eid bzd necorded udddn t'we~ fOl.~ C24)
mon~l~ of l~o d~,te ~ ~!~ ~K)L'I. ISm aS follows: Nolle,
Nor~ lq*o, 6: ~ ts ~ ~ said land: Vacaur
Imown as: Va~an~ I.~
T-4~1 P. 18/35 F-066
OO:~I 66. Z;0 AON
P.
CAUFOR,NtA LAND TITLE ASSOCIATION
STANDARD CQVERAGE POUCY -1~
EX:CLU$1QN"d FROM COVERAGE
~mems on ma! .prt~Nq u t~ tho I=~,=ac
Exhlb~ A (Rm~. ~]
land ~
land
~n~en~
~ ~
~ afm
m~ rAni~g ~ee..s ~1 ml(o ~ ~ n~gdadans ~:
· kn ,IXOVem~n~s ~"~ m land
.en~h~menml I~mtodio~
PdT~ DQIP.
2.
(Rev_
T-481
P.ZO/36 F-055
66. ~:0 AON
AMER[C&N I. AND TITLE ASSOCIATION LOAN POLICY (1~.I
AMERICAN LAND TTrL.E A~,OCIAT~ON LEASEHOLD I. OAN POLICY
EXCLUSIONS FROM CQVERAGE
law. =r~rmnm ~' ~ re.laden {'mcleding lam ~t limited ko bulkSng am u~ng laq~ ~ar~ ~.
or a change In the ~,~Iten.,~ms or ar~ al' the lard or any parad af whid~ dm land
pr~te~on, o~ the ~ of any ~ of ~m'~e ~ ord'~l~C~ m. gO~,~TmmN~
i
· I
DEC-g3-gg 14:13 FROI~BAKER ~KENZIE
610 '~DVd, I-~:£ 89~ C09
OCT-29-%cjcj9 ~.$: 29
415-
T-481
P.Z1/36 F-066
66, Z:O A(:~
AMEf~J,C,,A.N LAND TITI..Ig. ASSQCJATION OWNER'~ pOLICY (10.17-t21
AMERICAN LAND TITLE ASSOCIATION LEA~.IOU2 OWNER'S POUCY (lg-17.,e~}
~ ~ ~ r~ ~ ~ ~ ~ ~ Date
not ~ Imm ~. ~y ~ ~ ~s
a pu~ ~ ~ ~ ~,
und~ ~s ~1~:
A~ ~ ~i~ a~ ~ qf ~ ~~ ~
415"
T-481 P. ZZ/36 F-066
ECI:6T 66. ~,0 AON
EXHIBIT "D"
WOODS EAST AND WEST OF PHASE II
BUILDING IMPROVEMENT SCHEDULE
(A)
Traffic Improvements Payment Terms. Prior to the issuance of a grading
permit or, on May 1, 2000, whichever occurs first, Owner shall provide to
the City a "set aside letter" from a chartered bank, in a form acceptable to
the City Attorney, stating that three million and five hundred thousand
dollars ($3,500,000.00) (the "Set Aside Letter") are available to the City to
be used exclusively for the payment of the actual costs of the improvements
described in subparagraphs (i), (ii), (iii), (iv) and (v) of Section (A)(1) of
this Exhibit "D," or any costs related thereto, hereinafter, collectively,
"Traffic Improvements". The only conditions, limitations or restrictions on
the City drawing funds from the Set Aside Letter is that the City spend
funds drawn from the Set Aside Letter for the sole purpose of paying for the
actual costs of the Traffic Improvements. The Owner's obligation to
provide $3,500,000.00 in a Set Aside Letter under this Section (A) shall be
the complete and total payment for the Traffic Improvements required for
development of the Woods Property. Once the Set Aside Letter is provided
to the City, the City shall be entitled to any interest that accrues on the funds
available under the Set Aside Letter before the fimds are withdrawn. The
amount of interest shall equal the return paid, as of May 1, 2000, under the
Local Agency Investment Fund (LAIF) established under California state
law for the applicable time period before the money is withdrawn and shall
be credited at the time the money is disbursed from the account.
(1) The Traffic Improvements under this Section (A) are defined as follows:
(i) Construct the hookramps fi'om Highway 101 to Bayshore
Boulevard opposite the hotel site adjacent to the Phase III
site or with the consent of the City Council, construct
December 2, 1999
EXHIBIT D
Amenc~ent to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405~035~agree/Exhibit D to DA
interim improvements to the scissors ramps from Highway
101 to Bayshore Boulevard opposite the hotel site adjacent
to the Phase III site.
(2)
(3)
(ii) Construct the new Oyster Point Boulevard Interchange,
which includes the Oyster Point flyover, and which
connects, by means of a four (4) lane bridge, Oyster Point
Boulevard with Airport Boulevard or, with the consent of
the City Council, construct an acceptable alternative to the
Oyster Point Boulevard Interchange.
(iii) Reconstruct Bayshore Boulevard from the northern City
limit line to Randolph Avenue.
(iv) Construct traffic signals along Bayshore Boulevard at the
hook ramps and at the southern entrance to Phase III.
(v) Payment of all applicable Oyster Point Interchange Fees.
In consideration for the Traffic Improvements payment under the Set
Aside Letter, the provisions of Exhibit E, Section IV of the Agreement
relating to the scheduling of residential and commercial building
phases are hereby deleted in their entirety as they relate to the Woods
Property.
Notwithstanding any provisions of this Woods Agreement to the
Contrary, the provisions of this section are in full force and effect
between the parties. Any future approval by the City of residential or
commercial development on the Terrabay Development site (excluding
the Phase I and Woods Property areas) shall be subject to the terms and
obligations of the existing Agreement, including, without limitation,
the obligations listed in Section A(1) of this Exhibit "D". The Parties
will negotiate in good faith, and anticipate that they will enter into
December 2, 1999
EXHIBIT D
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405~035~agree~Exhibit D to DA
(B)
furore amendment(s) relating to such future approval of development
on the Terrabay Development site, which amendment(s) may allow for
the payment of a fee by Owner to City in-lieu of performance by
Owner of the obligations listed in Section(A)(1) of this Exhibit "D."
The parties agree that, in these negotiations, project feasibility and
Traffic Improvement costs shall be considered in determining the
amount of the in-lieu fee for the Traffic Improvements costs. The
Parties further anticipate that applications will be filed for such further
residential or commercial development on the Terrabay Development
site (in addition to the Phase I and Woods Property areas) within six
months of the Effective Date of this Woods Agreement.
Issuance of Grading Permits. Grading permits, including any permits for
any rough grading, may be issued by the City for any area within Woods
Property only after:
(1)
Owner has provided the Set Aside Letter in accordance with the
provisions of Exhibit D, Section (A) above.
(2)
A final subdivision map for the Woods Property has been approved
by the City Council and recorded with the County Clerk.
(3)
Satisfaction of the following requirements relating to Phase I
development under Exhibit E of the Agreement:
(a)
Completion of construction of the linear green belt extending
along the north side of Hillside Boulevard from the Hillside
School to the community center complex to the satisfaction of
the Director of Recreation and Community Services and the
Planning Director.
(b)
Owner has placed Seven Hundred Thousand Dollars
($700,000) into an escrow account which shall be used by the
December 2, 1999
EXHIBIT D
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405/035/agree/Exhibit D to DA
(c)
City to provide child care and/or library facilities for residents
of the Terrabay Project and the City. The escrow shall contain
an instruction that the money shall not be released to the City
until the City has approved a ten (10) year extension of the
Specific Plan and Development Agreement which is in full
force and effect prior to February 14, 1997, the City has
approved amendments to the precise plan and final map for
Phase I to allow construction of up to six (6) townhouses on the
former child care center site, and no lawsuit has been filed
challenging said approvals within the applicable statute of
limitations period, or the issuance of the 200t~ building permit
for Terrabay Park and Village, whichever occurs first.
Construction is completed on four (4) lanes of the Hillside
Boulevard Extension project (two lanes in each direction) and
said roadway is opened for public use, including roadway
lighting and south side embankment landscaping, installation
of traffic signals at the intersection of Hillside Boulevard and
Airport Boulevard and the intersection of Hillside Boulevard
and Boulevard "Y".
(c)
(d)
Improvement contracts together with guarantees satisfactory to
the City Engineer for their completion have been executed for
construction of the park and recreation improvements to the
Hillside Elementary School Site.
Issuance of Building Permits. Building permits may be issued by the City
for any structures in Woods Property, including model homes, only after:
(1)
Grading permits for the Woods Property have been approved by the
City Engineer.
(2) A precise plan for Woods Property has been approved by the City
December 2, 1999
EXHIBIT D
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405~035~agree~Exhibit D to DA
~" · Council.
(3)
(4)
A final subdivision map for the Woods Property has been approved
by City Council and recorded with the County Clerk.
All applicable provisions of the Habitat Conservation Plan for Woods
Property, including the dedication of open space to San Mateo
County, have been complied with to the satisfaction of the Chief
Planner.
(5)
(6)
(7)
Construction to the satisfaction of the City Engineer of the remaining
portion of the public connector road (South San Francisco Drive)
from the eastern boundary of Phase I to the eastern boundary of the
Woods Property. Owner shall also complete construction to the
satisfaction of the City Engineer of South San Francisco Drive
between the eastem boundary of the Woods Property and Sister
Cities Boulevard prior to issuance of the 100th certificate of
occupancy for the residential units in the Woods development.
Construction is completed on the linear green belt extending along
the north side of Hillside Boulevard and the Hillside Boulevard
Extension from the community center complex to North Spruce
Avenue to the satisfaction of the Director of Recreation and
Community Services and the Planning Director.
Construction is completed on pedestrian crossing improvements
including a pedestrian traffic signal at the intersection of the Hillside
Boulevard Extension and North Spruce Avenue to the satisfaction of
the Director of Recreation and Community Services and the Planning
Director.
(8)
Payment has been made to the City of a prorata contribution as
determined by the City Council toward the design and construction of
December 2, 1999
EXHIBIT D
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405/035/agree/Exhibit D to DA
a traffic signal at the intersection of Hillside Boulevard and Chestnut
Avenue.
(D)
Issuance of Certificates of Occupancy. Certificates of occupancy may be
issued by the City for any structures on the Woods Property, excluding the
non-residential use of model homes, only after:
(1)
Supporting utility systems, roadway systems, parking and
landscaping have been installed for those buildings for which
occupancy permits have been requested, to the satisfaction of the City
Engineer, Chief Planner and Director of Recreation and Community
Services.
(E)
(2)
Landscaped and irrigated fire breaks have been installed to the
satisfaction of the Fire Chief and Director of Recreation and
Community Services along the perimeter of the dwelling units and
other buildings for which occupancy permits are being requested.
(3)
Drainage catchment basins and improvements related thereto have
been installed to the satisfaction of both the City Engineer and the
County of San Mateo Director of Public Works along the perimeter of
the dwelling units and other buildings for which occupancy permits
are being requested.
(4)
The Owner shall diligently pursue resolution with the County
concerning the timing of the offer to dedicate the Juncus Ravine site,
west of Phase I, as permanent public open space. If the Owner does
not make an offer to dedicate the Juncus Ravine site to the County
before the issuance of the 100th occupancy permit for the Woods
Property, the City Council may decide to withhold issuance of the
1004 occupancy permit until said offer to dedicate is made.
Public Improvement Guaranties. Financial guarantees related to the
December 2, 1999
EXHIBIT D
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405/035/agree/Exhibit D to DA
(F)
installation of public improvements shall be executed prior to the
recordation of final subdivision maps for the Woods Property.
Construction of Trail Head. Construction will begin on the trail head and
trail east of the Terrabay Park phase from Terrabay Drive to the satisfaction
of the Director of Recreation and Community Services upon receiving all
necessary City and County approvals, which approvals shall be diligently
pursued by Owner.
December 2, 1999
EXHIBIT D
Amendment to Terrabay Development Agreement
Regarding the Woods East and West Areas
of Phase II Of the Terrabay Project
405~035~agree~Exhibit D to DA
Exhibit E
Subdivision Improvement Agreement Form
405/03 5/agree/titles
DEC-n3-gg 14:1; FROM-BAKER MCKENZIE 415- T-451
AGREEHENT
Subdivision Improvements
THIS AGREEMENT, dated
, 19 __, is by and between
the City of South San Francisco, a municipal corporation, hereinafter
designated "City", and
_!
hereinafter designated "Subdivider", both of whom understand and agree as
fol 1 ows:
WiIT N E S S E T H:
WHEREAS, Subdivider has presented to City for approval final Subdivision
maps, hereinafter designated "maps", entitled_ ; and
WHEREAS, Subdivider has requested aPproval of the maps prior to the con-
str'uction and comple~ion of improvements, including all streets, highways and
public ways and.public utility facilities which are a part of, or appurtenant
to, the Subdivision designated in the maps, all in accordance with, and as
required by, the plans and specifications for all or any of the improvements
in, appurtenant to, or outside the limits of Subdivision, which plans and
specifications are de$c~'ibed in E~hibit "l' attached and incorporated, wh'ich
are hereinafter designated "plans" and are now on file in the Office of the
Oeputy City Hanage~/City Engineer of the City; and,
WHEREAS, the City Council of ~he City of South San Francisco on the..
day of _, tg.____, adopted Resolution No: app/oving
the maps and accepting the dedications therein offered for (treet and highway
purposes and public facility and utility easffientsj except for tho~e dedicated
to other agencies, persons, partnerships, associations ~r corporations, on the
condition that~ubdivider first enter into and execute this Agreement with City
and meet the requirements qf bhe ~s~)'q~t~n~;. and -
DEC-§3-gg !4:13 FRO~BAKER ~KENZIE 415- T-4B1 P.Z4/3B
~HEREAS, thts Agreement. is executed pursuant to the provisions of the
Subdivision Map Act of the State of California and Title 19 of the South
San Francisco Municipal Code;
NOW, THEREFORE, for and in consideration of the approval of the maps
and of ~he acceptance of the dedications of easements for street and highway
purposes and public facility and utility easements therein.offered, excepting
those dedicated to other agencies, and in order to insure satisfactory per-
formance by Subdivider and Subdivider's obligations under the Subdivision Map
Act and Title 19 of the Municipal Code, the parties agree as follows:
1. Performance of Work:
Subdivider shall, at its own expense, furnish, or cause to be furnished,
all labor, supplies, equipment and materials and do, or cause to be done, in a
good and workmanlike manner all of the following works and improvements within
and/or without the subdivision, to wit: Improvements and required items of
work described in Exhibit "I". The cost of such improvements and required items
of work is estimated to be
Dollars ( ). Subdt'~ider shall also do all the work and furnish
materials necessary in the opinion of the'Oeputy. City Manager/City Engineer
and, on his order, to complete the improvements in accordance with the plans and
specifications on file as hereinbefore specified, or with any changes requ~'red
or ordered by the Oeput) City Manager/City Engineer which, in his opinion, are
necessary or required to complete the work in accordance with the plans and
specifications and amendments thereto.
Workl Places
Services -
and Grades to be Fixed by .Director of Public
All of the work is to be done at the places, of the materials, in the
manner and at th~ grades, all as shown on the plans and specifications therefor,
to the satisfaction of the Oeputy City ~anage.r/City E~gineer.
-2-
DE¢-ng-gg 14:13 FROM-BAKER MCKENZIE 415- T-4gl P.Z$/36 F-085
3. ~o~k~ Ttme for Con~_encement.and P~erformance:
City hereby fixes the time for the coaeaencement of the work to be done
on the d~y of. _ ........ , lg., , and for its completion to be within
..... year(s) thereafter. At least fifteen (lSl calendar days
prior to the coanencement of work hereunder, Subdivider shall notify the Oeputy
City Nanager/Ctty Engineer 'in writing of the date fixed by Subdivider for
commencement thereof, so that the Oeputy City Manager/City Engineer shall be
able to provide services of inspection.
4. Time of Essence - Extension:
Time ts of the essence of this Agreement, provided that in the event
'good cause ts shown therefor, the Cit~ Council ~ay extend the time for-?ompletien
of. the improvements hereunder. Any such extension ma~ be granted without notice
to the subdivtder°s sureties, and extensions so granted shall not relieve the
sureties' liability on the bonds to secure the faithful performance of this
Agreement and to assure payment of all persons performing labor and materials in
connection with this Agreement. The City Council shall be the sole and final
judge as to whether or not good cause has been shown to entitle Subdivider to
an extension. .--
'$. ~epair~ and Replacements:
Subdivider sha~1 replace or have replaced, or repair or have repaired,
as the case may be, all pipes and monuments shown on :he map which have been
destroyed or damaged, and Subdivider shall replace or have replaced., repair or
have repaired, as the case may be, or pay to the owner the entire co~t 'of
replacement or repairs, of any and all property damaged or destroyed b~ reason
of any work done hereunder, whether such propert~ be o~ned b~ the Untied States
or any agency thereof, of the State of California, or an~ agency or political
s~bdivision thereof, or b,1 any combination of such owners. Any such repair or
CIEC-O3-gg 14:13 FRO~BAKER ~KENZI£ 415- T-481 P.Zl~/3[q F-065
replacement shall be to the satisfaction', and subject to the approval, of the
Deputy City Manager/City Engineer or the corporation, person or agency.
6. Utility Deposits -.Staten~n~:
Subdivider shall file with the City Clerk, on or before _ ,
a written statement signed by Subdivider, and each public utility corporation
involved, to the effect that Subdivider has made all deposits legally required
by such public utility corporation for the connection of any and all public
utilities to be supplied by such public utility corporation, within the subdivision.
7. Permits; Compliance with Law:
Subdivider shall, ~t Subdivider's expense, obtain all necessary permits
and licenses for the construction of such improvements, give all necessary notices
and pay all fees and taxes required by law.
8. ~upecinte~dence by Subdivider:
iSubdivtder shall give personal superintendence to the work on the improve-
ments, or have a competent foreman or superintendent, satisfactory to the Oeputy
City Manager/City Engineer, on the work at all times during progress, with
authority to act for Subdivider.
g. Inspection by
Subdivider shall at all times maintain proper facilities, and provide
safe access for inspection by City, to all parts of the work and to the sh~ps
wherein the work is in preparation.
XO. Contract Security:
Concurrently with the execution hereof, Subdivider shall fu~ni'sh:
{~) a surety bond in an amount equal to at least one hundred percent {~OO%) of
the estimated cost of the construction and completion of the works and improve-
ments described in Exhibit '1", as security for the faithful perfermance of this
Agreement~ and (~) a separate surety bond in an ~mount 'equal to at least one
t'
-4-
DEC-D'3-gg !4:14 FROM-BAKER ~KENZIE 41~- T-481 P.Z?/3$ F-066
hundred percent (100%) of the estimated cost of the construction and completion.
of the works and improvements described in Exhibit "~", as security for the
payment of all persons performing labor and furnishing materials in connection
with this Agreement. Subdivider shall require all subcontractors to file a
labor and materials corporate surety bond as security for payment of all persons
furnishing labor and materials in connection with this Agreement.
11. Hold Harmless, Defense, )ndemnifiqation.
(al Subdivider shall hold harmless, indemnify and, at City's request,
defend City, ~ts officers, employees, agents, boards and conm~issions, whether
elected or appointed, from ~nd against all ciaims, demands, actions, causes of
~ction, losses, damages, liabilities, costs and expenses, including but not
limited to reasonable attorney's fees or obligations, ~or or in connection with
personal injury including, But not limited to, death or damage to property,
both real and personal, which arises out of or is in any way connected with the
negligent act, error or omission of Subdivider or its agents, contr~ctors~ sub-
contractors or employees in connection withlthe performance of this Agreement.
(b) In order to make certain that Subdivider will have adequate re-
sources to fully carry out its responsibilities, pursuant to subparagraph {al
above, Subdivider shall, during the life of this Agreement, maintain profAs-
sional liability {e.g. errors and omissions) insurance for all operations of
Subdivider under this Agreement or, if the work is accomplished by contractors
or subcontractors, Subdiviaer shall assure that the contractors and/or sub-
contractors carry such insurance. Such insurance shall be in an amoOnt of not
less than One Million Five Hundred Thousand Oollars ($1,$00,000), shall contain
a provision that such insurance shall not be reduced or cancelled except upon
thirty (30) days written no, rice to ti.fy and shall be subject to the approval
of the City Attorney as to form, amount and carrier.
-5-
DEC-OS-gg 14:14 FROM-BAKER IVlCKENZIE 415- T-481P.ZS/$$ F-g66
(C) The aforesaid hold-harmless provision by Subdivider shall apply
to all damages and clatms for damages of every kind suffered, or alleged
to have been suffered, by reason of any of the aforesaid operations referred
tot regardless of ~hether or not City has approved of plans and/or specifica-
tions for the subdivision, or'regardless of ~hether or not such insurance
policies shall have been determined to be applicable to any of such damages
or claims for damages.
12. Subdivider's.~nsuraqce:
Subdivider shall not commence work under this Agreement until Subdivider
shall have obtained all insurance require under this paragraph and such insurance
shall have been approved by the City Attorney as to form, amount and carrier, nor
shall Subdivtde~ allow any contractor or subcontractor to commence work on its
contract or subcontract until all similar insurance required of the contractor
or subcontractor.shall have been so obtained and approved. All requirements
herein provided shall appear either in the body of the insurance policies or
as endorsements and shal! specifically bind the insurance carrie~.
(a) Worker's Compensation and Employers' Liabiltty Xnsurance in the
statutory coverage. In s*igning this Agreement, the Subdivider makes the follow-
ing certification, required by Section 1861 of the California Labor Code:
"I am aware of the provisions of Section 3700 of the
California Labor Code.which require every employer to
be insured against liability for Workers' ~ompensation
or to undertake self-insurance in accordance with the
provisions of the Code, and ! will comply with such
provisions before commencing the performance of the
work of this Agreement."
DEC-O3-gg 14:14 FROM-BAKER MCKENZIE 415- T-481 P.zg/3$ F-056
(b) C~,qeFcial_Genera] Liability Insurance: In.an amount not less
than FIVE HUNDRED THOUSAND OOLLARS ($500,000.00) for'injuries including, but
not limited to, death 'to anyone person and subject to the same limit for each
person, in an amount not less than ONE MILLION DOLLARS ($t,O00,O00.O0) combined
single limit per occurrence for bodily injury, personal injury and property
damage.
(c) Automobil~ Liability (Code t) Insurance: In an amount not less
than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) combined single limit per
accident for bodily injury and property damage.
(d) Cont~actual_).ta~jlity..Insura~e: Subdivider shall take out and
maintain during the life of this Agreement an insurance policy in the amount of
at least ONE HILLION DOLLARS ($1,000,00Q.00), insuring City, its elective and
appointive boards, commissions, officers, agents and employees, and Subdivider
against damages sustained by reason of any action or actions at law or in
equity, and/or any claims or demands by reason of any breach or alleged breach
of any contract, or provisions thereof, or by reason of any contractual lia-
bility, or alleged contractual liability arising out of any contract entered
into by Subdivider and/or any of its agents or employees in order to perform
the work defined herein.
(e) It is agreed that the insurance'required by Subsections (b),..(c),
and (d) shall be in an aggregate amount of not lesslthan ONE MILLXOH FIVE HUHDREO
THOUSAND DOLLARS ($~,SO0,()OO) and shall be extended to include as additional
insureds the City of South San Francisco, its elective and appointiv~ boards,
officers, agents and employees, with respect to operations performed by the
Subdivider described herein. Evidence of the insurance described above
shall be provided to City upon execution of this Agreement and shall be subject
-7-
DEC-ff3-g~ 14:14 FROId.-BAKER IdCKENZIE 415- T-481 P.30/38 F-aSS
to ~pproval by the City Attorney as to form, amount and carrier. The policy
of Insurance shall also contain a provision indicating that such insurance
shall not be reduced or cancelled except upon thirty {30) days written notice
to City. In addition, the following endorsement shall be made on the policy
of insurance.
"Nothwithstanding any other provision in this policT, 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 llabil~ty afforded hereunder is exhausted."
13. Evidence of In)urance:
Subdivider shall furnish City concurrently with the execution
hereof, with satisfactory evidence of the insurance required, and evidence
that each carrier is required to give City at least thirty {30) days' prior
notice of the cancellation or reduction in coverage of any policy during the
effective period of t~is Agreement.
~4. ~tle t~ Improvements:
Title to, and ownership of, all improvements constructed hereunder
by Subdivider shall vest absolutely in City, or such other public agencies,
persons, partnerships, associations or corporati'ons to which dedications of
easements were made or reserved upon the completion and acceptance of such
improvements .by City or the agency, person, partnership, association or
corporation.
Repair or Reconstruction of Defective Work:
If, within a period of one yemr after final acceptance of the
work performed under this Agreement, any structure or part. of any structure
-8-
14:14 FRO~BAKER MCKENZIE 416- T-481 P.31/3B F-056
furn(shed and/or in,tailed or constructed, or caused to be installed or con-
strutted by Subdivider, or any of the work done under this Agreementj fails
to fulfill any of the requirements of this Agreement or the specifications
referred to herein, or prove to be defective or become damaged because of
differential settlement, action of the elements, or ordinary usage, except
for catastrophic events, Subdivider shall without delay and without any cost
to City repair or replace or reconstruct any defective or otherwise unsatis-
factory part or parts of the work or structure. Should Subdivider fall to
act promptly or in accordance with this requirement, or should the exigencies
of the case require repairs or replacements to be made before Subdivider can
be notified, City may, at its option, make the necessary repairs or replace-
ments or perform the necessary work, and Subdivider shall pay to City the
actual cost of such repairs plus fifteen (15%) percent. Subdivider shall at
the time of acceptance of the improvements by City or other public agency
file with City a corporate surety bond in the principal sum
-. Oollars {L
set forth in this provision.
not apply to common greens.
.- )to secure the undertaking and obligations
The provisions of the foregoing paragraph shall
16. ~ubdivider n~t Agent o~ City:
Neither Subdivider nor any of Subdivtder's agents or contractors
are or shall be consi.dered to be agents of City in connection with the per-
formance of Subdivider's obligations under this Agreement,
17. Cost of Engineering and )nspectton:
Subdivider shall pay City the actual cost to City for all inspec-
tion and other services furnished by City in connection with the subdivision.
plus twenty-two percent thereof for administrative overhead. City shall furnish
DEC-a3-gg 14:14 FRO~BAKER ~KENZI£ 41~- ?-481 P.3Z/35 F-085
periodic statements of all charges for services performed by City, and Subdivider
shall complete payment of such charges within ten (tO) days after receipt thereof.
t8. Notice of Breach and Oefault:
If Subdivider. refuses or fails to obtain prosecution of the work,
or any severable part thereof, with such diligence as will insure its completion
within the time specified, or.any extensions thereof, or fails to obtain comple-
tion of the work within such time, of if the Subdivider should be adjudged a
bankrupt, or Subdivider sh~)uld make a general assignment for the benefit of
Subdivider's Creditors, or if a receiver should be appointed in the event of
SubUiviUer's insolvency, or if Subdivider or any of Subdivtder's contractors,
subcontractors, agents or employees should violate any of the provisions of
the Agreement, the Deputy City Manager/City Engineer ~r City Council may serve
written notice upon Subdivider and Subdlvider's sureties of breach of this
Agreement, or of any portion thereof, and default of Subdivider.
19. ?each of_ Agreement; Performance b~ Su~eties.o.r_City;
'In the event of any such notice, Subdivider's sureties shall
have the duty to take over and complete the work and the improvement herein
specified; provided, however, that if the ~uretles, within five days after the
serving upon it of such notice of breach, does not give City written notice of
its intention to take.ove~, the performance of the contract and its intention to
take over the performance of the contract and does not commence performance
thereof within five {5)'d(~ys after notice to the City of such election, City
may take over the work ami prosecute the same to completion, by contract or
by any other method City may deem advisable, for the account and at the expense
of Subdivider, and Subdivider's sureties shall be liable to City for any excess
cost or damages occasioned City thereby~.and,' in such event, City, without
in completing the
-10-
liability for s~ doing, may take possession of, and utilize
· DEC-O3-gg i4:15 FRO~BAKER I~KENZIE 415- T-481 P.33/36 F-O6B
work; such materialS; appliances; plant and other property belonging to Sub-
divider as may be on the Site of the work and necessary therefor:'
20. Erosion Control
Subdivider shall furnish landscape plans and adequately provide
for erosion control. Landscaping and irrigation improvements shall be installed
to the satisfaction of the City's Landscape Architect.
21. Trenching and Back-Filling
Subdivider shall require that all trenching and backfilling within
and outside the property lines for utility lines, including sanitary, storm,
water and any other purpases, shall be done under the inspection of a soils
· engineer who shall test the trenching and back-filling with a sufficient number
of.soil tests to secure the proper compaction. Subdivider shall further require
that a certificate be filed with the City stating that said trenching and back-
filling, has been performed in accordance with the soils engineer's recommendation).
Z2. Water Lines
Subdivider shall dedicate to the California Water Service Company '-
the easements required for the water lines, facilities and appurtenant works,
unless the lines, facilities and appurtenant works are to be installed within
rights-of-way dedicated to City. Subdivider shall construct and install, at its
cost and expense, the improvements in the easements as set forth on the "Plan"
shown in Exhibit "l", which plans shall have the approval of the company.
23. Notices:
All notices herein required shall be in writing, and dJli-
vered in person or sent by certified mail, postage prepaid. Notices required
to be given to'City shall be addressed as follows:
City Clerk
City Hall, P.O. Box 7~!
South San Francisco, CA. 94083
DEC-O3-gD !4:15 FRO~BAKER ~KENZIE 415- T-461 P.34/38 F-068
'1'ol 1 ows:
Notices required to be given to Subdivider shall be addressed
Notices required to be given sureties of Subdivider shall be
addressed as follows:
provided that any party or the sureties may change such address by notice in
writing to the other party and thereafter notices shall be addressed and
transmitted to the new address.
Z4. ~-~uilt. O~cawings
Sudivider shall furnish City reproducible plastic film as-
built drawings of the public improvements of a quality acceptable to :he
Deputy City ManagerYCtty Engineer together with a certification by Subdivider's
engineer that the improvements have been constructed in accordance with the
approved plans and specifications. Subdivider shall furnish City with the
as-built drawings concurrently with Subdivlder'$ request for acceptance of-
the improvements by tit).
2S. PartiAs Obligated:
Subdivider agrees that this Agreement shall bind Subdivider
and its successors in interest and assigns.
-12-
~'.
DEC-03-gg 14:15 FRO~BAKER blCK£NZIE 415- T-4BI P.35/3B F-0BB
IN WITNESS WHEREOF, the parties hereto here 'caused this Agreement
to be executed.
CITY:
City of South San Francisco',
municipal corporation
APPROVED AS TO FORM:
l~ayor
" -' 1City Attorney "--
A~'[EST:
City Clerk
SUBOXVXOER:
-13-
DEC'O3-g9 14:15 FROM-BAKER ~KENZIE
T-481 P.36/~6 F-066
[mprovements
EXHIBZT
and requ(red Items of work for
- Agreement Oared
Approved
(Date}.
EXHIBIT "F"
IMPROVEMENT RF. SPONSII:IILITIES
Ao
The Owner shall be completely responsible for the preparation of plans and the
construction of the following public improvements, unless by prior agreement,
another public or private agency or party has agreed to share in the cost of said
improvements:
Linear park along the north side of Hillside Boulevard and the Hillside
Boulevard Extension from the eastern edge of Phase I to North Spruce
Avenue.
Construction to the satisfaction of the City Engineer of the remaining
portion of the public connector road (South San Francisco Drive) from the
eastern boundary of Phase I to the intersection of Sister Cities Boulevard.
o
Catchment drainage basins and improvements on County land above the
developed areas of the Woods Property.
Landscaping and automatic irrigation of the lands between the Hillside
Boulevard Extension and Randolph Avenue.
5. Traffic signals at the following intersections:
a) Hillside Boulevard Extension/North Spruce Avenue
o
On-site storm drain trunk system located within dedicated City easements in
the Woods Property.
With the exception of the linear park along Hillside Boulevard and the catchment
drainage basins and improvements on County property above the Woods Property,
the City shall upon completion and acceptance, maintain all public improvements
listed in Section A above.
Co
The Owner or, with approval of the City, a private property owners association shall
maintain the linear park and all private lands, buildings, landscaping, and
improvements located on the Woods Property.
D. The maintenance of the catchment drainage basins shall be the responsibility off
A joint powers authority created by the County and the City; or
The County.
405~035~agree~Exhibit F
[ · I